Business Law

Description

Cover Brief Contents Contents Preface to the Third Edition Preface to the Second Edition Preface to the First Edition About the Author Introduction to Constitution of India Chapter 1: The Indian Contract Act, 1872: Nature and Kind of Contracts 1.1: Scope of the Act 1.2: What is a Contract? 1.2.1: Contract 1.2.2: Agreement 1.2.3: Promise 1.2.4: Proposal 1.2.5: Parties to an Agreement /a Contract 1.2.6: Enforceability of an Agreement 1.3: Essential Elements of Valid Contracts—Section 1.3.1: Offer and Acceptance 1.3.2: Intention to Create Legal Relation 1.3.3: Lawful Consideration 1.3.4: Free Consent 1.3.5: Lawful Object 1.3.6: Capacity of Parties 1.3.7: Agreement Must Not Be Expressly Declared Void or Illegal 1.3.8: Certainty of Meaning 1.3.9: Possibility to Perform 1.3.10: Legal Formalities 1.4: Distinguish between an Agreement and a Contract 1.5: Types of Contract or Classification of Contract 1.5.1: Express Contract 1.5.2: Implied Contract 1.5.3: Quasi-contract 1.5.4: E-contract 1.5.5: Executed Contract 1.5.6: Executory Contract 1.5.7: Partly Executed and Partly Executory Contract 1.5.8: Unilateral Contract 1.5.9: Bilateral Contract 1.5.10: Valid Contract 1.5.11: Void Contract 1.5.12: Voidable Contract 1.5.13: Illegal Agreement 1.5.14: Unenforceable Contract 1.5.15: Certain Contracts in Writing 1.6: Distinguish between Void and Voidable Contract 1.7: Distinguish between Void and Illegal Agreement 1.8: Similarities between Void and Illegal Agreements Chapter 2: The Indian Contract Act, 1872: Offer and Acceptance of an Offer 2.1: Essential Elements of an Offer (Proposal) 2.1.1: Two Parties 2.1.2: Communication 2.1.3: Willingness 2.1.4: With Intention of Obtaining Assent 2.1.5: Offer May Be Positive or Negative 2.2: Legal Rules as to Offer 2.2.1: Offer Should Not Bind the Other Party to Reply 2.2.2: Offer Must Be Definite, Unambiguous and Certain 2.2.3: Offer Must Be Made to Create Legal Relationship 2.2.4: Invitation to Offer is Not an Offer 2.2.5: Terms and Conditions Communicated Along with an Offer 2.3: Distinguish between Invitation to Offer and an Offer 2.4: Classification of Offers or Kinds of Offers 2.4.1: Express Offer 2.4.2: Implied Offer 2.4.3: Specific Offer 2.4.4: General Offer 2.4.5: Cross Offer 2.4.6: Continuous Offer 2.4.7: Counter Offer 2.4.8: Legal Effects of Counter Offer 2.5: Distinguish between General Offer and Specific Offer 2.6: Lapse of Offer or When Offer Comes to an End 2.6.1: Notice of Withdrawal 2.6.2: Lapse of Time 2.6.3: Non-fulfillment of Condition Attached with an Offer 2.6.4: Counter Offer 2.6.5: Acceptance is Not Made in the Prescribed Mode or Usual Manner by the Offeree 2.6.6: Death or Insanity of an Offeror or Offeree 2.6.7: Rejection of an Offer by the Offeree 2.6.8: Destruction of Subject–Matter 2.6.9: By Change in Provision of Act or Any Law 2.7: Legal Rules for the Acceptance 2.7.1: Acceptance Must Be Absolute and Unqualified 2.7.2: Acceptance Must Be Communicated 2.7.3: Manner of Acceptance 2.7.4: Acceptance of Offer Must Be from Competent Person 2.7.5: Time Limit for Acceptance 2.7.6: Acceptance May Be Express or Implied 2.7.7: Mere Silence is not Acceptance of an Offer 2.7.8: Acceptance Subject to Contract is No Acceptance 2.8: General Rules as to Communication of Acceptance 2.8.1: In Case of Acceptance by Post 2.8.2: Delayed or No Delivery of Letter 2.8.3: Acceptance by Telephones, Telex or Fax 2.8.4: Place of Contract 2.8.5: Time of Contract 2.8.6: Communication of Acceptance in Case of Agent 2.8.7: Acceptance on Loudspeakers 2.9: Communication of Offer and Acceptance—Sections 4 and 5 2.9.1: Communication of Offer 2.9.2: Communication of Acceptance—Against the Offeror 2.9.3: Communication of Acceptance—Against the Offeree 2.9.4: Communication of Revocation of an Offer 2.9.5: Communication of Revocation of an Acceptance Chapter 3: The Indian Contract Act, 1872: Capacity of Parties and Consideration 3.1: Capacity of Parties 3.1.1: Who are Competent to a Contract? 3.2: Minor 3.3: Effect of Minor’s Agreement 3.3.1: Agreement is Void ab initio 3.3.2 Minor Can Be a Promisee or Beneficiary 3.3.3: No Ratification 3.3.4: No Specific Performance 3.3.5: Restitution Order 3.3.6: Contract by Parent or Guardian 3.4: Different Position of a Minor 3.4.1: Minor Agent 3.4.2: Guarantee for and by a Minor 3.4.3: Minor and Insolvency 3.4.4: Minor as a Joint Promisor 3.4.5: Minor Shareholder 3.4.6: Minor and Negotiable Instruments Act 3.4.7: Service Contract 3.4.8: Minor as Trade Union Member 3.4.9: Liability for Tort 3.5: Minor’s Liability for Necessities 3.5.1: Things Must Be Suitable to the Conditions in Life of the Minor 3.5.2: The Minor Must Be in Need of Such Things 3.6: Person of Unsound Mind 3.6.1: An Idiot 3.6.2: Delirious Persons 3.6.3: Hypnotized Persons 3.6.4: Mental Decay 3.6.5: Drunken Person 3.7: Person Disqualified by Law 3.7.1: Body Corporate or Company or Corporation 3.7.2: Alien Enemy 3.7.3: Convict 3.7.4: Insolvent 3.8: What is Consideration? 3.8.1: Consideration is Defined Under Section 2(d) 3.9: Type of Consideration 3.9.1: Past Consideration 3.9.2: Present Consideration 3.9.3: Future Consideration 3.10: Essentials of Valid Consideration 3.10.1: Consideration Means Doing or Not Doing Something 3.10.2: Consideration Must Move at the Desire of Promisor 3.10.3: Consideration May Move from Promisee or Other Person 3.10.4: Consideration May Be Inadequate 3.10.5: Consideration May Be Past, Present or Future 3.10.6: Act Promisor Bound to Do is Not Consideration 3.10.7: Consideration Must Be Lawful 3.10.8: Consideration Should Be Possible to Perform 3.11: Stranger to Contract and Stranger to Consideration 3.11.1: Stranger to Consideration 3.11.2: Stranger to Contract 3.12: Exception to the Rule of Stranger to Contract 3.12.1: Beneficiary 3.12.2: Family Settlement or Marriage Settlement 3.12.3: Assignment of Contract 3.12.4: Agency 3.13: Exception to Rule ‘No Consideration No Contract’—Section 25 3.13.1: Agreement on Account of Natural Love and Affection 3.13.2: Voluntary Past Services 3.13.3: Bailment 3.13.4: Agreement to Pay Time Barred Debt 3.13.5: Gift 3.13.6: Contract of Agency 3.13.7: Promise to Charities Chapter 4: The Indian Contract Act, 1872: Free Consent 4.1: Meaning of a Consent—Section 13 4.2: Free Consent—Section 14 4.3: Coercion 4.4: Certain Threats do not Amount to Coercion 4.4.1: Threat to Sue Does Not Amount to Coercion 4.4.2: Statutory Compulsions 4.4.3: Threat to Strike 4.4.4: Detaining Property Under Mortgage 4.5: Undue Influence 4.6: When a Person is Deemed to be in Position to Dominance of will of Others? 4.6.1: When a Person Holds Real or Apparent Authority Over Other 4.6.2: When He Stands in Fiduciary Relationship Over Other 4.6.3: When Contract is Made with Mentally Weak Person 4.6.4: Contract with Pardanashin Woman 4.6.5: No Presumption of Dominance of Will 4.7: Distinguish between Coercion and Undue Influences 4.8: Fraud 4.9: Essential Elements of Fraud 4.9.1: False Representation 4.9.2 Material Fact 4.9.3: Rely Upon the False Representation 4.9.4: Silence is Not Fraud 4.10: Exception to the Rule—Silence is not Fraud 4.10.1: It Is Duty of a Person to Speak in Circumstances 4.10.2: Silence is Equivalent to Speech 4.11: Contract of Ubberimae Fidei 4.11.1: Contract of Insurance 4.11.2: Contracts for Sale of Immovable Property 4.11.3: Contracts of Marriage 4.11.4: Contracts of Family Settlement 4.11.5: Contract of Partnership 4.12: Effects of Fraud 4.13: Misrepresentation 4.13.1: Consequences of Misrepresentation 4.14: Essential Elements of Misrepresentation 4.15: Distinguish between Fraud and Misrepresentation 4.16: Similarities between Fraud and Misrepresentation 4.17: Mistake 4.17.1: Mistake of Law 4.17.2: Mistake of Fact 4.18: Distinguish between Unilateral Mistake and Bilateral Mistake Chapter 5: The Indian Contract Act, 1872: Void Agreement and Contingent Contract 5.1: When an Object or a Consideration is Unlawful?—Section 23 5.1.1: If it is Forbidden (Prohibited) by Law 5.1.2: An Act Which Would Defeat the Provisions of Any Law 5.1.3: If it Creates Injury to Any Person or Property of Person 5.1.4: Object or Consideration of an Agreement is Fraudulent 5.1.5: Where Court Consider it as Immoral or Against Public Policy 5.2: An Agreement Opposed to Public Policy 5.2.1: Trading with an Enemy 5.2.2: Agreement to Commit Crime 5.2.3: Agreement Interfering Course of Justice 5.2.4: Agreement Interfering Admistration 5.2.5: Stifling Prosecution 5.2.6: Maintenance Agreement 5.2.7: Champerty Agreement 5.2.8: Agreement in Restraint of Legal Proceeding 5.2.9: Agreement in Restraint of Parental Rights 5.2.10: Agreement in Restraint of Personal Freedom 5.2.11: Agreement in Restraint of Marriage 5.2.12: Marriage Brokerage 5.2.13: Agreements for Sale of Public Offices and Titles 5.3: Agreements in Restraint of Trade—Section 27 5.3.1 Exceptions to the Rule 5.4: Agreement in Restraint of Legal Proceedings—Section 28 5.5: Agreements Unlawful in Parts 5.5.1: Where Lawful Part Can Be Separated from the Unlawful Part 5.5.2: Where Lawful and Unlawful Parts Cannot Be Separated 5.5.3: Reciprocal Promise to Do Things Legal and Also Other Things Illegal 5.5.4: Alternative Promise, One Branch Being Illegal 5.6: Wagering Agreement—Section 30 5.7: Essentials of Wagering Agreement 5.7.1: Promise to Pay Money or Money’s Worth 5.7.2: Performance Depend Upon Event 5.7.3: Change of Win or Loss 5.7.4: No Interest or Control Over an Event 5.8: Effects of Wagering Agreement 5.9: Distinguish between a Wagering Agreement and an Insurance Contract 5.10: Distinguish between a Wagering Agreement and a Contingent Contract 5.11: Illegal Agreement 5.11.1: Effects of Illegal Agreement 5.12: Contingent Contract—Section 31 5.13: Essential Features of Contingent Contract 5.13.1: Event in Future 5.13.2: Event Must Be Uncertain 5.13.3: Event Must Be Collateral 5.13.4: Event Must Not Depend Upon Act of Party 5.14: Rules Regarding Enforcement of Contingent Contract 5.14.1: Contingent Contract Dependent on the Happening of Future Uncertain Event 5.14.2: Contingent Contract Dependent on the Non-happening of Future Uncertain Event 5.14.3: Contingent Contract Dependent on Happening of Specified Uncertain Event Within Fixed Time 5.14.4: Contingent Contract Dependent on Non-happening of Specified Uncertain Event Within Fixed Time 5.15: Uncertain Agreement 5.16: Distinguish between a Void Agreement and a Void Contract Chapter 6: The Indian Contract Act, 1872: Performance of Contract 6.1: Essentials of a Valid Tender 6.1.1: It Must Be Unconditional 6.1.2: It Must Be at Proper Place 6.1.3: For Whole Obligation 6.1.4: In Legal Tender Money 6.1.5: It Must Be Made at Proper Time and to a Proper Person 6.1.6: Reasonable Opportunity to Promisee 6.2: Effects of a Valid Tender 6.3: Types of Tenders 6.3.1: Tender of Goods and Services 6.3.2: Tender of Money 6.4: Contracts which Need not to Perform 6.4.1: Performance Becomes Impossible 6.4.2: New Contract in Place of Old Contract 6.4.3: Waiver by Promisee 6.4.4: Promise Becomes Illegal 6.4.5: Rejection of Valid Tender 6.4.6: No Reasonable Facility 6.5: Who can Perform Contract? 6.5.1: Promisor 6.5.2: Legal Representative 6.5.3: Third Party 6.6: Performance of Joint Promise—Sections 42–45 6.6.1: Promisee May Compell to Perform Any One of Joint Promisor 6.6.2: The Joint Promisors are Liable to Contribute Equally 6.6.3: Joint Promisors Liable to Share Loss Equally 6.6.4: Effect of Release of Joint Promisor 6.7: Time and Place for Performance of Promise—Sections 46–50 6.7.1: Time for Performance of Promise Where No Application is to Be Made and No Time is Specified 6.7.2: Time and Place for Performance of Promise Where Time is Specified and No Application to Be Made 6.7.3: Application for Performance on Certain Day to Be at Proper Time and Place 6.7.4: Place for Performance of Promise Where No Application to Be Made and No Place Fixed for Performance 6.7.5: Performance in Manner or at Time Prescribed or Sanctioned by Promisee 6.8: Who can Demand Performance of Promise? 6.8.1: Promisee 6.8.2: Legal Representative of Promisee 6.8.3: Third Party 6.8.4: Demand by Joint Promisees 6.9: Kinds of Reciprocal Promise 6.9.1: Mutual and Independent 6.9.2: Mutual and Dependent 6.9.3: Mutual and Concurrent 6.10: Rules Regarding Performance of Reciprocal Promises 6.10.1: Simultaneous Performance of Reciprocal Promise—Section 51 6.10.2: Order of Reciprocal Promise is Fixed—Section 52 6.10.3: Effect of Preventing Performance—Section 53 6.10.4: Effect of Default As to Promise to Be Performed First Under Contract—Section 54 6.10.5: Effect of Promise to Do Legal and Illegal Things—Section 57 6.11: Time is the Essence of a Contract 6.11.1: Effect of Such Failure When Time Is Not Essential 6.11.2: Effect of Acceptance of Performance at Time Other Than That Agreed Upon 6.12: Appropriation of Payments—Sections 59–61 6.12.1: Appropriation as per Express Instructions 6.12.2: Appropriation as per Circumstances Implying 6.12.3: Appropriation of Payment Where No Express Instructions or Implying Circumstances are there 6.12.4: Appropriation in Chronological Order, i.e., in Order of Time 6.12.5: Appropriation in Case of Current Account 6.12.6: In Case Interest is Also Due 6.12.7: Payment Received in Demand for Various Debts 6.12.8: Appropriation in Case of Trust Fund 6.13: Assignment and Succession of a Contract Chapter 7: The Indian Contract Act, 1872: Discharge of a Contract 7.1: Discharge of a Contract 7.2: Discharge of a Contract on Performance 7.2.1: By an Actual Performance 7.2.2: By an Attempted Performance or a Tender 7.3: Discharge of a Contract by a Mutual Agreement or by an Implied Consent 7.3.1: Novation 7.3.2: Alteration 7.3.3: Rescission 7.3.4: Remission 7.3.5: Waiver 7.3.6: Merger 7.4: Distinguish between a Novation and an Alteration 7.5: Distinguish between a Rescission and an Alteration 7.6: Discharge of a Contract by Impossibility of Performance 7.6.1: Initial Impossibility or Pre-contractual Impossibility 7.6.2: Known Impossibility 7.6.3: Unknown Impossibility 7.6.4: Supervening Impossibility or Post-contractual Impossibility 7.7: Specific Grounds of Subsequent Impossibilities 7.7.1: Destruction of Subject–Matter 7.7.2: Incapacity or Death 7.7.3: Change in Law or Circumstances 7.7.4: Declaration of War 7.8: Cases where a Contract is not Discharged on the Ground of Supervening Impossibility 7.8.1: Performance Becomes Difficult 7.8.2: Commercial Impossibility 7.8.3: Impossibility Due to the Conduct of Third Party 7.8.4: Strikes, Riots or Civil Disturbances 7.8.5: Self-induced Impossibility 7.8.6: Failure of Object 7.9: Discharge of a Contract by Lapse of Time 7.10: Discharge of a Contract by Operation of Law 7.10.1: Death 7.10.2: Merger 7.10.3: Insolvency 7.10.4: Unauthorized Material Alteration 7.11: Discharge of a Contract by Breach of Contract 7.11.1: Consequences of Breach of Contract 7.11.2: Actual Breach of Contract 7.11.3: Anticipatory Breach of Contract Chapter 8: The Indian Contract Act, 1872: Remedies for Breach of Contract and Quasi-contract 8.1: Rescission of a Contract—Section 39 8.1.1: Effects of Rescission of a Contract 8.2: Suit for Damages 8.3: Kinds of Damages 8.3.1: Ordinary Damages 8.3.2: Special Damages 8.3.3: Exemplary or Punitive or Vindictive Damages 8.3.4: Nominal Damages 8.3.5: Damages for Inconvenience 8.3.6: Liquidated Damages and Penalty 8.3.7: Forfeiture of Security Deposit 8.3.8: Payment of Interest 8.3.9: Cost of Suit or Decree 8.4: Suit for a Specific Performance 8.4.1: When a Specific Performance is Allowed? 8.4.2: When a Specific Performance is Not Allowed? 8.5: Suit for Injunction 8.6: Quantum Meruit 8.6.1: Claim on Quantum Meruit by a Party Not at Fault 8.6.2: Claim on Quantum Meruit by a Party at Fault 8.7: Quasi-Contract—Sections 68–72 8.7.1: Cases of Quasi-contract 8.8: Distinguish between a Quasi-Contract and a Contract Chapter 9: The Indian Contract Act, 1872: Indemnity and Guarantee 9.1: Indemnity Contract 9.2: Essential Elements of an Indemnity Contract 9.2.1: Loss to One Party 9.2.2: Indemnity by the Promisor 9.2.3: Reason for Loss 9.3: Right of an Indemnity Holder—Section 125 9.3.1: Right to Recover Damages 9.3.2: Right to Recover Costs 9.3.3: Right to Recover Sums Paid in Compromise 9.4: Guarantee 9.5: Essential Elements of Contract of Guarantee 9.5.1: Concurrence 9.5.2: Primary Liability in Some Person 9.5.3: Essentials of a Valid Contract 9.5.4: Writing Not Necessary 9.6: Kinds of Guarantee 9.6.1: Retrospective Guarantee 9.6.2: Prospective Guarantee 9.6.3: Specific Guarantee 9.6.4: Continuing Guarantee—Section 129 9.7: Revocation of a Continuing Guarantee 9.7.1: By Notice—Section 130 9.7.2: By Death of Surety—Section 131 9.7.3: On Discharge of Surety 9.8: Surety’s Liability—Section 128 9.8.1: Liability is Secondary and Conditional 9.8.2: Liability is Coextensive with Liability of Principal Debtor 9.8.3: Surety’s Liability May Be Limited 9.9: Rights of Surety 9.9.1: Against the Principal Debtor—Sections 140 and 145 9.9.2: Against the Creditor 9.9.3: Against Co-sureties 9.10: Discharge of a Surety 9.10.1: By Notice of Revocation—Section 130 9.10.2: By Death of Surety—Section 131 9.10.3: By Variance in Terms of Contract—Section 133 9.10.4: By Release or Discharge of Principal Debtor—Section 134 9.10.5: When Creditor Compound or Give Time to Debtor—Section 135 9.10.6: By Creditor’s Act—Section 139 9.10.7: By Release or Lose of Security by Creditor—Section 141 9.10.8: By Invalidation of Contract of Guarantee 9.11: Difference between a Contract of Indemnity and a Contract of Guarantee Chapter 10: The Indian Contract Act, 1872: Bailment and Pledge 10.1: What is a Bailment? 10.2: Essentials of a Valid Bailment 10.2.1: Delivery of Possession 10.2.2: Contract Between the Parties 10.2.3: Delivery for Some Purpose 10.2.4: Return or Disposal of Goods 10.3: Types of Bailment 10.3.1: Gratuitous Bailment 10.3.2: Non-gratuitous Bailment 10.3.3: Bailment for the Exclusive Benefit of a Bailor 10.3.4: Bailment for the Exclusive Benefit of a Bailee 10.3.5: Bailment for Mutual Benefit of Both Bailor and Bailee 10.4: Duties of a Bailee 10.4.1: Duty of Care—Sections 151 and 152 10.4.2: Compensation for an Unauthorized Use—Section 154 10.4.3: Duty Not to Mix—Sections 155–157 10.4.4: Duty to Return Goods—Sections 160 and 161 10.4.5: Duty to Return Increase or Profit—Section 163 10.4.6: Duty Not to Set Up Adverse Title 10.5: Duties of a Bailor 10.5.1: Duty to Disclose Fault—Section 150 10.5.2: Duty to Bear Extraordinary Expenses—Section 158 10.5.3: Duty to Indemnify Loss for Permanent Terminationof Bailment—Section 159 10.5.4: Duty to Indemnify the Bailee for Any Loss—Section 164 10.5.5: Duty to Receive Back the Goods—Section 164 10.5.6: Duty to Bear a Loss—Section 162 10.6: Bailee’s Rights 10.6.1: Return/Delivery of Goods—Section 165 10.6.2: File Suit to Court 10.6.3: To Recover Charges 10.6.4: Right of Lien 10.7: Bailor’s Rights 10.7.1: Enforcement 10.7.2: Termination of Bailment—Section 153 10.7.3: File Suit Against a Wrong Doer 10.7.4: To Demand Goods at Any Time—Section 159 10.8: Termination of a Bailment 10.8.1: Efflux of Time 10.8.2: Fulfillment of Purpose 10.8.3: Inconsistent Use of Goods 10.8.4: Destruction of the Subject–Matter 10.8.5: Death of Any Party 10.8.6: Termination by a Bailor 10.9: Lien 10.9.1: General Lien 10.9.2: Particular Lien 10.10: Difference between a General Lien and a Particular Lien 10.11: Finder of Goods 10.12: Pledge 10.13: Rights of a Pawnee 10.13.1: Right of a Retainer—Sections 173 and 174 10.13.2: Extraordinary Expenses—Section 175 10.13.3: When a Pawnor Defaults—Section 176 10.13.4: To Sell Goods 10.14: Rights of a Pawnor 10.14.1: Redeem Goods Pledged 10.14.2: Surplus on Sale 10.15: Pledge by a Non-Owner 10.15.1: Mercantile Agent 10.15.2: Possession Under a Voidable Contract 10.15.3: Person with Limited Interest 10.15.4: Seller in Possession After Sale 10.16: Distinguish between a Bailment and a Pledge Chapter 11: The Indian Contract Act, 1872: Agency 11.1: Contract of Agency 11.1.1: Agent 11.1.2: Principal 11.2: Essentials for a Valid Agency 11.2.1: Agreement Between the Principal and the Agent 11.2.2: Agent Must Act in a Representative Capacity 11.2.3: Consideration 11.2.4: Capacity of a Party 11.3: Test of an Agency 11.4: Difference between an Agent and a Servant 11.5: Difference between an Agent and an Independent Contractor 11.6: Different Kinds of Agents 11.6.1: General Agent 11.6.2: Particular Agent 11.6.3: Universal Agent 11.6.4: Mercantile Agent 11.6.5: Factor 11.6.6: Broker 11.6.7: Commission Agent 11.6.8: Auctioneer 11.6.9: Del Credere Agent 11.7: Mode of Creating an Agency 11.7.1: Agency by an Express Agreement—Sections 186 and 187 11.7.2: Agency by an Implied Agreement—Section 187 11.7.3: Agency by Ratification—Sections 196 and 197 11.8: Requisites of a Valid Ratification—Sections 198–200 11.8.1: The Agent Must Expressly Contract Agent 11.8.2: The Principal Must Be in Existence at the Time of the Contract 11.8.3: The Principal Must Have Contractual Capacity Both at the Time of the Contract and at the Time of the Ratification 11.8.4: Ratification must be with Full Knowledge of Facts 11.8.5: The Act to be Ratified Must Be Lawful and Not Void or Illegal 11.8.6: Ratification Must Be Done Within a Reasonable Time 11.8.7: The Whole Act to Be Ratified 11.8.8: Ratification Must Be Communicated 11.8.9: Ratification Can Be of the Acts Which the Principal had the Power to do 11.8.10: Ratification Should Not Put a Third Party to Damages 11.9: Husband and Wife 11.9.1: Wife Living with Her Husband 11.9.2: Wife Living Apart from Her Husband 11.10: Extent of an Agent’s Authority 11.10.1: Actual Authority—Section 186 11.10.2: Ostensible or Apparent Authority 11.10.3: Authority in Emergency—Section 189 11.10.4: When the Agent Exceeds His Authority 11.11: Delegation of Authority by an Agent 11.11.1: Delegation of Authority—Section 190 11.11.2: Exceptions to the Rule of ‘Delegatus Non-protest Delegare’ 11.12: Sub-Agent—Section 191 11.12.1: Where a Sub-agent is Properly Appointed—Section 192 11.12.2 Where a Sub-agent is Not Properly Appointed—Section 193 11.13: Substituted Agent or Co-Agent—Section 194 11.14: Difference between a Sub-Agent and a Substituted Agent 11.15: Duties of an Agent 11.15.1: Duty to Follow the Instruction of Principal—Section 211 11.15.2: Duty to Carry Work with Care and Skill—Section 211 11.15.3: Duty to Render Accounts to the Principal—Section 213 11.15.4: Duty to Communicate with the Principal—Section 214 11.15.5: Duty Not to Deal on His Own Account—Section 215 11.15.6: Duty Not to Make Secret Profit—Section 216 11.15.7: Duty to Pay Sums Received for the Principal—Sections 217 and 218 11.15.8: Duty to Protect Interests of the Principal in Case of His Death or Insolvency—Section 209 11.15.9: Duty Not to Delegate—Section 190 11.16: Rights of an Agent 11.16.1: Right to a Retainer—Section 217 11.16.2: Right to Receive the Remuneration—Sections 219 and 220 11.16.3: Right of Lien—Section 221 11.16.4: Right to Be Indemnified—Section 222 11.16.5: Right of Compensation—Section 225 11.17: Position of a Principal and an Agent in Relation to Third Parties 11.18: Principal Relationship where an Agent Contracts for a Named Principal 11.18.1: Acts of the Agents Are Within His Authority—Section 226 11.18.2: Agent Act in Excess His Authority—Section 227 11.18.3: Consequences of Notice Given to Agent—Section 229 11.18.4: Principal Inducing Belief that Agent’s Unauthorized Acts are Authorized—Section 237 11.18.5: Misrepresentation or Fraud by an Agent—Section 238 11.19: Principal’s Relation where an Agent Contracts for an Unnamed Principal 11.20: Principal’s Relation where an Agent Contracts for an Undisclosed Principal 11.20.1: Position of an Agent 11.20.2: Position of a Principal 11.20.3: Position of a Third Party 11.21: Personal Liabilies of an Agent 11.21.1: When the Agent Acts for a Foreign Principal—Section 230 11.21.2: When the Agent Acts for an Undisclosed Principal—Section 230 11.21.3: When Agent Acts for an Incompetent Principal—Section 230 11.21.4: When the Contract Expressly Provides 11.21.5: When the Agent Acts for a Principal Not in Existence 11.21.6: When the Agent Signs a Contract in His Own Name 11.21.7: When the Agent Acts Beyond His Authority 11.21.8: Where There is a Misrepresentation or Fraud by Agent 11.21.9: Where the Trade, Usage or Custom Makes the Agent Personally Liable 11.21.10: Where Authority is Coupled with an Interest 11.21.11: Pretended Agent—Sections 235 and 236 11.22: Termination of an Agency 11.23: Termination of an Agency by the Act of Parties 11.23.1: By an Agreement 11.23.2: By Revocation of an Authority 11.23.3: By Renunciation of Agency by Agent 11.24: Termination of an Agency by the Operation of Law 11.24.1: By Performance 11.24.2: By Efflux of Time 11.24.3: By Death or Insanity 11.24.4: By Insolvency 11.24.5: On Destruction of Subject Matter 11.24.6: On Winding Up of Company 11.24.7: On Principal Becoming an Alien Enemy 11.25: Irrevocable Agency 11.25.1: Where the Agency is Coupled with an Interest 11.25.2: Where an Agent Has Incurred a Personal Liability 11.25.3: Where an Agent Has Partly Exercised an Authority Chapter 12: The Partnership Act, 1932 12.1: Applicability of the Act 12.2: Definition of Partnership—Section 4 12.3: Essential Characteristics of Partnership 12.3.1: Agreement 12.3.2: Number of Persons 12.3.3: Maximum Number of Persons 12.3.4: Business 12.3.5: Sharing or Profit 12.3.6: Mutual Agency 12.4: True Test of Partnership 12.5: Cases Where No Partnership Exists—Section 6 12.6: Distinguish between a Partnership and a Hindu Undivided Family 12.7: Distinguish between a Partnership and an Association 12.8: Distinguish between a Partnership and a Co-Ownership 12.9: Distinguish between a Partnership and a Club 12.10: Registration of Firm—Sections 56–71 12.10.1: Procedure for Registration of Firm—Sections 58 and 59 12.11: Registration of Alterations—Sections 60–63 12.12: Time for Registration 12.13: Effects of Non-Registration—Section 69 12.14: Types of Partners 12.14.1: Actual or Active Partner 12.14.2: Sleeping or Dormant Partner 12.14.3: Nominal Partner 12.14.4: Partner in Profit 12.14.5: Sub-partner 12.14.6: Partner by Estoppel or Holding Out 12.14.7: A Minor Partner 12.15: Position of a Minor Partner after Attaining Majority 12.15.1: Where a Minor Elects to Become a Full Fledged Partner 12.15.2: Where He Elects Not to Become a Partner 12.16: Who can be a Partner in the Firm? 12.17: Rights of a Partner 12.17.1: Right to Take Part in Business 12.17.2: Right to Be Consulted 12.17.3: Right to Access the Books of Account 12.17.4: Right to Share Profit 12.17.5: Right to Interest 12.17.6: Right to Be Indemnified 12.17.7: Right to the Use the Firm’s Property 12.17.8: Right to Retire from Partnership 12.17.9: Right to Receive Remuneration 12.17.10: Right Not to Be Expelled from Partnership 12.18: Partner’s Optional Duties 12.18.1: Duty to Share Losses Equally 12.18.2: Duty Not to Act for Individual Benefit 12.18.3: Duty Not to Carry on Any Other Business 12.18.4: Duty to Indemnify the Firm from Loss Cause Due to Willful Neglect 12.18.5: Duty to Make Proper Use of Property of Firm 12.19: Partner’s Compulsory Duties 12.19.1: Duty of Good Faith 12.19.2: Duty to Carry on Business to the Greatest Common Advantage 12.19.3: Duty to Render True Accounts of Firm 12.19.4: Duty to Give Full Information 12.19.5: Duty to Indemnify for Loss Caused by Fraud 12.19.6: Duty to Act Within Authority 12.19.7: Duty to be Liable Jointly and Severally 12.20: Partnership Property—Section 14 12.21: Authority of Partner—Sections 19 and 22 12.21.1: Express Authority 12.21.2: Implied Authority 12.22: Acts within the Implied Authority of a Partner 12.23: Acts Outside the Implied Authority of a Partner 12.24: Restriction on an Implied Authority 12.25: Liability of a Partner 12.26: Partner’s Authority in Emergency 12.27: Reconstitution of a Firm 12.27.1: Admission of a Partner—Section 31 12.27.2: Liability of an Incoming Partner 12.27.3: Retirement of a Partner—Section 32 12.27.4: Liability of a Retired Partner 12.27.5: Rights of a Retired Partner 12.27.6: Expulsion of a Partner—Section 33 12.27.7: Test of Good Faith for Expulsion 12.27.8: Insolvency of a Partner—Section 34 12.27.9: Death of a Partner—Section 35 12.27.10: Transfer of Partner’s Interest—Section 29 12.27.11: Rights and Duties of a Partner After Re-constitution—Section 17 12.28: Distinguish between Dissolution of a Partnership and Dissolution of a Firm 12.29: Dissolution without the order of Court—Sections 40–43 12.29.1: Dissolution by Mutual Agreement 12.29.2: Compulsory Dissolution 12.29.3: Dissolution on Happening of Certain Contingencies 12.29.4: Dissolution by Notice 12.30: Dissolution with the order of Court—Section 44 12.30.1: Unsoundness of Mind 12.30.2: Permanent Incapacity 12.30.3: Misconduct 12.30.4: Persistent Breach of Agreement 12.30.5: Transfer of Interest 12.30.6: Perpetual Losses 12.30.7: Just and Equitable Ground 12.31: Rights of Partners on Dissolution 12.32: Liabilities of Partners on Dissolution 12.33: Settlement of Accounts 12.33.1: Sale of Goodwill 12.33.2: Sharing of Deficiency 12.33.3: Application of Assets 12.34: Garner versus Murray Rule 12.35: Mode of Giving a Public notice Chapter 13: Sales of Goods Act, 1930 13.1: Applicability 13.2: Definition 13.2.1: Buyer—Section 2(1) 13.2.2: Seller—Section 2(13) 13.2.3: Delivery—Section 2(2) 13.2.4: Price—Section 2(10) 13.2.5: Goods—Section 2(7) 13.2.6: Agreement to Sell 13.2.7: Sale 13.2.8: Document of Title—Section 2(4) 13.2.9: Property—Section 2(11) 13.3: Essentials of Valid Sales 13.3.1: Two Parties 13.3.2: Goods 13.3.3: Transfer of Property 13.3.4: Consideration 13.3.5: Elements of Contract 13.3.6: Form of Contract of Sale 13.3.7: Delivery of Goods 13.4: Distinguish between a Sale and an Agreement to Sell 13.5: Distinguish between a Sale and a Hire–Purchase 13.6: Distinguish between a Sale and a Bailment 13.7: Contract for Work and Skill 13.8: Types of Goods 13.8.1: Existing Goods 13.8.2: Future Goods 13.8.3: Contingent Goods 13.9: Price of Goods—Sections 9 and 10 13.9.1: Method 1 13.9.2: Method 2 13.9.3: Method 3 13.9.4: Method 4 13.10: Consequences of Destruction of Specific Goods—Sections 7 and 8 13.10.1: If Goods Perish Before Making of Contract 13.10.2: Where a Part of the Goods Is Perished Before Making of Contract 13.10.3: If Goods Perish After the ‘Agreement to Sell’ But Before ‘Sale’ 13.11: Conditions and Warranties 13.12: Implied Conditions 13.12.1: Conditions as to Title—Section 14(a) 13.12.2: Conditions as to Description—Section 15 13.12.3: Sale by Sample—Section 17 13.12.4: Sale by Description as well as Sample—Section 15 13.12.5: Conditions as to Quality and Fitness for Buyer’s Purpose—Section 16 13.12.6: Conditions as to Merchantability—Section 16 13.12.7: Condition as to Wholesomeness 13.13: Implied Warranties 13.13.1: Warranty as to Quiet Possession—Section 14 13.13.2: Warranty Against Encumbrances—Section 14 13.13.3: Warranty as to Quality and Fitness by Usage of Trade—Section 16 13.13.4: Warranty to Disclose the Dangerous Nature of Goods 13.13.5: Circumstances When a Condition Can Be Treated as Warranty 13.14: Distinguish between a Condition and a Warranty 13.15: Doctrine of Caveat Emptor 13.16: Transfer of Ownership of Specific Goods—Sections 20–22 13.16.1: Ownership is Transferred at the Time of Making Contract 13.16.2: Ownership is Transferred When Goods Are Put in Deliverable State 13.16.3: Ownership is Transferred When Goods in Deliverable State Put to Weighed or Measured to Ascertained Price 13.17: Transfer of Ownership in the Case of Unascertained Goods—Sections 18 and 23 13.18: Transfer of Ownership in Case of Goods Sale on Approval or on Sale or Return Basis—Section 24 13.19: Passing of Risk 13.20: Rules Regarding Delivery of Goods—Sections 32–39 13.20.1: Payment of Price 13.20.2: Buyer’s Duty to Demand Goods 13.20.3: Types or Mode of Delivery 13.20.4: Place of Delivery 13.20.5: Time of Delivery 13.20.6: Expenses 13.20.7: Delivery of Wrong Quantity 13.20.8: Delivery of Mixed Quality–Quantity 13.20.9: Delivery by Instalment 13.20.10: Right to Examine—Section 41 13.20.11: Delivery to Carrier or Wharfinger—Section 39 13.20.12: Seller Duty on Valid Delivery of Goods 13.20.13: Acceptance of Delivery—Section 42 13.20.14: Wrongful Refusal to Take Delivery 13.20.15: Goods Sent by Sea Route 13.21: Unpaid Seller 13.22: Rights of Unpaid Seller 13.22.1: Rights of Unpaid Seller Against the Goods When Ownership is Transferred 13.22.2: Rights of Unpaid Seller Against the Goods When Ownership is not Transferred 13.22.3: Rights of Unpaid Seller Against Buyer 13.23: Right of Lien 13.24: Right of Stoppage in Transit—Sections 50–52 13.24.1: Duration of Transit—Section 51 13.25: Right of Resale 13.26: Right to withhold Delivery of Goods 13.27: Delivery to Carrier 13.28: Buyer’s Right Against the Seller or Remedies Against Seller Sections 55–61 13.28.1: Suit for Damage for Non-delivery 13.28.2 Suit for Specific Performance 13.28.3: Suit for Breach of Warranty 13.28.4: Right to Repudiate the Contract 13.28.5: Suit for Interest 13.29: Sale by Non-Owners or Transfer of Title by Non-Owners—Sections 27–30 13.29.1: Sale by Mercantile Agent 13.29.2: Sale by One of the Joint Owners—Section 28 13.29.3: Sale by Person in Possession Under Voidable Contract 13.29.4: Sale by Seller in Possession After Sale—Section 30 13.29.5: Sale by Unpaid Seller 13.29.6: Sale by Liquidator 13.29.7: Sale by Finder of Goods 13.29.8: Sale by Pawnee or Pledgee 13.30: Auction Sale—Section 64 13.31: Delivery of Goods in Contract by Sear Route 13.31.1: CIF Contract 13.31.2: F.O.B. Contract 13.31.3: Ex-ship Contract Chapter 14: The Negotiable Instrument Act, 1881 14.1: Introduction to Negotiable Instruments 14.2: Essentials or Characteristics of a Negotiable Instrument 14.3: Presumptions as to Negotiable Instruments 14.4: Promissory Note—Section 4 14.5: Essentials Characteristics of a Promissory Note 14.5.1: In Writing 14.5.2: Express Promise to Pay 14.5.3: Definite and Unconditional Promise 14.5.4: Signed by Maker 14.5.5: Promise to Pay a Certain Sum 14.5.6: Payee Must Be Certain 14.5.7: Stamped 14.5.8: Parties 14.6: Bill of Exchange—Section 5 14.7: Difference between Promissory Note and Bill of Exchange 14.8: Cheque—Section 7 14.8.1: Truncated Cheque 14.8.2: Cheque in Electronic Form 14.8.3: Presentment of Truncated Cheque 14.9: Difference between Bill of Exchange and Cheque 14.10: Difference between Electronic Cheque and Trancated Cheque 14.11: Capacity of a Person to be a Party to a Negotiable Instrument 14.12: Classification of Negotiable Instruments 14.12.1: Order Instrument—Section 13 14.12.2: Bearer Instrument—Section 13 14.12.3: Demand Instrument—Sections 19–21 14.12.4: Time Instrument 14.12.5: Inland Instrument—Section 11 14.12.6: Foreign Instrument—Section 12 14.12.7: Ambigious Instrument—Section 17 14.12.8: Accommodation Bill 14.12.9: Fictitious Bill 14.12.10: Documentary Bill 14.12.11: Clean Bill 14.13: Distinguish between Inland and foreign Bills 14.14: Incomplete Instrument or Inchoate Instrument—Section 20 14.15: Distinguish between Ambiguous Instrument and Inchoate Instrument 14.16: Maturity of a Negotiable Instrument—Sections 22–25 14.16.1: Calculation of Days 14.17: A Negotiable Instrument Made without Consideration 14.18: Negotiation—Section 14 14.18.1 Negotiation by Delivery 14.18.2: Negotiation by Endorsement and Delivery 14.19: Endorsement—Sections 15 and 16 14.20: Kinds of Endorsements—Sections 16, 50, 52 and 56 14.20.1: Blank or General Endorsement 14.20.2: Special or Full Endorsement 14.20.3: Restrictive Endorsement 14.20.4: Partial Endorsement 14.20.5: Conditional or Qualified Endorsement 14.21: Negotiation Back 14.21.1: Effects of Negotiation Back 14.22: Distinction between Negotiation and Assignment 14.23: Crossing of Cheque 14.23.1: Modes or Types of Crossing—Sections 123–131(A) 14.24: Bouncing or Dishonour of Cheques—Sections 31 and 138 14.24.1: Liability of Drawee on Dishonour 14.24.2: Liability of Drawer on Dishonour 14.25: Holder—Section 8 14.25.1: Meaning of ‘Holder’ 14.25.2: Meaning of ‘Holder in Due Course’—Section 9 14.26: Privileges of a Holder in Due Course 14.27: Difference between Holder and Holder in Due Course 14.28: Payment in Due Course—Section 10 14.29: Protection to Paying Banker—Section 85 14.30: Liability/Duty of the Paying Banker and Collecting Banker Section 129 14.30.1: Duties of Collecting Banker 14.31: When Banker Must Refuse to Honour a Customer’s Cheque 14.32: Banker may Refuse to Honour a Customer’s Cheque 14.33: Effect of Non-Presentment of Cheque within Reasonable Time 14.34: Material Alteration—Sections 87–89 14.34.1: Effect of Material Alteration—Sections 87 and 88 14.35: Acceptance of Bill 14.35.1: Essentials of a Valid Acceptance 14.35.2: Types of Acceptance 14.35.3: Effect of Qualified Acceptance 14.36: Dishonour by Non-Acceptance 14.36.1: Effects 14.37: Acceptance for Honour 14.37.1: Conditions for ‘Acceptance for Honour’ 14.37.2: Liability of Acceptor for Honour 14.37.3: Rights of Acceptor for Honour 14.38: Payment for Honour 14.38.1: Conditions for ‘Payment for Honour’ 14.38.2: Rights of Payer for Honour 14.39: Dishonour by Non-Payment 14.40: Notice of Dishonour 14.40.1: When Notice of Dishonour is Unnecessary or Excused? 14.41: Noting and Protesting—Sections 99–104(A) 14.42: Drawee in Case of Need 14.43: Discharge of a Negotiable Instrument 14.43.1: Payment in Due Course 14.43.2: Cancellation 14.43.3: Release 14.43.4: Negotiation Back 14.44: Discharge of a Party 14.44.1: By Payment 14.44.2: By Cancellation 14.44.3: By Release 14.44.4: By Allowing Drawee More Than 48 Hours to Accept 14.44.5: By Qualified Acceptance 14.44.6: By Material Alteration 14.44.7: By Negotiation Back 14.44.8: By Operation of Law 14.45: Hundi 14.45.1: Nam Jog Hundi 14.45.2: Diiani Jog Hundi 14.45.3: Darshani Hundi 14.45.4: Miadi Hundi or Muddati Hundi 14.45.5: Shahjog Hundi 14.45.6: Jokhmi Hundi 14.45.7: Peth 14.45.8: Perpeth 14.45.9: Khoka Chapter 15: Consumer Protection Act, 1986 15.1: Object of the Act 15.2: Extent and Coverage of the Act 15.3: Rights of Consumer 15.4: Definition 15.4.1: Appropriate Laboratory 15.4.2: Complainant 15.4.3: Complaint 15.4.4: Consumer 15.4.5: Service 15.4.6: Goods 15.4.7: Consumer Dispute 15.4.8: Restrictive Trade Practice 15.4.9: Unfair Trade Practice 15.4.10: Defect 15.4.11: Deficiency 15.4.12: Spurious Goods and Services 15.5: Who can File a Complaint 15.6: Redressal Machinery Under the Act 15.6.1: District Forum 15.6.2: State Commission 15.6.3: National Commission 15.7: How to File a Complaint 15.7.1: Requirements 15.7.2: Information Given 15.8: Relief Available to the Consumers 15.9: Procedure for Filing the Appeal 15.10: Speedy Disposal 15.11: Powers of the Dispute Redressal Agencies Chapter 16: Foreign Exchange Management Act, 1999 16.1: Application of Act—Section 1 16.2: Fera vs Fema 16.3: Definition 16.3.1: Person—Section 2(u) 16.3.2: Person Resident in India—Section 2(v) 16.3.3: Currency—Section 2(h) 16.3.4: Foreign Currency—Section 2(m) 16.3.5: Foreign Exchange—Section 2(n) 16.3.6: Foreign Security—Section 2(o) 16.3.7: Person Resident Outside India—Section 2(w) 16.4: Authorized Persons 16.4.1: Authorized Persons—Section 2(c) 16.4.2: Duties of Authorized Person 16.4.3: Authorization and its Revocation 16.5: Current Account Transaction 16.5.1: Prohibited Current Account Transactions 16.5.2: Current Account Transactions with Prior Approval of the CG 16.5.3: Current Account Transactions with Prior Approval of the RBI 16.6: Export of Goods and Services 16.6.1: Indication of Importer–Exporter Code Number (IEC) 16.6.2: Period Within Which Export Value of Goods/Software to Be Realized 16.6.3: Transfer of Documents 16.7: Capital Account Transactions—Section 2(E) 16.7.1: Permissible Capital Account Transactions for Residents 16.7.2: Permissible Capital Account Transactions for Non-residents 16.7.3: Prohibited Capital Account Transactions 16.8: Acquisition and Transfer of Immovable Property in India 16.8.1: Acquisition and Transfer of Property in India by a Person of Indian Origin (PIO) 16.8.2: Acquisition of Immovable Property for Carrying on Business 16.9: Acquisition and Transfer of Immovable Property Outside India 16.10: Establishment in India of Branch or Office or other Place of Business 16.10.1: Liaison Office 16.11: Acceptance of the Deposit 16.11.1: Deposits by the India Company and NBFC from NRI/PI on Repatriation Basis 16.11.2: Deposits by Indian Proprietorship/Film/Company and NBFC on Non-repatriation Basis from NRI/PIO/OCB 16.12: Export and Import of Currency 16.12.1: Export and Import of Indian Currency and Currency Notes 16.12.2: Prohibition of Export of Indian Coins 16.12.3: Import of Foreign Exchange into India 16.12.4: Export of Foreign Exchange and Currency Notes 16.12.5: Export and Import of Currency to or from Nepal and Bhutan 16.13: Possession and Retention of foreign Currency 16.13.1: Limit for Possession and Retention of Foreign Currency or Foreign Coins 16.14: Realization, Repartiation and Surrender of Foreign Exchange 16.14.1: Duty of Persons to Realize Foreign Exchange 16.14.2: Period for Surrender in Certain Cases 16.15: Enforcement Directorate 16.16: Departmental Adjudication—Section 16 16.17: Compounding of Offence 16.18: Liberalized Remittance Scheme for Resident Individuals Chapter 17: Information Technology Act, 2000 17.1: Introduction 17.1.1: Cyber Laws 17.2: Objective of Act 17.3: Scope of the Act 17.4: Definitions 17.4.1: Access—Section 2(1)(a) 17.4.2: Computer—Section 2(1)(i) 17.4.3: Computer System—Section 2(1)(I) 17.4.4: Communication Device—Section 2(1)(na) 17.4.5: Computer Network—Section 2(1)(j) 17.4.6: Function—Section 2(1)(u) 17.4.7: Information—Section 2(1)(v) 17.4.8: Data—Section 2(1)(o) 17.4.9: Digital Signature 17.4.10: Electronic Signature—Section 2(1)(ta) 17.4.11: Asymmetric Crypto System—Section 2(1)(f) 17.4.12: Secure System—Section 2(1)(ze) 17.4.13: Cyber Security—Section 2(1)(nb) 17.4.14: Cyber Café — Section 2(1)(na) 17.4.15: Intermediary—Section 2(1)(w) 17.5: Digital Signature 17.5.1: Hash Function 17.5.2: Electronic Signature—Section 3(A) 17.5.3: Reliable Electronic Signature—Section 3A(2) 17.5.4: Secure Electronic Signature—Section 15 17.6: Electronic Governance 17.6.1: What is Electronic Governance? 17.6.2: Benefits of Electronic Governance 17.6.3: Rules of Electronic Governance 17.6.4: Legal Recognition of Electronic Records—Section 4 17.6.5: Retention of Electronic Records 17.6.6: Validity of Electronic Contract—Section 10(A) 17.6.7: Attribution of electronic records—Section 11 17.6.8: Acknowledgement of Receipt of Electronic Records—Section 12 17.6.9: Time and Place of Despatch and Receipt of Electronic Record—Section 13 17.7: Digital Signature Certification 17.7.1: Procedure for Obtaining Digital Certificate 17.7.2: Suspension of Digital Signature Certificates 17.7.3: Revocation of Digital Signature Certificates 17.8: Cyber Appellate Tribunal—Section 49 17.8.1: Appellate Tribunal 17.8.2: Adjudicating Officer 17.8.3: Powers of Cyber Appellate Tribunal 17.9: Penalties and Adjudication 17.10: Offences 17.10.1: Offences 17.10.2: Penalty for Offences 17.10.3: Compounding of an offence—Section 63 17.10.4: Cognizable Offence 17.11: Liability of Body Corporate 17.12: Duties of Controllers of Certifying Authority 17.12.1: Licence to Issue Electronic Signature Certificates 17.13: Duties of the Certifying Authorities 17.14: The Duties of a Subscriber 17.15: Power of the Central Government to Make Rules—Section 87 17.16: Issue not Covered in Information Technology Act 17.17: Excluding Liability of Intermediaries—Section 79 17.18: National Nodal Agency—Section 70A 17.19: Indian Computer Emergency Response Team—Section 70B 17.20: Power of a Police Officer and other Officers to Enter, Search, etc.—Section 80 Chapter 18: Companies Act, 2013 : Types of Companies and Their Characteristics 18.1: Definition of a Company 18.1.1: Literary Meaning 18.1.2: Legal Meaning—Section 2 (20) 18.2: The Characteristics of a Company 18.2.1: Incorporated Association 18.2.2: Artificial Person 18.2.3: Separate Legal Entity 18.2.4: Limited Liability Company 18.2.5: Transferability of Shares 18.2.6: Perpetual Existence 18.2.7: Separate Property 18.2.8: Common Seal 18.2.9: Company May Sue and Be Sued in Its Own Name 18.3: Body Corporate 18.4: Lifting of the Corporate Veil 18.4.1: Under Statutory Provisions 18.4.2: Under Judicial Interpretations 18.5: Illegal Association 18.6: Effects of an Illegal Association 18.7: Advantages of Incorporation 18.7.1: Independent Legal Entity 18.7.2: Limited Liability 18.7.3: Perpetual Succession 18.7.4: Transferability of Shares 18.7.5: Infinite Membership 18.7.6: Separate Property 18.7.7: Control and Management 18.8: Definition of a Public Company 18.9: Definition of a Private Company 18.10: Distinction between Private and Public Company 18.11: Limited Liability Companies 18.11.1: Companies Limited by Shares 18.11.2: Companies Limited by Guarantee 18.11.3: Companies Limited by Guarantee Having Share Capital 18.12: Unlimited Liability Company 18.13: Conversion of a Private Company into a Public Company 18.13.1: Conversion by Default 18.13.2: Conversion by Choice—Section 14 18.14: Government Companies 18.15: Foreign Company—Section 2(42) 18.16: Holding and Subsidiary Companies 18.16.1: Control of Composition of Board of Directors 18.17: Promoter 18.18: Legal Position of Promoters 18.19: Duties of Promoter of a Company 18.19.1: To Disclose Secret Profits 18.19.2: To Disclose all Material Facts 18.19.3: Promoter Must Make Good to the Company What He Has Obtained as a Trustee 18.19.4: To Act Diligently 18.19.5: To Use Public Issue Money for Object for which it was Raised 18.20: Preliminary Contracts or Pre-Incorporation Contract 18.21: Effects of Pre-Incorporation Contracts 18.21.1: Not Binding on Company 18.21.2: Cannot Ratify the Agreement 18.21.3: Promoter Personal Liability 18.21.4: Company Cannot Sue 18.22: Steps to obtain Certificate of Incorporation 18.23: One Person Company 18.24: The Features of one Person Company 18.24.1: Only One Shareholder 18.24.2: Nominee for the Shareholder 18.24.3: Director 18.25: Terms and Restrictions of one Person Company Chapter 19: Companies Act, 2013: Memorandum, Articles of Association and Prospectus 19.1: Define the Memorandum of Association 19.2: Purpose of Memorandum of Association 19.3: Provisions Relating to Printing and Signature of Memorandum 19.4: Form of Memorandum of Association—Section 4 19.5: Contents of the Memorandum of Association—Section 4 19.6: Legal Requirements as to the Name Clause 19.7: Legal Requirements as to the Registered Office Clause 19.8: Display of Registered Office Address 19.9: Legal Requirements as to the Objects Clause 19.10: Legal Requirements as to the Liability Clause 19.11: Capital Clause 19.12: Association or Subscription Clause 19.13: Provisions for Change in Name Clause of Memorandum of Company or Alteration of Name Clause 19.13.1: Change of Name on Own—Section 13 19.13.2: Rectification of Name on Own or on C.G’s Order—Section 16 19.14: Procedure to Change Registered Office from one Place to Another within the Same City 19.15: Procedure to Change Registered Office from one City to Another within Jurisdiction of the same Roc within the Same State 19.16: Procedure to Change the Registered Office from the Jurisdiction of One Roc to the Jurisdiction of Another Roc within the Same State Section 12 19.17: Procedure to Change the Registered Office from one State to Another 19.18: Procedure for Changing the Objects Clause of the Memorandum— Section 13 19.19: Alteration of Liability Clause 19.20: Doctrine of Ultra Vires 19.20.1: Ultra Vires to the Directors 19.20.2: Ultra Vires to the Article of Association 19.20.3: Ultra Vires the Memorandum of Association 19.20.4: Ultra Vires the Companies Act 19.21: Effects of Ultra Vires Transaction 19.21.1: Act Null and Void 19.21.2: Company Cannot Sue or Be Sued 19.21.3: Injunction 19.21.4: Personal Liability of Directors 19.21.5: Personal Liability of Directors to Third Parties 19.21.6: Ultra Vires Acquired Property 19.21.7: Ultra Vires Torts 19.22: Articles of Association 19.23: Distinguish between Memorandum and Articles of Association 19.24: Provision Related to Printing and Signature of Articles 19.25: Contents of the Articles of Association 19.26: Procedure for the Alteration of Articles of Association—Section 14 19.27: Limitations on Alteration of Articles 19.27.1: Not Inconsistent with Provisions of Any Act 19.27.2: Not Illegal or Against Public Policy 19.27.3: Not inconsistent with the order of a Government or a court 19.27.4: Must be Bonafide 19.27.5: Must Not Be Fraudulent 19.27.6: Must Not Result in Breach of Contract 19.27.7: Must not Increase Liability of the Members 19.28: Binding Effects of Memorandum and Articles of Association 19.28.1: Members to the Company 19.28.2: Company to the Members 19.28.3: The Members Inter Se 19.28.4: Company to Outsiders 19.29: Doctrine of Constructive notice 19.30: Doctrine of Indoor Management 19.31: Exceptions to the Doctrine of Indoor Management 19.31.1: Knowledge of Irregularity 19.31.2: Negligence on the Part of the Outsider 19.31.3: Forgery 19.31.4: No Knowledge of the Articles 19.31.5: Acts Outside Apparent Authority 19.31.6: Void or Illegal Transactions 19.32: Prospectus 19.32.1: What Constitutes an Offer to Public? 19.33: Circumstances when the Prospectus is not Required to be Issued 19.34: Abridged Prospectus—Section 33 19.35: Statutory Requirements in Relation to a Prospectus 19.35.1: Statement of an Expert 19.36: Red Herring Prospectus—Section 32 19.37: The Contents of a Prospectus. Section 26 and Rule 3, 5 of Companies (Prospectus and Allotment of Securities) Rules, 2014 19.37.1: Reports with Prospectus 19.37.2: Declaration of Compliance 19.38: Refusal to Registrar Prospectus by the Registrar of Companies 19.39: Shelf Prospectus and Information Memorandum—Section 31 19.40: Misstatement in Prospectus 19.41: Liability for Misstatement in Prospectus—Section 34–35 19.41.1: Civil liability—Section 35 19.41.2: Criminal Liability—Section 34 19.41.3: Class Action—Section 37 19.42: Defenses Available to Directors in Case of Misleading Prospectus 19.42.1: Withdrawal of Consent 19.42.2: Issue Without Knowledge 19.42.3: Ignorance of Untrue Nature of the Statement 19.42.4: Official Documents 19.42.5: Statement of Expert 19.43: Defenses Available to Experts in Case of Misleading Prospectus Chapter 20: Companies Act, 2013: Share Capital and Transfer of Shares 20.1: Share Capital 20.1.1: Authorized Capital—Section 2(8) 20.1.2: Issued Capital—Section 2(50) 20.1.3: Subscribed Capital—Section 2(86) 20.1.4: Called-up Capital—Section 2(15) 20.1.5: Paid up Capital—Section 2(64) 20.1.6: Uncalled Capital 20.1.7: Reserve Capital 20.2: Nature of Shares 20.2.1: Types of Shares 20.3: Equity Shares 20.4: Preference Shares 20.5: Kinds of Preference Shares 20.5.1: Cumulative and Non-cumulative Preference Shares 20.5.2: Participating and Non-participating Preference Shares 20.5.3: Redeemable and Irredeemable Preference Shares 20.5.4: Convertible and Non-convertible Preference Shares 20.6: Redemption of Redeemable Preference Shares (Section 55) 20.7: Equity Shares with Differential Rights or Non-Votingshares—Rule 4 of Companies (Share Capital and Debentures) Rules, 2014 20.7.1: Procedure 20.8: Voting Rights to Shareholders—Section 47 20.8.1: Voting Rights of Equity Shareholders 20.8.2: Voting Rights of Preference Shareholders 20.8.3: Voting Rights of Equity Shareholders with Differential Voting Rights 20.9: Allotment of Securities 20.10: General Provisions for the Allotment of Securities 20.10.1: By Proper Authority 20.10.2: Within a Reasonable Time 20.10.3: Must be Communicated 20.10.4: Absolute and Unconditional 20.11: Mode of Issue of Securities—Section 23 20.12: Legal Rules for Allotment—Section 39-40 20.13: Return of Allotment—Section 39 20.14: Underwriting Agreement—Section 40 (6) Read with Rule 13 of Companies (Prospectus and Allotment of Securities) Rules, 2014 20.15: Brokerage 20.16: Alteration of Share Capital Clause—Section 61 20.17: Reduction of Share Capital—Section 66 20.18: Procedure to the Reduction of Share Capital—Section 66 20.19: Diminution of Share Capital 20.20: Issue of Shares at Premium 20.21: Utilisation of Securities Premium Amount—Section 52 20.22: Conditions for the Issue of Shares at Discount—Section 53 20.23: Stock or Stock Certificate 20.24: Distinguish between ‘Share’ and ‘Stock’ 20.25: forfeiture of Shares 20.26: Legal Requirements for forfeiture of Shares 20.26.1: In Accordance with Articles 20.26.2: Proper Notice 20.26.3: Resolution for Forfeiture 20.26.4: Bona Fide and in Good Faith 20.27: Effect of forfeiture of Shares 20.28: Surrender of Shares 20.29: Lien on Shares—Rules 9 to 12, Table ‘F’ of Companies Act, 2013 20.30: Bonus Shares—Section 63 20.30.1: Procedure for Bonus Shares 20.31: Pre-Emptive Right or Right Shares—Section 62 20.31.1: When Further Shares are not Required to be Offered to Existing Shareholders 20.32: Call on Shares 20.33: Requisites for Valid Calls 20.34: Calls in Arrear 20.34.1: Effects of Non-payment of Calls 20.35: Calls in Advance 20.35.1: Effects of Calls in Advance 20.36: Buy-Back of Shares—Section 68 20.36.1: Sources of Buy-back 20.36.2: Authority of Articles 20.36.3: Passing of Resolution 20.36.4: Post-Debt Equity Ratio 20.36.5: SEBI Guidelines 20.36.6: Notice 20.36.7: Time Limit 20.36.8: Buy-back shall be Permissible 20.36.9: Other Paper Work 20.36.10: Buy-back of Securities Prohibited 20.37: Member 20.37.1: Subscribers to Memorandum 20.37.2: By Application in Writing 20.37.3: By Agreeing to Take Qualification Shares of a Public Company—Director 20.37.4: By Entering His Name in Records of Depository as Beneficiary 20.37.5: By Transfer or Transmission 20.37.6: Other Methods 20.38: Who can Become a Member of a Company? 20.38.1: Individual 20.38.2: Body Corporate 20.38.3: Government 20.38.4: Partnership Firm 20.38.5: Other 20.39: Minor as Member of Company 20.40: Termination of Membership 20.41: Rights of a Member of the Company 20.42: Rights of Members as a Group 20.43: Transfer of Shares—Sections 56 and 58 20.43.1: Time Period for Deposit of Instrument for Transfer 20.43.2: Value of Share Transfer Stamps to be Affixed on the Transfer Deed 20.43.3: Time Limit for Issue of Certificate on Transfer—Section-56(4) 20.43.4: Private Company shall Restrict Right to Transfer its Shares 20.43.5: Restriction on Transfer in Private Company not Applicable in certain cases 20.43.6: Time Limit for Refusal of Registration of Transfer 20.43.7: Time Limit for Appeal Against Refusal to Register Transfer by Private Company 20.43.8: Time Limit for Appeal Against Refusal to Register Transfer by Public Company 20.44: Procedure of Transfer—Section 56 20.44.1: Procedure for Transfer of Share in a Private Company 20.44.2: Basic Procedure for Transfer of Share in a Public Company 20.45: Nomination—Section 72 20.46: Transmission of Securities 20.47: Certificate of Security—Section 56 20.48: Distinction between Share and Share Certificate 20.49: Duplicate Share Certificate 20.50: Debenture 20.51: Types of Debenture 20.51.1: Redeemable or Irredeemable Debenture 20.51.2: Convertible or Non-convertible Debenture 20.51.3: Secured or Unsecured Debenture 20.52: Rights of Debenture Holder 20.53: Debenture Trustee—Section 71 20.54: Functions of Debenture Trustees—Section 71 Read with Rule 18 of Companies (Share Capital and Debentures) Rules, 2014 20.55: Provisions for Creation of Debenture Redeption Reserve Section 71 Read with Rule 18 of Companies (Share Capital and Debentures) Rules, 2014 Chapter 21: Companies Act, 2013: Meeting and Power of Board 21.1: Kinds of Company Meetings 21.2: Requisites of a Valid Meeting 21.2.1: By Proper Authority 21.2.2: Proper Notice 21.2.3: Chairman 21.2.4: Quorum 21.2.5: Other Rules 21.3: Different Manner of Serving notice to Members 21.3.1: Notice in Case of Joint Holders 21.3.2: Notice by Registered Post or by UPC 21.4: Provisions Regarding notice of General Meeting 21.4.1: Accidental Omission to give Notice of General Meeting 21.4.2: Intentional Omission 21.5: Annual General Meeting (Agm)—Section 96 21.5.1: Extension of Time for Holding AGM 21.6: Report on Agm—Section 121 21.7: Notice of Annual General Meeting 21.8: Default in Holding an Annual General Meeting—Section 97-99 21.9: Usual Business at an Agm—Section 102 21.10: Extraordinary General Meeting—Egm—Section 100 21.11: Extraordinary General Meeting on Requisition 21.12: Eogm by Tribunal—Section 98 21.13: Proxy—Section 105 21.14: Revocation of Proxy After Appointment 21.15: Quorum for General Meeting—Section 103 21.15.1: When Quorum is Required to be Present 21.15.2: Quorum of One Man 21.16: Chairman of a General Meeting—Section 104 21.17: Powers of the Chairman of a General Meeting 21.18: Poll—Section 109 21.19: Postal Ballot—Section 110 21.20: Procedure for Passing Resolution by Postal Ballot 21.21: Business Passing Resolution through Postal Ballot 21.22: Adjournment of Meeting 21.23: Meeting of Debenture Holders 21.24 :Meeting of Creditors 21.25: One-Man Meeting 21.26: Motion 21.27: Kinds of Resolutions 21.27.1: Ordinary Resolution 21.27.2: Special Resolution 21.28: Resolution Requiring Special notice—Section 115 21.29: Minutes of Proceedings of General Meeting—Section 118-119 21.30: Meaning of Board of Directors 21.31: Powers of the Board of Directors Which can be Exercised at their Meeting—Section 179 21.31.1: Delegation of Powers 21.32: Prohibition and Restriction Regarding Political Contributions by Directors—Section 182 21.32.1: Penalty 21.33: Power of the Board to Make Contribution to National Defence Fund—Section 183 21.34: Powers that can only be Exercised by the Board of Directors of a Public Company with the Consent of the Company in a General Meeting—Section 180 21.35: Prohibition and Restriction Regarding Charitable Fund by Directors—Section 181 21.36: Restriction on Non-Cash Transaction Involving Directors Section 192 21.37: Prohibition on forward Dealings in Securties of Company Section 194 21.38: Prohibition on Insider Trading—Section 195 21.39: Frequency of Board Meetings—Section 173 21.40: Day, Time and Place of Board Meeting 21.41: Notice of Board Meeting—Section 173 21.41.1: Meeting at Shorter Notice 21.42: Content of Board Meeting Notice 21.43: Quorum for Board Meeting—Section 174 21.44: Matters which cannot be Dealt at Board Meeting through Video Conferencing 21.45: Chairman of Board Meeting 21.46: Voting at Board Meeting 21.47: Minutes of Board Meeting—Section 118 Chapter 22: Companies Act, 2013: Management of Company 22.1: Definition of Director 22.2: Disqualification of Director—Section 164 22.3: Legal Position of Director 22.3.1: Directors as Agents 22.3.2: Directors as Trustees 22.3.3: Directors as Employees of the Company 22.4: Duties of a Director—Section 166 22.5: Appointment of Directors 22.6: Appointment of First Directors—Section 152 22.7: Appointment of Directors at General Meeting or Directors Retirement by Rotation—Section 152 22.8: Deemed Appointment of Retiring Director—Section 152 22.9: Appointment of Director other than a Retiring Director—Section 160 22.10: Consent of Director with Roc and Company—Section 152 22.11 Director Identification Number—Section 153–159 and Rule 9 22.11.1: Procedure to Obtain DIN 22.11.2: Documents to be Attached 22.12: Appointment of Director by Board of Directors—Section 161 22.13: Appointment of Additional Director—Section 161(1) 22.14: Filling up Casual Vacancy—Section 161(4) 22.15: Alternate Director—Section 161(2) 22.15.1: Tenure of Alternate Director 22.16: Nominee Director—Section 161(3) 22.17: Who is an Idependent Director?—Section 149(6) 22.18: Provisions Relating to Independent Director—Section 149 22.18.1: Minimum number of independent director—Section 149(4) 22.18.2: Qualification—Rule 5 of Companies (Appointment and Qualification of Directors) Rules, 2014 22.18.3: Tenure 22.18.4: Remuneration 22.19: Minimum and Maximum Number of Directors—Section 149 22.20: Small Shareholders’ Directors—Section 151 along with Rule 7 of Companies (Appointment and Qualification of Directors) Rules, 2014 22.20.1: Procedure for appointment—Rule 7 of Companies (Appointment and qualification of directors) Rules, 2014 22.20.2: Disqualifications of SSD 22.20.3: Vacation of Office 22.21: Minimum and Maximum Number of Directors—Section 149(1) 22.22: Number of Directorship—Section 165 22.22.1: Penalty 22.23: Vacation of Office of Director—Section 167 22.24: Removal of Director by Shareholder—Section 169 22.25: Compensation for Loss of Office—Section 202 22.25.1: Quantum of Compensation 22.26: Resignation by Director—Section 168 and Rule 15-16 22.27: Validity of the Acts of the Director Where His Appointment is Invalid—Section 176 22.28: Power of Board of Directors 22.28.1: Exception 22.28.2: Directors Acting Mala Fide 22.28.3: Directors Themselves Wrong Doers 22.28.4: Incompetency of the Board 22.28.5: Deadlock in Management 22.29: Related Party Transaction—Section 188 22.29.1: Who is a Related Party? 22.29.2: Related Party Transactions 22.29.3: What is ‘Office’ or ‘Place of Profit’? 22.29.4: Exemption or Non-applicability 22.29.5: Approval or Permission 22.29.6: Disclosure 22.29.7: Penalty 22.30: Disclosure of Director’s Interest—Section 184 22.30.1: General Disclosure—Section 184(1) 22.30.2: Specific Disclosure—Section 184(2) 22.30.3: Penalty 22.31: Loan to Directors—Section 185 22.31.1: Penalty 22.32: Managing Director—Section 2(54) 22.32.1: Appointment of Managing Director 22.32.2: Tenure of Appointment—Section 196 22.33: Disqualification of Managing Director or Whole-Time Director or Manager—Section 196 22.34: Whole-Time Director—Section 2(94) 22.35: Distincton between Managing Director and Whole-Time Director 22.36: Manager—Section 2(53) of Companies Act 2013 22.37: Distinction between Managing Director and Manager 22.38: Appointment of Key Managerial Personnel—Section 203 22.38.1: Who is a Key Managerial Perosnnel? 22.38.2: Companies Required to Appoint KMP 22.38.3: Manner of Appointment 22.38.4: Restrictions Regarding Appointment of KMP 22.38.5: Other Provisions Relating to KMP 22.39: Managerial Remuneration 22.39.1: Schedule V-Part II-Section IV—Perquisite not Included in Managerial Remuneration 22.40: Methods of Determination of Remuneration 22.41: Overall Limits on Managerial Remuneration 22.42: Managerial Remuneration Where the Company Has Profit 22.43: Managerial Remuneration Where Company has no Profit or Inadequate Profit 22.44: Salient Features of Schedule-V of Companies Act, 2013 22.44.1: Part-I–Conditions for Appointment 22.44.2 PART II-Section I—Remuneration Payable by Companies having Profits 22.44.3: PART II-Section II—Remuneration Payable by Companies having no Profits or Inadequate Profits without Approval of Central Government 22.44.4: PART II-Section III—Remuneration Payable by Companies having no Profits or Inadequate Profits without Central Government Approval in Certain Special Circumstances 22.44.5: Part II-Section IV—Perquisite not Included in Managerial Remuneration. 22.44.6: Part II-Section V—Remuneration Payable to Managerial Personnel from two Companies 22.44.7: Companies Exempted 22.45: Effective Capital 22.45.1: Time when Effective Capital shall be Calculated Chapter 23: Payment of Bonus Act, 1965 23.1: Introduction 23.2: Application of the Act 23.3: Act not to Apply to Certain Classes of Employees—Section 32 23.4: Definition 23.4.1: Accounting Year—Section 2(1) 23.4.2: Establishment in a Private Section—Section 2(15) 23.4.3: Establishment in a Public Section—Section 2(16) 23.4.4: Employer—Section 2(14) 23.4.5: Employee—Section 2(13) 23.4.6: Available Surplus 23.4.7: Allocable Surplus—Section 2(4) 23.4.8: Salary or Wages—Section 2(21) 23.5: Who is Entitled to Bonus? 23.6: Disqualification for Bonus—Section 9 23.7: Computation of the Number of Working Days 23.8: Who is Liable to Pay Bonus? 23.9: Payment of Minimum Bonus—Section 10 23.10: Payment of Maximum Bonus—Section 11 23.11: Calculation of Bonus with Respect to Certain Employees Section 12 23.12: Adjustment of Customary or Interim Bonus—Section 17 23.13: Set on and Set off of Allocable Surplus—Section 15 23.13.1: Set On of Allocable Surplus 23.13.2: Set Off of Allocable Surplus 23.13.3: Utilization of Carried Forward Amount 23.14: Liability of the New Firm to Pay Bonus—Section 16 23.14.1: First Five Accounting Years 23.14.2: Sixth and Seventh Accounting Year 23.14.3: From the Eighth Accounting Year 23.15: Presumptions about the Accuracy of Balance Sheet and Profit and Loss Account of the Company—Section 23 23.16: Procedure as Regards the Recovery of Bonus—Section 21 23.17: Time Limit for the Payment of Bonus—Section 22 23.18: Powers of Inspectors—Section 27 23.19: Application of the Act to Establishment in Public Sector—Section 20 23.20: Bonus Linked with Production or Productivity—Section 31 A 23.21: Power of Exemption—Section 36 Chapter 24: The Payment of Gratuity Act, 1972 24.1: What is Gratuity? 24.2: Scope of Payment of Gratuity Act, 1972 24.2.1: The Act Applies to the Persons Employed in the Following Establishments 24.2.2: The Act Does Not Apply to the Following Persons 24.3: Definition 24.3.1: Appropriate Government—Section 2(a) 24.3.2: Continuous Service—Section 2-A 24.3.3: Deemed Continuous Service 24.3.4: Wages—Section 2(s) 24.3.5: Employee—Section 2(e) 24.3.6: Employer—Section 2(f) 24.3.7: Family—Section 2(h) 24.4: Circumstances in Which the Gratuity Becomes Payable 24.4.1: Continuous Service of Five Years 24.5: To whom is the Gratuity Payable? 24.6: Calculation of the Amount of Gratuity Payable 24.6.1: Rate of Gratuity 24.6.2: Rate of Gratuity for Piece Rate Employee 24.6.3: Rate of Gratuity for Employees is Seasonal Establishment 24.6.4: Maximum Amount of Gratuity—Section 4(3) 24.6.5: Mode of Payment of Gratuity 24.6.6: Better Terms of Gratuity—Section 4(5) 24.7: forfeiture of Gratuity—Section 4(B) 24.7.1: No Gratuity Attached in the Execution of a Decree—Section 13 24.8: Rules for the Nomination of Gratuity 24.8.1: Nomination to be Made with a Fixed Time—Section 6(1) 24.8.2: Distribution of Gratuity—Section 6(2) 24.8.3: Nomination in Favour of Family—Section 6(3) 24.8.4: Modification of a Nomination 24.8.5: Death of the Nominee 24.8.6: Safe-custody of Nomination—Section 6(7) 24.9: Rules as to Determination of the Amount of Gratuity 24.9.1: Determination of Gratuity 24.9.2: Payment of Gratuity 24.9.3: Payment of Interest—Section 7(3A) 24.10: Payment of Gratuity in Case of a Dispute—Section 7(4) 24.11: Rules for the Recovery of Gratuity—Section 8 24.12: Compulsory Insurance of the Employee 24.13: Rules Regarding Appointment of an Inspector under the Act 24.13.1: Appointment of Inspectors—Section 7(A) 24.14: Powers of Inspectors 24.15: Provisions Relating to Penalties—Sections 9–12 24.15.1: False Statement or False Representation 24.15.2: For Contravention of the Act 24.16: Appeal for Payment of Gratuity Chapter 25: Employees Provident Fund and Miscellaneous Provisions Act, 1952 25.1: Basic 25.2: Applicability of the Act 25.2.1: Applicability 25.2.2: Non-applicability 25.2.3: Once Applicable Always Applicable 25.3: Definitions 25.3.1: Appropriate Government—Section 2(a) 25.3.2: Authorised Officer—Section 2(aa) 25.3.3: Basic Wages—Section 2(b) 25.3.4: Employer—Section 2(e) 25.3.5: Employee—Section 2(f) 25.3.6: Excluded Employee—Section 2(f) 25.3.7: Exempted establishment—Section 2(fff) 25.3.8: Factory—Section 2(g) 25.3.9: Superannuation—Section 2(II) 25.4: Central Board—Section 5 25.5: Employee’s Pension Fund Scheme—Section 6 25.6: Employees’ Pension Scheme—Section 6A 25.7: Employees Deposit Link Insurance Scheme—Section 6B 25.8: Recovery of Money Due From Employer—Section 8B 25.9: Transfer of Accounts—Section 17A 25.9.1: If the New Establishment is Covered Under PF Act 25.9.2: If the New Establishment is not Covered Under PF Act 25.9.3: If the Old Establishment was not Covered Under PF Act 25.10: Transfer of Establishment—Section 17B 25.11: Protection of Fund of Employee from Attachment—Section 10 Chapter 26: Limited Liability Partnership Act, 2008 26.1: Features of LLP 26.2: Difference between Partnership and LLP 26.3: Difference between Company and LLP 26.4: LLP Agreement 26.4.1: Stamp duty 26.5: Incorporation Document—Section 11 26.6: Incorporation by Registration 26.7: Partner—Section 5-6 26.7.1: What if the Number of Partners Reduces Below Minimum? 26.8: Designated Partner—Section 7–9 26.8.1: Designated vs Managing Partner 26.9: Major Duties of a Designated Partner 26.10: Registered Office 26.10.1: Procedure for Change of Registered Office 26.11: Name of LLP—Sections 11–21 26.11.1: Change in name of LLP—Section 17 26.12: Name Guideline—Rule 18 of LLP Rules, 2009 26.13: Partners and their Relations and Extent of Liability—Sections 22–31 26.13.1: Cessation of Partner 26.13.2: Notice of Cessation 26.13.3: Liability on Cessation 26.13.4: Right on Cessation 26.14: Whistle Blowing—Section 31 26.15: Contribution by Partner—Section 32–33 26.15.1: Increase in Contribution 26.15.2: Steps for Increase in Contribution by Way of Introduction of New Partner 26.16: Voting Right 26.17: Audit and Financial Disclosures—Section 34–35 26.17.1: Appointment of Auditor 26.17.2: Who can be Appointed as Auditor? 26.17.3: Exemption from Audit 26.17.4: Removal of Auditors 26.18: Assignment and Transfer of Partnership Rights—Section 42 26.19: Investigation—Sections 43–46 26.19.1: Documents to be Kept Open for Inspection 26.20: foreign LLP—Section 59 and Rule 34 26.21: Taxation of LLP 26.22: Conversion of Partnership Firm or Private Company or Unlisted Public Company into LLP—Sections 55– 58 26.22.1: Eligibility for Conversion 26.22.2: Procedure and Effect of Conversion 26.23: Steps for Conversion of Partnership into LLP 26.23.1: Step 1—Deciding Partners and Designated Partners 26.23.2: Step 2—Obtain DIN and Digital Signature 26.23.3: Step 3—Checking Name Availability for LLP 26.23.4: Step 4—Drafting of LLP Agreement 26.23.5: Step 5—Filing Incorporation Documents 26.23.6: Step 6—Filing Conversion Application 26.23.7: Step 7—Certificate of Registration 26.23.8: Step 8—Information for Conversion to the Register of Firm 26.24: Conversion of Private Compnay into LLP 26.24.1: Step 1—Deciding Partners and Designated Partners 26.24.2: Step 2—Obtain DIN and Digital Signature 26.24.3: Step 3—Checking Name Availability for LLP 26.24.4: Step 4—Drafting of LLP Agreement 26.24.5: Step 5—Filing Incorporation Documents 26.24.6: Step 6—Filing Conversion Application 26.24.7: Step 7—Certificate of Registration 26.24.8: Step 8—Information for conversion to the register of companies 26.25: Compromise, Arrangement or Reconstruction of LLPS—Section 60 26.25.1: Procedure 26.26: Winding-Up of LLP—Sections 63 and 64 26.27: Advantages of LLP 26.28: Disadvantages of LLP Chapter 27: Employees’ State Insurance Act, 1948 27.1: Introduction 27.1.1: Objectives 27.1.2: Applicability 27.2: Definitions 27.2.1: Appropriate Government 27.2.2: Factory 27.2.3: Employment Injury—Section 2(8) 27.2.4: Employee 27.2.5: Principal Employer 27.2.6: Seasonal Factory 27.2.7: Wages 27.3: Insurable Employee 27.4: Contribution 27.5: ESI Benefits—Section 46 27.5.1: Medical Benefits 27.5.2: Sickness Benefit 27.5.3: Maternity Benefit 27.5.4: Disablement Benefit 27.5.5: Other Benefits 27.6: ESI Court—Sections 74–75 Index