Final For Law

Definition Contract can be defined as An Agreement enforceable by law is a contract.
t. A contract, therefore, is an agreement the object is to create a legal obligation , i.e. a duty enforceable by law. Essential elements of a valid contract 1. Offer and acceptance there must be a lawful offer and a lawful acceptance. 2. Intension to create legal relationship there must be an intension among the parties
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Essential elements of a Contract that the agreement should be attached by legal consequences and create legal obligations. 3. Lawful consideration consideration has been defined a the price paid by one party for the promise of the other. An agreement is legally enforceable only when each of the parties to it give something and get something. 4. Capacity of parties- the parties to an agreement must be competent to contract, otherwise it
Essential elements of a Contract(contd..) cannot be enforced by court of law. 5. Free consent- consent means the parties have agreed upon the same thing in the same sense. Free consent is absent if there is coercion, undue influence, fraud, misrepresentation or mistake. 6. Lawful object- the parties to the agreement must agree for the valid lawful object. 7. Writing and Registration- all contracts to be legally valid, must be in writing and registered.
Essential elements of a Contract(contd..) 8. Certainty- agreements, the meaning of which is not certain, or capable of made being certain, are void. 9. Possibility of performance- the contract must be capable of performance. An agreement which is impossible to perform, physically or legally is void.
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Kinds of Contracts 1. Valid contract- it is an agreement enforceable by law. Here, all the essential elements of a contract are existing. 2. Voidable contract- an agreement which is enforceable by law at the option of one or more of the parties there to, but not at the option of the other/s, is a voidable contract. 3. Void contract- this contract is not binding in law. The causes can be supervening
Kinds of Contracts (contd..) impossibility or subsequent illegality. 4. Unenforceable contract- this is a contract which is valid in itself, but is not capable of being enforced in a court of law because of some technical defects such as absence of registration, adequate stamping, or if time barred. 5. Illegal or unlawful contract- this contract is contrary to the law and hence is void ab-initio.
Kinds of Contracts (contd..) Contracts can also be expressed ,implied, constructive/quasi. Quantum Meruit means in proportion to the work done. For part performance of the contract, resulting in a breach, a suit of QM can be brought by the aggrieved party.
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Discussion on Companies Act, 1956 Most voluminous Legislation in the world; The Act has 658 Sections, XV Schedules; The entire Act is split into XIII Parts with each Part further being split into Chapters; The Rules and Forms are further stated in the Guidelines / Rules, 1957; There are many other Rules / Guidelines for supporting the provisions of the Sections
Functional Division of the Act

Part I - Definitions, CLB, National Company Law Tribunal(NCLT); Part II Incorporation of a Co. & matters incidental thereto; Part III Prospectus & Allotment relating to issue of shares & Debentures; Part IV- Share Capital & Debentures; Part V Registration of Charges; Part VI Management & Administration; Part VII Winding Up; Part VIII Companies formed under Previous Co, Law;
Functional Division of the Act (contd..) Part IX Cos. Authorised to Register under this Act; Part X Winding up of Unregistered Companies; Part XI- Cos. Incorporated outside India; Part XII- Registration Offices,& Officers & Fees; Part XIII- General- collection of Info. & statistics; The XV SCHEDULES follows thereafter.
Some Basic facts of the Companies Act, 1956 For the interpretation of each Section, there are innumerable Case Laws from the various Courts that have pronounced judgment supporting or contradicting an earlier decision; Company Law is the source from which the subject of Auditing gets its identity, importance and procedures to initiate Corporate Audit; The Act is heavily based on interpretation and justification, which decides the case.
Some Basic facts of the Companies Act, 1956 The Administrative Machinery to monitor the affairs is vested with the Ministry of Company Affairs(MCA), the Company Law Board(CLB); The routine functions are managed by the Registrar of Companies(ROC), having Regional Directors (RD), located in various states, where the companies are required to file documents and Returns, and the public is authorised to inspect the same according to the provisions of law.
Some Basic facts of the Companies Act, 1956 The other Regulatory Authority is the Securities & Exchange Board of India (SEBI). Section 55A of CA, 1956, gives exclusive powers to SEBI to administer the issue and transfer of securities and the non-payment of dividends as is stated in various Sections of the Act. In the 2006 Amendment, MCA introduced eGovernance ( known as MCA-21), u/s 610 B,C,D for filing of Returns & payments.
Some Basic facts of the Companies Act, 1956 ( contd..) u/s 266A to G, Director Identification Number (DIN) was introduced in 2006, to ease in the correspondence with the ROCs and quick identification in e-Filing;
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A Company, its Nature and Kind Section 3(1)(i) defines a Company as A Company formed and registered under the Act or an existing Company. or A company is an incorporated Association, which is an artificial juridical person, having a separate legal entity, with a perpetual succession and a common seal, a common capital comprised of transferrable shares, and carrying limited liability. ( Saloman vs Saloman & Co. Ltd.) 13, 2011 Jan, MMS -SEM II -2 LEG & TAX ASP 15
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A Company, its Nature and Kind( contd.) Section 11 defines an Illegal Association which states that No Company, Association or Partnership consisting of more than 20 persons ( 10 in the case of Banking Business) be formed to carry on any business for gain unless it is registered under the Companies Act or under any other law. Here the Liability is unlimited and personal.
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Types of Companies
PRIVATE COMPANY Sec 3(1)(iii):- A company with a minimum PUC of Rs one lac or more and which by its AOA 1) restricts the right of members to transfer shares, if any; 2) Limits the number of members to fifty , excluding members who were or are in the employment of the company; 3) Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company, and 4) Prohibits any invitation or acceptance of deposits from persons other than members, directors or their relatives.
Types of Companies (contd.)

PUBLIC COMPANY Sec 3(1)(iv):- It means a company which :Which is not a Private Co.; Has a min PUC of Rs. 5 lacs or such higher PUC, as may be prescribed; Can invite the public to subscribe to its shares & debs; Does not limit the max. number of members; Can invite or accept deposits from the public; and Is a Pvt. Co. but subsidiary of a Public Co.
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1) 2) 3) 4) 5) 6)
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Types of Companies (contd.) STATUTORY CO. :- It is incorporated by a special Act passed either by the Central or the State Legislature; GOVERNMENT CO. :- Section 617 defines a GC as any Company in which not less than 51% of the PUC is held by the Central / State Govt. FOREIGN CO. :- Section 591 to 596 discusses about such companies.
Types of Companies (contd.) Section 25 Co. :- These are Companies having obtained the prior permission of the CG not to include the words Ltd or Pvt. Ltd. behind their names since they have been formed to promote commerce, art, science, religion or any other charitable purposes and not to distribute the profits as dividends but to plough them back for the aforesaid activities.
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Types of Companies (contd.)

Types of Companies based on Liability of Members: Companies limited by shares; Companies limited by Guarantee Sec 12(2)(b); and Unlimited Companies - Sec 12(2)(c). Holding and Subsidiary Company ( Sec 4);
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Exemptions & Privileges of Pvt. Co

a) Only 2 Members can start a Co. which is 7 for Pub. Ltd. Co. Sec 12; b) It can commence business immediately on incorporation as it need not wait to obtain the Certificate for commencement of business Sec 149(7); c) Can function with 2 Directors while three are required otherwise Sec 252(2); d) For General Meetings, the Quorum is 2 persons personally present which is five for pub Co Sec174(1);
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Formation of a Company It is a lengthy process involving:

Promotion Incorporation or Registration; Capital Subscription; and Commencement of Business.
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Memorandum Of Association (MOA) MOA can be defined as the Charter which defines the limitation of the powers of the company. The MOA contains the fundamental conditions upon which alone the company is allowed to be incorporated. The contents of the MOA NAME clause, REGISTERED OFFICE clause, OBJECTS clause, LIABILITY clause, CAPITAL clause &
Memorandum Of Association (MOA) ASSOCIATION/SUBSCRIPTION clause. Under the Objects Clause, the MAIN and OTHER objects shall be separately stated. Alteration of the NAME Clause: A company may, by passing a Special Resolution, and with the approval of the C/G, in writing, change its name ( Sec 21). However, no such permission is required for dropping/addition of
MOA ( contd..) the words Limited or Pvt. Ltd. to the Companys name. Spl Res requires 21 days notice and with 75% of the Members present ( or through Proxy ) and voting are in favour of the Resolution.
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MOA ( contd..) The Doctrine of Ultra Vires:According to this Doctrine, all such acts or transactions of a Company which are ultra vires ( beyond the powers of) the objects clause of its MOA, SHALL BE WHOLLY NULL & VOID, and can never be subsequently ratified and validated, even though all the shareholders consent or purport to ratify such transaction.
Articles of Association (AOA) The AOA contains regulations for the internal administration of the Companys Affairs. It prescribes the Rules and Bye-Laws for the General Management of the Company and for the attainment of its objects as given in its MOA. Being subordinate to the MOA, the AOA cannot extend the objects as defined in the MOA.
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Contents of the AOA The extent to which TABLE A is applicable;

( Table A-Regulations for management of a company limited by shares)
Different classes of shares and their rights; Borrowing powers of Directors; Maintainance of Books of Accts and their Audit; Matters relating to Board Meetings; Winding Up; and many other Issues.
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ALTERATION OF AOA I. Sec 31- The alteration must not be inconsistent with the prov. of the C.A.,1956, MOA or alterations ordered by the CLB or any other statute; II. The alteration must not deprive any person of his rights under a contract; III. Approval of the C/G must be obtained in certain cases;
ALTERATION OF AOA (contd..) IV. The alteration must not constitute a fraud on the minority; V. The alteration must be bonafide for the benefit of the company as a whole.
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Binding force of MOA & AOA U/s 36, subject to the provisions of the Act, the MOA and AOA shall, when registered, bind the company and the members. This includes: Company is bound to its Members; Each member is bound to the Company; Each member is bound to other members in exceptional cases only; and Neither the company nor the members are bound to outsiders.
The Doctrine of Constructive Notice states that after the MOA and AOA is registered, it becomes a Public Document, and a person dealing with the company in a manner which is inconsistent with the provisions contained therein, the person shall be deemed to have dealt with the company at his own risk and cost, and shall have to bear the consequences thereof.
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DOCTRINE OF INDOOR MANAGEMENT In contrast to the earlier Doctrine, this Doctrine implies that persons dealing with the company are not bound to enquire into the regularity of the internal proceedings. The exception to the Rule is that when the outsider had constructive notice of the irregularity, or where proper enquiry was not done which could have revealed the anomaly or the documents dealt with are forged.
Distinction between MOA and AOA

MOA
States the broad framework within which the Co. functions; The MOA is subordinate to the Act; The MOA must be compulsorily filed with the ROC; Cannot be easily altered;
AOA
Mentions about the internal functioning which is subservient to the MOA; It is subordinate to the MOA; If Table A is adopted, then filing not required; Can be altered by special resolution only;
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Distinction between MOA and AOA

MOA AOA
Acts done ultra vires the Acts done by the AOA, MOA are void and cannot ultra vires the AOA but be ratified; intra vires the MOA, are simply irregular and not void. Outsiders have no remedy Outsiders can enforce the contract if ultra vires the against the co. even it is AOA. ultra vires the MOA.
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COMPANY MEETINGS Statutory Meetings( Sec 165)- Applicable only for Public Ltd. Cos.- The issues discussed are:Total no. of shares allotted and its characteristics; Total cash received; Abstract of the Receipts & Payments Account; Names,addresses,& occupation of the Directors; Particulars of contracts entered into;
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1. 2. 3. 4. 5.
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Statutory Meeting ( contd..) 6. Extent of Underwriting contracts entered into and the reasons therefor; 7. Arrears of any dues on calls from the directors, managers and others; 8. Particulars of any commission / brokerage paid to the Directors. This Meeting is held once in the lifetime of a Public Ltd. Co.
Annual General Meeting U/s 166, every company shall call an AGM every year and shall notify the members accordingly. Between two AGMs, there should not be a gap of more than 15 months. It should be held where the Registered Office is situated. The issues generally discussed are- To adopt the Accounts/ To declare a dividend/To appoint or reappoint Directors and To appoint the Auditors & fix his Remuneration.
Convened General Meeting by C/G U/S 167, the C/Govt. can convene a General Meeting if default occurs in holding an AGM u/s 166. This generally happens when the Directors are not ready with the Accounts, or the Auditors are Qualifying the Statutory Audit Report which can doubt the integrity of the Directors.
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Extra-Ordinary General Meeting u/s 169, the Board can, on requisition of the Members, shall call this meeting to discuss specific issues. The Members so requesitioning, should hold at least 10% of the total voting power. Section 171 to 186 discusses on Meetings:Sec 171- Length of Notice 21 days notice in writing is required. Sec 173- Explanatory statement attached to the
Meetings ( contd..) Notice explaining the facts and reasons for the item to be discussed. Sec 174- Quorum 5 members in the case of a Public Company and 2 members in the case of a Pvt. Co. Sec 175 Appointment of a Chairman. Sec 176- Proxies cannot speak at a meeting and can vote only if there is a poll. Sec 189- Ordinary & Special Resolution- It is 49:51
Meetings (contd..) for passing an O/R and 75:25 for passing a S/R. Sec 190 Resolutions requiring Special Notice. Sec 192- Registration of certain resolutions and documents; Sec 205- Dividends to be paid only out of profits; Sec 205C- Unclaimed dividend to be transferred to Investor Education & Protection Fund
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Books of Accounts & Audit Sec 209 Books of Accounts to be maintained by the Company; Sec 210- At every AGM, the Balance Sheet and the P&L Account to be placed; Sec 212- Balance sheet of Holding Co. to include details of Subsidiaries; Sec 217- Board Report - the state of companys affairs, amounts to be transferred to Reserves, amount to be recommended as dividend, material
Boards Report changes that have taken place between the B/S date and the date of the Report, activities of the Company and its Subsidiaries, remuneration received by executives exceeding Rs. 24 lacs per annum. Sec 217(2AA) discusses about Directors Responsibility Statement which states that the Accounting Standards have been followed, due prudence has been applied, proper care has been
Boards Report (contd..) taken to safe guard the assets and to prevent frauds and irregularities, and lastly the Accounts have been prepared on a Going Concern basis.
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Auditors Appointment & Remuneration Sec 224 The first Auditors are appointed by the Board within one month of registration and shall hold office till the AGM; The subsequent Auditors are appointed by the Members at the AGM by ordinary resolution ; Sec 224A states about Auditors appointed by a Special Resolution where 25% or more is held by a FI /CG /SG, either singly or jointly.
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Auditors Appointment & Remuneration ( contd..) u/s 224(1B), The Auditor has to give a written consent accepting the appointment, since the restriction on 20 Audits per Partner has to be adhered to; The Reappointment of Auditors, u/s 224(2), shall automatically happen, unless :1) He is not qualified for re-appointment; 2) He has given notice in writing of his unwillingness to be re-appointed;
Auditors Re-appointment ( contd..) 3) Resolution has been passed that the existing auditor shall not be re-appointed; 4) Where notice has been given to reappoint somebody else other than the retiring auditor, and the person serving the notice has expired or is incapacitated. u/s 224(3), the C/G has the power to appoint an auditor in case a vacancy is not being filled up;
Special Audit (Sec 233A ) The C/G may, on reports received or in its own volition, direct a Special Audit, if it is of the opinion that:I. That the affairs of the company are not being managed in accordance with sound business principles or prudent commercial practices; or II. That the company is being managed in a manner likely to cause serious injury or damage to the interests of the trade, industry or business
Special Audit (Sec 233A ) ( contd..) to which it pertains; or III. That the financial position of the company is such as to endanger its solvency; Cost Audit ( Sec 233B) For a company engaged in production, processing, manufacturing or mining activities, in accordance with the orders of the C/G, u/s 209, the Books of Accounts also to include such particulars as relating to utilisation of material,
Cost Audit ( Sec 233B) ( contd..)
Labour and other items of cost. The C/G may order the audit of the Cost Books to be conducted. The Cost Auditor shall be appointed by the Board with the previous approval of the C/G. The report to be furnished to the C/G with a copy to the Company. The C/G shall, give instructions regarding the action that needs to be taken.
DIRECTORS Sec 252(3) defines Directors also as the Board and are those persons, who are responsible for Directing, Governing or Controlling the Policy or Management of the Company Directors are the Trustees, Agents and Managing Partners of the Company and play a fiduciary role; Public companies to have at least 3 Directors and Private Co. 2 Directors.
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DIRECTORS( contd..) A Director must hold the requisite Qualification Shares as is stated in the AOA, as otherwise he ceases to be a Director automatically u/s 283(1); Section 274 discusses about the Disqualification of the Directors. A Director is disqualified if :i. Is of unsound mind; ii. Is an undischarged insolvent; iii. Has applied to be adjudged insolvent;
DIRECTORS( contd..)
iv. Has been convicted by a Court to at least six months imprisonment and five years have not lapsed thereafter; v. Has failed to pay the calls on the shares; vi. Has been disqualified for fraudulent activities; vii.If the Co. has failed to repay the Fixed Deposits or filing the Annual Returns.
DIRECTORS ( contd..) Sec 254 stipulates that the First Directors are appointed by the Subscribers to the Memorandum. U/s 255, the subsequent Directors are appointed by shareholders at the AGM. For a Public Ltd. Co. at least one third of the strength of the Board must retire by rotation, and can be reelected. FIs and Banks can nominate their Officers on the
DIRECTORS ( contd..) Board of companies to whom Term-Loan or W/C facilities have been granted. These Nominee Directors are not liable to retire by rotation; There can also be Additional Directors, Casual Vacancy and Alternate Directors.
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SALE OF GOODS ACT, 1930 The general provisions of the Indian Contract Act continue to be applicable to the contract of sale of goods, so far as they are not inconsistent with the provisions of the latter. Section4(1) defines a Contract of Sale as a contract whereby the seller transfers or agrees to transfer the property in the goods to the Buyer for a price. Contract of sale is a generic term and includes a
SALE OF GOODS ACT, 1930 ( contd..) sale and an Agreement to sell. In an Agreement to sell, there is no transfer of property to the buyer at the time of the contract. The conveyance of property takes place later so that the seller continues to be the owner until the agreement to sell becomes a sale. Hire Purchase as distinguished from Sale is that in HP, there is no agreement to buy, but there is only an agr. to hire, with an option to purchase.
SALE OF GOODS ACT, 1930 ( contd..) Goods u/s 2(7), can be Existing goods or Future goods or Contingent goods. In a contract for sale of goods, the major terms are called CONDITIONS and the minor terms are called WARRANTIES A Condition is a stipulation essential to the main purpose of the contract, the breach of which gives the aggrieved party a right to repudiate the contract.
SALE OF GOODS ACT, 1930 ( contd..) A Warranty is a stipulation collateral to the main purpose of the contract, the breach of which gives the aggrieved the right to sue for damages only, and not to avoid the contract itself. Conditions and Warranties may be either express or implied. What is expressly done puts an end to what is tacit or implied, and custom and agreement over-rule implied conditions and warranties.
SALE OF GOODS ACT, 1930 ( contd..) In every contract of sale, the Buyer shall have and enjoy quiet possession of goods. Doctrine of Caveat Emptor This mean that let the Buyer Beware. This means that it is the duty of the Buyer to be careful while purchasing goods of his requirement and, in the absence of any enquiry from the buyer, the seller is not bound to disclose every defect in the goods of which he may be cognisant.
SALE OF GOODS ACT, 1930 ( contd..) Exceptions to the Doctrine of Caveat Emptor: 1. Where the Seller makes a mis-representation and the buyer relies on it, such a contract can be voidable at the option of the Buyer; 2. Where the Seller makes a mis-representation, amounting to fraud, or conceals a defect which could not be discovered on reasonable examination, the buyer can rescind the contract as well as claim damages;
SALE OF GOODS ACT, 1930 ( contd..) 3. Where the goods are purchased by description and they do not correspond to the description; 4. Where the goods are bought by sample and the bulk does not match with the sample; 5. Where the buyer makes known to the Seller the purpose for which the goods are required and depends upon the skills and judgment of the seller, and the purpose is not served;
SALE OF GOODS ACT, 1930 ( contd..) Transfer of Property, can be for :Specific or ascertained goods; or Unascertained and future goods. Transfer of title by Estoppel arises when you are precluded from denying the truth of anything, which you have represented as a fact, although it is not a fact; The Buyer in such a case gets a better title than the Seller.
SALE OF GOODS ACT, 1930 ( contd..) Under Performance of Contract of Sale, u/s 31, it is the duty of the Seller to deliver the goods and of the Buyer to accept and pay for them, in accordance with the terms of the contract for sale. Rights of the Unpaid Seller can be against the goods or against the Buyer personally; as regards the goods, the Seller has :Right of Lien / Right of stoppage of goods in transit / and Right of Resale.
SALE OF GOODS ACT, 1930 ( contd..) Lien is the right to retain possession of goods and refuse to deliver them to the buyer, until the price due in respect of them is paid or tendered. Auction Sale is a process in which the Auctioneer invites bids from prospective purchasers and sells the goods to the highest bidder ( u/s 64).
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NEGOTIABLE INSTRUMENTS ACT, 1881 Negotiable Instrument(NI) means a Promissory note, Bill of exchange or Cheque payable either to order or to bearer. Only RBI can issue a P/N, payable to Bearer. Alternatively, a NI is one which is, by a legally recognised custom of trade or by law, transferable by delivery or endorsement and delivery, in such circumstances that- a) the holder of it for the time being may sue on it in his
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NEG. INSTRM. ACT, 1881(contd..) own name and- b) the property in it passes, free from equities to a bonafide transferee for value, notwithstanding any defect in the title of the transferor. The presumptions o a NI are :- there should be consideration/ it has to be dated/ that it is accepted within a reasonable time after its date but before its maturity/ should be duly stamped/must be a Holder in due course.
NEG. INSTRM. ACT, 1881(contd..) A P/Note is an instrument in writing ( not being a bank note or a currency note) containing an unconditional undertaking signed by the Maker, to pay a certain sum of money only to, or to the order of, a certain person, or to the bearer of the instrument. A Bill of Exchange is an instrument in writing containing an unconditional order, signed by the maker, directing a certain person to pay a certain
NEG. INSTRM. ACT, 1881(contd..) sum of money only to, or to the order of, a certain person or to the bearer of the instrument. There are three parties Drawer, Drawee and Payee. Accommodation Bill is not supported by any consideration or a trading transaction. The Drawer does not give any consideration to the drawee but is drawn to provide financial help.
NEG. INSTRM. ACT, 1881(contd..) A Cheque is a B/E drawn on a specialised banker and not expressed to be payable otherwise than on demand and it includes the electronic image of a truncated cheque and a cheque in the electronic form. An Inchoate Instrument is an incomplete or blank N/I, properly stamped and signed. Maturity of a N/I falls due three days after the date stated in the Instrument.
NEG. INSTRM. ACT, 1881(contd..) Holder of a N/I means any person entitled to the possession of the instrument in his own name and to receive or recover the amount thereon from the parties thereto. Holder in due course means any person who for consideration became the possessor of a N/I, if payable to bearer, or the payee or the indorsee thereof if payable to order, before the amount mentioned therein became payable, and without
NEG. INSTRM. ACT, 1881(contd..) sufficient cause to believe that any defect existed in the title of the person from whom he derived his title. A N/I may be dishonoured by Non-acceptance or non-payment.
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The Actual Reality
Facts, as such, never settled anything. They are working tools only. It is the implications that can be drawn from facts that count, and to evaluate these requires wisdom and judgment that are unrelated to the computer approach to life.
CLARENCE B. RANDALL
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COMPETITION ACT, 2002 (The PREAMBLE) An Act to provide, keeping in view the economic development of the country for the establishment of a Commission to prevent practices having an adverse effect on competition, to promote and sustain competition in the markets, to protect the interests of the consumers and to ensure freedom of trade carried on by other participants in markets, in India, and for matters connected therewith or incidental thereto.
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COMPETITION ACT, 2002 (contd..)
Sec 2 defines some important terms like :a) Acquisition, Agreement, Cartel, ba) Appellate Tribunal means the Tribunal established u/s 53A of the Act; f) Consumer means a person who buys any goods or hires any service .. h) Enterprise means any person or a Dept. of the Govt. engaged in the activity of production, storage, supply, distribution, acquisition or
COMPETITION ACT, 2002 (contd..)
control of articles or goods, including dealings in shares and debentures. Sec 3 Anti Competitive Agreements: No enterprise or AOP shall enter into any agreement in respect of production, supply, distribution, storage, acquisition or control which causes or is likely to cause an appreciable adverse effect on competition in India. This includes a Cartel.
Sec 3 Anti Competitive Agreements ( contd..) This section does not apply to JVs provided it increases the efficiency in production, supply, distribution, storage, acquisition or control of goods or provision of services. Under this provision, the following activities are contraventions :- Tie-in arrangement b) exclusive supply agreement c) exclusive distribution agreement d) refusal to deal & e) resale price maintenance.
Sec 4 Abuse of Dominant position The above practice includes unfair or discriminatory action, limiting or restricting production or services, obstructing or denying market practices, entering into contracts with supplementary tags, and to spread its dominant status into another market.
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Sec 5 - COMBINATION This section discusses about Mergers and Amalgamations of two or more units and the adverse impact that may arise on fair competition due to this combination. The Commission shall, on a written application to it, examine the impact of this combination and grant its approval. Sec 7 mentions about the setting up of a COMPETITION COMMISSION of INDIA.
COMPETITION ACT, 2002 (contd..) Sec 53A discusses abut establishing an APPELLATE TRIBUNAL.
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MONOPOLIES & RESTRICTIVE TRADE PRACTICES ACT, 1969 The Preamble An Act to provide that the operation of the economic system does not result in the concentration of economic power to the common detriment, for the control of monopolies, for the prohibition of monopolistic and restrictive trade practices and for matters connected therewith or incidental thereto.
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MRTPA, 1969 (contd..) Section 2 defines some important terms like the MRTP Commission, Director General of Investigation and Registration, Undertaking ( which by itself or jointly with inter-connected u/ts produces, supplies, distributes or controls not less than one-fourth of the total goods that are produced or supplied in India, or services rendered.) Sec 3 states that the Act is not applicable to:
MRTPA, 1969 (contd..) Govt Controlled company, Financial Institutions, Co-operative Societies, or Trade Unions. Secs 5 to 19 discusses about the appointment, powers, functions of the MRTPC and DGIR and the ways for implementing the Act. Sec 27 Division of an Undertaking: The MRTPC, on receiving a complaint from a Trade Association, or Customer, or from the State/
MRTPA, 1969 (contd..) C Govt. or upon its own knowledge or information, is of the opinion that that the working of the U/t is prejudicial to the public interest, or has led, or is leading, or is likely to lead, to the adoption of any MTP or RTP, inquire, as to whether it is expedient in the public interest to make an orderFor the division of any trade of the u/t by the sale of any part of the u/t or assets thereof, or
MRTPA, 1969 (contd..) for the division of any u/t or interconnected u/t into such number of u/ts as the circumstances of the case may justify. The C/G to be informed of the decision by the MRTPC. Sec 27A empowers the C/G to direct severance of inter-connection between U/ts. Sec 31states about Investigation by Commission of MTPs If the C/G feels that MTP is prevailing, then it can order the Commission to
MRTPA, 1969 (contd..) inquire and to report the findings. u/s 32, all MTPs are prejudicial to public interest except when the C/G is a Party or if it is for Defence related needs or for Internal Security.
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MRTPA, 1969 (contd..) Sec 33- Regn of Agreements relating to RTPs Certain activities/agreements as mentioned below, needs to be registered : Which restricts the buying or selling of goods; For purchase of goods to also agree to purchase some other goods; Restricting a person to trade only in the goods of the Seller; To buy or sell at pre-determined prices;
Sec 33- Regn of Agreements relating to RTPs To force discounts, rebates or credit; Restricting the re-sale prices as fixed by the Seller; To restrict the supply of goods or to earmark the market area for business; Sec 35 states about Registration of Agreements as ordered by the C/G.
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UNFAIR TRADE PRACTICES Sec 36A UTP is a trade practice, which, for the purpose of promoting the sale, use or supply of any goods, or for the provision of any services, adopts any unfair method or unfair or deceptive practice, including the undermentioned practices: Falsely represents that the goods are of a particular standard quality, grade, composition, model etc. Falsely represents that the services are of a
UNFAIR TRADE PRACTICES Sec 36A ( contd..) particular standard, quality or grade; Falsely represents second-hand goods as new goods; Makes a false or misleading representation concerning the need for, or the usefulness of any goods or services; etc. Sec 37 Investigation into RTPs by MRTPC : Whether a RTP has been registered or not, the
RTP ( contd..) Commission ( C ) can conduct an enquiry and if it is of the opinion that the practice is prejudicial to public interest, the C can order for the discontinuance of the practice or shall be modified as the C directs. Sec 38 discusses about Presumption as to public interest. Any RTP is prejudicial to public interest unless the MRTPC is convinced that the RTP is for the public good.
Common Sense above all
Facts, as such, never settled anything. They are working tools only. It is the implications that can be drawn from facts that count, and to evaluate these requires wisdom and judgment that are unrelated to the computer approach to life.
CLARENCE B. RANDALL

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Definition Contract can be defined as An Agreement enforceable by law is a contract.

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Functional Division of the Act

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Types of Companies (contd.)

Jan, 13, 2011

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Types of Companies (contd.)

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Exemptions & Privileges of Pvt. Co

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Formation of a Company It is a lengthy process involving:

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Contents of the AOA The extent to which TABLE A is applicable;

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Distinction between MOA and AOA

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Distinction between MOA and AOA

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

Cost Audit ( Sec 233B) ( contd..)

Aug 29, 2011

PGDM -SEM I -3 LEG & TAX ASP OF BUSN

Aug 29, 2011

PGDM -SEM I -3 LEG & TAX ASP OF BUSN

August 29, 2011

PGDM -SEM I -4 LEG & TAX ASP OF BUSN

The Actual Reality

Jan, 13, 2011

MMS -SEM II -2 LEG & TAX ASP OF BUSN

COMPETITION ACT, 2002 (contd..)

COMPETITION ACT, 2002 (contd..)

PGDM -SEM I -5 LEG & TAX ASP OF BUSN

PGDM -SEM I -5 LEG & TAX ASP OF BUSN