Business Law

Introduction
‡ What is business?
(Business is as old as civilization. Over the period of time it has gained enormous power over customers/employees/shareholders)

‡ Environment of Business ‡ Factors Constituting the Business Environment

Meaning & Nature of Law
‡
a) b) c) d)

What is Law? ( Legally Accepted Ways)
Law to ;
A Citizen A Lawyer A Legislator A Judge
³A set of rules derived by the State to regulate the conduct of its people, recognized by the State and enforced by it on its people termed as Law´ ³Business Law represents all those legal rules which are connected with Trade, Industry & Commerce´

‡ ‡

Nature of Law -- Changing (Non Static) Objective ± Establishing Order

Characteristics of Law ‡ ‡ ‡ ‡ ‡ ‡ ‡ A body of rules For the guidance and conduct of persons Imposed Enforced by the executive Presupposes a State Contents are non-static Develop Social Order & Compel Social Member to remain in order ‡ Serves Social/Political/Economic purpose ‡ Law & Morality ‡ ³ignorantia juris non excusat´ .

Int.Classifications of Law ‡ ‡ ‡ ‡ ‡ Public Law / Private Law Criminal Law / Civil Law Substantive Law / Procedural Law International Law / Municipal Law Public International Law / Pvt. Law .

Sources of Business Law ‡ ‡ ‡ ‡ English Mercantile Law Business Customs & Usages Statute Law Judicial Decisions of Higher Courts / System of Precedents .

Its rules define the remedies that are available in court of law against a person who fails to perform his/her contract and conditions under which the remedies are available´ .Law of Contract ³ The law of contract is that branch of law which determines the circumstances in which promises made by the parties to a contract shall be legally binding on them.

Nature of Indian Contract Act. 1872 ‡ Provides for remedies against failure ‡ The conditions under which remedies are available ‡ Ensures realization of reasonable expectation of the parties ‡ Not as exhaustive act (deals with the general principles of law of contract and some special contracts only) ‡ Doesn¶t lay down limits & duties rather create limiting principles ‡ The act is neither the whole law agreements nor whole law of obligations ‡ jus in rem v/s jus in personem (privity of contract) .

Section 2 (h) ‡ Agreement = Offer + Acceptance >> Promise (Promisee & Promisor) ‡ Consensus ad idem ‡ Legal Obligation should be created .Agreement & Contract ‡ ³A contract is an agreement made between two or parties which the law will enforce´ .

& ‡ Obligations are created on the part of another ‡ And on failure. .What is a Contract ? ‡ An Agreement ‡ Enforceable by law ‡ Made between atleast two parties ‡ By which rights are acquired by one. the other party has a remedy.

but all contracts are agreements´ . Enforce by law ³All agreements are not contracts.AGREEMENT & ENFORCEABILITY Every promise and very set of promises forming consideration for each other.

between the two parties) ‡ Capacity (Competency) of Parties ± (age/sound mind/not disqualified to enter) (undue influence. misrepresentation cause absence of free consent) ‡ Free & Genuine consent of the parties ± ‡ ‡ ‡ ‡ Lawful Objects Must not have been expressly declared Void Certainty & possibility of performance Legal Formalities may .Essential Elements of a Valid Contract ‡ Offer & Acceptance ‡ Intention to create a legal relationship ‡ Lawful consideration ± (advantage/benefits moving to & from . fraud.

Classification of Contract ‡ Classification as per Validity (void/voidable/illegal/unforceable) ‡ Void Agreement & Void Contract ‡ Classification as per formation (Express/Implied/Quasi) ‡ Classification as per performance (Executed/Executory/Unilateral-Executed Consideration /Bilateral ± Executory Consideration) .

when he ³signifies to another his willingness ³to do´ or ³not to do´ (i.Offer & Acceptance ‡ ³A person is said to have made an offer/proposal.e. with a view to obtaining the ascent of that other to such act or abstinence´ ± Section 2 (a) Offerer/Proposer/Promisor Offeree/Proposee/Promisee/Acceptor . abstain from doing) anything.

Legal Rules ‡ Offer must be such that is capable to be accepted in law and gives rise to legal relationship ‡ Terms of offer must be definite. unambiguous and not loose & vague ‡ Offer must be communicated ‡ An offer must be distinguished from (i) an invitation to make an offer (ii) declaration of intention to offer ‡ Offer must be made with a view to obtaining the ascent ‡ Offer should not contain a term the noncompliance of which may be assumed to amount to acceptance .Offer .

Acceptance & Legal Rules ‡ Acceptance is the act of assenting by the Offeree to the offeror ‡ Acceptance may be express OR implied ‡ Who can accept? (only the Offeree) ‡ Acceptance must be legal & unqualified ‡ It must be communicated to the offeror ‡ It must be according to the mode prescribed ‡ It must be given within a reasonable time ‡ Showing intention to fulfil the terms of promise ‡ It cannot be implied by silence (mere mental acceptance is no acceptance) ‡ Must be given before the offer lapses .

Revocation or Lapse of Offer ‡ By Communication of Revocation ‡ Death of insanity of either party before acceptance ‡ By lapse of time (if not accepted within the prescribed time) ‡ Non fulfillment of specific condition ‡ If a counter offer is made ‡ If the acceptance is not according to the prescribed mode and the Offeree is informed ‡ Revocation & Rejection .

Completion of Communication Offer or Acceptance OFFER : when it comes to the knowledge of the Offeree ACCEPTANCE : (i) As against the offeror : when putted into course of transmission (out of acceptors¶ power) (ii) As against the acceptor : when it comes to the knowledge of the offeror Revocation of Offer or Acceptance (i) As against the person who makes it -when putted into course of transmission.when it comes to his knowledge . (ii) As against the person to whom it is made -.

abstinence. forbearance or promise ‡ It may be past.Consideration ‡ When A promises to do µsomething¶ A must get µsomething¶ in return ± this something is known as µconsideration¶ (Affirmative Act / Abstinence / Promise) ‡ It must move at the desire of the promisor ‡ It may move from promisee or any other person ‡ It may be act. future ‡ Need not be adequate ‡ It must be real and not illusory ‡ It must not be something which the promisor is not already bound to do ‡ It must not be illegal / immoral ‡ Stranger to the Contract . present.

25] ‡ Agency [Sec. 1 to Sec.A registered agreement between near relatives based on natural love & affection is enforceable.Contract without Consideration (Exceptions) ‡ Love & Affection [Sec 25 (1)] -. ‡ Compensation for Voluntary Services [25 (2)] ‡ Promise to pay a time barred debt [25 (3)] ‡ Completed gift [Expl. 185] ‡ Charitable subscription .

a) Minors b) Persons of unsound mind c) Persons disqualified by from contracting ‡ Alien Enemies / Corporations / Insolvent / Convicts . ‡ As Sec. 11 declares following persons to be incompetent to contract.Capacity to Contract ‡ As per Sec. 10 an agreement becomes a contract if it is entered into between the parties competent to contract.

a) coercion ± sec 15. e) mistake ± sec 20. c) fraud ± sec 17. 21 & 22 .Free Consent ‡ Sec. 13 ³two or more persons are said to be consented when they agree upon the same thing in the same sense´ ‡ A consent is said to be free when it is not caused by. b) undue influence ± sec 16. d) misrepresentation ± sec 18.

if permitted.Legality of Object ‡ Sec 23 declares that object & consideration of a contract should be lawful ‡ Consideration & object could be unlawful:a) If it is forbidden by law b) If it is of such a nature that. it would defeat the provisions of any law c) If it is fraudulent d) If it involves or implies injury to the person or property of another e) If the court regards it as immoral f) If the agreement opposed to public policy .

meaning of which is uncertain (Sec 29) Agreements to do impossible acts (Sec 56) . Agreements by incompetent parties-(Sec11) Agreements made under a mutual mistake of fact (Sec 20) Agreements. the consideration or object of which is unlawful (Sec 24) Agreements made without consideration (Sec 25) Agreements.Void Agreements ‡ ‡ ‡ ‡ ‡ ‡ The following agreements have been expressly declared to be void by the Contract Act.

incidental to the contract . Contract. if some event. Its performance depends upon happening or non-happening of some event in future The event must be uncertain The event must be collateral. i. does or does not happen (Sec 31) 3 essential characteristics of Contingent.e. collateral to such contract.Contingent Contracts ‡ ‡ ‡ ‡ i) ii) iii) Contract may be Absolute OR Contingent Absolute contract is one in which the promisor binds himself to performance in any event unconditionally A contingent contract is a contract to do or not to do something.

Joint Promisors. 43 comes into effect thereby. liability of joint promisors is joint & several.Performance of Contract ‡ Sec 38 says if a promisor has made an offer to perform as per the contract and the promisee does not accept that.. If not. the promisor is not responsible for non performance. sharing of loss arising from default of one (43 para 1.2. ‡ Devolution of joint liabilities (Sec 42 to 44) (When 2 or more Promisors have made the promise. Third Person. they are known as the joint promisors) All of them must fulfil the promise jointly (42). Agent. Legal Rep. ‡ By whom the contract must be performed. a joint promisor may claim contribution.3) . Promisor himself.

Discharge of Contract ‡ Discharge of contact means termination of the contractual relationship between the parties. A contract may be discharged by. Performance Agreement of Consent Impossibility Lapse of time Operation of law Breach of contract a) b) c) d) e) f) .

2. 3. 4. Rescission of contract Suit for damages Suit upon quantum meruit Suit for specific performance of the contract Suit for injunction . A remedy is the means given by law for the enforcement of right When a there is breach of contract. the injured party has one or more of the following remedies. 5.Remedies for Breach of Contract ‡ ‡ 1.

‡ It is an obligation which the law creates in the absence of any agreement. Quantum meruit >> µas much as erned¶ 7. Supply of necessaries 2. Mistake or Coersion 6. ‡ Sec. Responsibilities of finder of goods 5. Payment by an interested person 3. Obligation to pay for non-gratuitous 4. Compensation for failure to discharge obligation created by quasi contracts .Quasi Contracts Law of Quasi Contract ± Law of Restitution ‡ As a matter of fact Quasi Contract is not a contract at all. 1. It is rather created by Law. 68 -72 deals with following kinds of quasicontractual obligations.

147) of Indian Contract Act 1872 covers these provisions ‡ A contract by which one party promises to save the other from loss caused to him by the conduct fo the promisor himself. or by the conduct of any other person. 124.Contracts of Indemnity & Guarantee ‡ Chapter VIII (sec. (sec 124) ‡ Promisor >> indemnifier & the promisee >> indemnity holder ‡ Rights of indemnity holder when sued (sec 125) (all damages/all expenses-costs/all sums) ‡ Rights of indemnifier (the act is silent) . is called a µcontract of indemnity¶.

Concurrence/Primary & Secondary liability/Essentials of a Valid Contract (in case of principal debtor being a minor.Guarantee (Sec. ‡ The person who gives ± µsurety¶ ‡ Who defaults ± µprincipal debtor¶ ‡ To whom it is given ± µcreditor¶ ‡ It may be oral or written. the surety is regarded as principal debtor) . express or implied ‡ Essential features. 126) ‡ A contract of guarantee of a contract to perform the promise or discharge the liability of a third person in case of his default.

Contract of Indemnity v/s Contract of Guarantee CoI Two parties Liability is Primary Only one Contract Indemnifier not to Act on the request Of Indemnified Liability arises only In case of Contigency >> >> >> >> >> CoG Three Parties Liability is Secondary Total three contracts Surety to give guarantee upon debtor¶s request Debt/duty already exists the performance of which has been guaranteed by the surety >> .

) ‡ Discharge of Surety (surety¶s liability ends) (revocation/creditor¶s conduct/invalidation) .A few features ‡ Nature of surety¶s liability (coextensive/limitation) ‡ Kinds of guarantee (specific / continuing) ‡ Revocation of Continuing Guarantee (notice/death etc.

One who delivers called µBailor¶ and to whom delivered called µBailee¶. 148) ‡ Duties of Bailee (take care of bailed goods/not to make unauthorise use/exclusive benefits to the bailee/not to mix the bailed goods with his own/to return the goods) ‡ Duties of Bailor (disclose known faults/bear extraordinary expenses of the bailee/receive back the goods/indemnify bailee in case of premature termination) .181) of Indian Contracts Act 1872 ‡ µBailment¶ means µdelivery of goods¶ by one person to another for some purpose upon a contract.Bailment Ch. when the purpose is accomplished be returned or disposed off as per the directions given by the person delivering them. IX (sec 148 . >>> (sec. that they shall.

Lien means right of a person to retain possession of some goods until the claims are satisfied. i) Particular Lien & ii) General Lien (sec 170) (sec 171) Only those goods All the goods which Against which services are in possession Have been rendered (bankers/attorneys) .Cntg. >>> Law relating to lien. These could be of two types.

the pawnee cannot use the goods pledged.Pledge ‡ ‡ ‡ ‡ ‡ ‡ Bailment of goods as security for payment of a debt for performance of a promise is called µpledge¶. bailment is for a purpose of any kind In case of default. in case bailment bailee may do so if the contract so provides . bailee may either retain the goods or sue for his charges In case of pledge. pawnee may sell the pledged goods. in this case The bailor is called >> pledger or pawnor The bailee is called >> pledgee or pawnee (sec 172) Pledge is bailment of goods as security.

X (sec. 182-238) of Indian Contract Act 1872 ‡ An Agent is a person employed to do any act for another. 182] Person who represent called ³Agent´ Person who is represented called ³Principal´ ‡ Essentials of Agency Relationship.[sec.Contract of Agency Ch. Principal and the Agent (no consideration is necessary to create agency) & 2. 1. or to represent another in dealings with third person(s) --. Intention of the Agent to act on behalf of the Principal . Agreement btn.

skill & dilligence/to render accounts to the Principal/not to deal on his own account/to pay sums received for the principal/to protect & preserve interest of the principal in case of his death or insolvency/not to use the information obtained in the course of agency against the principal/not to make secret/not to delegate authority .A few features ‡ Creation of an Agency (Express Agreement/Implied Agreement/Ratification) ‡ Duties of Agent (to carry out work undertaken as per instructions/to carry out work with reasonable care.

[sec.Sale of Goods Act 1930 Chapter VII of the Indian Contracts Act 1872 (contained the provisions earlier) ‡ Sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price. Goods. ‡ Sale & Agreement to Sell ‡ Essentials of Contract of Sale (Two parties-Buyer & Seller. 4 (1)]. Transfer of Property. Essential elements of a valid contract) ‡ Sale & Hire Purchase Agreement ‡ Sale & barter or exchange ‡ Sale & bailment ‡ Price here means the money consideration for a sale of goods [sec 2 (10)] ‡ Earnest (some tangible thing as a token) . Price.

[sec 13] ‡ A few Characteristics. delivery orders and railway receipt for goods) . hundis.Negotiable Instrument Act 1881 ‡ A negotiable instrument means a promissory note. bill of exchange and cheques) ii)negotiable by custom or usage (Bankers draft or pay order. i) negotiable by statute(promissory notes. title of holder free from all defects. bill of exchange or cheque payable either to order or to bearer. recovery) ‡ Types. (freely transferable.

) ‡ A bill of exchange is an instrument in writing containing and unconditional order. bank note or currency note is not a promissory note-as those are money itself. date. signed by the . signed by the maker. Bills and cheques ‡ A promissory note is an instrument in writing (not being a bank note or a currency note) containing an unconditional undertaking. promise to pay money only.Notes. place etc. signed by the maker. definite & unconditional. to pay a certain sum of money nly to or to the order of cerain person. certain sum of money. formalities like number. or to the bearer of the insturment [sec 4] ‡ Elements (Writing. signed by the maker. certain parties. promise to pay.

drawee. a certain person or to the bearer of the instrument [sec 5] ‡ Parties to the bill >>> three (drawer. contain an order to pay. or to the order of.Contd«. maker. payee) ‡ Elements (writing. directing a certain person to pay a certain sum of money only to. order must be unditional. requires 3 parties. sum payable must be certain) ‡ A cheque is a bill of exchange drawn upon a specified banker and payable on demand [sec 6] .

For which without prejudice to any other provision of this act. the holder of the instrument must give notice to all concerned. be punished with imprisonment for a term which may extend to one year OR with a fine which extend to twice the amount of the cheque OR with both .Dishonour of a Negotiable Instrument ‡ A bill may dishonoured by non-acceptance(since only bill required acceptance) or by non payment. ‡ A drawer of dishonoured cheque shall be deemed to have committed an offence.(sec 93) ‡ Notice of dishonour could be oral or written and must be sent within a reasonable time. (sec 91 & 92) ‡ When a negotiable instrument is dishonoured either by non-acceptance or non-payment. A promissory note or a cheque are dishonoured by non payment only.

. 6. state & centre level for speedy & simple addressel. of products hazardous to life & property Be informed about the qlty. 2. purity. 4.The Consumer Protection Act. qty. ‡ The act seeks to provide better protection to consumers¶s rights. 1986 ‡ 1. standard and price of products against unfair trade practices Be assured access to products at competitive prices Be heard and to be assured that the consumers¶ interest will receive due consideration Seek redressal against unfair trade practices Consumer education The act provides for establishment of quasijudicial machinery at district. 5. Be protected against mktg. Such as rights to. 3. ptency.

if any. shall be its President ‡ Two other members of proven track record (one of whom shall be woman) ‡ Term of office (5 yrs or 65 yrs of age whichever is earlier) ‡ Jurisdiction : To entertain complaints where the value of the products and the compensation.000/- . claimed do not exceed Rs. 500.[sec 10 to 15] ‡ A person who is. or has been.Disputes Redressal Agencies ‡ Consumer Disputes Redressal Forum (The Disctrict Forum) ---. or is qualified to be a District Judge.

shall be its President>>Central Govt. whichever is earlier ‡ Jurisdiction: 1.Appeals against the order of District Forum National Commission [Sec 20 to 23] ‡ A person who is or has been a Judge of Supreme Court. appoints under consultation of CJ of SC ‡ Term 5 yrs or 70 yrs of age. shall be its President >>State Govt. whichever is earlier ‡ Appeal against National Commission can be done in SC within 30 days . 2. >5 lac but not more than 20 lac. appoints under consultation with CJ of HC ‡ Term is 5 yrs or 67 yrs of age.The State Commission [Sec 16 to 19] Consumer Disputes Redressal Commission ‡ A person who is or has been a Judge of a High Court.

‡ Preventing concentration of economic power ‡ Prohibiting monopolistic trade practices ‡ Prohibiting restrictive/unfair trade practices Constitution of MRTP Commission: ‡ Sec 5 of the Act requires Central Govt. 8 members ‡ Term is 5 yrs. can be reappointed for 2nd term only OR 65 yrs of age whichever is earlier . to constitute a commission (MRTPC) act mgmt. ‡ The commission will have a Chairman & min.MRTP Act 1969 The act aims at. 2 or max.

Powers of MRTPC
Powers
‡ ‡ ‡ ‡ ‡ ‡ ‡ Of a Civil Court To enquiry and pass final order To make enquiry & express opinion To grant temporary injunction To award compensation To enforce orders of MRTPC To investigate whether the orders are being implemented ‡ To punish for contempt ‡ To regulate the procedure

Foreign Exchange Mgmt. Act 1999
‡ FEMA replaced FERA 1973 and came into being w.e.f. June 1st, 2000

Authorized Person & its Duties:
‡ RBI may, on an application made in this regard, authorize a person to deal in Forex

Duties:
‡ ‡ ‡ ‡ ‡ To comply with RBI direction To ensure compliance of FEMA To produce books of accounts RBI may issue instructions time to time RBI may inspect the authorized person

FEMA
Contravention & Penalties:
‡ Penalties ‡ Enforcement of orders of Adjudicating Authority ‡ Power to compound contravention

Adjudication & Appeal:
‡ Adjudicating authority ‡ Appeal to Special Director ‡ Appeal to Appelate Tribunal

Appelate Tribunal:
Constitution/Chairperson & Members/Term (5yrs/65+62 yrs age bar respectively)

Powers of Tribunal and SD ‡ ‡ ‡ ‡ ‡ ‡ Shall not be bound by the Code of Civil Procedure They will have same powers as are vested in a Civil Court Their order shall have same decree as that of a Civil Court All proceedings under these shall be deemed to be judicial proceedings Power to inter-bench transfer Appeal against their decision may be filed in HC within 60 days of the receipt of such decision. .

6. 3. Appointment of Controller & other officers Functions of Controller Controller as repository Licence to issue digital signature certificates Application/Renewal/Suspension of Licence Power to delegate and investigate ‡ 1. 2000 ‡ ‡ ‡ 1. 3. 4. Penalty for failure to furnish information. Power to adjudicate . Residuary Penalty.Information Technology Act. 2. Penalty for damage. Digital Signature Electronic Governance Certifying Authorities. 5. 2. 4. Penalties & Adjudication.

) ‡ Composition of tribunal (shall consist of only one member termed as Presiding Officer) ‡ Qualification & Terms of Presiding Officer (a HC Judge OR Indian Legal Service Grade I officer for at least 3 yrs. term shall be for 5 yrs OR 65 yrs of age whichever is earlier) ‡ Resignation / Removal ‡ Procedure & Powers of the Tribunal ‡ Civil Court not to have jurisdiction/Appeal to HC .Cyber Regulations & Tribunal ‡ Establishment of tribunal (by center govt.

of any deceased person.The Patent Act 1957 (The act describes the procedure for grant of patent and protect his rights against infringement) ‡ Application for Patents: A patent application can be made by1. Examination of Applications Exclusive Marketing Rights (Application & Grant) Opposition to Grant of Patent (within 4 mnths of ad) Working of Patents . who immediately before his death was entitled to make such an application ‡ ‡ ‡ ‡ ‡ The Specification [sec 10]: A description of the invention is called the specification. 2. 3. Any person claiming to be the true and first inventor of the invention Any person being the assignee of the above person The legal rep.

‡ The copyright subsists in. literary. ‡ The board will have a Chairman. musical and artistic works. dramatic. a)original.The Copyright Act. b)cinematograph films and c) sound recordings ‡ Meaning of Copyright . 1957 ‡ The govt. The registrar of copyrights is the Secretary of the Board. has also constituted a Copyright Board. has established a copy right office under the control of Registrar of Copyrights. ‡ The govt. The board shall be deemed to be a civil court. who is or has been a Judge of a HC or is qualified to be a Judge of a HC.

contg.>>> ‡ Registration of Copyright [sec 44-50] ‡ Infringement of Copyright [sec 51] ‡ Civil Remedies for Infringement [sec 55] ..

but it exists and is not fictitious entity ‡ A separate legal entity. can be created & put to an end only by law ‡ It has its nationality and residence but is not a cityzen ‡ Company v/s Partnership ‡ Chartered/Statutory/Registered Co. a limited liability. ‡ Private & Public Limited Cos. 1956 ‡ An artificial person ± has no body.The Companies Act. no soul ‡ A voluntary association of persons ‡ It is not seen in physical form.) ‡ Certification of Incorporation ‡ The Promoter . (Name approval/submission of docs. ‡ Formation of Co.

2. has the power to all such things as are:. essential to achieve its object given in Memorandum & 3. Act.1. Reasonably and fairly incidental to its objects. 1. Everything else is Ultra Vires the Co.1956. 1. To protect investors in the company & 2. 2. ‡ Distinction between Memorandum & Articles of Association ‡ Doctrine of Ultra Vires (Ultra-Beyond & Vires ± Power) A co.authorized by Co. To protect creditors to ensure appropriation of funds. Object of the Co. The purpose of this doctrine is two fold. . within which the Co.Memorandum & Articles of Association ‡ Memorendum of Assoication shall consists of. State in which the registered office of the co. regulations and bye-laws for the internal management of the affairs of a Co. shall keeps its business ‡ The Articles of Association are the rules. Name of the Co. is situated 3.

mgmt & project v) Particulars in regard to the co. directors. promoters & experts) ‡ Underwriting Commission & Brokerage . dating.IPO ‡ ‡ i) ii) iii) Prospectus (Invitation to public. and other listed companies under the same mgmt vi) Outstanding litigation vii) Mgmt.¶s perception of risk factors ‡ Liabilities for mis-representation in prospectus (against the co.. means of financing (including contribution of promoters) iv) Co.. registration) Contents of Prospectus General Information Capital Structure Terms of the present offer (objects. project cost.

Contg. Place of ‡ ‡ ‡ ‡ ‡ ‡ ‡ Authorized. having sharing capital shall file this within 60 days of AGM) ‡ Register of Members [sec 150] (Index. Power to close) ‡ Annual Return (Every co. may do so subject to confirmation by the court) . >>> keeping the register. Registered or Nominal Capital Issued & Subscribed Capital Called-up Capital Paid-up Capital Uncalled Capital Reserve Capital Reduction of Share Capital (Under sec 100 a co.

Contg. 3. >>> ‡ 1. Special Resolution [sec 100] Application to the court Registration of court-order with Registrar ‡ ‡ ‡ ‡ ‡ ‡ ‡ ‡ Conversion of debentures or loan into shares Stock & Shares (Distinction) Application & Allotment of Shares Share Certificate Share Warrant Distinction between Share Warrant & Share Certificate Buy Back of Securities Transfer of Shares . Procedure of reduction fo share capital. 2.

Surrender of Shares (Sec 77 prohibits) Forfeiture of Shares Purchase by Co. 3.Appointment by Co.Central Govt.By the Central Govt.Co. Removal of Directors. First Directors.. 3..By third parites. >>> ‡ ‡ ‡ ‡ ‡ ‡ 1. 4. 2. Shareholders[284].Contg.By the Board. 5. of its own shares Dividends Debentures Appointment of Directors. 6.By proportional representation. 2. ‡ 1. Law Board ‡ Reconstruction & Amalgamation [394] .

¶s life ‡ A Process in which the Co. is dissolved ‡ Official Liquidator & His Duties ‡ Dissolution of Company [481] ‡ Defunct Company [560] ‡ Restoration .Contg. >>> ‡ Winding up OR Liquidation >>Last stage in a Co.

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