Section b

1. Business law is the branch of civil law which lays

down the various principles to the business
community and provides them the legitimacy,
security and peace.
Business itself is very risky in the first place. The
business as a whole would not have lasted for
decades if some sort of legal protection was not
enforced. Vandalism and competition would have
totally destroyed employments and gdp and the
businesses. In a business, contracts, reports and
accountability is a very commonly used term. There
are many stakeholders with vested interest in a
business. It is very important that all of them get the
share of a pie. It would be very unfair if one group of
stakeholders is to enjoy the benefit while the other is
to pay the price. For these reasons, business laws are
formulated to ensure protection and justice. Business
 law helps protect businesses and its stakeholder by
creating burden to be accountable and transparent at
the same time giving businesses protection and
insurance against future legal uncertainties.

Business law is a section of code that is involved in

protecting liberties and rights, maintaining orders,
resolving disputes, and establishing standards for the
business concerns and their dealings with government
agencies and individuals. Every state defines its own set
of regulations and laws for business organizations.
Similarly, it is also the responsibility of the business
concerns to know the existing rules and regulations
applicable to them. Business law plays a vital role in
regulating business practices in a country. -
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Following are some importance of business law:
a. Compensation issues:
It is very important that there is no discrepancies in
compensation to employee or any party whatsoever
the cause be or the consequences shall be fatal.
Business law will help ensure compliance with such
issues.
b. Business formation:
 Establishing a business includes lot of legal
proceedings, permits and formalities. It may differ
according to nature of business such as sole trading,
partnership or a company. Business law different
types of business for setup.
c. Protect intellectual property:
Business law ensures protection of intellectual
property so that business can feel safe and cut on
their expenses to ensure their safety. The law
provides them protection regarding their idea. This
way, they are also encouraged to focus on more
research and development which is a good thing for
the world economy as a whole.
d. Define regulations for operations:
Business law provides set rules in which it is clearly
defined what a business operation can be, any
deviance from the rules will result in compensations.
With such preset rules, business can decide to run
their operations smoothly without any possibility of
trouble from law in future.
e. Protect business:
Business law helps protect public relation of a
business. It ensures that there is no unethical
competition in a market. The best one is supposedly
 the winner in market. There will be healthy
competition.
f. Protect shareholders, consumers and employee rights:
Business law also ensures that the fund and effort of
related stakeholders are not exploited in any manner.
This is the reason why company are required by law t
be as transparent as they can possibly be to ensure
fair returns for related stakeholders.
g. Reliable financial information:
Reliable financial information are required by tax
authorities , investors and all those parties directly or
indirectly being affected by business activities. It is
very vital that the information provided are clear,
transparent and true. Business law provides guidance
to ensure true and fair financial reflection of a
business to authorities interested.
To conclude, business law help business world
flourish ensuring fair competition and protection for
groups with vested interest. In absence of business
law, business world would go bust as absence of
protection invites threat.
2. Quorum refers to the minimum number of
members of a deliberative importance required to
pass the proposal or resolution related. Under the
corporate charter, quorum is required to make the
proceedings of a meeting valid. This ensures that the
majority of stakeholders or shareholders is happy
with whatever proposal is being made and there is no
conflict in future.
The law requires company to held an annual general
meeting AGM to discuss the most important and vital
decisions. The shareholders and directors present at
the meeting takes decision to how and where the
company future will lie. Every company is required
to hold AGM within a year of incorporation or within
six months of end of fiscal year. The quorum
requirement of a public company is that annual
general meeting shall not be held unless at least 3
shareholders in person who are representing more
than 50 % of total allocated number of shares are not
present in the meeting and in case of postponed
meeting due to not fulfilling quorum, representing
25% of total allocated number of shares and at least 3
shareholders meet the quorum. For a resolution or
proposal to be approved, a simple majority vote is
required. But when the proposal is of greater
importance or in case of a special agenda,
shareholders representing of 75% of allocated
number of shares and at least 3 in person is required
to approve.
Companies’ act 2063 suggests the following
regarding the quorum of a public limited company:

a. Unless the articles of association of a public

company provides for a larger number for the
quorum, no proceedings of the meeting of the
public company shall be conducted unless at least
three shareholders of the total shareholders,
representing more than fifty per cent of the total
number of allotted shares of that company, are
present either in person or by proxy.
 b. Where a meeting cannot be held because of
quorum as referred to in Sub-section (2), and the
meeting is called next time by giving a notice of at
least seven days, nothing shall prevent the holding
of such a meeting if at least three shareholders,
representing twenty five percent of the total
number of allotted shares of the company, are
present either in person or by proxy.
c. Notwithstanding anything contained elsewhere in
this Section, in the case of a company incorporated
under the proviso to Sub-section (2), of Section 3
or a company incorporated under Subsection ( 1) of
Section 173, the presence of three shareholders as
mentioned in Sub-section(2) or (3) shall not be
mandatory.

3. On the basis of enforceability, there are usually three

types of contracts.
a. Valid contract:
It is the type of contract which is valid and is
enforceable by law. It contains all the essential
elements of a contract such as offer and
acceptance, consideration, intent, legality, etc. for
 example if I sign a contract to pay the store to buy
a machine from him. I will pay the amount and he
shall present me the machine to take home.
b. Void contract:
It is not even considered a contract as is not
enforceable in the court of law. It will not have one
or more essential element for a valid contract
which makes it have no effect in the court of law.
There is no need for action by any of the part
involved to terminate it since it does not create any
legal obligation to any of the party. An example
would be an agreement between a drug dealer and
a supplier in a country where drug is considered
illegal. It can be terminated easily since it wasn’t
even a contract in the first place.
c. Voidable contract:
These type of contract are neither expressly or
implied declared void by contract law or other law
in force. Its validity depends upon option available
 to the parties. It appears to be valid due to
availability of elements of a valid contract to be
enforceable, but has some flaws which could cause
either of the party to void it. It is legally binding
but at the same time with the possibility of being
void. The injured or the victimized party should
take action to terminate or else the contract is valid.
For example if Mr. Binod obtains acceptance from
Mr. Ishwor by coercion to sell his house to Mr.
Ishwor for 10 lakhs. Ishwor has tight to convert
this contract as void or valid. If he takes legal
action against the contract, it becomes void,
otherwise after the expiry of limitation, it becomes
valid.
4. Copyright is a bundle of right. This bundle of rights
gives the owner ability to assign or license his rights
to other for specific time and purpose which
maintaining safety of those rights that have not been
assigned or license yet. The owner of the copyright
has the following exclusive rights in broad:
a. Reproduction, distribution and display:
It is the most fundamental right of a copyright
holder. No one can reproduce a writer’s book or
novel without having express right. Distribution
and display by an unauthorized party can be
penalized if used without express rights. For
example: no one has right to publish, reproduce,
sell or advertise a writers book without buying
express rights from him.
b. Derivative works and performance right:
Any kind of translation of the original work or
modification or use is not allowed. For example: if
a writer pays commission to editor for editing his
manuscript, the original writer still owns the full
right to the edited one since he didn’t sell his right
and he paid the editor.
c. Moral rights:
 Other than the economic right of the copyright
owner, he also owns some moral rights. Moral
meaning no one can tamper with his work or
mutilate it in any manner. Suppose someone
downloads your story, changes it up in terrible
ways, and re-posts it while attributing it to you.
Most likely, you’d be able to make a legal claim
against them for disparaging your moral rights
associated with your copyright.
d. Subsidiary rights:
This is where it makes the list of right a bundle.
Subsidiary rights, and the associated permissions,
are specialized rights that only apply in particular
contexts. The examples are translation rights,
audio rights, electronic rights, reprint rights,
rights for educational use etc. the list goes on.
5. For a contract to be valid, it must contain some vital
elements such as offer and acceptance,
consideration, intent, legality and competent party
 or capacity. Competent party is one of the most
important element of a contract. Parties involved in
the contract must have the potential or capacity to
abide by the contract and ability to deliver what the
contract states. The parties must have legal ability
to enter the contract. Capacity can also refer to
someone’s ineligibility for other reasons, such as a
person’s age, declaration of bankruptcy, or past or
current incarceration. It can involve mental capacity,
as in the ability to understand the contents of the
document (i.e. a sound mind). This can include
individuals with cognitive impairments, individuals
who are incapacitated, and more. Under the following
cases, parties are not considered competent:

a. Under 18 or a minor
b. Unsound mind
c. Not qualified under current laws for whatsoever
reason
d. Disqualified by a special nature contract that does not
allow him to enter other contracts
e. A person under influence
A minor is a person of under age of 18 who
supposedly lacks the capacity to understand and
affirm the elements of a contract. For this, he may be
exploited thus is protected by law. He is given the
right to void the contract for lack of capacity or under
stability. If a competent party decides to enter a
contract with a minor, he or she may do it at her own
risk. A legal right called disaffirmance provides right
to a minor to back out. Adults do not have this ability
to disaffirm and are obligated by the contract.
However, there are situations in which even minors
cannot disaffirm too for example: real estate, loan,
stocks, and life insurance or in any cases where the
age is lied or misstated.
A minor may void the contract but if he hasn’t done
anything to void the contract till he is still a minor,
the contract remains valid. He may only void the
contract for lack of capacity only while he is still a
minor. For providing protection to a minor, his
agreement is void. But there are certain exceptions:
a. When minor has performed his obligation
b. A contract entered into by guardian of minor for
minor benefit
c. Contract of apprenticeship
For example if a minor of 10 years agrees to buy 80
kgs of materials, this contract is a void from the
beginning and can be disaffirmed by the minor any
time before he turns 18.

Section –A
1.
a. I don’t think this is a breach of contract because
it was impossible for b to complete the
construction due to lockdown. During lockdown,
movement of vehicles were completely restricted
to prevent the risk of spread of corona virus.
Whenever a party doesn’t fulfill his contractual
obligation without any lawful excuse or a
reasonable cause, it is said to be a breach.
In the Nepal Act, Section 15 reads as “In case
any party fails to carry out the contract, the
opposite party may realize compensation
therefore.” The clause defining a force majeure,
which means an unforeseeable circumstance that
prevents someone from fulfilling a contract, can
be exhaustive with narrow and specific language
or open ended with phrases like ‘’…natural
 calamities and such situations/circumstances.’’,
depending upon the parties’ construct. Thus, the
question whether Covid-19 and its consequences
amount to a force majeure situation depends on
how force majeure event is defined, burden of
proof allocated and interpreted. However,
provisions of Muluki Civil Code permits non-
performance on grounds of the performance
being illegal or impossible beyond the parties’
control carry sufficient spirit of the force majeure
clause. During the pandemic, government
imposed a lockdown due to which it made it
impossible for ‘A’ to supply ‘B’ with
construction materials, and for ‘B’ to be present
to carry out the construction work. Hence, it
might be concluded that this was not a Breach of
Contract.
b. a. Truly I believe A's refusal is legitimate as
indicated by the inquiry the development was
closed down totally so why for heaven's sake
will A compensation if the development has
completely halted. In the event that the
development was going out and if the
constructor had vowed to finish the work even in
the pandemic then the refusal to pay would not
be legitimate. A refusal of installment can be
perceived as the agreement was made with a half
year of time however the development was not
 begun so there was no substantial method to pay.
In any case, if the development begins after the
closure and still A won't pay then around then A
isn't right. Here I think Ais in ready to pay in
light of the fact that the work has not be done
and paying them presently will be simply paying
them for remaining inactive. There was contract
made of fruition in a half year which was not
finished as there was closure of work so it is
legitimate for A to won't.
2.
a. As indicated by question A selects B as his
operator to deal the quantity of sacks at the
pace of Rs 500.But B didn't follow what A had
notice and sold the quantity of packs in less
expensive rate so as to sell more packs But as
an Agent of A B should ask A whether he is
permitted to sell in less expensive rate or not
in which he didn't inquire. B dismissed the
principles and arrangement of agreement and
was not filling in according to the agreement
and gathered some sum in his own record .this
offers right to A to sue B as indicated by the
agreement A was will to give B 10% of the all-
out selling volume yet he didn't follow the
 agreement and as result A can end the
agreement legitimately and sue B in court.
b. So as indicated by the inquiry A was eager to
give B 10% of complete deals volume. Yet,
that was substantial just if B worked by the
agreement to which he didn't as he was selling
the packs at less expensive rate and gathered
some sum in his own record. So as should be
obvious that things are not going according to
contract B won't get the 10% as motivating
force and A has influence to end the agreement
as B was not working as per agreement and
sue B for taking some measure of the sacks
cash in his own record and abusing the terms
of agreement.

Section-c
1.
a. Organization and Shareholders of
Company is two completely various
substances. Organizations Act 2063
likewise has followed these hypotheses.
As per the standard of association, rule of
fixed obligation and the rule of free
legitimate individual, there is a distinction
between organization, its investors and
operators. If an agreement is held among
organization and other gathering,
organization is subject for executing the
obligations thereof. In the event that
agreement is held by the investors or
chiefs, at that point organization can't be
made subject for the obligations thereof.
The organization can be made obligated
distinctly for the agreement made for the
benefit of the organization yet can't be
made subject for the agreement finished
up by its investors or administrators for
their own motivation.
In any case, an arrangement went into
between the investors of an organization
in regard of the administration, activity of
the organization and the utilization of
casting a ballot right presented to them
will be official on them.
Given, in any case, that if any
arrangement of such understanding is
biased to the enthusiasm of the
organization or its minority investors,
such arrangement will be invalid to the
degree. The Company Act, 2063 has
additionally consolidated this rule.
 b. The way that B couldn't finish his work
was because of A not furnishing him with
the basic materials. Be that as it may, A's
refusal to make installment is very
legitimate also in light of the fact that as
referenced above because of the pandemic
all development works were closure. B
would have satisfied his obligation if the
development works were permitted right
now. As no work was completed by B
during this period at all, it is out of line to
A to pay the conceded to add up to B that
is 50 lakhs. An is reluctant to pay B since
he ought not be exposed to pay 50 lakhs to
B for remaining at home and not having
work done or finished. Be that as it may,
notwithstanding, if B has finished certain
measure of work and is requesting
installment, understanding the conditions
A may have made installment for
whatever measure of work he has done if
not everything. In any case, A not paying
B everything of 50 lakhs is substantial.
2.
a. • Court requested to do according to
segment 107 (an) of the debatable
instrument Act, 2034 which states if
cabinet issues check to other individual
and it is introduced before bank and it is
returned not having adequate parity as
respect the offense of check shame. Court
gave decision based on characterized
circumstance and lawful arrangement that
is as long as 3 months detainment by
making recoup the head and intrigue sum
as expressed within proper limits.
In such a manner court asserted the case
of Maheswor watching the demonstrations
of chief which was not viable with law
and lawful arrangement. Court settled on
choice to recoup the aggregate sum for
example head and enthusiasm computing
NRs. 2478000/ - and charged NRs. 1500/
- as fine to Bishnu. This decision given by
Supreme Court of Nepal is pleasing as:
Maheswor states that he had given
advance Rs. 12,39,000/ - to Bishnu on
2054/09/30 B.S. according to their
interest. Bishnu neglected to restore such
credit then Maheswor had been given a
check to get installment. The said check
was shamed due to not having balance in
 account. At that point Bishnu gave
Maheswor confirmation to restore such
advance sum in real money. Be that as it
may, he was unable to restore such sum
and they simply delayed to take care of it.
The new revision to Banking Offense and
Punishment Act has given that no
individual will give check without having
a sufficient sum in his/her record. The
discipline for the equivalent is a fine in
identicalness to the contested sum and a
prison term up to 3 (a quarter of a year)
which has individually been given as
discipline to Bishnu by the court.
b. In the accompanying case, the law of
Negotiable Instrument Act was followed
to settle on a choice by the Supreme
Court. A debatable instrument is an
archive ensuring the installment of a
particular measure of cash, either on
request, or at a set time, with the payer
named on the record. All the more
explicitly, it is a report thought about by
or comprising of an agreement, which
guarantees the installment of cash without
condition, which might be paid either on
request or sometime not too far off.
Highlights of Negotiable Instrument
incorporate written report, Right of
proprietorship, Easy negotiability and
better title to a true blue transferee for
esteem. Among the various types of
debatable instruments including
promissory bills, notes and so on the
accompanying case is identified with
cheque. As per the sec. 2 (h) of
Negotiable Instrument Act, 2034, "check
is a bill of trade drawn on a specific bank
payable on request". Here Maheswor was
given a disrespected check by Bishnu as
the sum referenced in the check is more
than the investor's store in the bank. As
per sec. 66 of Negotiable Instrument Act,
2034 upon the shame debatable
instruments, the gathering capable to such
instrument ought to send notice of
disrespect to all the concerned gatherings
and if any of the gatherings isn't told, he
won't be considered mindful towards the
instrument. Also, the new change to
Banking Offense and Punishment Act has
given that no individual will give check
without having a sufficient sum in his/her
record. The discipline for the equivalent is
a fine in equality to the contested sum and
a prison term up to 3 months.