QUESTIONS
1)
2)
3)
4)
5)
Draft a specific offer imagining subject matter, terms and parties involved.
Draft a general offer imagining subject matter, terms and parties involved.
Draw a diagram showing flaw in consent. Illustrate any one with suitable examples.
Draw a chart showing classification of contracts along with examples.
Represent modes of revocation of contract in a diagram and write a small note on
each mode.
6) Draft a rental agreement and identify important parts such as parties, terms and
description.
7) Show in a chart form about persons incompetent to enter into contract.
8) Draw a chart showing classification of goods with examples.
9) Draw a chart showing rights of unpaid seller and illustrate any one right very briefly.
10) Prepare a list showing various conditions and warranties in a sale.
11) Prepare a list of essential elements in a sale.
12) Draft a sale agreement imagining subject matter, parties, conditions and terms
13) Draft a model agreement to sell in future imagining subject matter, parties,
conditions and terms.
14) Prepare a list of exceptions to the rule that no one can give that which one has not
(Non Owners).
15) Draw a chart showing the hierarchy of consumer redressal agencies in India and
explain any one agency with reference to jurisdiction powers and constitution.
16) Prepare a list of the necessary documents to be submitted when a complaint is to be
lodged in a consumer forum.
17) Draw a chart showing all the services covered under Consumer Protection Act.
18) Enlist the addresses of consumer forum in your area along with names of members,
website address and also about State and National Forums.
19) Create an advertisement to be released by the Government or a Voluntary
Association educating the consumers about their rights.
20) Give examples of Trademarks, patents, copyrights, trade names, geographical
indications etc. and show in the record.
21) List out all the necessary documents for obtaining trademarks, copy rights
22) Draw a chart which shows various cyber crimes along with penalties.
23) Draw a chart showing modes of appointment of directors. Explain any one type.
24) List out various kinds of meetings held by a company.
25) List out various types of resolutions and describe the situations in which each one is
necessary.
26) Draft a model of proxy
27) Draw a chart showing different types of winding of a company.
28) Draft a notice to the shareholders inviting them to the annual general meeting of
the company specifying the business to be transacted in the meeting.
29) Prepare a chart showing points to be included in a written agreement while
drafting so as to make it valid.
30) Give a brief account of the famous case –Harvey Vs Facey.
31) Draft an imaginary agreement between Mr.Gopal and Mr.Mohan for altering the
date of supply of 400 bags of Birla Cement with their mutual consent, discharging
an existing contract of supply of cement.
32) List out the differences between a suit for breach and suit for specific
performance?
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33) Draft a service contract between an employer and an employee imagining names
of the parties, terms and conditions.
34) Draft any two resolutions passed in a company meeting and record them in the
minutes book.
35) State the differences between an injunction order and a stay order?
36) Draft a model written contract between Mr.Rama Rao S/o. Shri Krishna Rao and
Mr.Rasheed S/o.Mohd. Qursheed for selling a second hand car for Rs.1,00,000/giving other particulars as per your imagination including two to three expressed
conditions and
warranties.
37) Draft a model of Lorry Receipt for sending 4 Televisions, 2 washing Machines, 3
Refrigerators from Hyderabad to Vijayawada through MODERN TRANSPORT
CO.
38) Present the procedure for registration of a Trade mark owned by you.
39) Prof.Ram wrote a Text Book on Business Law, which was prescribed by Osmania
University for B.Com students. Mr.Sharma prepared a guide on the same subject
taking questions form the Text Book. So a suit was filed describing it as an
infringement of Copy right of the author. Can it be maintained? State who is a
plaintiff and who is a respondent in it?
40) Draft the notice of a statutory meeting of a company.
41) Draft a detailed agenda of an Annual General Meeting of a Public Company.
42) Draft an explanatory statement to be attached to the notice of an Extra Ordinary
Meeting for removal of a director who has misused the funds of the company in
the reception of his son‟s marriage.
43) Draft a statutory report of an imaginary company.
44) Prepare a table showing the differences between an agreement to sell gold and a
sale deed of gold?
45) Draft a lease deed for a period of 10 years for letting out a building to a college
management.
46) Mr. Raju agreed to supply 200 bags of sugar to Mr. Ravi @ Rs.4000/- per bag,
otherwise to pay damages @ Rs.1000/- per bag. The price of sugar has gone upto
Rs.5500/- per bag in the market. So he failed to supply. Calculate damages
payable by Mr Raju to Mr. Ravi.
47) Draft a model complaint addressing the President of Hyderabad District Forum
against an Electronics Dealer who sold a defective refrigerator to you.
48) A is a manufacturer and seller of Pan masala under the registred trade mark “Pyara
Masala”. B, a manufacturer of Tea dust also sells his product under the Pyara Tea’. A
files a suit against B alleging Trade mark. Decide.
49) Present the facts of case of Ashbury Railway Carriage & Iron Co Vs Riche.
50) M/s Sun Decorators LTD, registered on 1st April 2009, sent notices to all its share
holders to attend its first Annual General Meeting on 30th June 2010. Do you think
that the meeting will become a validly convened meeting?
*****
2
BUSINESS LAW LAB WORK – 2
1) Draft a specific offer with imagines subject matter terms, and parties involved.
Topic: OFFER AND ACCEPTANCE
Subject: Specific offer
When an offer is made to a definite person. It is called specific offer. It can accept
only by the person to whom it is made.
Parties: Mr. A and Mr. B
Subject matter: purchasing of land at uppal of Rs. 1000000 Payment made as down
payment 600000 balances at six equal installments
Facts of the case:
Mr. A offer to Mr. B for a purchasing a land of agricultural for Rs.1000000 by
following terms at the time of agreement 600000 and remaining balance in six equal
installment. After the completion of last installment only ownership transfers to Mr.
before that ownership right with the Mr. A only.
2) Draft a general offer imagines subject matter terms, and parties involved.
Topic: offer and acceptance
Subject: General offer
When an offer is made to the world at large it is called general offer. Where an offer
is made to the world at large any person or persons with notice of the offer my
accept the offer.
Parties: Mr.P and Mr.R
Subject matter: missing dog of Mr.P and there is declaration of reward of Rs.500 by
the Mr.P to who get back the dog.
Facts of the case: Mr. P lost his pet dog and declares a reward of Rs.500 to the
person who gets it back the dog. Mr.R saw in the newspaper and found the pet dog
of Mr.P and demand for the reward.
3
3) Draw a diagram showing flow in consent. Illustrate any one with the suitable
example.
CONSENT
COERCION
U/S 15
UNDUEINFLUENCE
U/S 16
FRAUD U/S
17
MISREPRESENTATION MISTAKE
U/S 18
U/S19
COERCION: By thread of suicide, a Hindu induced his wife and son to execute a release in
favour of his brother in respect of certain properties which they claimed as their own. It was
held that threat of suicide amounted to coercion within section 15 of the release deed was
voidable.
4) Draw a chart showing classification of contract in a diagram and write a small note
on each mode.
Classification of contract
Legality
performance
execution
Valid contract
contract
express contract
executed
Void contract
contract
implied contract
executory
Void agreement
quasi contract
Voidable contract
Illegal agreement
Unenforceable contract
Valid contract: An agreement becomes a contract when all the essentials of a valid
contract are fulfilled. If any of the essential elements is not satisfied then contract is not
valid. If both the parties agree about all the terms and conditions of the agreement and
both the parties fulfill the conditions then contract comes to an end. It is called a valid
contract
Void contract: An agreement fulfills all the essentials of contract and is legally enforceable
when it is entered into but because of the supervening impossibility of performance, the
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contract becomes void. For example a contract between the two countries is valid during
peace but if war breaks out between the these two countries, then agreement becomes
void contract.
Void agreement: An agreement which is not enforceable by law by any of the parties is a
void agreement which means in the contract any of the essential element is not satisfied
at the initial stage the agreement becomes void, for example a contract with minor, a
contract without consideration etc.,
Voidable contract: As per the section 2(i) “An agreement which is enforceable by law at
the option of one or more of the parties but not at the option of the other or others is a
voidable contract.” If the agreement was obtained by coercion, undue influence, fraud, or
misrepresentation, the contract becomes a voidable contract.
Illegal contract: A contract which is prohibited by law or otherwise against the policy of
law is an illegal agreement. An illegal contract should be distinguished from a void
contract. All illegal agreement is void but all void agreements are not illegal. For example a
contract with minor is a void agreement but not illegal agreement; on the other hand a
contract to commit forgery is an illegal contract and cannot be enforceable by law.
Unenforceable contract: it is a contract which is otherwise valid, but cannot be enforced
because of some technical defect.
5) Represent a mode of revocation of contract in a diagram and write a small note on
each mode.
Revocation of contract
By performance
:
actual performance
Attempted performance
By agreement
:
notice
Alteration
Novation
Rescission
Remission
Merge
Waiver
By lapse of time
By operation of law
:
death
5
Insolvency
Merger
Alteration
By breach of contract
:
actual breach
Anticipatory breach
By impossibility of
Performance
:
destruction of subject matter
Declaration of war
Change in law
Death or personal incapacity
Natural calamity
1)By performance: discharged by performance is the desirable way to bring an end to
the contract. When the parties to the contract perform their obligation, contract
comes to end. Performance may take place in two ways: actual and attempted
performance
Actual performance: In this case each party may fulfill its obligation in exactly the
same manner in which it was intended in the contract.
Attempted performance: in this when a promise offer to the other party to do what he
had promised, this is called offer of performance or tender of performance. When
tender is not accepted by the promise, the performance remains only attempted
performance. Thus, an attempted performance in the form of a tender not accepted
by the promise discharges the contract. The promisor is discharged from his obligation
and become entitled to take legal action against the other party.
2) By agreement: A contract is created by the parties to it. So it can also come to end
by their mutual agreement. The parties may agree to terminate the existence of the
contract by any of the following ways:
Novation: it means that there being a contract in existence same new contract is
substituted for it. Consideration mutually being the discharge of old contract.
Novation may occur in two ways:
(a) New parties substituted for the old one.
(b) Parties may substitute new contract for the old one.
Example: An amalgamation of two companies into a new company. The creditor of the
old companies can enforce their claim against the new company; the new company is
substituted for the old companies.
6
Alteration: It means changing the existing contract called alteration.
Alteration is valid if it is done with the consent of all the parties to the contract.
Rescission: If the parties to a contract agree to rescind it, the original contract need not
be performed. Recession results in the dissolution of the contract.
Remission: It means acceptance of lesser amount or lesser degree of performance than
what was actually due under contract.
Waiver: It means the abandonment (Gives an desire) of right which a person is entitled
to.
3) By lapse of time: A contract is discharged by lapse of time. The Limitation Act lays
down that a contract should be performed within a specified period. If the contract is
not performed and no legal action is taken by the promisor within the period of
limitation. The contract is terminated in such a case. For example: 3 year limitation
period is given to the cases of debts.
4) By operation of law: A contract may come to an end by operation of law:
]a) Death: The death of either party before performance brings an end to the contract.
These types of discharge can be taken as a contract of personal skill.
a) Insolvency: When a person is declared as insolvent by court, all the liabilities of the
insolvent taken over by the official liquidator and insolvent automatically
discharge from his liabilities.
b) Merger: Two persons may have made a contract. Later they may make another
contract which is of the same type. The second contract is a broader version of the
first contract. So, the first contract automatically merger into the second one
without the parties mentioning anything about it.
c) Unauthorized Material alteration: The terms of a contract may be modified in a
deed by the parties. If a party makes significant changes in the body of the deed
without the consent of the other party. This will call an unauthorized material
alteration in the contract.
5) By breach: Breach of contract means one party breaking the contract by nonperforming his obligation. Breach of contract can be of two types: actual &
anticipatory.
a) actual breach: It take place when the promisor refuse to perform his obligations on
the date fixed for performance, law gives to the other party certain rights against the
defaulting party in such a case.
b) Anticipatory breach: Anticipatory breach of contract shall be said to have take place
when the promisor break the contract even before the date of performance. This
breach may be committed by the promisor expressly by making a communication to
the promise about this intention or in an implied manner. For example: In a
promissory note a person has to give an amount of Rs.10000 on 1 st sep, but on 22nd
July he was declared insolvent. The other party not supposes to wait till the due date;
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he can take the option of anticipatory breach and take back his amount from official
liquidator.
6) By impossibility: The subsequent impossibility may be of three types: physical,
practical and legal.
Physical impossibility is one where the performance of the contract becomes
impossible physically.
Practical impossibility is one where the contract remains capable of performance in
physical sense, but because of the event, it losses all relevance for one or both the
parties.
Legal impossibility means that the performance becomes illegal because of the change
in law.
The following circumstance has been found to be responsible for causing impossibility
of performance of the contract:
A) Destruction of subject-matter.
b) Failure of ultimate purpose.
c) Death or personal incapacity
d) Change in law.
e) Declaration of war.
8
6) Draft a rental agreement and identify important parts such a parties, terms and
description.
RENTAL AGREEMENT
THIS RENTAL AGREEMENT is made on this, the ______ day of _________, 2008 (TWO
THOUSAND XXXX) at Chennai.
BETWEEN
XXXXXXXX, aged about XX years, son of XXXXX residing at XXXXXX , hereinafter called
the “LESSOR” which term shall mean and include whatever the context so admits and
permits his legal heirs, legal representative, executors, administrators and assigns of ONE
PART and represented by his father/mother –POA agent (in case of power of attorney),
XXXXXXX, aged about XX years residing at XXXXXXXX, , Chennai — 600 0XX, as agent
as per adjudicated power of attorney dated 24.XX.XXXX
AND
Mr.ABC S/O of Mr.XXXXX, hereinafter called the “LESSEE” which term shall mean and
include whatever the context so admits and permits his legal heirs, legal representative,
executors, administrators and assigns of OTHER PART.
WHEREAS the LESSOR herein is the sole and absolute owner of all that piece and
parcel of the residential flat, XXXX
Chennai 6000XX and more particularly
described in the SCHEDULE hereunder.
AND WHEREAS THE LESSEE has approached the LESSOR to demise the SCHEULE
mentioned FLAT on Monthly rental basis for Residential purpose for a period of 11
months on the terms and conditions hereinafter mentioned and the LESSOR has
also herby agreed to demise the SCHEDULE mentioned FLAT to the LESSEE on a
monthly rental on the following terms and condition.
NOW THIS LEASE AGREEMENT WITNESSTH AS FOLLOWS:
1. The Lease shall be initially for a period of 11 months, commencing from
___________ and shall expire on the _______, 2009, upon completion of 11
months.
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2. The Lease is strictly for Residential purpose to accommodate the occupier of the
LESSEE. The Lease is according to the English Calendar Month.
3. The LESSEE has agreed to pay the Monthly Amenity charges on or before 5th day
of the every succeeding month for the demised property more fully described in
the SCHEDULE hereunder in the following manner.
(i)
Rs XXXXXX.00 per month (Rupees Three Thousand Five hundred only)
towards Rent.
(ii)
Rs XXXXXX (Rupees XXXXX Thousand only) as one time interest free
deposit to be paid by the LESSEE at the time of taking possession of
the premises and refunded by the LESSOR at the time of receiving
vacant possession of the premises (Refer Point 16 for details)
4.
Apart from the monthly rent, the LESSEE shall pay Maintenance Charges (Rs
1000 per month, directly paid to XXXXXX Owner’s Association), Electricity
Consumption charges (At actuals) and Water Charges if any to the authorities
concerned. The Maintenance charge relates to charges and expenses incurred for
the maintenance of the premises such as maintenance of common area, electricity,
charges relating to common area and salaries paid to the servants for the
maintenance of the Building.
5. That the LESSOR shall have full control over the supervision and management in
respect of the said flat and the LESSEE shall not, in any way, interfere with the
LESSOR’s right of maintenance nor the LESSOR interfere with the LESSEE’s
rights of quiet & peaceful undisturbed tenancy & occupation.
6. The LESSEE should keep the demised premises in good and tenantable condition,
as any prudent person would do with his/her property.
7. The LESSEE shall not use the demised premises for any purpose other than for
which it was let out nor shall sub-let or sub-lease the portion let out to him to any
third party.
8. The LESSEE shall not commit default in the payment of rents and if the LESSEE
fails to pay the monthly rent within the stipulated time for two consecutive
months, the lease shall stand cancelled and the LESSEE shall vacate the FLAT
forthwith.
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9. The LESSEE covenants to keep the demised premises in good and tenantable
condition during the continuance of this Lease and also no make any permanent
additions or alteration in the same.
10. That, in case of damage caused by the LESSEE to the SAID PREMISES during the
period of use, LESSEE shall be held responsible for compensation and other
charges as the case may be and such charges may be adjusted from the security
deposit amount when the same is refunded upon completion of the licensing
agreement tenure (Vacation of flat).
11. The LESSEE shall handle the fittings and fixtures in the Demised premises and
maintain the same properly.
12. The LESSEE agrees to pay the monthly General Maintenance charges (Same
charges as mentioned in point 4) directly to The Association formed by all the Flat
owners of XXXXXX Apartment complex. The LESSEE pay in proportion to the
charges and expenses incurred for the maintenance of the premises such as
maintenance of common area, electricity, charges relating to common area and
salaries paid to the servants for the maintenance of the Building.
13. The LESSOR shall pay all taxes and Levies due to Municipal Corporation.
14. That the LESSEE shall not create any untoward disturbance or nuisance and shall
not allow any anti-social person in the SAID PREMISES.
15. That the LESSEE shall not keep or store any illegal inflammable article or
explosives that endanger life and property.
16. Either The LESSOR or the LESSEE may terminate the Lease agreement by giving
written notice 2 (Two) months in advance. However the LESSEE is free to
terminate the licensing agreement with a shorter notice period in which case the
monthly rental for the premises & fixtures only, for the period of two months, shall
be paid as compensation to the LESSOR.
17. That no interest shall be payable on the deposit amount, which would be refunded
by the LESSOR after deducting the arrears in rent and damages if any, at the time
of LESSEE vacating and handing over the vacant and peaceful possession of the
demise premises to LESSOR.
18. That the said lease shall stand automatically terminated in case the LESSEE
fails to comply with any of the stipulated terms and conditions of this agreement.
11
19. On the Expiry of the Lease Period of 11 months, this Lease Agreement can be
renewed on the 5% increase of rent per annum, after expiry of the agreement and
conditions for a further period of 11 / 22 months upon execution of a fresh lease
agreement.
SCHEDULE
ALL THAT PIECE AND PARCEL OF FLAT BEING NO XXXXXXXXX CHENNAI 6000XX.One
covered car park.
IN WITNESS WHEREOF this agreement upon above-mentioned terms and conditions both
the LESSOR and LESSEE hereby are subscribing their respective hands and seals to the
day, month and year first above written.
SIGNED SEALED AND DELIVERED IN PRESENCE OF WITNESSES
____________________________
SIGNATURE OF THE LESSOR OR POA Agent:
_______________________________
SIGNATURE OF THE AUTHORISED SIGNATORY OF THE LESSEE:
12
7. show in a chart form bout persons incompetent to enter into contract
Persons incompetent to enter into a contract
Minors
unsound persons
person disqualified by law
Agreement void
idiocy
alien enemies
Ab inito
insanity or lunacy
foreign sovereigns
No ratification
drunkenness
Can be beneficiary
hypnotism
No estoppels
insolvents
convict
mental decay
No specific performance
corporations
professional person
Liability for trots
No insolvency
Can be a partner
Can be a agent
Cannot bind by parent or guardian
Joint contract by the minor
Surety for a minors
Cannot be shareholders
Liability for necessaries
13
8. Draw a chart showing classification of goods with examples.
Classification of goods
Existing goods
future goods
contingent goods
a. Specific goods
goods to arrive
b. Ascertained goods
c. Unascertained goods
future crops
Existing goods: goods owned and possessed by the seller at the time of the making of the
contract of sale are called existing goods. Sometimes the seller may be in possession but may n
to be the owner of the goods i.e. mercantile agent. Where the existing goods are the subject
matter of the contract, it is essential that they must be actual existence. The existing goods can
be further classified as under:
1. Specific goods: these are those which are identified and agreed upon at the time of contract
of sale is made. It is essential that the goods are identified and separated from the other goods
at the time of contract is made.
Ascertained goods: the specific goods are identified at the time of contract of sale whereas the
ascertained goods are identified after the contract of sale as per the term decided.
Unascertained goods: when the goods are not separately identified or ascertained at the time
of making a contract of sale, are known as unascertained goods. When the buyer does not
select the goods for him from a lot of goods, but are defined or indicated only description
known as unascertained goods.
2. Future goods: it means goods to be manufactured or produced or acquired by the seller
after the making of the contract of sale. As rule, any person may sell or offer for sale at any
price goods of which he is not the owner, built which he hopes or expects to acquire.
3. Contingent goods: these are types of future goods, the acquisition of which by the seller
depends upon a contingency which may or may not happen. A seller may contract to sell goods
conditionally on their acquisition.
14
9. Draw a chart showing right of unpaid seller and illustrate any one briefly.
Rights of unpaid seller
Against the goods
Against the party
Goods are in possession:-
suit for price
Right to lien
suit for damages
Right to stoppage in transit
suit for interest
Rights to resale
performance
Suit for specific
Goods are not in possession:withholding delivery
Suit for breach warranty
Stoppage in transit
(A) Rights of unpaid seller against the goods:
(i)
Right of lien: lien is the right to retain possession of goods until payment in
respect of them is paid. Section 47(1) describes the circumstance in which an
unpaid seller may exercise his right of lien. The unpaid seller of goods, who is in
possession until payment or tender of the price in the following cases, namely:
where the goods have been sold without any stipulation as to credit; where the
goods have been sold on credit, but the term of credit has expired; where the
buyer becomes insolvent. The right of lien is linked with possession and not title.
(ii)
Right of stoppage in transit: the second important right which is available to an
unpaid seller is the right of stoppage in transit. The right to stoppage means the
right to stop further transit of the goods, to resume possession thereof and to
retain the same till the price is paid.
(iii)
Right of stoppage in transit: the second important right which is available to an
unpaid seller is the right of stoppage in transit. The right to stoppage means the
right to stop further transit of the goods, to resume possession thereof and to
retain the same till the price is paid. The right can be excised under the following
circumstance: (i) the seller must be unpaid (ii) the seller must have parted with
the possession of the goods and the buyer must not have acquired if; (iii) the
buyer must be insolvent, (iv) the property must have passed from the seller to
the buyer.
(iv)
Right to re-sale: in addition to the right of lien and stoppage in transit, the
unpaid seller has got the valuable right to resale of the goods, which are the
subject-matter of the contract. This limited right of resale is conferred by the
section 54 which also enumerates the circumstance under which the right to
resale may be exercised. The right can be exercised in the following ways: - (i)
15
(v)
where the goods are in the perishable in nature. (ii) Where the unpaid seller has
exercised his right of lien or right to stoppage in transit, he can give notice to the
buyer of his intention to resell the goods. (iii) Where the seller has expressly
reserved a right of resale, in case the buyer makes a default.
Right of withholding delivery: Where the property in the goods has not passed
to the buyer, the unpaid seller has in addition to other remedies against the
buyer personally, a right of withholding delivery of goods which are the subject
matter of the contract.
10. Prepare a list showing essentials of conditions and warranties in a sale.
Stipulations in a contract of sale with reference to goods which are subject-matter thereof
may be a condition or a warranty. All the stipulation in a contract of sale is not of equal
importance. Some of them are essential to the main purpose of the contract which are
called condition and some are collateral to the main purpose of the contract which are
called warranties.
Condition (sec 12(2)) a condition is a stipulation to the main purpose of the contract, the
breach of which gives rise to a right to treat the contract as repudiated.
Essentials of a condition:
it is essential to the main purpose of the contract.
The non fulfillment of condition cause irreparable damage to the aggrieved party which
would defeat the very purpose for which the contract is made.
The breach of a condition gives a right to the aggrieved party to rescind the contract and
recover the damages for breach of condition.
Warranties(12(3): a warranty is a stipulation collateral to the main purpose of the contract,
the breach of which gives rise to a claim for damages but not to a right to reject the goods
and treat the contract as repudiated.
Essentials of a warranty:
It is collateral to the main purpose of the contract.
The breach of warranty causes damages to the aggrieved party and does not defeat the
main purpose of the contract.
The aggrieved party can only claim the damages for breach of warranty but can repudiate
the contract.
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Conditions
warranties
Condition as to title
quite possession
Conditions as per description
freedom from encumbrances
Condition by sample
usage of trade
Condition as to quality or fitness
dangerous goods
Condition as to merchantability
Conditional as per sample as well as description
11. Prepare a list of essential element of the sale
Essential element of the sale is:a. Two parties (buyer and seller)
b. Movable goods
c. Transfer of property
d. Price or value
e. Essential condition for a valid contract
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12) Draft a sale agreement imagining subject matter, parties, conditions and terms
Sales Agreement
This agreement is made by and between________________________________________
_________________________________(the "Seller") and
_____________________________
___________________________________________, (the Buyer), who agree as follows:
1. The Seller agrees to sell, and the Buyer agrees to buy:
______________________________________________________________
______________________________________________________________
2. In exchange for the Property, the Buyer agrees to pay to the Seller the sum of
$___________________, payable according to the terms of a promissory note, a copy of
which is attached to this agreement and incorporated into this agreement by reference (the
"Note").
3. The Seller retains a security interest in the Property to secure payment and performance of
the Buyer's obligation under this agreement and the Note. Upon any default by the Buyer in
the performance of any such obligations immediately due and payable and shall have the
remedies of a secured party under the Uniform Commercial Code enacted in the state of laws
of which govern the terms of this agreement.
4. This agreement shall be governed by the laws of ____________________.
5. If any part of this agreement is adjusted invalid, illegal, or unenforceable, the remaining
parts shall not be affected and shall remain in full force and effect.
6. This agreement shall be binding upon the parties, and upon their heirs, executors, personal
representatives, administrators and assigns. No person shall have a right or cause of action
arising out of or resulting from this agreement except those who are parties to it and their
successors in interest.
7. This instrument, including any attached exhibits and addenda, constitutes the entire
agreement of the parties. No representations or promises have been made except those that
are set out in this agreement. This agreement may not be modified except in writing signed
by all the parties.
Seller:
Buyer:
__________________________ ___________ ______________________ ____________
(Signature)
(Date)
(Signature)
(Date)
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13) Draft a model agreement to sell in future imagining subject matter, parties, conditions
and terms
AGREEMENT FOR SELL
THIS AGREEMENT FOR SALE is made and executed on this the
, 2004
day
of
BETWEEN
Sri.
s/o.
aged
years
residing
at
hereinafter called the "SELLER" (which expression shall mean and include her
legal heirs, successors, successors-in-interest, executors, administrators, legal
representatives, attorneys and assigns) of ONE PART.
AND
Sri.
s /o
aged
years residing at
hereinafter called the "PURCHASER" (represented by his power of attorney ) which
expression shall mean and include his heirs, successors, executors, administrators, legal
representatives, attorneys and assigns of the OTHER PART.
WHEREAS THE SELLER is the absolute owner in possession and enjoyment of the
more fully described in the schedule hereunder and hereafter called the "SCHEDULE
PROPERTY.
WHEREAS the property more fully described in the schedule hereunder is the self acquired
property of the SELLER who purchased the same from Thiru.
in and by sale deed
dated
and registered as Doct.No. of
Book 1 Volume No
Pages
to
,registered on
and filed on the file of the Sub-Registrar,
WHEREAS the SELLER is the absolute owner of the property and he has been enjoying the
same with absolute right and he has clear and marketable title to the Schedule Property
WHEREAS the SELLER being in need of funds for the purpose of
has decided to sell the property more fully described in the Schedule hereunder and the
PURCHASER has offered to purchase the same..
WHEREAS the SELLER offered to sell and transfer the schedule property to the
PURCHASER for a sale consideration of Rs
(Rupees
only)
19
and the PURCHASER herein has agreed to purchase the same for the aforesaid
consideration on the following terms and conditions:
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. The Sale consideration of the Schedule Property is fixed at Rs.
(Rupees
only).
2. The PURCHASER has paid a sum of Rs.
(Rupees
cheque /D.D. bearing No
drawn on
receipt of which sum the SELLER hereby acknowledges.
dated
only) by cash/
as advance, the
3. The balance payment of Rs .
(Rupees
only) will be paid
by the PURCHASER to the SELLER at the time of execution of the absolute Sale Deed and
thus completing the Sale transaction.
4. The parties herein covenant to complete the Sale transaction and to execute the Absolute
Sale Deed by the end of
5. The SELLER confirms with the PURCHASER that he/she has not entered into any
agreement for sale, mortgage or exchange whatsoever with any other person relating to the
Schedule Property of this Agreement.
6. The SELLER hereby assures the PURCHASER and he/she has absolute power to
convey the same and there are no encumbrances, liens, charges, Government
dues, attachments, acquisition, or requisition, proceedings etc.
7. The SELLER agrees to put the purchaser in absolute and vacant possession of the schedule
property after executing the sale deed and registering the same in the jurisdictional SubRegistrar's office.
8. The SELLER covenants with the purchaser that he/she shall not do any act, deed or thing
creating any charge, lien or encumbrance in respect of the schedule property during the
subsistence of this Agreement.
9. The SELLER has specifically agreed and covenants with the PURCHASER that he/she shall
do all acts, deeds and things which are necessary and requisite to convey absolute and
marketable title in respect of the schedule property in favour of the PURCHASER or his
nominee.
20
10. IT IS AGREED between the parties that all expenses towards Stamp Duty and Registration
charges shall be borne by the PURCHASER only.
11. The PURCHASER shall have the right to nominate or assign his right under
this
Agreement to any person / persons of his choice and the SELLER shall execute
the
Sale Deed as per terms and conditions of this Agreement in favour of the
PURCHASER or his nominee or assignee.
12. The SELLER has agreed to get consent deed duly executed to this Sale transaction
from his wife/her husband, sons and daughters on or before date of registration of
Sale Deed and assured that they all join to execute sale deed in favour of the
purchaser.
13. It is hereby expressly provided and agreed by the parties here to that both parties are
entitled to enforce specific performance of the agreement against each other in case of
breach of any conditions mentioned in this Agreement.
14. The original of the "AGREEMENT" signed by both the parties shall be with the PURCHASER
and copy of the same similarly signed shall be with the SELLER.
SCHEDULE
IN WITNESS WHEREOF the SELLER and the PURCHASER have signed this Agreement of Sale
on the day month and year herein above mentioned in the presence of the witnesses:
WITNESSES:
1.
SELLER
2.
PURCHASER
21
14) PREPARE A LIST OF EXCEPTIONS TO THE RULE THAT NO ONE CAN GIVE THAT WHICH ONE HAS NOT(NON-OWNER)
NEMO DAT QUO NON HABET
NO ONE CAN GIVE THAT WHICH ONE HAS NOT(NON-OWNER)
Sale by mercantile agent (u/s 27)
Sale by title by estoppel
Sale by one of the joint owner
Sale by a person under a viodable contract
Sale by the seller in possession after the sale
Sale by the buyer in possession after the sale
Sale by unpaid seller
Sale by other Acts:
Sale by pawnor
Sale under auction
Sale by finder of lost goods etc.
15) draw a chart showing the hierachy of consumer or redressal in India and explin any one which
reference to constitution.
District level
State level
National level
A person should be judge
A person should be judge
A person should be judge
Of the district court
Of the high court
Of the supreme court
Two other member one
Two other member one
Two other member one
Should be the women
Should be the women
Should be the women
Jurisdiction 0 to 20 lakhs
jurisdiction 20 lakhs to 1 crore
jurisdiction above 1 crore
No appeal
appeal from district court
22
appel from district and state level
16) prepare a list of the necessary documents to be submitted when a complaint is to be lot in a
consumer forum.
List of necessary documents to be submitted
1. Name, address, occupation, residence of the plaintiff of the forum
2. Name, address, occupation, residence and carried on business (head and branch office of
the business) of the defendant of the forum
3. Defect or deficiency of the product or services (cause of action)
4. List of documents to support complint i.e. vocher no. bills any
5. Kinds of relief to the complinant.
17) draw a chart showing all the services cover under consumer protection Act, 1986.
Services cover under consumer protection Act
1.Construction services
2. hospitals
3. educational institutions
4. tele communication
5. hotels
6. transportation
7. postges
8. media
23
18. enter or enlist the address of consumer forum in your area along with the name of members,
webside address and also about state and national forums.
Address: 9th floor, chandravihar, nampally, Hyderabad.
Phone no. : 040- 24733368
Webside: dist.forum_hyd2@ap.nic.in
Name of the member:
President – honourable Sri Justice Appa Rao
A.P. state commission
Email address : president. apsc@ap.nic.in
Lady member – Smt N. Shireasha ,Honorable member 1
Email address : ladymember. apsc@ap.nic.in
Male member – Sri G.Bhopathi Reddy, honorable member2
Email address : male member. apsc@ap.nic.in
Register member – Sri M. Lakshminarayana ,honorable register
Email address : register member. apsc@ap.nic.in
Address of the District consumer court:9 th floor, chandravihar
M.J.Market, Nampally
Hyderabad – 500001.
President
:
syed abdula
Male member :
vasant
Female member:
smt. lashmirnakene
24
19) create a advartisement to be released by the government or a voluntary Association educating the
consumer about their rights.
Advertising creates awareness of nonprescription medicines, helps consumers
in the search for products they need, and directs consumers to labeling
that supplies details essential for safe and appropriate product use.
Nonprescription (or over-the-counter, OTC) medicines are medicines which
are approved as safe and effective for use without a doctor’s prescription.
These and other self-care products are available without medical supervision
and can be purchased by patients and consumers through pharmacies and,
in many countries, from supermarkets or other retail outlets. As no healthcare
professional is necessarily involved in their use, advertising directly to
the public of the availability of nonprescription medicines is essential and
makes an important contribution to public health.
Advertising is suited to the transmission of simple, focused messages.
Information on nonprescription medicines for patients and consumers
comes in various forms and from various sources, including advertising and
labeling, advice from pharmacists or other health professionals, the internet,
and so on. Each of these information sources contributes in different ways
to a patient’s knowledge and understanding.
20) give an example of trademarks, patents, copyrights, trade names, geographical indications etc. and
show in a record.
25
Patent:
copy right:
Trade names:--
26
21) listout all necessary document for obtaining trademarks and copyright.
The following document are required:1.
2.
3.
4.
5.
6.
7.
8.
9.
Copy of register of trade marks
Copies of pplication for registration
Notices of apposition to registration of trade marks
Application for ratification
Regulation deposited u/s 65 and application for varification such regulation
Index of pending application for trade marks
Index of register trade marks
Index of proprition of trade marks
Index of register userof trade marks
22) draw a chart which shows various cyber crime along with penality.
1.Theft of communication services nd illegl communication internet
Penality: punishable upto one to five year in prison and fine
2. communication in furtherance of criminal conspriacies
Penality : punishable upto one to five year in prison and fine
3. tele communication piracy & pirating digital or electronic using movie or signals’s
Penality: civil penality can be very high offen in the million of dollars
4. dissemination of offense materials ( internet can be used to disseminate the materials)
Penality: five and penality will be depends grdually on the type of material
5.Fraud and leaving and tax auation (no separate penality or fine)
6. electronic vardiation and extortion( extortion penality for computers vrdoism values depending on
the level of damage and actual lossess)
Penality: penality for electrinic are generlly covered by extrotism estates.
27
23) draw a chart showing modes of appointment of director explain any one.
MODES OF APPOINTMENT OF DIRECTORS:BY THE ARTICLES
BY THE COMPANY IN GENERAL MEETING
BY THE DIRECTORS
BY THE THIRD PARTIES
BY THE PROPORTIONAL REPRESENTATION
BY THE CENTRAL GOVERNMENT.
1. By the company in general meeting (255 to 257, 263,264) : appointment of subsequent directors is
made at every general meeting of the company. Sec 255 provides that not less than 2/3 of the total
number of directors of a public company or of a private company which is subsidiary of a public
company must be appointed by the company in general meeting. But these directors must be subject to
retirement by rotation. At every subsequent A.G.M. 1/3 of the directors of a public company or a private
company which is not a subsidiary of a public company are liable to retire by rotation.
Where the general meeting is not held: the director cannot prolong their tenure by not holding an
A.G.M. in time. They would automatically retire from the office on expiry of the maximum permissible
period within which such meeting ought to have been held.
Re-appointment: If the director are retiring at the A.G.M., the company may fill up the vacancy by
appointment the retiring director or some other person thereto.(sec 256(3))
Demand re-appointment of a retiring director (sec 256) the retiring director is deemed to be reappointed at the A.G.M. of meeting except in the following cases:
(a) at any previous meeting, a resolution for his re-appointment was put to vote, but was lost
(b) the retiring director has, in writing, expressed his unwillingness to continue
(c) he is not qualified or disqualified for appointment
(d) a special or ordinary resolution is necessary for his appointment or re-appointment by virtue of any
provisions of the Companies Act
(e) it is resolved to fill two or more vacancies by a single resolution.
Appointment of a director other than a retiring director:
28
A person other than a retiring director is also eligible for appointment to the office of director subject to
his necessary qualification. A notice in writing his candidature must be left at the office of the company
at least 14 days before the date of the meeting along with the deposit of Rs.500 which shall be
refundable to such person if a person succeeds in getting elected as a director (sec 257 (1))
24) List out various meeting held by company.
Meeting of the company
By shareholder
by directors
Staturory meeting
board meeting
debentureholder meeting
Annual generl meeting
committee meeting
creditor at the time of winding
Extraordinary general meeting
by creditors
up
Class meeting
25) listour various types of resolution and describe the situation in which each one is necessary.
Resolution
Ordinary resolution
Approval of statutory report
Adoption of directors report balance sheet, p&l
A/c and auditor report
Election of directors
Declaration of divided
Appointment of auditor and fixing the
remuneration
Appointment of sole selling agent
Removal of director before expiry of its tenure
Appointment of another directors in place of
one removable
Alteration of share capital such as increase,
sub- division, consolidated etc.
Issue of share at discount
Sale of whole or part of the companies or
business
Special resolution
Alter the provision of MOA for place of register
office
Change the name of the company
Alter the article of company
To offer further issue of subscribed capital
To create reserve capital
Reduce the share capital of campany
Authorised payment of research on interest on
capital
Request the central government
Appoint inspector for investigation of the affiate
of the company
To authorised payment of remunaration to
director
Make the liability of the director
29
26) draft of model of proxy:-
LITTLE FLOWER SOCIETY
PROXY FORM FOR VOTING AT LFDC AGM
All members of the LFDC have the right to vote at LFDC AGM.
If a Member is unable to attend, the Member may complete the Proxy Form below, or a similar
document with the same information, to authorize another Member to vote on the absent
Member’s behalf.
……………………………………………………………………………………………………….………
…………..
LITTLE FLOWER SOCIETY (LFDC)
ANNUAL GENERAL MEETING(AGM)
NOVEMBER ….., 20…..
I, (printed name follows)_______________________, certify that I am a member in good standing with the
…………………….little flower Society and have registered as members with little folwer of 20….. I hereby
give my proxy to ………………………………………., and authorize him/her to vote on my behalf on any item or
issue arising at the 20…… LFDC AGM
Signed,
____________________________________
Dated:________________
30
27) Draw a chart showing different types of winding up of a company.
WINDING UP OF THE COMPANY
COMPULSORY WINDING UP
VOLUNTARY WINDING UP
(by tribunal or court)
(initative by resoluution of the company in general)
Member voluntary winding up
creditors voluntary
Winding up
28)draw a notice to the shareholder inviting them to the annual general meeting of the company
specifying the business to be transcted in the meeting.
Notice of Annual General Meeting of shareholders
27 September 2011
Dear shareholder,
I am pleased to invite you to attend the 2011 Annual General Meeting of shareholders (AGM),
which has been scheduled as follows:
Date: Thursday, 8 November 2011
Time: 10.30am (indian time)
Venue: little flower college premies, uppal, hyderabad.
The business to be dealt with at the AGM is provided on pages 2 & 3 of this Notice of Meeting.
If you are able to attend the AGM, please bring the enclosed proxy form with you to facilitate
registration at the AGM.
If you do not plan on attending the AGM, you are encouraged to appoint a proxy to attend and vote
on your behalf by lodging your proxy appointment online at www.linkmarketservices.com.au
or by completing the enclosed proxy form and returning it in the envelope provided.
Instructions on how to appoint a proxy are detailed on the back of the proxy form. Proxies must
be received no later than 10.30am (indian time) on Tuesday, 6 November 2011 to be valid for
the AGM. Proxies may be lodged online or returned by mail or by fax on 02 9287 0309.
You are encouraged to let us know of any questions you may have before the AGM. Details of
how to lodge those questions prior to the AGM are on the last page of this Notice.
We look forward to seeing you at the AGM.
Yours sincerely
31
Ordinary Business
1. To receive and consider the Financial Report of the Company and the consolidated
entity and the Reports of the Directors and Auditor for the financial year ended
30 June 2011
2. To adopt the Remuneration Report for the financial year ended30 June 2011
as set
out in the Directors’ Report section of the Annual Report. (Note – the vote on this
resolution is advisory only and does not bind the Directors or the Company.)
3. To elect Directors:
(a) To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
‘That Mr. ______________, a Director who retires by rotation at the close of the
Meeting in accordance with Clause 58 of the Company’s Constitution and being
eligible, is re-elected as a Director of the Company.’
(b) To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
‘That Mr M ____________, a Director who retires by rotation at the close of the
Meeting in accordance with Clause 58 of the Company’s Constitution and
being eligible, is re-elected as a Director of the Company.’
(c) To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
‘That Mr______________, a person who has been appointed as a Director in accordance
with Clause 56.1 of the Company’s Constitution, be re-elected as a Director of
the Company in accordance with Clause 56.2 of the Company’s Constitution.’
Special Business
4. Approval of a placement of fully-paid ordinary shares by the Company in the last
twelve months:
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
‘That for the purposes of listing rule 7.4 of the Listing Rules of ASX Limited,
approval is given to the issue of 56,550,000 fully-paid ordinary shares in the
Company on 27 February 2007 made by way of placement.’
5. Approval of financial assistance by certain of the Company’s subsidiaries in connection
with the acquisition of the Sun Gas, Powerdirect and Torrens Island Power Station
businesses.
To consider, and if thought fit, to pass the following resolution as a special
resolution:
‘That, for the purposes of section 260B(2) of the Corporations Act 2001 (Cth),
approval is given for the financial assistance to be provided, from time to time,
by the following subsidiaries of the Company:
(a) AGL Sales (Queensland) Pty Limited ACN 121 177 740 in connection
with the Sun Gas Acquisition*;
(b) Each of AGL Energy Services (Queensland) Pty Limited ACN 104 759
471, AGL Sales (Queensland Electricity) Pty Limited ACN 078 875 902,
Australian Energy Ltd ACN 083 183 028 and Powerdirect Pty Limited
ACN 067 609 803 in connection with the Powerdirect Acquisition*;
(c) Each of AGL SA Generation Pty Limited ACN 081 074 204, AGL Torrens
Island Pty Limited ACN 081 074 197 and AGL Torrens Island Holdings
Pty Limited ACN 071 611 017 in connection with the TIPS Acquisition*;
and
(d) Any other subsidiary of any of the Targets*, if required in the future,
each as described in the Explanatory Notes to the Notice of Meeting.
* Defined in the Explanatory Notes to the Notice of Meeting.’
By Order of the board
______________________
Company Secretary
27 September 2011
32
29) prepare a chart showing point to beincluded in a written agreement while drafting so as to make it valid.
Introduction
Brief back ground (or) contracted information
Main point of view
Organisation of text
The conclusion (references back to the question and your point of view)
Summary of key point made in really reality your position redefination of the topic
30) give a brief account of the famous case Harvey Vs facey.
Harvey v. Facey – Case Brief
Harvey v. Facey, [1893] A.C. 552. (Privy Council of Jamaica)
Facts: Facey (F) was in negotiations with the Mayor and Council of Kingston regarding the sale
of his store. Harvey (H) sent Facey a telegram stating: “Will you sell us Bumper Hall Pen?
Telegraph lowest cash price-answer paid.” On the same day, Facey sent Harvey a reply by
telegram stating: “Lowest price for Bumper Hall Pen £900.” Harvey sent Facey another telegram
agreeing to purchase the property at the asking price. F refused to sell and H sued for specific
performance and an injunction to prevent Kingston from taking the property. The trial court
dismissed on the grounds that an enforceable contract had not been formed and H appealed. The
Supreme Court of Jamaica reversed and F appealed.
Issue: Is a statement of the minimum price at which a seller would sell an offer?
Holding and Rule: No. A mere statement of the minimum selling price is an invitation to treat
and not an offer to sell.
The court held that by replying to H‟s question regarding the lowest price of the property, F did
not make an affirmative answer to the first question regarding his willingness to sell. The court
held that F had made an invitation to trade and not an offer.
33
31) AGREEMENT FOR SALE OF READY GOODS :-
AGREEMENT FOR SALE OF READY GOODS
THIS AGREEMENT is made at ... this .... day
.......
of Between Mr. A
residing at ... hereinafter referred to as the 'Seller' of the One Part and Mr. B residing at
... hereinafter referred to as 'the Buyer of the Other Part.
1.
The Seller agrees to sell and the Buyer agrees to buy from the Seller one
hundred bags of.,.. (hereinafter referred to as the 'said goods') at the price of
Rs... per bag.
2.
The goods agreed to be sold are at present lying An the godown of the Seller
and the Buyer has examined the same and they have been marked for
identification...
3.
The said goods will be despatched by the Seller to the Buyer at... by railway from
... to ... station and the Buyer will take delivery of the said goods from the Railway
against payment of @he price as hereinafter mentioned.
4.
On the said goods being delivered over to the Railway at the said ... station the
Seller will send the Railway receipt duly endorsed as well as a bill of exchange
drawn on the Buyer in favour of the Seller's banker at the town of... where the
goods are to be delivered to the Buyer by the Railway and the same will be
handed over by the said Bank to the Buyer endorsed in his name against the
Buyer paying the price of the said goods, without any deduction.
5.
Since the time the goods are delivered to the Railway at the place of despatch,
they will be at the risk of the Buyer provided that. the Seller reserves his right, in
34
the event of the Buyer failing to pay the price and to take delivery as aforesaid, to
take possession of the goods and to sell the same by auction at the Buyer's risk.
In the event of the net sale price failing short of the agreed price the Buyer will be
liable to pay the difference to the Seller as damages. However, In the event of
the price fetched being more than the agreed price, the Seller alone will be
entitled to that difference.
6.
In the event of the said goods being lost or destroyed in course of transit the
Buyer will be liable to the Seller to pay the said agreed price with Interest thereon
at the rate of Rs... percent from date of despatch till payment.
7.
The Seller shall insure the said goods for the period of transit against the risk of
loss or destruction In the name of the Buyer and in the event of loss or
destruction, the Buyer will be entitled to the insurance claim subject to the lien of
the Seller for the sale price as aforesaid and the Buyer will be liable to accept
and pay the bill of exchange drawn on him for the price.
8.
If the Seller fails to despatch the goods as aforesaid within eight days from the
date hereof, this contract shall be deemed to be terminated and he will be liable
to the Buyer for the difference between the agreed price and the market price at
the last date of the despatch period and a sum of Rs... as liquidated damages.
9.
In the event of any dispute arising out of this contract Including any claim by one
against the other the same will he referred to arbitration according to the rules
and bye-laws of the ... Association.
Sd/-
Seller .
Sd/- - Buyer.
35
32) LIST OUT THE DIFFERENCE BETWEEN A SUIT FOR BREACH AND SUIT FOR
SPECIFIC PERFORMANCE.
SUIT FOR BREACH
SUIT FOR SPECIFIC PERFORMANCE
Damage can be adequate remedy
Damage are not n adequate remedy
When act agreed to be done in such that When act agreed to be done in such that
compensation in money for its non- compensction
in
money
for
at
non-
performance in an dequate relief
performance in non adequte relief
Brech mens breking of the obligtion
Specific performnce making compulsation
for performance
Breach
are
two
type:
anticipatory breach
actual
and Nu such types of remedy for specific
performance
Injury party can have all such types of It is one of the remedy for brech of
remedies
contract.
33) Draft a service contract between an employer and an employee imagining names of the parties,
terms and conditions.
Subject - Appointment Letter
Hey I found this format from a fellow team member of this cite.
Its really good, try it.
........2011
Name
Adress,
City
Dear Mr. Name.
Sub: Letter of Appointment
Further to our discussions and the subsequent offer letter dated .........2011, we are pleased to give you
this letter of appointment, setting out the details of your employment with our company. You are being
appointed to the position of .......... This appointment takes effect from ....... 2011. Your monthly
compensation is Rs .........
Salary break -up
36
The rules and regulations and general information of the terms of appointment are as follows:
Your monthly carry home salary will be directly credited to your bank account. The Payroll Administrator
will provide the details to you. The allowances, benefits and other terms and conditions of your
employment will be as per Company policies as applicable from time to time.
Your compensation will be reviewed every year in the month of April as per Company policy. You will be
initially placed at Pune but your services are transferable to any other offices of the Company, in India
and abroad at the discretion of the company’s management.
You should note that the first six months of your employment constitute a probationary period during
which we can fully assess your suitability for this role and you can decide if you have made the right
decision joining us.
You will abide by the rules and regulations of the Company as may be in force from time to time.
Your appointment is subject to satisfactory reference checks and clearance from any secrecy / service
agreements that you may have executed, which could have a bearing on your working with us.
You are required to sign and submit a copy of this letter of appointment and Employee agreement as a
token of your acceptance of our terms and conditions.
Your appointment is subject to your being found medically fit for employment.
The relieving/resignation acceptance letter from your previous organization has to be submitted on your
joining the company. Any extension of the same will require a formal approval from your reporting
authority, which in case should happen before disbursement of your first monthly salary.
This letter of appointment is based on the information furnished in your application for employment
and during the interviews you had with us. If, at any time in future, it comes to light that any of this
information is incorrect or any relevant information has been withheld, then your employment is liable
to be terminated without notice.
All matters pertaining to your appointment and compensation are strictly confidential and it should be
treated as such. Any tax liability arising out of your compensation should be borne by you and it will be
as per Income Tax rules.
We welcome you to our organization and look forward to your contribution to the growth of the
organization and yourself.
Sincerely,
Name of the company.
Name
CEO
Adress
City
37
34) DRAFT ANY TWO RESOLUTIONS PASSED IN A COMPANY MEETING AND RECORD THEM IN THE
MINUTE BOOK.
IN THE BOOKS OF COMPANY MINUTE BOOK
Revolution 1:Topic: issue of special warrant
To consider an if through apprprich pass the following ordinry resolution tht the purpose of
rule 7(2) of the companies constitution and for ll other purpose the isue of 11,0157000 special warrnt
at a price of 180 to a member of places to be identifies by research capital corporation securities
private limited on the basis that each special warrant articles to holders toone ordinary share if the
LFDC listing qualificationis not unhired by the listing dates 1.1 ordinary shares with the further
increase of 0.1 ordinary share for each month after the listing date until the LFDC listing qualification
is to chieve maximum of one additional ordinary shres without the payment of additional
considertion other than that pay for each special warrnt is pproved.
Resolution 2:Topic: issue of option
To consider an if through appropriation pass the followin ordinary resolution that the purpose of rule
7(2) of the company constitution and for all purpose the issue of 180 per option exercise to research
capital proportion on the basis that each option entitled the holders upon taken on the option to
subscribe for one ordinary share or if the LFDC listing qualification is not achieved by the listing date
1.1 ordinary share with the further increase of 0.1 ordinary share for each month after the listing date
unlist the LFDC listing qualification is achieve to a maximum of one additional ordinary share without
any adjustment to the for option price and otherwise in explanatory memorandum accompanying
this notice of meeting is approved.
35) state the difference between an injuction order and a stay order.
Injuction order
It is an prohibitory order
Injuction order are three types: temprory,
permanent and mandatory
An order of injuction is passed agnist the party
It is judisiary governed by specific relef
Stay order
It means sty for future proceeding
Stay order which direct the party to restrin from
inter present with the property in the question
Stay order is addressed to the court
Stay order is granted an excecutive order
judgement or proceeding
38
36) Draft a model written contract between Mr.Rama Rao S/o. Shri Krishna Rao and
Mr.Rasheed S/o.Mohd. Qursheed for selling a second hand car for Rs.1,00,000/- giving
other particulars as per your imagination including two to three expressed conditions and
warranties.
AGREEMENT FOR SALE OF GOODS (C.I.F. BASIS)
THIS AGREEMENT is made at ... this ... day of ... between M/s. A B & Co. Ltd., a
company registered under the (English) Companies Act and having Its registered Office
at ... London. hereinafter referred to as the 'Seller' of the one part and M/s. X Y & Co.
Ltd., a Company registered under the (Indian) Companies Act, 1956. and having its
registered office at ... hereinafter referred to as 'the Buyer' of the Other Part;
1.
The Seller agrees to sell to the Buyer and the Buyer agrees to buy from the
Seller, synthetic rubber of... tons... quantity at the price of... sterling per ton
(hereinafter referred to as the said 'goods') C.I.F. for December - January
shipment.
2.
The Seller- will engage space in a ship at the port of shipment and Intimate the
name of the ship and her expected date of arrival in any port in India.
3.
The Seller will enter into a contract of affreighment with the owner of the ship for
transporting and delivery of the said goods at the port of... in India. The Buyer
shall also obtain a Policy of Insurance for the value of the said goods upon the
current terms and make out an invoice.
4.
The Buyer shall open a Letter of Credit through its Bankers for the agreed price
of the goods and including the freight, insurance and other charges in favour of
39
the Seller's Banker viz...
5.
The Seller shall ship the goods in the ship and despatch the documents relating
to the said goods namely the contract of affreighment, insurance policy, invoice.
bills of lading etc. to Its Bankers at the port of arrival.
6.
The said documents duly endorsed in favour of the Buyer will be handed over to
the Buyer's Bankers against encashment of the Letter of Credit and the Buyer will
receive the same from Its Bankers to enable the Buyer to get the goods cleared
at the port of arrival. Such delivery of documents will be deemed to be delivery of
the goods to the Buyer and thereafter the goods will be at the risk of the Buyer.
7.
If the said goods are short delivered or are not according to the quantity or quality
agreed upon the Buyer, he will be entitled to claim compensation for the loss
suffered by it due to short delivery or breach of warranty and the Seller will be
liable to make good the loss.
8.
If the goods are not shipped by the Seller within the shipment period mentioned
above, the Buyer will have the option either to cancel this contract or to extend
the period. If the contract is not cancelled within two weeks from the last date of
shipment, the Buyer shall be deemed to have agreed to an extension of a
reasonable period for shipment.
9.
It will he the responsibility of the Buyer to obtain license for the Import of the
goods In its country and to pay all the custom duties, import duties and other
clearance charges for clearing the goods from the ship and carrying them to its
factory or godown.
40
10.
Similarly it will be the responsibility of the seller to take out an export License if
required by the law of its country and to pay all charges for transport and
shipment of the said goods.
11.
The seller shall inter to the contract at is own expense for the carriage of the
goods to the port of destination namely - by the usual route In a seagoing ship for
the transport of the said goods.
12.
The seller shall obtain at is own costs cargo Insurance for the price of the goods
plus 10% so that the buyer shall able to the claim directly from the insurance
provide the buyer with the Insurance policy or other evidence of insurance cover.
The insurer shall be of good reputed and the Insurance shall be in accordance
with maximum cover of the cargo clauses embed by the institute of
undeprescribed writers. The declaration of the insurance shall be from the
delivery of the goods on board the ship at the port of shipment namely .....
13.
The seller shall he responsible for all the risk of loss of damage to the goods until
such time as they have the passed the ships rail at the said port of shipment. The
seller shall also bar the risk to the goods until they have been delivered as
aforesaid including costs of loading the goods on boat the ship and charges for
unloading at the port of discharge which may be levied by the shipping line when
contracting for carriage and also pay all customs charges for exportation as will
as all duties taxes and other Government charges payable on exportation.
14.
The seller shall give sufficient notice that the goods have been delivered on
board the ship as will as any other notice required to allow the buyer to take
measures necessary to unable him to take delivery of the goods.
15.
The buyer shall pay all costs relating to the good from the time they have been
41
delivered to the ship and pay all costs and charges relating to the goods whilst in
transit until her arrival and other charges and duties and taxes payable at the port
of discharge.
16.
If any dispute arises between the parties in respect of this contract of whatsoever
nature or if any claim by one against the other is disputed the same will be
referred to arbitration under the Bye-laws of the ... Association in London.
Sd/-
Seller
Sd/-
Buyer.
.
37) Draft a model of Lorry Receipt for sending 4 Televisions, 2 washing Machines, 3
Refrigerators from Hyderabad to Vijayawada through MODERN TRANSPORT CO.
LFDC transport company
Consignment no:
desired run time:
Consignor information:
Name:
Address:
City/state:
Email :
fax no:
phone no:
Consignment information:
1. Sending 4 television model 2011 make 7894 model BPLbody LCD odometer 200 submodel
_____________ vin_________ smatch________---engine_________________ dist_______
exterior color black.
2. Sending 2 washing machine model 2011 make 8940 model whoolpool body 200 submodel
_____________ vin_________ smatch________---engine_________________ dist_______
exterior color white.
3. Sending 3refrigators model 2011 make 7800 model whoolpool body 200 submodel
_____________ vin_________ smatch________---engine_________________ dist_______
exterior color red.
Additional information:
Reserve (y/n)
Consignment receipt
Consignment fee received by
Shall ot be rescinded in consignee is withdrawn from the auction or before the date of sale.
By signing this document below.
Consignor
date:
42
38) Present the procedure for registration of a Trade mark owned by you.
A trademark is a mark used in relation to goods or services so as to indicate a connection in the
course of trade between the goods or services and some person having the right as proprietor to
use the mark.
WHAT IS THE FUNCTION OF A TRADEMARK
Under modern business condition a trade mark performs four functions:




It identifies the goods / or services and its origin.
It guarantees its unchanged quality
It advertises the goods/services
It creates an image for the goods/ services.
HOW TO SELECT A TRADEMARK





If it is a word it should be easy to speak, spell and remember.
The best trade marks are invented words or coined words.
Please avoid selection of a geographical name. No one can have monopoly right on it.
Avoid adopting laudatory word or words that describe the quality of goods (such as best,
perfect, super etc)
It is advisable to conduct a market survey and a search at Trademark office to ascertain if
same/similar mark is used in market.
WHAT ARE THE TYPES OF TRADEMARKS THAT CAN BE REGISTERED
Under the Indian trademark law the following are the types of trademarks that can be registered:




Product trademarks: are those that are affixed to identify goods.
Service trademarks: are used to identify the services of an entity, such as the trademark for a
broadcasting service, retails outlet, etc. They are used in advertising for services.
Certification trademarks: are those that are capable of distinguishing the goods or services in
connection with which it is used in the course of trade and which are certified by the proprietor
with regard to their origin, material, the method of manufacture, the quality or other specific
features
Collective trademarks: are registered in the name of groups, associations or other organizations
for the use of members of the group in their commercial activities to indicate their membership
of the group.
43
WHAT ARE DIFFERENT TYPES OF TRADEMARKS AVAILABLE FOR ADOPTION










Any name (including personal or surname of the applicant or predecessor in business or the
signature of the person), which is not unusual for trade to adopt as a mark.
An invented word or any arbitrary dictionary word or words, not being directly descriptive of the
character or quality of the goods/service.
Letters or numerals or any combination thereof.
The right to proprietorship of a trade mark may be acquired by either registration under the
Legislation or by use in relation to particular goods or service.
Devices, including fancy devices or symbols
Monograms
Combination of colors or even a single color in combination with a word or device
Shape of goods or their packaging
Marks constituting a 3- dimensional sign.
Sound marks when represented in conventional notation or described in words by being
graphically represented.
WHO CAN APPLY FOR A TRADEMARK
A person who claims to be the proprietor of the trademark can apply for the registration of its
mark for goods as well services.
A person may apply for registration of a trade mark to the Trademark office under whose
jurisdiction the principal place of the business of the applicant in India falls.
In case, the principal place of business is outside India, then the application can be filed in the
Trademark office under whose jurisdiction the office of the lawyer appointed by you is located.
In case of a company about to be formed, anyone may apply in his name for subsequent
assignment of the registration in the company's favor.
Before making an application for registration it is prudent to conduct a trademark search in the
Trademark office in context of the already registered trademarks to ensure that registration may
not be denied in view of resemblance of the proposed mark to an existing one or prohibited one.
WHO CAN USE A TRADEMARK
The right to use a mark can be exercised either by the registered proprietor or a registered user.
WHAT ARE LEGAL REQUIREMENTS FOR REGISTRATION OF TRADEMARK IN INDIA
The legal requirements to register a trade mark under the Legislation are:



The selected mark should be capable of being represented graphically (that is in the paper
form).
It should be capable of distinguishing the goods or services of one undertaking from
those of others.
It should be used or proposed to be used mark in relation to goods or services for the
purpose of indicating or so as to indicate a connection in the course of trade between the
44
goods or services and some person have the right to use the mark with or without identity
of that person.
WHAT IS THE DURATION OF A TRADEMARK IN INDIA?
Term of registration of a trademark is ten years, which may be renewed for a further period of
ten years on payment of prescribed renewal fees.
Non-user of a registered trademark for a continuous period of five years is a ground for
cancellation of registration of such trademark at the behest of any aggrieved party.
WHAT ARE THE FORMALITIES FOR MAJOR TRADEMARK TRANSACTIONS
For filing new applications there are prescribed forms depending on the nature of application
such as Form TM-1, TM-2, TM-3, TM-8, TM-51 etc.
To file a Notice of Opposition to oppose an application published in the Trade Marks Journal
(FormTM-5).
For Renewal of a Regd. trademark (Form TM-12 ).
Surcharge for belated renewal (Form -10)
Restoration of removed mark (Form TM-13)
Application for rectification of a registered trade mark (Form TM-26)
Legal Certificate (Form TM-46)
(Providing details of entries in the Register)
Official search request (Form TM-54).
Preliminary advise of the Registrar as to the registrability of a mark (Form TM-55).
Copyright search request and issuance of certificate (Form TM-60)
39) Prof.Ram wrote a Text Book on Business Law, which was prescribed by Osmania
University for B.Com students. Mr.Sharma prepared a guide on the same subject taking
questions form the Text Book. So a suit was filed describing it as an infringement of
Copy right of the author. Can it be maintained? State who is a plaintiff and who is a
respondent in it?
Issues: can it can be maintainable
State who is defendant and plintif
Case: prof ram vs prof sharma
Topic: copyright
Judgement: the case is not mintinable because Mr. sharma preparing a guideline on the subject of
Business Law when we are discussing lw, law will be uniform all the citizen of the country have a
right to follow the rule and procedure.
In the above case Mr. Ram is plaintiff and Mr. sharma is defedend.
45
t
40) Draft the notice of a statutory meeting of a company.
[ON THE LETTER HEAD OF THE COMPANY)
NOTICE OF STATUTORY MEETING
notice is hereby given that in pursuance of the provision of Section 165 of the Companies Act, 1956,
statutory meeting of the Company will be held at the Registered Office of the Company at _________
_________________ the Registered Office on _____________[day], the [date] at [Time] to consider
adopt the Statutory Report and to discuss any other matter pertaining to the formation of the compan
Please find enclosed a copy of the Statutory Report
date:
Place:
by order of the
[Name of the Company
Director
:
. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE
PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER.
The proxies in order to be effective should be duly stamped, completed and signed and must be received by the
Company at its registered office, not less than 48 hours before the commencement of the Meeting.
The explanatory statement pursuant to section 173 (2) of the Companies Act, 1956 is annexed hereto.
THE EXPLANATORY STATEMENT
( Pursuant to section 173 (2) of the Companies Act,1956 )
The Members of the Company are hereby informed that this Company was incorporated on [date of incorporation]
and got the Certificate of Commencement of Business on [date of commencement of business] from the office of Registrar of
Companies, [concerned state]. In pursuance of Section 165 of the Companies Act, 1956, every Public Limited Company is
required to hold a Statutory Meeting within a period of not less than one month and not more than six months from the date
on which the Company is entitled to commence business. This meeting is being called to ensure the Statutory Compliance of
the aforesaid provisions of Companies Act, 1956. Therefore, the members are hereby requested to make it convenient to
attend the meeting
date:
Place:
by order of the
[Name of the Company
Director
:
46
41) Draft a detailed agenda of an Annual General Meeting of a Public Company
. AGM agenda:
1. Approval of the company‟s annual report, annual financial statement, including the income
statement
(profit and loss accounts), as well as the allocation of the Company‟s profits and losses for 2009.
2. Election of the Board of Directors of OAO RBC Information Systems.
3. Election of the Audit and Compliance Committee.
4. Approval of the auditor of OAO RBC Information Systems.
Quorum on AGM agenda items:
Number of votes held by persons
AGM agenda item taking part in the general meeting
Number of votes assigned to persons
eligible for participation in the general
meeting as of May 24, 2010 %
Quorum
1 140,000,000 54,955,088 39.253634 present
2 1,260,000,000 494,595,792 39.253634 present
3 117,995,310 32,950,398 27.925176 not present
4 140,000,000 54,955,088 39.253634 present
Item No. 1 of the AGM agenda.
To approve the Company’s annual report and annual financial statement, including the
income
statement (profit and loss accounts). To pass dividend for 2009
Voting results for AGM agenda item No. 1:
“FOR” “AGAINST” “ABSTAINED”
Number of votes cast by shareholders 54,678,771 785 132
Percentage of votes cast 99.497195(%) 0.001428(%) 0.00024(%)
RESOLUTION PASSED.
Item No. 2 of the AGM agenda.
To elect to the Company’s Board of Directors:
1. Alexander Morgulchik
2. German Kaplun
3. Dmitry Belik
4. Sergei Lukin
5. Artemy Inyutin
6. Vyacheslav Masenko
7. Neil Osborn
8. Michael Hammond
9. Ekaterina Lebedeva
2
Voting results for AGM agenda item No. 2
Number of votes cast “AGAINST ALL CANDIDATES” 5,400 0.001092(%)
Number of votes cast “ABSTAINED ON ALL CANDIDATES” 208,683 0.042193(%)
Number of votes left undistributed between nominated candidates 0 0(%)
Candidate’s full name Number of votes cast for the candidate
German Kaplun 56,001,772
Dmitry Belik 55,774,172
Alexander Morgulchik 55,773,172
47
Artemy Inyutin 55,731,827
Sergei Lukin 55,730,202
Michael Hammond 53,841,997
Neil Osborn 53,841,902
Ekaterina Lebedeva 53,758,931
Vyacheslav Masenkov 53,753,152
Total votes (“FOR”) 494,207,127
The election of members of the Company‟s Board of Directors is held in the form of cumulative
voting.
A total of 9 candidates who secure the largest amount of votes from shareholders – owners of voting
shares who participate in the meeting – are elected.
The following candidates were elected to the Company’s Board of Directors:
1. Alexander Morgulchik
2. German Kaplun
3. Dmitry Belik
4. Sergei Lukin
5. Artemy Inyutin
6. Vyacheslav Masenko
7. Neil Osborn
8. Michael Hammond
9. Ekaterina Lebedeva
RESOLUTION PASSED.
Item No. 3 of the AGM agenda.
Due to a lack of quorum, the voting results on this item were not drawn.
RESOLUTION NOT PASSED.
Item No. 4 of the AGM agenda.
To approve the following firms as the Company’s auditors:
1. Grant Thornton CJSC for international audits;
2. Online Audit LLC for Russian audits.
Voting results for AGM agenda item No. 4
“FOR
”
Percentage of
votes (%)
“AGAINS
T”
Percentage of
votes (%) “ABSTAINED” Percentage of
votes (%)
1. Grant Thornton CJSC
for international audits 54 862 835 99.83213 600 0.001092 2 0.000004
2. Online Audit LLC for
Russian audits 54 862 650 99.831794 600 0.001092 187 0.00034
RESOLUTION PASSED.
3
Chairman of the General Meeting
Secretary of the General Meeting
_______________ Artemy Inyutin
________________ Natalya Smagina
48
42) Draft an explanatory statement to be attached to the notice of an Extra Ordinary Meeting
for removal of a director who has misused the funds of the company in the reception of
his son‟s marriage.
Extraordinary General Meeting
S. 169-Notice of an Extraordinary General Meeting
LFDC & COMPANY
Mr.___________
Dated the ___2011
NOTICE
Notice is hereby given that an Extraordinary General Meeting of the members of the Company
will be held at the registered office of the Company on____the____2011___at____a.m./p.m. to
consider The process of removal of a Director under section 284 of the Companies Act, 1956, has also to
be initiated by a 'special notice' within the meaning of section 190 of the Act for misused the fund of the
company in the reception of his son‟s marriage. and, if thought fit, with or without modification to
pass the following resolution proposed as a Special Resolution:
"RESOLVED that ____________
__________________________
BY ORDER OF THE BOARD
(XYZ)
Secretary.
NOTES: (1)The Explanatory Statement, pursuant to section 173(2) of the Companies Act, 1956,
with regard to the Special Resolution mentioned above is enclosed.
(2)A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend
and vote instead of himself and the proxy need not be a member. A blank form of proxy is
enclosed which, if used, should be returned to the company duly completed not later than fortyeight hours before the commencement of the meeting
49
43) Draft a statutory report of an imaginary company.
FORM NO. 22
FormTitle Statutory Report
No. of Company x
Nominal Capital x
THE COMPANIES ACT, 1956
FormParentAct The Companies Act, 1956
Statutory Report
[Pursuant to section 165]
Name of Company _________________________________
Statutory Report of the __________________________________
Certified and filed pursuant to section 165 (5)______________________
Date of Notice for holding statutory meeting ______________________
Date of meeting _________________________
[Place where meeting is to be held] __________________________________
Presented by ___________________________________________________
The Board of Directors submits this statutory report to the members in pursuance of section 165.
1. Shares allotted and cash received up to (a)_________________________________
No. of _____________________________________________________________
Shares________________________________________________
Nominal value
of each share_____________________________________________
Cash received
up to (a)________________________________________________
(a) Allotted subject to payment thereof in
cash
1 Equity_________________________
2 Redeemable Preference Shares _________________________
3 Preference shares other than______________________________
Redeemable Preference Shares________________________________
(b) Allotted as fully paid-up otherwise than
in cash and the consideration for which
they have been allotted.
1 Equity ________________________
2 Redeemable Preference Shares _______________________________
3 Preference shares other than____________________________________
Redeemable Preference Shares___________________________________
(c) 6Allotted as partly paid-up to the extent
7of Rs. x 87per share,
and
9
10the consideration for which they
have been so allotted._________________________________
50
11
1 Equity ______________________________
2 Redeemable Preference Shares ___________________________
3 Preference shares other than_____________________________
Redeemable Preference Shares___________________________
2. Abstract of receipts and payments up to (a) x
Receipts Rs. Payments Rs.
Shares x Preliminary expenses x
Equity x Commission on issue or sale
of shares
x
Redeemable Preference Shares x Discount on issue or sale of
shares
x
Preference shares other than
Redeemable Preference Shares
x
Advance Payment for shares x Capital Expenditure
Debentures x
Loans x Land x
Deposits x Building x
Other Sources (to be specified) x Plant x
Machinery x
Other items to be specified,
balances
x
Cash In Hand x
Cash At Bank x
At post office x
Saving Bank x
Total x Total x
(a) The date should be within 7 days of the Report.
3 Preliminary expenses as estimated in the Prospectus or Statement in lieu of Prospectus Rs.
but actually incurred to the date are as under:
Preliminary
expenses actually
incurred up to
aforesaid date
Rs.
Preliminary expenses
estimated to be incurred
after the aforesaid date.
Rs.
Law Charges x x
Other charges in connection with the
51
preparation of the Memorandum and
Articles of Association.
xx
Printing expenses x x
Registration charges x x
Advertisement charges x x
Commission on issue or sale of shares x x
Discount on issue or sale of shares x x
(other initial expenses. To be specified as
far as possible)
xx
Total Rs. x x
4. Names, addresses and occupations of the company‟s Directors, Auditors, Manager and
Secretary.
Name(s) Address(s) Occupation Particulars(s) of
change(s) if any, in
entries in columns
(1),(2),(3) since the
date of incorporation
Date of
the
change
(1) (2) (3) (4) (5)
A. Directors
1.
2.
3.
4.
B. Auditors
1.
2.
C. Managing Agent / Secretaries and Treasurers
D. Manager
E. Secretary
These particulars must include dates of changes
5. Particulars of any contract which is to be
submitted to the statutory meeting for
approval. (If any modification or
proposed modification of a contract is to
be submitted for such approval brief
particulars of contract and particulars of
modification or proposed modification
should be given.)
6. Under-writing contracts.
Brief description of each contract. If
contract not carried out fully, extent to
52
which it has not been carried out and
reasons therefore.
7. The arrears, if any, due on calls from
Directors and Managers.
NAMES Amount
due
Directors : _________________
Managers: _______________
8. Particulars of any commission or brokerage paid or to be paid in connection with the issue
or sale of shares to any Director, or Manager thereof.
NAMES Commission or Brokerage paid or to be paid
On Shares On Debentures
Directors : ________________________
Manager ___________________
Dated this Day of __________ 2011
We hereby certify that the given report is correct.
______________________________
Signature of two or more Directors.
We hereby certify as correct so much of the reports as relates to the shares allotted by the
company and to the cash received in respect of such shares and to the receipts and payments.
Signature of Auditors ________________
Dated this_________ Day of 2011
44) Prepare a table showing the differences between an agreement to sell and a sale deed
Distinction between the sale and agreement to sell:Particulars
Nature of contract
Transfer of property
Risk of loss
Consequences of the breach
Insolvency of the buyer
Sale
Contract of sale is a executed
contract
The property in the goods
passes from buyer to seller
immediately
In a sale, the buyer
immediately become the
owner of the goods and the
risk follow the ownership
In sale the seller break the
contract the buyer may sue
for delivery of goods or for
damages.
Agreement to sell
Agreement to sell is executor
contract.
The transfer of property take
p[lace at some future period
or until the condition is
fulfilled.
An agreement to sell, the
seller remain the owner and
the risk is with him
In agreement to sell if the
buyer fails to accept the
goods the seller may sue for
damages only and not for the
price.
If the buyer become insolvent, In an agreement to sell, when
the seller in the absence of a the buyer becomes insolvent
lien over the goods is bound before he pays for the goods,
53
Insolvency of the seller
General and particular right
Right to re-sale
to delivers the goods to the
official receiver.
In sale, if the seller becomes
insolvent, the buyer is entitled
to recover the goods from the
official receiver as the
property of the goods is with
the buyer.
In sale the buyer get a
absolute right of ownership
i.e. right in rem
The property is with the buyer
and as such the seller cannot
resell the goods.
the seller may not part with
the goods.
In an agreement to sell, if the
buyer has already paid the
price and the seller becomes
insolvent, the buyer can claim
only a ratable dividend and
not the goods.
In agreement to sell create a
right in personam
In agreement to sell , the
property in the goods remains
with the seller and he can resale the goods.
45) Draft a lease deed for a period of 10 years for letting out a building to a college
management.
AGREEMENT FOR BUILDING LEASE
THIS AGREEMENT is made at
....... this ....... day of ....... between Mr.
A.. . . residing at ....... hereinafter referred to as 'The Lessor' of the One Part and Mr. B
.... residing at ....... hereinafter referred to as The Lessee' of the Other Part;
WHEREAS the Lessor is absolutely seized and possessed of a vacant piece of
land situate at ....... and more particularly described in the Schedule hereunder written.
AND WHEREAS the Lessor Is entitled to hold the said land being within the
ceiling limit.
54
AND WHEREAS the Lessee has requested the Lessor to give the said piece of
land on a long lease to enable the Lessee to construct a building partly for his own
residence and partly for letting out the same.
AND WHEREAS the Lessor has agreed to grant a lease of the said plot of land
to the Lessee on the following terms and conditions.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:
1.
The Lessor agrees to demise and the Lessee agrees to take on lease the said
piece of vacant land more particularly described in the Schedule hereunder
written for a term of 99 years from the date of the Deed of Lease to be executed
as hereinafter mentioned at the yearly rent of Rs. ........ and subject to the terms,
conditions and covenants hereinafter contained.
2.
The Lessor shall make out a marketable title to the said land free from any
encumbrances and reasonable doubt.
3.
The Lessor shall produce the documents of title to the Lessee or his Advocate for
inspection and investigation of title to the said land. within eight days from the
date hereof.
4.
The Lessor will allow the Lessee to enter upon the said land, after he Is satisfied
with the title of the Lessor for the purpose of constructing a building thereon as
hereinafter provided.
55
5.
The Lessee agrees and covenants that -
(a)
He will enter upon the said piece of land for construction of a building only
as a licensee until the building is constructed and the Deed of Lease is
executed in his favour and till then he "I have no right as a tenant or
lessee to the said land.
(b)
The Lessee will pay all the municipal taxes in respect of the said plot of
land and the building to be constructed thereon if any payable until
completion of the building and execution of the Deed of Lease.
(c)
The Lessee shall after entering upon the said land as aforesaid
commence and complete a building thereon as per plans to be sanctioned
by the
(d)
....... Municipal Corporation.
The Lessee will get the plans of the Proposed building Prepared by his
architect for being submitted to the Municipal Corporation. The Building
shall consist of a ground and ....... upper floors and the total built up area
will not exceed the F.S.I. available. The construction cost of the said
building will not be less than Rs ........ and the Lessee shall use quality
building material and specifications on that basis.
(e)
The Lessee shall not construct any work which will be unauthorised or
against the Municipal building rules and regulations.
(f)
The Lessee shall do the digging work for foundation to the extent
necessary and shall not remove and dispose of any earth or gravel from
the said land.
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(g)
The Lessee shall not also bring any unnecessary material on the said
land.
(h)
During construction of the building the lessee shall have the property
insured against fire and accident.
(i)
The Lessee shall on completion of the building obtain and produce for the
Lessee's
inspection
the
completion
certificate
of
the
Municipal
Corporation.
(j)
The building will be constructed at the costs of the Lessee including the
fees payable to architects, Surveyors, Engineers, labours etc.
(k)
The Lessee shall indemnify and keep indemnified the Lessor, against all
losses, costs, charges and expenses that the Lessor may suffer or incur
due to any claim from any person regarding the said construction or due to
any accident or due to breach of any rule and regulation Of the Municipal
Corporation or Govt.
(l)
During construction the Lessee shall take precaution to see that no
nuisance or annoyance is caused to the adjoining owners or Occupiers of
other properties
6.
On the completion of the building as aforesaid and the Lessee obtaining the
completion certificate, the Lessor shall execute a deed of lease of the said plot of
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land with the building thereon for a period of 99 years from the date of the lease
at the yearly rent of Rs ....... The Deed of Lease will be In the form which has
been approved by the parties hereto and a copy thereof is hereto annexed and
marked 'A' for Identification.
7.
For the use and occupation of the said land for construction the Lessee shall pay
to the Lessor, a lumpsum of Rs .......... before the execution of the Lease.
8.
The said building will be constructed and completed within a period of one year
from the date hereof provided that, if the work is held up or delayed for any
reason beyond the control of the Lessee, the said period shall be extended for
such further period as may be expected to be required for completion of the
building but not exceeding .... months.
9.
If the building is not completed within the said period, the Lessor shall have the
option to cancel this agreement by one month's prior notice to the lessee and on
the cancellation of this agreement the Lessee shall remove all work of
construction and hand over vacant possession of the said plot to the Lessor
within one month from the date of cancellation unless the Lessor agrees to take
over and purchase the construction work and building material at the cost that
may be agreed upon between the parties.
10.
All the costs including stamp duty and registration charges of and Incidental to
the Deed of Lease will be borne and paid by the Lessee. The fees of the Lessor's
Advocate will be paid by the Lessor.
11.
The Deed of Lease will be executed in duplicate and one original copy will
remain with the Lessee and the other will remain with the Lessor.
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12.
In the event of any dispute arising between the parties hereto in respect of this
agreement the same will be referred to arbitration of a common arbitrator If
agreed upon, otherwise to two arbitrators one to be appointed by each party and
the arbitration will be governed by the Arbitration & Conciliation Act, 1996.
The Schedule Above Referred to
IN WITNESS WHEREOF THE Parties have put their respective hands the
day and year first hereinabove written
Signed and delivered by the withinnamed Lessor ………....
in the presence of ............
Signed and delivered by the withinnamed Lessee …………..
in the presence of .....………..
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46) Mr. Raju agreed to supply 200 bags of sugar to Mr. Ravi @ Rs.4000/- per bag, otherwise
to pay damages @ Rs.1000/- per bag. The price of sugar has gone upto Rs.5500/- per bag
in the market. So he failed to supply. Calculate damages payable by Mr Raju to Mr. Ravi.
Calculation of damage payable to ravi:
Damages/bag = 1000/- per bag for 200 bags
Totl damages = 1000 x 200 = 200000
Therefore dmages payable to Mr.ravi is 200000
47) Draft a model complaint addressing the President of Hyderabad District Forum against an
Electronics Dealer who sold a defective refrigerator to you.
COMPLAINT FORM
(Form for complaint under the Consumer Protection Act 1986)
In the complaint case no……………….………………………. ………………………………………………
Before the Hon’ble District Forum…………………..………………………………………………………
or
Before the State Commission………………………………………………………………………………….
or
Before the National Commission…………………………………………………………………..…………
Complaint No……………………………………………of………………………………………..……………..….
In the matter of …………………………………………………………………………………………………....
Name & address of complainant/complainant……………………………………………………....
versus
Name & address of opposite party/parties………………………………………………….
I/we, the above named complainant/complainants respectfully state before the
Hon’ble Forum/Commission the complaint as follows:
It is therefore prayed
(i) That opposite party be directed to refund the amount paid by the
complainant to the tune of Rs……………………………………
(ii) Complainant may please be compensated to the tune of Rs…………………..for
the mental agony and harassment caused to him/her in the due course
(iii) Cost of litigation may also be awarded suitably.
…………………………
Signature of Complainant
Place:.………………..
Date:………………….. (Name of Complainant)
Verification
Downloaded from eHIMAPURTI Page 2 of 2
I…………………………………..S/o………………………………..aged………………..the above named
complainant do hereby solemnly declare that the particulars stated above are
true to the best of my knowledge and belief and nothing has been concealed
therein. I further certify that annexure I,II and III appealed to the complaint are
the true copies of original documents.
Verified at……………..this day of……………………
(a)………………………Annexure I Signature of Complainant
(b)………………………Annexure II
(c)………………………Annexure III (Name of the complainant/Deponent)
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48) A is a manufacturer and seller of Pan masala under the registred trade mark “Pyara Masala”.
B, a manufacturer of Tea dust also sells his product under the Pyara Tea’. A files a suit
against B alleging Trade mark. Decide.
A suit file by A is not maintainable because the manufacturing product of masala and tea are
different so B can sold his product under the name of Pyara Tea .
Similar case we are discuss under the companies Act MOA name clause is
“Buttercup vs buttercup vanaspathy ltd.”
49) Present the facts of case of Ashbury Railway Carriage & Iron Co Vs Riche.
Facts of the case
Incorporated under the Companies Act 1869, the Ashbury Railway Carriage and Iron Company
Ltd‟s memorandum, clause 3, said its objects were „to make and sell, or lend on hire, railwaycarriages…‟ and clause 4 said activities beyond needed a special resolution. But the company
agreed to give Riche and his brother a loan to build a railway in Belgium. Later, the company
repudiated the agreement. Riche sued, and the company pleaded the action was ultra vires.
Judgment
Exchequer Court
The judges of the exchequer chamber being equally divided, the decision of the court below was
affirmed.
Blackburn
J said,
“
"If I thought it was at common law an incident to a corporation that its capacity
should be limited by the instrument creating it, I should agree that the capacity of a
company incorporated under the act of 1862 was limited to the object in the
memorandum of association. But if I am right in the opinion which I have already
expressed, that the general power of contracting is an incident to a corporation
which it requires an indication of intention in the legislature to take away, I see no
such indication here. If the question was whether the legislature had conferred on a
corporation, created under this act, capacity to enter into contracts beyond the
provisions of the deed, there could be only one answer. The legislature did not
confer such capacity. But if the question be, as I apprehend it is, whether the
legislature have indicated an intention to take away the power of contracting which
at common law would be incident to a body corporate, and not merely to limit the
authority of the managing body and the majority of the shareholders to bind the
minority, but also to prohibit and make illegal contracts made by the body corporate,
in such a manner that they would be binding on the body if incorporated at common
law, I think the answer should be the other way."
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”
House of Lords
The House of Lords, agreeing with the three dissentient judges in the Exchequer Chamber,
pronounced the effect of the Companies Act to be the opposite of that indicated by Mr Justice
Blackburn. It held that if a company pursues objects beyond the scope of the memorandum of
association, the company's actions are ultra vires. Lord Cairns LC said,
“
It was the intention of the legislature, not implied, but actually expressed, that the
corporations, should not enter, having regard to this memorandum of association, into a
contract of this description. The contract in my judgment could not have been ratified by the
unanimous assent of the whole corporation.
”
50) M/s Sun Decorators LTD, registered on 1st April 2009, sent notices to all its share holders to
attend its first Annual General Meeting on 30th June 2010. Do you think that the meeting
will become a validly convened meeting?
Yes, the meeting will become
valid convened meeting because the company is
registered on 1st April nd it is conducted his first AGM on 30 th june 2010. The first AGM
can be held within a period of 18 months after the company registered.
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