CS Executive Paper 6 (ECIPL) cheat sheet
CS Executive Paper 6 (ECIPL) · Keep the key ideas within reach.
Law of Contract and Specific Relief
Section 2(h) Indian Contract Act, 1872: contract = agreement enforceable by law; agreement (s.2(e)) = promise or set of promises with consideration.
Section 10 essentials: offer + acceptance, lawful consideration, lawful object, capacity, free consent, not expressly declared void.
Section 25: agreement without consideration is void except natural love and affection between near relatives, past voluntary services, or written promise to pay time-barred debt.
Minor's agreement is void ab initio (Mohori Bibee v Dharmodas Ghose); a minor can be a beneficiary and cannot be ordered to refund under s.65.
Section 56: agreement becomes void when performance impossible by act of God or change of law; frustration discharges the contract without damages.
Specific Relief Act, 1963 s.10: specific performance is the rule for contracts, not discretionary relief; s.14 lists contracts not specifically enforceable (personal service, determinable).
Section 16 SRA: readiness and willingness of the plaintiff is a mandatory condition for specific performance; s.20 bars relief where contract is unfair or obtained by undue influence.
Injunction under ss.36-42 SRA is preventive relief; s.41 lists cases where injunction is refused, e.g. to restrain breach of a contract not specifically enforceable.
Law of Sale of Goods and Negotiable Instruments
Sale of Goods Act, 1930 s.4: sale = transfer of property in goods for a price; agreement to sell is a contract plus a future transfer.
Section 12 distinguishes condition (essential term, breach gives right to repudiate) from warranty (collateral, breach gives damages only).
Section 16 implied conditions as to quality/fitness are negated by caveat emptor unless buyer relies on seller's skill or goods are by description.
Section 19: property passes when parties intend; s.20 for specific goods in deliverable state passes on contract; s.23 for unascertained goods on appropriation.
Section 27: nemo dat quod non habet - seller without title transfers none, except sale by mercantile agent, finder, or in market overt exceptions in ss.27-30.
Negotiable Instruments Act, 1881 s.13: negotiable instrument = promissory note, bill of exchange or cheque payable either to order or to bearer.
Section 138: dishonour of cheque for insufficiency of funds is an offence if demand notice is served within 30 days of receipt of memo and payment is not made within 15 days.
Section 118 statutory presumptions: consideration, date, time of acceptance, and that the holder is a holder in due course - rebuttable by evidence.
Law of Partnership, LLP and Competition Law
Indian Partnership Act, 1932 s.4: partnership = relation between persons who agree to share profits of a business carried on by all or any acting for all.
Section 5: a partner is the agent of the firm for business purposes; s.18 makes the firm liable for acts within the authority of a partner.
Section 30: a minor may be admitted to the benefits of partnership with consent of all partners but is not personally liable; liability limited to share.
Section 32: retirement requires notice to all partners; retiring partner remains liable to third parties until public notice under s.72.
LLP Act, 2008: minimum two designated partners, at least one resident in India; body corporate with perpetual succession and limited liability; governed by LLP agreement.
Competition Act, 2002 s.3 prohibits anti-competitive agreements including horizontal price-fixing, bid-rigging, market allocation and output restriction; s.4 prohibits abuse of dominant position.
Section 5 thresholds for combinations are based on assets or turnover of the parties; s.6 requires notification to CCI within 30 days of board approval where thresholds are met.
CCI may impose penalty up to 10% of average turnover for the last three preceding financial years for contravention of s.3 or s.4.
Companies Act, 2013 - Incorporation, Prospectus, Share Capital, Management and Meetings
Section 3: public company needs minimum 7 subscribers, private company 2, OPC 1; s.4 memorandum must state name, registered office state, objects, liability and capital.
Section 12: company must have registered office within 30 days of incorporation and display name and CIN outside every office; s.9 certificate of incorporation is conclusive evidence.
Section 26: prospectus must be dated and filed with the Registrar before issue; s.32 requires every prospectus to state a date and be issued within 90 days of registration.
Section 42: private placement requires offer letter, minimum investment of Rs. 20,000 face value, and money in a separate bank account; s.62 rights issue with 15-day offer period.
Section 43: share capital consists of equity and preference shares; s.47 voting rights of preference shareholders restricted to resolutions affecting their rights.
Section 102: notice of general meeting must be given at least 21 clear days in advance with explanatory statement; s.103 quorum: 5 members for public company, 2 for private.
Section 96: AGM must be held once a year with not more than 15 months between two AGMs; first AGM within 9 months of first financial year end.
Section 149: every listed company and prescribed classes must have at least one-third independent directors; s.152 rotation of two-thirds of directors in public companies.
Industrial and Labour Laws
Factories Act, 1948 s.2(m): factory = premises with 10 or more workers with power, or 20 or more without power, and a manufacturing process; s.6 approval of factory building plans.
Section 59: maximum 48 working hours a week and 9 hours a day; s.54 weekly holiday; s.55 intervals of rest; s.79 annual leave with wages based on days worked.
Industrial Disputes Act, 1947: s.2(k) defines industrial dispute; s.25F conditions precedent to retrenchment (notice, compensation, opportunity); s.25N prior permission for lay-off in large units.
Section 33 of IDA protects workmen during pendency of proceedings; s.2A allows individual workman to raise dismissal disputes directly.
EPF Act, 1952: applies to establishments with 20 or more employees; contribution 12% of basic wages plus dearness allowance by employer and employee, with employer share split 8.33% to EPS.
Payment of Gratuity Act, 1972: applies at 10 or more employees; gratuity payable after 5 years continuous service at 15/26 of last drawn wages per year of service, capped at Rs. 20 lakh.
ESI Act, 1948: applies to factories with 10 or more persons and establishments with 20 or more; employee contribution 0.75% and employer 3.25% of wages for covered employees.
Employees' Compensation Act, 1923 covers workmen not covered by ESI; employer liable for accident arising out of and in course of employment, with compensation based on wages and injury type.
Economic and Commercial Legislation
FEMA, 1999 s.3: no person may deal in or transfer foreign exchange or foreign security except as permitted; s.6 governs capital account transactions by regulation.
FEMA s.13: penalty up to three times the sum involved where quantifiable, or up to Rs. 2 lakh where not quantifiable; s.37A empowers ED officers to seize documents.
PMLA, 2002 s.3: offence of money laundering - projecting proceeds of crime as untainted property; s.4 punishment 3 to 7 years imprisonment and fine.
PMLA s.12: reporting entities must maintain records of transactions and verify client identity; s.12A permits sharing of information with FIU; s.45 attaches properties involved.
IBC, 2016 s.7: financial creditor may file application on default of Rs. 1 crore or more; s.9 operational creditor after demand notice; s.10 corporate debtor itself.
IBC s.14 moratorium prohibits suits, transfer of assets and enforcement of security; s.31 resolution plan approved by CoC binds all stakeholders.
IBC s.12A: withdrawal of application permitted with approval of 90% of CoC; s.33 liquidation order if resolution plan not approved within time.
SARFAESI Act, 2002 s.13: secured creditor may enforce security interest after 60-day notice; s.17 allows borrower appeal to DRT within 45 days.
Consumer Protection Law and Miscellaneous Commercial Laws
Consumer Protection Act, 2019 s.2(7): consumer includes any person who buys goods or hires services for consideration, including online and offline transactions.
Section 2(11) defines deficiency in service; s.2(47) unfair trade practice includes misleading advertisements and false representation about quality or price.
Pecuniary jurisdiction: District Commission up to Rs. 50 lakh, State Commission above Rs. 50 lakh to Rs. 2 crore, National Commission above Rs. 2 crore.
Section 35: complaint may be filed within 2 years from cause of action; s.38 provides relief including replacement, refund, compensation and corrective advertisement.
Section 2(42) product liability: manufacturer or product service provider liable for defective goods or deficient service causing harm; s.86 penalty for false advertisement.
E-Commerce Rules, 2020 require disclosure of seller details, grievance officer and prohibition of misleading advertisements by marketplace entities.
Arbitration and Conciliation Act, 1996: s.7 arbitration agreement in writing; s.11 appointment by Supreme Court or High Court; s.34 setting aside award within 3 months.
Legal Metrology Act, 2009 requires standard weights and measures and declaration of pre-packaged commodity particulars; contravention attracts penalty under s.36.
Law of Contract and Specific Relief - Remedies
Section 73 Indian Contract Act: damages for breach are compensation for loss naturally arising or in contemplation of parties; remote loss not recoverable.
Section 74: where a sum is named as penalty or liquidated damages, the court awards reasonable compensation not exceeding that sum, regardless of actual loss.
Section 75: party rightfully rescinding a contract is entitled to compensation for damage sustained through non-fulfilment.
Specific Relief Act s.5: specific performance may be granted for a contract where damages are inadequate; s.11 bars it against a person not a party to the contract.
SRA s.34: declaratory decree available to any person entitled to a legal character or right, and to deny a legal character asserted against him.
SRA s.38: perpetual injunction granted to prevent breach of an obligation existing in favour of the plaintiff; s.39 mandatory injunction to compel performance.
Negotiable Instruments - Parties and Liability
Section 6: cheque is a bill of exchange drawn on a specified banker and payable on demand; s.5 bill of exchange, s.4 promissory note.
Section 9: holder in due course obtains the instrument for consideration, before maturity, in good faith and without notice of defect in title.
Section 30: drawer of a bill is bound to compensate the holder if the drawee dishonours; s.32 maker of a note is primarily liable.
Section 85: banker paying a cheque in good faith and without negligence is protected; s.89 protects a paying banker on a crossed cheque.
Section 123: crossing is general (two parallel lines) or special (banker's name); s.126A electronic cheque is a cheque in electronic form.
Partnership - Relations and Dissolution
Section 18 Partnership Act: firm is liable for wrongful acts of a partner in the ordinary course of business, to the same extent as the partner.
Section 31: a new partner may be admitted only with the consent of all existing partners; s.25 profit sharing is equal unless agreed otherwise.
Section 40: firm may be dissolved by consent of all partners or by contract; s.44 by the court on grounds such as misconduct or persistent loss.
Section 69: unregistered firm cannot enforce rights in court against third parties until registered, except for dissolution or accounts.
LLP Act s.23: LLP is liable for wrongful acts of a partner; s.24 partner not personally liable for obligations of LLP except own wrongful act.
Companies Act - Capital and Meetings Detail
Section 55: issue of sweat equity shares requires special resolution and approval of 3/4 of shareholders in a general meeting.
Section 68: buy-back of shares limited to 25% of paid-up capital and free reserves in a financial year, with a maximum of 10% by board resolution.
Section 123: dividend declared at AGM is payable within 30 days; unpaid dividend transferred to Unpaid Dividend Account within 7 days of expiry.
Section 101: general meeting may be called at shorter notice with consent of 95% of members entitled to vote at AGM; s.100 EGM requisition by members holding 10%.
Labour Codes and Welfare Detail
Factories Act s.21: no worker shall be required to work in a confined space where fumes make safety uncertain; s.41A site appraisal for hazardous processes every two years.
ESI Act s.46: benefits include sickness benefit at 70% of wages for 91 days, maternity benefit, disablement and dependants' benefit.
Gratuity Act s.4: 5 years continuous service not required on death or disablement; s.7 employer must pay within 30 days of becoming due.
ID Act s.2(n): workman excludes managerial and administrative staff; s.25B continuous service of 240 days in a year for retrenchment benefits.
FEMA, PMLA and IBC - Procedure
FEMA s.6(3): RBI may prohibit, restrict or regulate capital account transactions; current account transactions are generally free under s.5.
FEMA s.19: appeal against ED order to Appellate Tribunal within 45 days; s.35 provides for compounding of contraventions.
PMLA s.17: Director may authorise survey and search; s.19 provisional attachment of property for 180 days, extendable by the Adjudicating Authority.
IBC s.12: CIRP must be completed within 330 days including extension; s.29A bars resolution applicants with specified disqualifications.
Consumer Commissions and Commercial Law Detail
Consumer Protection Act s.2(9): complaint includes allegation of defective goods, deficient service, unfair trade practice or restrictive trade practice.
Section 47: State Commission hears appeals against District Commission orders and original complaints above Rs. 50 lakh; appeal to National Commission within 30 days.
Section 58: National Commission may hear appeals and may impose penalty up to Rs. 1 crore for false or frivolous complaints under s.65.
Sale of Goods Act s.46: unpaid seller's rights include lien, stoppage in transit and resale; s.47 lien lost when property passes to buyer.
Contract - Consent and Capacity
Section 13: consent means agreeing upon the same thing in the same sense; s.14 free consent requires absence of coercion, undue influence, fraud, misrepresentation and mistake.
Section 16 undue influence: relations where one party can dominate the will of the other, including fiduciary relations; burden of proof shifts to the dominant party.
Section 17 fraud includes suggestion of untrue facts, active concealment and promise without intention to perform; s.18 misrepresentation is innocent misstatement.
Section 11: persons competent to contract are of the age of majority, of sound mind and not disqualified by law; s.12 sound mind test for capacity.
Sale of Goods - Performance and Remedies
Section 31: it is the duty of the seller to deliver goods and of the buyer to accept and pay in accordance with the contract.
Section 42: buyer is deemed to have accepted goods when he intimates acceptance or retains goods beyond a reasonable time without objection.
Section 45: unpaid seller's right of lien arises where goods are sold without stipulation as to credit; s.50 resale after notice gives right to damages.
Section 61: suit for price or damages for non-acceptance; interest may be awarded under s.61(2) from date of tender.
Competition Law - Procedure and Orders
Competition Act s.19: CCI may inquire into contravention on its own motion or on information from any person; s.26 directs investigation by DG.
Section 27: after inquiry, CCI may cease and desist, impose penalty, or order division of an enterprise; s.28 empowers division of a dominant enterprise.
Section 21A: CCI may enter into agreements with foreign agencies for enforcement; s.32 allows extra-territorial application for conduct outside India affecting competition.
Section 49: Competition Appellate Tribunal replaced by NCLAT; appeals against CCI orders lie to NCLAT within 60 days.
Companies Act - Directors and Audit
Section 165: maximum 20 directorships per person, excluding private companies; s.167 vacation of office on non-attendance at board meetings for 12 months.
Section 139: auditor appointed for 5 years at AGM; s.141 disqualifications include indebtedness above Rs. 5 lakh to the company.
Section 177: audit committee mandatory for listed companies and prescribed classes; s.178 nomination and remuneration committee.
Section 135: CSR applies to companies with net worth of Rs. 500 crore or turnover of Rs. 1000 crore or net profit of Rs. 5 crore; 2% of average net profit of three years.
Labour - Disputes and Social Security
ID Act s.2(p): settlement means a written agreement between employer and workmen; s.18 settlement is binding on parties and successors.
Section 10: appropriate government may refer an industrial dispute to a Board, Court of Inquiry, Labour Court or Industrial Tribunal.
Section 22: prohibition of strikes in public utility services without 14 days' notice; s.23 general prohibition of strikes during pendency of proceedings.
EPF Act s.7A: authority may determine dues after inquiry; s.14B damages up to 100% of arrears for default in deposit.
IBC - Insolvency Resolution Process
IBC s.3(12): default means non-payment of a debt due and payable; s.4 threshold is Rs. 1 crore for filing applications.
Section 16: interim resolution professional takes control of the corporate debtor's assets; s.18 duties include managing operations and collecting information.
Section 30: resolution plan must be approved by CoC with 66% voting share; s.31 approval binds the corporate debtor and stakeholders.
Section 53: waterfall of liquidation - insolvency costs, secured creditors, wages, financial debts, government dues, then equity.
Consumer Protection - Redressal and Penalties
Section 34: District Commission may admit complaint and issue notice to opposite party within 21 days; s.38 order within 3 months of notice.
Section 49: State Commission may call for records; s.58 National Commission may review its own order under s.60.
Section 72: product liability action may be filed against manufacturer for manufacturing defect, design defect or failure to warn.
Section 88: penalty for manufacturing or selling adulterated products; s.89 for spurious goods, with imprisonment and fine.
Contract - Performance and Discharge
Section 37: parties must perform or offer to perform their promises; s.38 tender of performance must be unconditional and for the whole obligation.
Section 62: novation, rescission or alteration discharges the original contract by agreement; s.63 acceptance of lesser sum discharges the whole.
Section 56: doctrine of frustration requires impossibility of performance, not mere hardship or commercial difficulty.
Section 39: when a party refuses to perform, the other may put an end to the contract unless he has signified acquiescence.
Negotiable Instruments - Dishonour and Notice
Section 91: a bill is dishonoured by non-acceptance or non-payment; s.93 notice of dishonour must be given to drawer and endorsers.
Section 138 proviso: demand notice must be sent within 30 days of receipt of information of dishonour; cause of action arises after 15 days of notice.
Section 142: complaint must be filed within one month of cause of action; s.143A interim compensation up to 20% of cheque amount may be ordered.
Section 139: presumption that holder received the cheque for discharge of a debt; burden lies on the accused to rebut.
Partnership - Liability and Authority
Section 19: implied authority of a partner does not include submitting a dispute to arbitration or opening a bank account in the firm's name.
Section 20: partners may extend or restrict implied authority by contract; s.22 compromise by one partner is not binding unless authorised.
Section 26: firm is liable for misapplication of money received by a partner within his apparent authority.
Section 45: liability of partners for acts after dissolution continues until public notice is given under s.72.
Companies Act - Incorporation and Prospectus
Section 7: documents filed with Registrar include MOA, AOA, declarations and address proof; s.7(7) allows rectification of name or objects.
Section 33: issue of a prospectus without registration is void; s.34 misstatements in prospectus make directors liable for loss.
Section 35: civil liability for misstatement in prospectus extends to promoters, directors and experts who consented to be named.
Section 39: minimum subscription must be received before allotment; s.40 securities to be allotted within 60 days of receipt of application money.
Labour - Factories and Wages
Factories Act s.11: cleanliness standards; s.13 ventilation and temperature; s.17 lighting and s.18 drinking water arrangements.
Section 36: no woman shall work in a factory except between 6 a.m. and 7 p.m.; s.66 further restrictions on night work.
Section 88: provisions apply to government factories; s.85 state government may extend the Act to establishments with fewer workers.
Payment of Wages Act, 1936: wages to be paid within 7 days of wage period for establishments with fewer than 1000 workers, and within 10 days otherwise.
FEMA and PMLA - Key Definitions
FEMA s.2(v): person resident in India includes a person residing in India for more than 182 days in the preceding financial year, subject to exceptions.
FEMA s.2(h): foreign exchange means foreign currency, deposits, credits and instruments payable in foreign currency.
PMLA s.2(1)(u): proceeds of crime means property derived from criminal activity relating to a scheduled offence.
PMLA s.2(1)(sa): reporting entity includes banks, financial institutions and intermediaries registered with SEBI or IRDAI.
Miscellaneous Commercial Statutes
Indian Stamp Act, 1899 s.35: an instrument not duly stamped is inadmissible in evidence until duty and penalty are paid.
Registration Act, 1908 s.17: documents requiring compulsory registration include instruments of gift of immovable property and leases exceeding one year.
Limitation Act, 1963: Article 113 provides 3 years for suits for which no period is prescribed; Article 54 for specific performance is 3 years from date fixed for performance.
Benami Transactions (Prohibition) Act, 1988: benami property may be attached and confiscated; s.53 provides imprisonment up to 7 years.
Contract - Quasi Contracts and Breach
Section 68: claim for necessaries supplied to a person incapable of contracting, against his property; s.69 reimbursement by a person interested in payment.
Section 70: obligation of a person enjoying benefit of a non-gratuitous act; s.71 responsibility of a finder of goods.
Section 72: money paid or goods delivered by mistake or coercion must be repaid or returned.
Section 124: contract of indemnity has two parties; s.126 contract of guarantee has surety, principal debtor and creditor.
Sale of Goods - Conditions and Warranties
Section 13: breach of condition may be treated as breach of warranty; s.14 implied undertaking as to title and quiet possession.
Section 15: sale by description implies goods shall correspond with description; s.16(2) fitness for purpose where buyer makes purpose known.
Section 17: sale by sample implies bulk corresponds with sample and buyer has reasonable opportunity of comparison.
Section 62: exclusion of implied terms by express agreement is permitted, subject to s.62(2) saving of rights.
LLP Act - Incorporation and Compliance
LLP Act s.5: any individual or body corporate may be a partner; s.6 minimum two partners required for incorporation.
Section 7: designated partners must obtain DPIN; s.8 consent of designated partner to act is required.
Section 10: incorporation document filed with Registrar; s.12 certificate of registration is conclusive evidence of formation.
Section 34: financial year of LLP ends on 31 March; s.35 books of account to be kept at registered office and statement of account filed annually.
Companies Act - Share Capital and Transfers
Section 44: shares are movable property transferable in the manner provided by articles; s.56 transfer requires instrument and delivery to company.
Section 58: refusal to register transfer must be communicated within 30 days; s.59 appeal to Tribunal against refusal.
Section 66: reduction of share capital requires special resolution and Tribunal confirmation; s.61 company may alter share capital by ordinary resolution.
Section 73: deposits may be accepted from members subject to limits and credit rating; s.76 acceptance of deposits from public on conditions.
Labour - ESI and Gratuity Detail
ESI Act s.2(9): employee includes persons employed for wages in a factory; s.2(22) wages exclude travelling allowance and gratuity.
ESI s.53: employer liable to pay compensation for employment injury; s.61 bars claim under Workmen's Compensation Act.
Gratuity Act s.2A: continuous service includes periods of leave, sickness and temporary disablement; s.4(2) maximum amount notified by Central Government.
Gratuity s.9: gratuity exempt from attachment in execution of a decree; s.13 protects gratuity from employer's creditors.
IBC - Creditors and Resolution
IBC s.5(7): financial creditor is a person to whom a financial debt is owed; s.5(20) operational debt includes goods and services dues.
Section 21: committee of creditors comprises financial creditors; s.24 meetings conducted by resolution professional.
Section 43: preferential transactions within 2 years of insolvency commencement may be avoided; s.45 undervalued transactions within 2 years.
Section 66: fraudulent trading liable for penalty; s.74 punishment for contravention of moratorium.
Consumer Protection - Appeals and Enforcement
Section 51: appeal to State Commission within 30 days of District Commission order, with condonation of delay on sufficient cause.
Section 73: appeal to National Commission against State Commission order within 30 days; s.67 transfer of cases by National Commission.
Section 94: Central Authority may investigate unfair trade practices; s.95 may issue directions for recall of goods or refund.
Section 2(28): restrictive trade practice includes manipulation of price or conditions of delivery that restricts competition.
Specific Relief - Specific Performance Bars
SRA s.14(a): contract for personal service not specifically enforceable; s.14(b) contract dependent on personal qualifications.
SRA s.14(c): contract whose performance involves continuous supervision by court is barred; s.14(d) determinable contracts.
SRA s.20: relief may be refused where contract is unconscionable or plaintiff has obtained unfair advantage.
SRA s.29: rescission may be granted where contract is voidable or unlawful; s.30 rescission requires restoration of benefits.
Sale of Goods - Transfer of Title
Section 26: risk prima facie passes with property; s.26 proviso delays risk until delivery where goods are not delivered.
Section 27: sale by a person not the owner passes no title except under ss.28-30; s.30 sale by a mercantile agent in possession with owner's consent.
Section 29: sale by a joint owner in possession; s.28 sale by a finder or by a person in possession under a voidable contract.
Section 48: unpaid seller's right of stoppage in transit applies when buyer becomes insolvent; s.49 notice of stoppage to carrier.
Competition - Abuse of Dominance
Section 4(2)(a): abuse includes imposing unfair or discriminatory conditions or price; s.4(2)(b) limiting production or market access.
Section 4(2)(c): denial of market access; s.4(2)(d) imposing supplementary obligations unrelated to the contract.
Section 19(4): factors for determining dominant position include market share, size, entry barriers and dependence of consumers.
Section 4(3): dominant position means ability to operate independently of competitive forces or affect competitors and consumers.
Companies Act - Board and Governance
Section 173: board meeting at least once every 3 months with gap not exceeding 120 days; s.174 quorum is one-third of total strength or two directors.
Section 185: loans to directors restricted and require special resolution for full value; s.186 limits inter-corporate loans to 60% of paid-up capital plus free reserves.
Section 188: related party transactions require board approval and prior approval of members by ordinary resolution where thresholds are exceeded.
Section 197: managerial remuneration limits to 11% of net profits; excess requires approval of members and lenders.
Labour - ID Act Procedures
ID Act s.2A: individual workman may raise dispute regarding discharge, dismissal, retrenchment or termination; conciliation officer must be approached.
Section 12: conciliation officer must submit report within 14 days of commencement of conciliation proceedings.
Section 25C: retrenchment compensation is 15 days' average pay for every completed year of continuous service.
Section 33C: labour court may compute money due to a workman from an employer under a settlement or award.
Economic Legislation - Miscellaneous
Foreign Trade (Development and Regulation) Act, 1992 s.3: Central Government may make provisions for development of foreign trade and prohibit imports or exports.
FEMA s.10: authorised person must comply with directions of RBI; s.11 may refuse transactions where contravention suspected.
Prevention of Corruption Act, 1988 s.7: public servant obtaining undue advantage is punishable with imprisonment of 3 to 7 years and fine.
Insolvency and Bankruptcy Code s.235: power of Central Government to make rules; s.239 rules for insolvency resolution.
Consumer Protection - Definitions and Procedure
Section 2(6): complainant includes a consumer, a registered consumer association, or the Central or State Authority.
Section 2(18): defect means any fault, imperfection or shortcoming in quality, quantity or purity of goods.
Section 2(21): goods includes every kind of movable property other than actionable claims and money.
Section 2(35): service means service of any description made available to potential users, including banking and insurance.
Contract - Agency and Bailment
Section 182: agent is a person employed to do any act for another or represent another in dealings with third persons; s.183 principal must be competent.
Section 196: no consideration is necessary to create an agency; s.185 consideration not required.
Section 201: agency terminates on revocation, renunciation, death or insanity of principal; s.203 revocation requires reasonable notice.
Section 148: bailment is delivery of goods for a purpose on return of goods; s.151 bailee must take reasonable care of goods.
Negotiable Instruments - Endorsements
Section 15: endorsement is signing on the instrument for the purpose of negotiation; s.16 endorsement in blank or in full.
Section 52: holder may obtain a copy of a dishonoured bill; s.51 notary protest for foreign bills required.
Section 118(a): presumption of consideration for a negotiable instrument; s.118(g) presumption that holder is holder in due course.
Section 8: holder is a person entitled in his own name to possession and to receive the amount due.
Partnership - Registration and Effects
Section 58: application for registration must state firm name, place of business and names of partners; s.59 registration entry in register.
Section 69: effects of non-registration - suit by firm against third party barred and suit by partner against firm for accounts barred.
Section 63: change in firm name or place of business must be notified; s.63(1) penalty for failure to notify.
Section 74: registration of firms is optional; unregistered firm may still be sued by third parties.
Companies Act - Private and Public Companies
Section 2(68): private company restricts transfer of shares, limits members to 200 and prohibits public invitation for securities.
Section 2(71): public company is not a private company and has minimum paid-up capital as prescribed; subsidiary of public company is deemed public.
Section 2(62): one person company has one member; nominee required under s.3(1)(c) and s.4(1)(c).
Section 43A: conversion of private company into public company where 25% or more paid-up capital is held by body corporate.
Labour - Welfare and Safety
Factories Act s.45: first-aid appliances required; s.46 canteen in factories with more than 250 workers; s.47 shelters and rest rooms.
Section 48: crèche required where more than 30 women workers are employed; s.49 welfare officer where 500 or more workers.
Section 41B: compulsory disclosure of information by occupier regarding hazardous processes; s.41C specific responsibility of occupier.
Section 7A: general duties of occupier to ensure health, safety and welfare of workers.
IBC - Insolvency Professionals and Adjudication
IBC s.3(19): insolvency professional means a person enrolled with an insolvency professional agency and registered with the Board.
Section 60: NCLT is the adjudicating authority for corporate persons; s.61 appeal to NCLAT within 30 days.
Section 79: for individuals and partnership firms, the Debt Recovery Tribunal is the adjudicating authority.
Section 10A: no application may be filed for defaults arising between 25 March 2020 and 24 March 2021, subject to conditions.
Consumer Protection - Mediation and E-Commerce
Section 74: District Commission may refer a dispute to mediation with consent of parties; s.79 mediation cell established.
Section 80: mediation settlement is binding and enforceable as a decree; s.81 time limit of 3 months for mediation.
E-Commerce Rules, 2020: marketplace e-commerce entity must appoint a grievance officer and display seller details.
Consumer Protection (E-Commerce) Rules: no e-commerce entity may manipulate price or discriminate between consumers of same class.
Contract - Contingent and Wagering
Section 31: contingent contract is one to do or not to do something on happening of a collateral event; enforcement only on happening of event.
Section 32: contingent contract to do an act on happening of an event cannot be enforced until the event happens.
Section 30: wagering agreements are void; collateral transactions such as loans to fund wagers are enforceable in some states.
Section 36: agreements contingent on impossible events are void; s.35 impossible conditions make the contract void.
Sale of Goods - Auction and Delivery
Section 64: in an auction sale, the sale is complete when the auctioneer announces completion by fall of hammer.
Section 64(2): a bidder may retract before the hammer falls; s.64(3) reserve price may be fixed by seller.
Section 33: delivery may be actual, symbolic or constructive; s.34 effect of part delivery.
Section 36: buyer must apply for delivery; s.37 place of delivery as per contract or by course of dealing.
Competition - Combinations and Penalties
Section 5(a): acquisition of control or shares above thresholds requires notification; s.5(b) acquiring control of enterprise.
Section 5(c): merger or amalgamation above asset or turnover thresholds; s.20 CCI may review combinations.
Section 6(2): no combination shall take effect until approved by CCI or 210 days have elapsed.
Section 43A: penalty for failure to comply with CCI directions up to Rs. 1 lakh per day, subject to a maximum.
Companies Act - Winding Up and NCLT
Section 271: grounds for winding up include inability to pay debts and acting against sovereignty of India; s.272 petition to Tribunal.
Section 273: petition may be filed by company, creditor, contributory or Registrar; s.275 directions of Tribunal.
Section 279: official liquidator attached to Tribunal; s.280 appointment of provisional liquidator.
Section 290: settlement may be made with creditors; s.302 winding up order by Tribunal.
Labour - EPF and Miscellaneous
EPF Act s.6: contribution rates fixed by Central Government; s.7 records and returns to be filed by employer.
Section 14: penalty for failure to pay contributions; s.14AA damages not exceeding 100% of arrears.
EPF s.17: exemption from application of the Act by appropriate government; s.16 applies to establishments with fewer than 20 employees.
Employees' Pension Scheme 1995: pension on superannuation at 58 years; s.6 of the scheme contribution of 8.33% of wages.
FEMA - Current and Capital Account
FEMA s.5: any person may sell or draw foreign exchange to or from an authorised person for current account transactions.
FEMA s.6(1): RBI may regulate capital account transactions by notification; s.6(2) classes of permissible capital account transactions.
FEMA s.7: authorised persons may sell or draw foreign exchange subject to directions of RBI; s.8 restrictions on dealing in foreign exchange.
FEMA s.15: penalty for contravention of s.3 or s.4 includes confiscation of foreign exchange and penalty up to 3 times the amount.
Consumer Protection - Product Liability
Section 84: manufacturer liable for defective product manufactured; s.85 product seller liable for defective product if he exercised control.
Section 86: product liability action may be filed by a person who has suffered harm; s.87 exemption for product seller if defect not attributable.
Section 90: product seller not liable if he proves he did not know and could not have known of the defect.
Section 91: product liability action barred after 3 years from date of harm.
Contract - Indemnity and Guarantee
Section 124: contract of indemnity is a promise to save another from loss caused by conduct of promisor or any other person.
Section 126: contract of guarantee is a promise to discharge liability of a third person in case of his default.
Section 128: surety's liability is co-extensive with that of the principal debtor unless otherwise provided.
Section 133: variance in terms of contract without surety's consent discharges the surety; s.135 release of principal debtor discharges surety.
Negotiable Instruments - Types and Parties
Section 4: promissory note is an instrument in writing containing an unconditional undertaking to pay a certain sum to a specified person.
Section 5: bill of exchange is an instrument containing an unconditional order to pay a certain sum to a specified person.
Section 7: drawer is the maker of a bill; drawee is the person directed to pay; acceptor is the drawee who accepts.
Section 11: instrument may be made payable to two or more payees jointly or in the alternative.
Partnership - Admission and Retirement
Section 31: admission of a partner requires consent of all partners and liability for acts before admission is not incurred.
Section 32: retirement by notice to all partners; retiring partner liable for acts before retirement.
Section 33: expulsion of partner must be in exercise of good faith and powers conferred by contract.
Section 34: insolvency of a partner dissolves the firm unless contract provides otherwise.
Companies Act - Company Meetings Detail
Section 105: proxy must be appointed in writing at least 48 hours before the meeting; proxy cannot speak or vote except on a poll.
Section 106: voting by show of hands or poll; s.107 proxies in a public company may vote on a poll.
Section 108: postal ballot for prescribed resolutions; s.109 may be conducted electronically.
Section 110: postal ballot notice must be sent with a draft resolution and explanatory statement.
Labour - Factories Act Working Hours
Section 51: weekly hours not to exceed 48; s.52 weekly holidays; s.53 compensatory holidays for work on weekly holiday.
Section 54: daily hours not to exceed 9; s.55 rest interval of at least half an hour after 5 hours of work.
Section 56: spread-over of work not to exceed 10.5 hours; s.57 night shift hours exceeding 12 require approval.
Section 61: notice of periods of work to be displayed; s.62 register of adult workers maintained.
IBC - Resolution Plan and Liquidation
IBC s.25: duties of resolution professional include managing operations and inviting prospective resolution applicants.
Section 29: resolution applicant must submit a plan; s.30 CoC may approve with modifications by 66% vote.
Section 32: resolution professional to submit plan to adjudicating authority; s.34 order of approval.
Section 54: liquidation commencement date; s.55 appointment of liquidator by adjudicating authority.
Consumer Protection - Unfair Contracts and Trade Practices
Section 2(46): unfair contract includes terms that are one-sided, impose disproportionate liability or deny legitimate rights.
Section 47: State Commission may declare a contract term unfair and void; s.59 National Commission may hear appeals.
Section 2(47)(i): unfair trade practice includes falsely representing goods as of a particular standard or quality.
Section 2(47)(vi): unfair trade practice includes not issuing bill or cash memo for goods or services.
Contract - Void Agreements
Section 24: agreement void if consideration or object is unlawful in part and cannot be severed; s.23 unlawful object.
Section 26: agreement in restraint of marriage is void; s.27 agreement in restraint of trade is void except sale of goodwill.
Section 28: agreement restraining legal proceedings is void; s.29 agreements with uncertain meaning are void.
Section 30: wagering agreements are void; s.30 exception for horse racing.
Sale of Goods - Buyer and Seller Rights
Section 55: seller must deliver goods in accordance with contract; s.56 buyer must pay price and accept delivery.
Section 57: damages for non-delivery are measured by the difference between contract price and market price.
Section 59: remedy for breach of warranty is diminution of price; s.60 may set off damages against price.
Section 58: specific performance of contract for sale of specific goods may be granted under Specific Relief Act.
Competition - Inquiry and Evidence
Section 19(3): CCI may inquire into anti-competitive agreements on its own motion or on information.
Section 26(1): if prima facie case exists, CCI directs DG to investigate; s.26(2) if no case, closes the matter.
Section 27(a): CCI may direct parties to cease and desist from anti-competitive practices.
Section 36: CCI has powers of civil court for summoning and enforcing attendance of witnesses.
Companies Act - Prospectus and Allotment
Section 25: prospectus may be issued in the form of a shelf prospectus or information memorandum for a class of companies.
Section 31: allotment of securities cannot be made unless minimum subscription is received and application money is deposited in a scheduled bank.
Section 40(3): if allotment is not made within 60 days, application money must be refunded within 15 days with interest.
Section 42(4): private placement money must be kept in a separate bank account and not utilised until allotment.
Labour - Industrial Disputes Act Definitions
Section 2(a): appropriate government means Central or State Government depending on the industry concerned.
Section 2(j): industry includes any business, trade, undertaking, manufacture or calling of employers.
Section 2(s): wages means all remuneration capable of being expressed in terms of money, excluding certain allowances.
Section 2(r): strike means cessation of work by a body of persons acting in combination.
FEMA - Adjudication and Appeals
FEMA s.13: adjudicating authority may impose penalty after giving reasonable opportunity of being heard.
FEMA s.14: no penalty may be imposed unless the person is given notice and opportunity of hearing.
FEMA s.16: appeal to the Special Director (Appeals) within 45 days; s.17 further appeal to Appellate Tribunal.
FEMA s.35: compounding of offences by the Enforcement Directorate subject to prescribed procedure.
Consumer Protection - Jurisdiction and Limitation
Section 34: District Commission has jurisdiction where the opposite party resides or carries on business or where cause of action arises.
Section 69: period of limitation for filing complaint is 2 years from date of cause of action.
Section 69(2): condonation of delay is allowed on sufficient cause being shown.
Section 38(7): order of District Commission is enforceable as a decree of a civil court.
Specific Relief - Declaratory and Possessory Relief
SRA s.5: specific performance of a contract may be enforced by any party against the other; s.6 recovery of specific immovable property.
SRA s.7: recovery of specific movable property may be granted where compensation is inadequate.
SRA s.8: liability of person in possession of specific movable property not as owner.
SRA s.9: suit for possession of immovable property by a person dispossessed within 6 months.
Negotiable Instruments - Discharge
Section 78: payment in due course discharges the maker or acceptor; s.82 discharge of maker or acceptor by cancellation.
Section 87: effect of material alteration without consent of parties is that the instrument is void against parties not consenting.
Section 89: payment of a crossed cheque by banker in good faith and without negligence protects the paying banker.
Section 90: banker paying a cheque in good faith and without negligence is not liable for wrongful dishonour.
Partnership - Dissolution and Accounts
Section 46: on dissolution, partners are entitled to have the property of the firm applied in payment of debts and surplus distributed.
Section 48: mode of settlement of accounts - losses paid out of profits, then capital, then by partners individually.
Section 50: power of court to order sale of firm property on dissolution.
Section 51: partner entitled to restrain another from using firm name or property after dissolution.
Companies Act - Accounts and Audit
Section 128: books of account to be kept at registered office and preserved for 8 years; s.129 financial statements to be prepared.
Section 134: board report must include financial statements and directors' responsibility statement.
Section 136: copy of financial statements to be sent to members at least 21 days before AGM.
Section 143: auditor's report to be attached to financial statements; s.145 auditor not to render certain services.
Labour - Factories Act Health and Safety
Section 21: no worker to work in a confined space where there is risk of explosion or fume inhalation.
Section 22: no young person to work on dangerous machines without training; s.23 employment of young persons on dangerous machines.
Section 24: striking gear and devices for cutting off power; s.25 self-acting machines.
Section 26: casing of new machinery; s.27 prohibition of employment of women and children near cotton-openers.
Economic Legislation - Money Laundering
PMLA s.5: attachment of property involved in money laundering by Director; s.6 Adjudicating Authority confirmation.
Section 8: adjudicating authority may order confiscation of property; s.9 appeal to Appellate Tribunal within 45 days.
Section 24: burden of proof on the accused to prove that property is not proceeds of crime.
Section 44: offences triable by Special Court; s.45 bail restrictions where offence is punishable with more than 3 years.
Miscellaneous - Arbitration and Mediation
Arbitration and Conciliation Act s.7: arbitration agreement may be in the form of a clause in a contract or a separate agreement.
Section 9: interim measures by court before or during arbitral proceedings; s.17 interim measures by tribunal.
Section 34: award may be set aside on grounds of incapacity, invalid agreement, or public policy of India.
Section 36: award is enforceable as a decree after the time for setting aside has expired.
Contract - Communication and Acceptance
Section 4: communication of offer is complete when it comes to the knowledge of the person to whom it is made.
Section 5: acceptance may be revoked before it comes to the knowledge of the proposer.
Section 7: acceptance must be absolute and unqualified; a counter-offer rejects the original offer.
Section 8: acceptance by performing conditions or receiving consideration is valid.
Sale of Goods - Caveat Emptor
Section 16: implied condition as to fitness for purpose applies where buyer makes known the particular purpose.
Section 16(1): caveat emptor applies where buyer buys a specified article under its patent or trade name.
Section 16(3): implied condition as to quality or fitness may be annexed by usage of trade.
Section 16(4): express terms do not negative implied conditions unless inconsistent.
Competition - Leniency and Settlement
Section 46: lesser penalty may be imposed on a cartel member who makes a full and true disclosure.
Section 47: CCI may impose penalty on individuals in charge of the business of a company.
Section 48: contravention by a company is deemed to be contravention by persons in charge.
Section 53A: NCLAT may hear appeals against CCI orders; s.53B appeal to Supreme Court within 60 days.
Companies Act - Charges and Debentures
Section 77: charge created on assets must be registered with ROC within 30 days of creation.
Section 78: Registrar may allow extension of time for registration on application.
Section 79: registration of charge creates notice to creditors; s.80 register of charges maintained.
Section 71: debentures may be issued with an option to convert; s.71(4) debenture redemption reserve required.
Labour - Payment of Gratuity
Gratuity Act s.2(s): wages means basic wages plus dearness allowance but excludes bonus and commission.
Section 4(1): gratuity payable on superannuation or retirement after 5 years of continuous service.
Section 4(3): gratuity payable within 30 days from the date it becomes due.
Section 8: failure to pay gratuity attracts imprisonment up to 2 years or fine up to Rs. 20,000.
IBC - Avoidance and Liability
IBC s.43: preference given to a creditor within 2 years before insolvency commencement may be avoided.
Section 44: order for avoidance of preferential transaction; s.45 undervalued transactions.
Section 49: transactions defrauding creditors may be avoided; s.50 extortionate credit transactions.
Section 67: fraudulent initiation of insolvency proceedings attracts penalty of Rs. 1 lakh to Rs. 1 crore.
Consumer Protection - Consumer Rights
Section 2(9): consumer rights include right to be protected against hazardous goods and services.
Section 2(9)(ii): right to be informed about quality, quantity, purity and price of goods.
Section 2(9)(iii): right to access to variety of goods and services at competitive prices.
Section 2(9)(v): right to seek redressal against unfair trade practices or restrictive trade practices.
Contract - Consideration and Privity
Section 2(d): consideration means an act, abstinence or promise at the desire of the promisor.
Section 2(d) explains consideration may move from the promisee or any other person; privity of contract still restricts enforcement.
Section 25(1): written and registered agreement made out of natural love and affection between near relatives is enforceable without consideration.
Section 25(2): promise to compensate a person who has already voluntarily done something for the promisor is enforceable.
Negotiable Instruments - Holder in Due Course
Section 9: holder in due course must be a holder for consideration and must have obtained the instrument before maturity.
Section 36: every prior party to a negotiable instrument is liable thereon to a holder in due course until the instrument is duly satisfied.
Section 53: holder in due course may sue on the instrument in his own name; s.53A endorsee from a holder in due course.
Section 58: instrument obtained by unlawful means or fraud does not confer title on the holder.
LLP Act - Conversion and Winding Up
LLP Act s.55: a firm may convert into an LLP; s.56 conversion of private company into LLP on conditions.
Section 58: registration of conversion by Registrar; s.59 effect of conversion on property and liabilities.
Section 64: winding up of LLP may be voluntary or by Tribunal; s.65 provisions of Companies Act apply.
Section 66: LLP may be wound up if number of partners falls below two for more than six months.
Companies Act - Dividends and Reserves
Section 123: dividend may be declared from profits of the year or undistributed profits of previous years.
Section 123(1) proviso: company may transfer to reserves before declaring dividend; s.124 unpaid dividend account.
Section 125: Investor Education and Protection Fund for unclaimed dividends and deposits after 7 years.
Section 127: failure to pay dividend within 30 days attracts punishment and interest.
Labour - ESI Benefits
ESI Act s.46: sickness benefit is payable for 91 days in a year; s.47 maternity benefit for 26 weeks.
Section 51: dependants' benefit payable to dependants of an insured person who dies due to employment injury.
Section 52: disablement benefit payable for temporary or permanent disablement at prescribed rates.
Section 56: contribution period and benefit period notified by the Corporation.
FEMA - Contraventions and Penalties
FEMA s.13(1): penalty up to three times the sum involved where the amount is quantifiable.
Section 13(1)(b): where the amount is not quantifiable, penalty up to Rs. 2 lakh.
Section 13(2): if contravention continues, additional penalty up to Rs. 5,000 per day.
Section 13(3): penalty may be imposed on a company and on every person in charge of its affairs.
Consumer Protection - E-Commerce and Product Liability
Section 2(16): e-commerce entity includes a company incorporated under the Companies Act owning an electronic platform.
Section 2(17): electronic service provider means a person who provides technology to enable a product or service.
Section 94: Central Authority may order recall of goods or withdrawal of services that are unsafe.
Section 94(2): Central Authority may order reimbursement of price paid by consumers.
Contract - Coercion, Undue Influence, Fraud
Section 15: coercion is committing or threatening any act forbidden by the Indian Penal Code to enter into an agreement.
Section 19: agreement caused by coercion, fraud or misrepresentation is voidable at the option of the aggrieved party.
Section 19A: agreement caused by undue influence is voidable; court may set aside or direct restoration.
Section 20: agreement void where both parties are under a mistake of fact essential to the agreement.
Sale of Goods - Unpaid Seller
Section 45: unpaid seller includes a seller to whom the whole price has not been paid or a bill of exchange has been dishonoured.
Section 46: rights of unpaid seller include lien on goods, stoppage in transit and resale.
Section 47: lien may be exercised where goods are in possession of the seller and price is unpaid.
Section 54: sale not generally rescinded by lien or stoppage in transit; contract remains valid.
Competition - Anti-Competitive Agreements
Section 3(1): agreements in respect of production, supply, distribution or storage that cause appreciable adverse effect on competition are void.
Section 3(3): horizontal agreements including price-fixing, bid-rigging and market allocation are presumed to have appreciable adverse effect.
Section 3(4): vertical agreements including tie-in, exclusive supply and refusal to deal are assessed under the rule of reason.
Section 3(5): exemptions for joint ventures, export cartels and intellectual property rights.
Companies Act - Shareholders Rights
Section 241: members may apply to Tribunal for relief against oppression and mismanagement.
Section 242: Tribunal may regulate conduct of company's affairs and order purchase of shares.
Section 244: application requires 100 members or 10% of members for a company with share capital.
Section 245: class action by members or depositors against company or auditors.
Labour - Industrial Disputes Act Remedies
Section 11A: labour court may set aside discharge or dismissal and direct reinstatement with back wages.
Section 17A: award becomes enforceable after 30 days from publication.
Section 18: settlement is binding on parties and successors; s.19 award remains in operation for one year.
Section 29: breach of settlement or award punishable with imprisonment or fine.
Economic Legislation - Benami and Stamp
Benami Transactions (Prohibition) Act s.2(8): benami transaction includes property held by one person for the benefit of another who paid consideration.
Section 3: prohibition of benami transactions; s.24 attachment and confiscation of benami property.
Indian Stamp Act s.35: instruments not duly stamped are inadmissible; s.36 once admitted cannot be questioned.
Stamp Act s.62: penalty for executing instrument without stamp duty.
Miscellaneous - Legal Metrology and Standards
Legal Metrology Act s.4: units of measurement to be based on metric system; s.5 standard weights and measures.
Section 11: no person shall manufacture or sell any weight or measure without verification.
Section 18: declaration of pre-packaged commodities to include name, quantity and price.
Section 36: penalty for contravention of provisions relating to weights and measures.
Contract - Discharge by Agreement
Section 62: novation requires consent of all parties and substitutes a new contract for the old.
Section 63: acceptance of a lesser sum in satisfaction of a larger claim discharges the whole claim.
Section 64: party rescinding a voidable contract must restore benefits received.
Section 65: person who received advantage under a void agreement must restore it.
Negotiable Instruments - Presentment
Section 61: presentment for acceptance of a bill is required where the bill is payable after sight.
Section 64: presentment for payment must be made to the maker or acceptor during business hours.
Section 72: presentment of a promissory note for payment is not required if maker cannot be found.
Section 74: instrument payable on demand is presented for payment within a reasonable time.
Partnership - Minor and Liability
Section 30: minor admitted to benefits of partnership shares profits but is not personally liable for firm's debts.
Section 30(5): minor may elect to become a partner within 6 months of attaining majority.
Section 30(7): if minor elects not to become a partner, his share is not liable for acts after notice.
Section 30(8): a person who was a minor and becomes a partner is personally liable for acts after election.
Companies Act - Incorporation Requirements
Section 4: memorandum must contain name, state of registered office, objects, liability and capital clauses.
Section 5: articles must contain regulations for management and may adopt Table F of Schedule I.
Section 8: company formed for charitable objects may be licensed by Central Government and is exempt from certain provisions.
Section 9: certificate of incorporation is conclusive evidence of the existence of the company.
Labour - Factories Act Leave and Wages
Section 79: annual leave with wages at one day for every 20 days worked for adults and one for 15 for children.
Section 80: wages during leave must be paid before leave begins; s.80(2) advance for leave.
Section 81: notice of leave to be displayed; s.83 wages for unavailed leave on discharge.
Section 59: overtime wages at twice the ordinary rate of wages.
IBC - Corporate Insolvency Process
IBC s.6: where a corporate debtor commits a default, a financial creditor, operational creditor or the corporate debtor may initiate CIRP.
Section 7(1): financial creditor may file application with NCLT; s.7(5) NCLT admits if default is established.
Section 8: operational creditor must deliver a demand notice of unpaid operational debt of at least 10 days.
Section 9: if no payment or dispute, operational creditor may file application before NCLT.
Consumer Protection - Reliefs
Section 39: District Commission may order removal of defect, replacement of goods, refund of price or compensation.
Section 39(1)(c): payment of compensation for loss or injury suffered by the consumer.
Section 39(1)(d): discontinuation of unfair trade practices; s.39(1)(e) corrective advertisement.
Section 39(1)(h): issue of directions to the opposite party to pay costs of proceedings.
Contract - Performance of Reciprocal Promises
Section 51: promisor need not perform unless the other party is ready and willing to perform his promise.
Section 52: order of performance may be fixed by contract; s.53 liability for preventing performance.
Section 54: reciprocal promises where one is void, the other need not be performed.
Section 57: reciprocal promises where one party prevents performance, the other may claim compensation.
Sale of Goods - Sale and Agreement to Sell
Section 4(3): agreement to sell becomes a sale when time elapses or conditions are fulfilled.
Section 6: goods which are subject matter of a contract may be existing, future or contingent goods.
Section 7: no contract of sale can be made where goods have perished before the contract.
Section 8: where goods perish after agreement before sale, the agreement is void.
Competition - Market Definition
Section 2(r): relevant market means market determined by CCI with reference to relevant product and geographic market.
Section 2(t): relevant product market includes products regarded as interchangeable by consumers.
Section 2(s): relevant geographic market means area where conditions of competition are homogeneous.
Section 19(6): CCI shall have due regard to relevant market while determining appreciable adverse effect.
Companies Act - Class Action and Oppression
Section 245: class action may be filed by members or depositors for damages against company or auditors.
Section 245(4): Tribunal may require notice to be given to affected parties before admission.
Section 242(2): Tribunal may order removal of directors or set aside transactions.
Section 243: Tribunal may order winding up if it is just and equitable.
Labour - EPF and Gratuity Compliance
EPF Act s.7A: inquiry for determination of money due from employer; s.7B review of order.
EPF s.8: recovery of arrears as land revenue; s.8B issue of certificate to Recovery Officer.
Gratuity Act s.3: applies to every shop or establishment with 10 or more persons on any day in preceding 12 months.
Gratuity s.5: employer may be exempted by appropriate government if benefits are more favourable.
Economic Legislation - Insolvency and Bankruptcy Board
IBC s.188: Insolvency and Bankruptcy Board of India established; s.189 functions include registration of insolvency professionals.
Section 196: Board may conduct inspections of insolvency professional agencies.
Section 220: Board may impose penalty on insolvency professional for contravention.
Section 231: Board may make regulations consistent with the Code and rules.
Consumer Protection - Consumer Disputes
Section 2(6): complainant includes a consumer or a registered consumer association.
Section 2(19): deficiency means any fault or inadequacy in quality, nature or manner of performance of a service.
Section 35: complaint may be filed by a consumer or by a recognised consumer association.
Section 36: complaint may be admitted after condonation of delay if sufficient cause is shown.
Specific Relief - Injunctions
SRA s.36: preventive relief granted at the discretion of the court by injunction.
Section 37: temporary injunction granted during pendency of suit; perpetual injunction granted by decree.
Section 38: perpetual injunction may be granted to prevent breach of an obligation existing in favour of the plaintiff.
Section 41: injunction may be refused where plaintiff has no personal interest or where conduct is inequitable.
Sale of Goods - Auctions and Delivery
Section 64: auction sale complete on fall of hammer; bidder may retract before hammer falls.
Section 65: seller may bid at auction if notice is given; s.66 sale by auction without reserve.
Section 33: delivery may be actual, symbolic or constructive; s.34 part delivery may operate as delivery of whole.
Section 36: buyer must apply for delivery; s.37 place of delivery as per contract.
Partnership - Authority and Liability
Section 18: firm liable for acts of partner within apparent authority; s.19 implied authority not to submit disputes to arbitration.
Section 20: partners may extend or restrict implied authority; s.21 partner's authority in emergency.
Section 22: compromise by one partner not binding unless authorised; s.23 liability for acts of partner.
Section 24: firm not liable for acts of partner after dissolution if third party has notice.
Companies Act - Share Capital Reduction
Section 66: reduction of capital requires special resolution and Tribunal order; s.66(2) notice to creditors.
Section 67: restrictions on purchase by company of its own shares; s.68 buy-back conditions.
Section 69: transfer of certain sums to capital redemption reserve account; s.70 power to redeem preference shares.
Section 71: debentures may be issued with option to convert; s.71(4) debenture redemption reserve.
Labour - Factories Act Employment
Section 68: notice of periods of work to be displayed; s.69 certificates of fitness for young persons.
Section 70: effect of certificate of fitness granted to adolescent; s.71 working hours for children.
Section 72: notice of certain accidents causing death or bodily injury; s.88A notice of dangerous occurrences.
Section 75: powers of inspectors to enter and examine factories.
FEMA - Definitions and Scope
FEMA s.2(b): capital account transaction means a transaction that alters the assets or liabilities outside India of persons resident in India.
Section 2(e): current account transaction means a transaction other than a capital account transaction.
Section 2(k): export means taking out of India any goods or services; s.2(p) import means bringing into India.
Section 2(w): security means shares, bonds, debentures or other instruments.
Miscellaneous - Contract Labour and Shops
Contract Labour (Regulation and Abolition) Act, 1970: applies to establishments with 20 or more workmen employed as contract labour.
Section 7: registration of principal employer; s.12 licensing of contractors.
Section 21: responsibility of principal employer for wages if contractor fails to pay.
Shops and Establishments Acts: state laws regulate hours of work, holidays and leave for shops and commercial establishments.
Contract - Offer and Revocation
Section 2(a): proposal is made when one person signifies willingness to do or abstain from doing something with a view to obtaining assent.
Section 3: communication of proposal is complete when it comes to the knowledge of the person to whom it is made.
Section 6: revocation of offer may be made at any time before communication of acceptance is complete against the proposer.
Section 6(2): revocation must be communicated to the offeree before acceptance.
Negotiable Instruments - Acceptance
Section 7: acceptor is the drawee who has signed his assent to the bill; s.10 payment in due course.
Section 33: bill may be accepted before it is signed by the drawer or while it is incomplete.
Section 34: acceptance may be general or qualified; s.35 qualified acceptance binds acceptor according to its terms.
Section 37: acceptance of a bill is presumed unless the drawee returns it within 48 hours.
Competition - CCI Composition
Section 8: CCI consists of a Chairperson and not less than 2 and not more than 6 members.
Section 9: Chairperson and members appointed by Central Government; s.10 term of office of 5 years.
Section 11: Chairperson may constitute benches; s.12 financial and administrative powers of Chairperson.
Section 13: CCI to meet at least once in three months.
Companies Act - Directors and Meetings
Section 149: independent directors not more than 7 years; s.150 appointment by members.
Section 152: directors appointed by members at general meeting; s.152(6) rotation of directors.
Section 160: person other than retiring director may be appointed if notice is given 14 days before meeting.
Section 161: appointment of additional, alternate and nominee directors.
Labour - ESI and Factories
ESI Act s.2(12): factory means premises where 10 or more persons are employed with power.
Section 2(15): immediate employer means a person employed by the principal employer to execute work.
Section 40: principal employer liable to pay contributions in respect of employees employed by immediate employer.
Section 45: Corporation may recover contributions as arrears of land revenue.
IBC - Adjudicating Authority Powers
IBC s.60(5): NCLT may entertain applications against corporate debtor and questions of priorities.
Section 60(6): NCLT may extend time for completion of CIRP on sufficient cause.
Section 61: appeal to NCLAT within 30 days; s.62 appeal to Supreme Court on question of law.
Section 63: no civil court shall have jurisdiction in matters covered by the Code.
Consumer Protection - Consumer Definition
Section 2(7)(i): consumer means a person who buys goods for consideration and includes any beneficiary of such service.
Section 2(7)(ii): consumer includes a person who hires or avails of any service for consideration.
Section 2(7) explanation: commercial purpose excluded; purchase for self-employment is not commercial purpose.
Section 2(7)(iii): consumer includes a person who obtains goods or services under a hire-purchase agreement.
Contract - Damages and Compensation
Section 73: damages for loss naturally arising from breach or in contemplation of parties at the time of contract.
Section 74: reasonable compensation for breach where a sum is named as penalty or liquidated damages.
Section 75: party rescinding contract rightfully entitled to compensation for damage sustained.
Section 76: compensation for loss of profit in case of breach of contract.
Sale of Goods - Sale by Sample
Section 17(1): sale by sample requires bulk to correspond with sample in quality.
Section 17(2): buyer must have reasonable opportunity of comparing bulk with sample.
Section 17(3): goods must be free from any defect rendering them unmerchantable.
Section 17(4): implied condition in sale by sample may be excluded by express agreement.
Partnership - Rights and Duties
Section 12: partner entitled to take part in business; s.13 partner entitled to remuneration if contract provides.
Section 13: partner must indemnify firm for loss caused by fraud; s.14 property of firm includes original contributions.
Section 15: property of firm to be held and applied exclusively for firm purposes.
Section 16: partner must account for profit from competing business.
Companies Act - Audit and Auditors
Section 139: auditor appointed for 5 years; s.139(2) rotation of auditors for listed companies.
Section 140: removal of auditor requires prior approval of Central Government.
Section 141: qualifications and disqualifications of auditors; s.142 remuneration fixed by members.
Section 143: auditor must report on accounts and have right of access to books.
Labour - Factories Act Penalties
Section 92: general penalty for offences - imprisonment up to 2 years or fine up to Rs. 1 lakh.
Section 96: penalty for contravention of provisions relating to safety and hazardous processes.
Section 96A: penalty for contravention of s.41B and s.41C relating to hazardous processes.
Section 104: cognizance of offences only on complaint by inspector.
Economic Legislation - Insolvency Professionals
IBC s.206: insolvency professional agency to register professionals and regulate their conduct.
Section 207: agency to submit report to the Board; s.208 functions of insolvency professional agency.
Section 209: Board may cancel registration of agency if it contravenes the Code.
Section 210: professional members to abide by the code of conduct.
Consumer Protection - Jurisdiction and Appeals
Section 34(1): District Commission may admit complaint and issue notice within 21 days.
Section 38(2): District Commission to decide complaint within 3 months of notice.
Section 51: appeal to State Commission within 30 days; s.51(2) condonation of delay.
Section 67: National Commission may transfer cases from one State Commission to another.
Specific Relief - Recovery of Possession
SRA s.6: person dispossessed of immovable property may recover possession within 6 months of dispossession.
Section 6(2): no appeal against an order under s.6; s.6(3) suit barred after 6 months.
Section 7: recovery of specific movable property may be granted where compensation is inadequate.
Section 8: liability of person in possession of movable property not as owner.
Negotiable Instruments - Noting and Protest
Section 99: when a bill is dishonoured, the holder may have it noted by a notary public.
Section 100: noting must be made on the day of dishonour or within a reasonable time.
Section 104: protest is a formal certificate of dishonour by a notary public.
Section 105: protest must be made within a reasonable time after dishonour.
Competition - CCI Procedure
Section 19(1): CCI may inquire into anti-competitive agreements and abuse of dominance.
Section 26(1): CCI may direct investigation by DG if prima facie case exists.
Section 27: CCI may impose penalty and order cessation of practice.
Section 36(2): CCI may requisition records from any person.
Companies Act - Share Certificates
Section 46: share certificate to be issued within 2 months of allotment and 1 month of transfer.
Section 46(4): duplicate certificate may be issued on payment of fee.
Section 47: voting rights of members; s.47(2) preference shareholders vote on resolutions affecting their rights.
Section 48: register of members to be maintained and kept at registered office.
Labour - Gratuity Calculation
Gratuity Act s.4(2): gratuity payable at 15 days' wages for every completed year of service.
Section 4(2) explanation: wages means basic plus dearness allowance; s.4(3) maximum amount notified.
Section 4(5): gratuity payable to nominee or legal heir on death of employee.
Section 7: employer to determine gratuity within 30 days of it becoming payable.
FEMA - Authorised Persons
FEMA s.10: authorised person must comply with directions of RBI and may be authorised to deal in foreign exchange.
Section 11: authorised person may refuse to sell or draw foreign exchange where contravention is suspected.
Section 12: authorised person to furnish information to RBI regarding foreign exchange transactions.
Section 12A: authorised person may deal in foreign exchange with a person resident outside India.
Miscellaneous - Arbitration and Conciliation
Arbitration Act s.8: judicial authority may refer parties to arbitration where an arbitration agreement exists.
Section 11: appointment of arbitrator by Supreme Court or High Court where parties fail to agree.
Section 16: arbitral tribunal may rule on its own jurisdiction; s.17 interim measures by tribunal.
Section 31: award must be in writing and signed by members of the tribunal.
Contract - Agency Termination
Section 201: agency terminates on revocation by principal, renunciation by agent, death or insanity of principal.
Section 202: termination cannot prejudice irrevocable agency; s.203 revocation requires reasonable notice.
Section 204: agent may renounce agency after reasonable notice; s.205 compensation for premature revocation.
Section 208: agent's authority in emergency to protect principal's interest.
Sale of Goods - Remedies for Breach
Section 55: seller's remedies include suit for price and damages for non-acceptance.
Section 56: buyer's remedies include damages for non-delivery and specific performance.
Section 57: damages for non-delivery measured by difference between contract price and market price.
Section 61: suit for interest on price or damages from date of tender.
Partnership - Dissolution by Court
Section 44: court may dissolve a firm on grounds of unsound mind, permanent incapacity or misconduct of a partner.
Section 44(b): persistent losses making dissolution just and equitable; s.44(c) breach of agreement.
Section 44(d): transfer of whole interest by a partner; s.44(e) business carried on at a loss.
Section 45: liability of partners after dissolution continues until public notice.
Companies Act - Board Powers
Section 179: board may exercise powers only at board meetings by resolution; s.180 restrictions on sale of undertaking.
Section 181: company may contribute to bona fide funds; s.182 political contributions prohibited.
Section 183: board may delegate powers to committees; s.184 disclosure of interest by directors.
Section 185: loans to directors restricted; s.186 inter-corporate loans require board approval.
Labour - Factories Act Inspectors
Section 8: inspectors appointed by State Government; s.9 powers of inspectors to enter premises.
Section 9A: inspectors may take samples for analysis; s.10 certifying surgeons.
Section 91: notice of accidents causing death or serious injury to be sent to inspector.
Section 105: inspectors deemed public servants; s.106 penalty for obstructing inspector.
IBC - Resolution Professional
IBC s.20: resolution professional to manage operations of corporate debtor from commencement date.
Section 23: resolution professional to conduct CIRP and manage affairs of corporate debtor.
Section 25: duties include protecting assets, inviting resolution applicants and submitting resolution plan.
Section 28: resolution professional may not sell assets without CoC approval.
Consumer Protection - District Commission
Section 28: District Commission consists of a President and two members.
Section 29: qualifications of President and members prescribed by Central Government.
Section 30: term of office of members; s.31 vacancy to be filled by Central Government.
Section 32: removal of members for misconduct or incapacity.
Contract - Bailment and Pledge
Section 148: bailment is delivery of goods for a specific purpose with return of goods.
Section 151: bailee must take reasonable care of goods; s.152 bailee not liable for loss without fault.
Section 163: bailor to bear extraordinary expenses; s.164 bailor to indemnify bailee for defective title.
Section 172: pledge is a bailment of goods as security for payment of a debt.
Negotiable Instruments - Material Alteration
Section 87: material alteration of a negotiable instrument renders it void against parties not consenting.
Section 88: instrument altered without consent may be avoided by parties not consenting.
Section 89: banker paying crossed cheque in good faith is protected from liability.
Section 90: banker paying a cheque in good faith and without negligence not liable for wrongful dishonour.
Competition - Appeals and Review
Section 53A: appeal against CCI order lies to NCLAT within 60 days.
Section 53B: appeal against NCLAT order lies to Supreme Court within 60 days.
Section 53C: NCLAT may review its own orders on application.
Section 53D: NCLAT may transfer cases from one bench to another.
Companies Act - Annual Return and Records
Section 92: annual return to be filed with ROC within 60 days of AGM.
Section 92(3): extract of annual return to be placed on website of company.
Section 93: company with share capital to file return with Registrar; s.94 register of members.
Section 95: penalty for failure to file annual return.
Labour - ID Act Conciliation
Section 12: conciliation officer to submit report within 14 days of commencement.
Section 13: parties to appear before conciliation officer; s.14 parties not to strike during conciliation.
Section 15: conciliation officer may make proposals for settlement.
Section 17: publication of award by appropriate government within 30 days of receipt.
Economic Legislation - Insolvency and Bankruptcy
IBC s.1: applies to companies, LLPs, partnership firms and individuals; s.2 definitions.
Section 3(10): corporate debtor means a corporate person who owes a debt to any person.
Section 3(11): debt means a liability or obligation in respect of a claim which is due.
Section 3(6): claim means a right to payment arising out of a contract or otherwise.
Consumer Protection - State Commission
Section 42: State Commission consists of a President and two members.
Section 43: qualifications of President and members prescribed by Central Government.
Section 44: term of office of members; s.45 vacancy to be filled by Central Government.
Section 46: State Commission may hear appeals against District Commission orders.
Contract - Contingent Contracts
Section 32: contingent contract to do an act on happening of an event cannot be enforced until the event happens.
Section 33: contingent contract to do an act on non-happening of an event may be enforced when event becomes impossible.
Section 34: contract dependent on conduct of a living person becomes void when person acts in a way making event impossible.
Section 35: contract contingent on impossible event is void.
Sale of Goods - Goods Perishing
Section 7: goods perishing before contract makes the contract void.
Section 8: goods perishing after agreement before sale makes the agreement void.
Section 9: price may be fixed by contract or by course of dealing; s.9(2) reasonable price where not fixed.
Section 10: time of payment not of essence unless contract provides.
Partnership - Registration Procedure
Section 58: application for registration to be signed by all partners and filed with Registrar.
Section 59: Registrar to record entry of firm in register; s.60 certificate of registration.
Section 61: Registrar may refuse registration; s.62 appeal to State Government.
Section 63: notice of changes in firm name or place of business to be given.
Companies Act - Private Placement
Section 42: private placement offer to be made to not more than 200 persons in a financial year.
Section 42(2): offer letter to be in prescribed form; s.42(3) money to be kept in separate bank account.
Section 42(4): allotment to be made within 60 days of receipt of application money.
Section 42(6): return of allotment to be filed with ROC within 15 days.
Labour - Factories Act Leave Rules
Section 78: annual leave with wages to be granted in accordance with rules.
Section 79: leave may be accumulated up to 30 days for adults and 40 days for children.
Section 80: wages for leave period to be paid before leave begins.
Section 82: leave to be granted in writing; s.83 unavailed leave on discharge.
FEMA - Compounding and Appeals
FEMA s.15: adjudicating authority may confiscate foreign exchange involved in contravention.
Section 16: appeal to Special Director (Appeals) within 45 days of order.
Section 17: further appeal to Appellate Tribunal within 45 days.
Section 35: compounding of contraventions by RBI or Enforcement Directorate.
Miscellaneous - Competition and Consumer Overlap
Competition Act s.3: agreements causing appreciable adverse effect on competition are void.
Consumer Protection Act s.2(47): unfair trade practice includes false representation about quality of goods.
Section 2(28): restrictive trade practice includes manipulation of price or conditions of delivery.
Section 94: Central Authority may investigate unfair trade practices affecting consumers.
Contract - Discharge by Impossibility
Section 56: contract becomes void when performance becomes impossible by act of God or change of law.
Section 56(2): compensation may be claimed for loss where promisor knew of impossibility.
Section 56(3): promisor must compensate promisee for loss where contract is void due to impossibility.
Section 65: person who received advantage under a void agreement must restore it.
Negotiable Instruments - Banker's Duties
Section 85: banker paying a cheque in good faith and without negligence is protected.
Section 89: banker paying a crossed cheque in good faith is protected.
Section 129: payment of crossed cheque in due course; s.131 protection of collecting banker.
Section 138: dishonour of cheque for insufficiency of funds is an offence.
Competition - Penalties and Remedies
Section 27(b): CCI may impose penalty up to 10% of average turnover for last three years.
Section 27(c): CCI may order division of an enterprise enjoying dominant position.
Section 28: CCI may order division of a dominant enterprise to ensure competition.
Section 33: CCI may grant interim relief during inquiry.
Companies Act - Deposits
Section 73: company may accept deposits from members subject to limits and credit rating.
Section 74: company may accept deposits from public on conditions prescribed.
Section 75: repayment of deposits within prescribed time; s.76 acceptance of deposits from public.
Section 76A: penalty for contravention of deposit provisions.
Labour - ESI Contributions
ESI Act s.39: contribution payable by employer and employee at rates notified by Central Government.
Section 40: principal employer liable to pay contributions for contract labour.
Section 42: contributions to be paid within 15 days of the end of the month.
Section 43: employer to furnish returns of contributions.
IBC - Liquidation Process
IBC s.33: liquidation order may be passed if resolution plan is not approved within time.
Section 34: liquidator appointed by adjudicating authority; s.35 powers of liquidator.
Section 36: liquidator to take custody of assets; s.37 liquidation estate.
Section 38: liquidator to consolidate claims and prepare liquidation estate.
Consumer Protection - National Commission
Section 53: National Commission consists of a President and four members.
Section 54: qualifications of President and members prescribed by Central Government.
Section 55: term of office of members; s.56 vacancy to be filled by Central Government.
Section 58: National Commission may hear appeals against State Commission orders.
Specific Relief - Rescission
SRA s.27: rescission may be granted where contract is voidable or unlawful.
Section 28: rescission may be granted where contract is induced by fraud or misrepresentation.
Section 29: rescission requires restoration of benefits received by the plaintiff.
Section 30: court may rescind contract on such terms as it thinks fit.
Sale of Goods - Price and Payment
Section 9: price may be fixed by contract or left to be determined by course of dealing.
Section 9(2): where price is not fixed, buyer must pay a reasonable price.
Section 10: time of payment not of essence unless contract provides otherwise.
Section 11: stipulations as to time of delivery may be of essence of contract.
Partnership - Firm Name and Goodwill
Section 58: firm name to be stated in application for registration.
Section 53: firm name not to contain words suggesting connection with government.
Section 54: partner may use firm name after dissolution for purpose of winding up.
Section 55: sale of goodwill after dissolution; s.55(2) use of firm name restricted.
Companies Act - Rights Issue
Section 62: rights issue offer to existing shareholders in proportion to paid-up capital.
Section 62(1)(a): offer period of not less than 15 days and not more than 30 days.
Section 62(1)(b): employees' stock option requires special resolution.
Section 62(2): offer may be renounced in favour of any other person.
Labour - Factories Act Safety
Section 28: hoists and lifts to be of good mechanical construction and examined every 6 months.
Section 29: lifting machines to be examined by competent person every 12 months.
Section 30: revolving machinery to be securely fenced; s.31 pressure plant to be examined.
Section 32: floors, stairs and passages to be kept free from obstruction.
Economic Legislation - Money Laundering Offences
PMLA s.3: offence of money laundering includes concealment or possession of proceeds of crime.
Section 4: punishment of imprisonment of 3 to 7 years and fine.
Section 13: Director may impose fine on reporting entity for failure to comply.
Section 45: offences cognizable and non-bailable; s.50 summons to witnesses.
Miscellaneous - Competition and Consumer
Competition Act s.4: abuse of dominant position includes imposing unfair conditions.
Consumer Protection Act s.2(47): unfair trade practice includes misleading advertisement.
Section 2(28): restrictive trade practice includes manipulation of price.
Section 94: Central Authority may issue directions for recall of unsafe goods.
Contract - Quasi Contracts Detail
Section 68: claim for necessaries supplied to a person incapable of contracting.
Section 69: reimbursement by a person interested in payment of money due.
Section 70: obligation of a person enjoying benefit of a non-gratuitous act.
Section 71: responsibility of a finder of goods to take reasonable care.
Negotiable Instruments - Crossing
Section 123: crossing of cheque may be general or special.
Section 124: general crossing requires payment through a bank.
Section 125: special crossing requires payment to the specified banker.
Section 126: cheque crossed specially may be crossed again to another banker.
LLP Act - Partners and Liability
LLP Act s.23: LLP liable for wrongful acts of partners in the course of business.
Section 24: partner not personally liable for obligations of LLP except own wrongful act.
Section 25: partner liable to LLP for breach of agreement.
Section 26: partner may not be liable for acts of other partners beyond his authority.
Companies Act - General Meetings
Section 96: AGM to be held once a year with not more than 15 months between two AGMs.
Section 97: power of Tribunal to call AGM if default is made.
Section 98: power of Tribunal to order meeting other than AGM.
Section 99: penalty for default in holding AGM.
Labour - Gratuity Eligibility
Gratuity Act s.4: gratuity payable on superannuation, retirement, resignation or death.
Section 4(1) proviso: 5 years continuous service not required on death or disablement.
Section 2A: continuous service includes periods of leave and sickness.
Section 7: employer to pay gratuity within 30 days of it becoming due.
FEMA - Capital Account Transactions
FEMA s.6(1): RBI may regulate capital account transactions by notification.
Section 6(2): classes of permissible capital account transactions to be notified.
Section 6(3): RBI may prohibit or restrict capital account transactions.
Section 6(4): Indian residents may hold foreign securities subject to regulations.
Consumer Protection - Complaint Procedure
Section 35: complaint may be filed by a consumer or a recognised consumer association.
Section 36: complaint may be admitted after condonation of delay.
Section 37: District Commission may dismiss complaint if no prima facie case.
Section 38: District Commission to decide complaint within 3 months of notice.
Contract - Agency Duties
Section 211: agent must conduct business according to directions of principal.
Section 212: agent must communicate with principal in case of difficulty.
Section 213: agent must render accounts to principal on demand.
Section 214: agent must pay sums received on behalf of principal.
Sale of Goods - Acceptance by Buyer
Section 42: buyer deemed to have accepted goods when he intimates acceptance or retains goods beyond reasonable time.
Section 43: buyer not deemed to have accepted goods until he has had reasonable opportunity to examine them.
Section 44: buyer may reject goods if they are not in accordance with contract.
Section 45: unpaid seller's rights arise where buyer fails to pay price.
Competition - CCI Orders
Section 26(1): CCI may direct investigation by DG if prima facie case exists.
Section 27: CCI may order cessation of anti-competitive practice and impose penalty.
Section 28: CCI may order division of a dominant enterprise.
Section 33: CCI may grant interim relief during inquiry.
Companies Act - Share Transfer
Section 56: transfer of shares requires instrument of transfer and delivery to company.
Section 56(4): company may refuse to register transfer within 30 days.
Section 58: appeal to Tribunal against refusal to register transfer.
Section 59: rectification of register of members by Tribunal.
Labour - Factories Act Working Hours
Section 51: weekly hours not to exceed 48; s.52 weekly holiday.
Section 54: daily hours not to exceed 9; s.55 rest interval after 5 hours.
Section 56: spread-over not to exceed 10.5 hours; s.57 night shift approval.
Section 59: overtime wages at twice the ordinary rate.
IBC - Moratorium and Claims
IBC s.14: moratorium prohibits institution of suits and transfer of assets.
Section 15: moratorium ceases on approval of resolution plan or liquidation order.
Section 18: resolution professional to collect claims and manage assets.
Section 21: committee of creditors to decide on resolution plan.
Miscellaneous - Arbitration and Consumer
Arbitration Act s.7: arbitration agreement must be in writing.
Section 11: appointment of arbitrator by Supreme Court or High Court.
Section 34: award may be set aside on grounds of public policy.
Consumer Protection Act s.2(47): unfair trade practice includes false representation.
Contract - Standard Form and Interpretation
Section 23: consideration or object unlawful makes agreement void.
Section 24: agreement void if consideration or object unlawful in part.
Section 26: agreement in restraint of marriage is void.
Section 27: agreement in restraint of trade is void except sale of goodwill.
Negotiable Instruments - Payment
Section 78: payment in due course discharges the maker or acceptor.
Section 79: interest on instrument payable at a specified rate.
Section 80: interest when no rate is specified - 18% per annum.
Section 81: payment of instrument by acceptor discharges all parties.
Partnership - Profit Sharing
Section 25: partners entitled to share profits equally unless contract provides otherwise.
Section 26: firm liable for misapplication of money by partner.
Section 27: firm not liable for acts of partner after dissolution if third party has notice.
Section 28: firm not liable for acts of partner after retirement if public notice given.
Companies Act - Board Meetings
Section 173: board meeting at least once every 3 months with gap not exceeding 120 days.
Section 174: quorum is one-third of total strength or two directors.
Section 175: resolution by circulation if approved by majority of directors.
Section 176: resolution by circulation to be noted at next board meeting.
Labour - ESI Benefits Detail
ESI Act s.46: sickness benefit at 70% of wages for 91 days.
Section 47: maternity benefit for 26 weeks; s.50 dependants' benefit.
Section 51: disablement benefit for temporary or permanent disablement.
Section 56: contribution period and benefit period notified by Corporation.
Economic Legislation - Benami Transactions
Benami Act s.2(8): benami transaction includes property held for benefit of another person.
Section 3: prohibition of benami transactions; s.4 penalty for entering into benami transaction.
Section 24: attachment and confiscation of benami property by adjudicating authority.
Section 53: imprisonment up to 7 years for benami transactions.
Consumer Protection - District Commission Powers
Section 38: District Commission may order removal of defect or replacement of goods.
Section 38(1)(c): compensation for loss or injury suffered by consumer.
Section 38(1)(d): discontinuation of unfair trade practices.
Section 38(1)(e): corrective advertisement to neutralise misleading advertisement.
Contract - Performance of Contract
Section 37: parties must perform or offer to perform their promises.
Section 38: tender of performance must be unconditional and for the whole obligation.
Section 39: when a party refuses to perform, the other may put an end to the contract.
Section 40: performance may be by promisor or his representative.
Sale of Goods - Title and Risk
Section 26: risk prima facie passes with property; s.26 proviso delays risk until delivery.
Section 27: sale by person not owner passes no title except under ss.28-30.
Section 28: sale by finder or person in possession under voidable contract.
Section 29: sale by joint owner in possession.
Competition - Dominance Factors
Section 19(4): factors include market share, size, entry barriers and dependence of consumers.
Section 19(4)(b): size and resources of the enterprise; s.19(4)(c) size of competitors.
Section 19(4)(d): economic power of the enterprise; s.19(4)(e) vertical integration.
Section 19(4)(f): dependence of consumers on the enterprise.
Companies Act - Directors' Duties
Section 166: director must act in good faith and in best interests of company.
Section 166(2): director must exercise due care and diligence.
Section 166(3): director must not involve in conflict of interest.
Section 166(4): director must not make undue gain or advantage.
Labour - Factories Act Hazardous Processes
Section 41A: site appraisal committee to review hazardous processes every 2 years.
Section 41B: compulsory disclosure of information by occupier.
Section 41C: specific responsibility of occupier to maintain health and safety.
Section 41D: right of workers to warn about imminent danger.
FEMA - Export and Import
FEMA s.2(k): export means taking out of India any goods or services.
Section 2(p): import means bringing into India any goods or services.
Section 7: authorised persons may deal in foreign exchange subject to directions.
Section 8: restrictions on dealing in foreign exchange.
Consumer Protection - Appeals to National Commission
Section 58: appeal to National Commission against State Commission order within 30 days.
Section 59: National Commission may hear appeals and may impose penalty.
Section 60: National Commission may review its own order.
Section 61: National Commission may transfer cases from one State Commission to another.
Specific Relief - Declaratory Relief
SRA s.34: declaratory decree available to any person entitled to a legal character or right.
Section 34 proviso: no suit for declaration where plaintiff has no right or interest.
Section 35: declaration may be granted where plaintiff has a legal character or right.
Section 36: preventive relief granted at discretion of court.
Negotiable Instruments - Liability of Parties
Section 30: drawer of a bill is bound to compensate holder if drawee dishonours.
Section 32: maker of a note is primarily liable to pay.
Section 33: acceptor of a bill is liable to pay at maturity.
Section 37: prior parties liable to holder in due course.
Partnership - Dissolution by Notice
Section 43: partnership at will may be dissolved by notice by any partner.
Section 44: court may dissolve firm on grounds of misconduct or persistent loss.
Section 45: liability of partners after dissolution continues until public notice.
Section 46: partners entitled to have property applied in payment of debts.
Companies Act - Postal Ballot
Section 110: postal ballot for prescribed resolutions; s.110(2) notice with draft resolution.
Section 110(3): resolution passed by majority of votes by postal ballot.
Section 110(4): resolution deemed passed on date of receipt of last ballot.
Section 110(5): postal ballot may be conducted electronically.
Labour - Gratuity Payment
Gratuity Act s.4(3): gratuity payable within 30 days from date it becomes due.
Section 7: employer to determine gratuity within 30 days.
Section 8: failure to pay gratuity attracts imprisonment or fine.
Section 9: gratuity exempt from attachment in execution of decree.
IBC - Resolution Plan Approval
IBC s.30: resolution plan must be approved by CoC with 66% voting share.
Section 31: approved plan binds corporate debtor and stakeholders.
Section 32: resolution professional to submit plan to adjudicating authority.
Section 33: liquidation order if plan not approved within time.
Consumer Protection - Reliefs Detail
Section 39: District Commission may order removal of defect or replacement of goods.
Section 39(1)(c): compensation for loss or injury suffered by consumer.
Section 39(1)(d): discontinuation of unfair trade practices.
Section 39(1)(e): corrective advertisement to neutralise misleading advertisement.
Contract - Indemnity and Guarantee Detail
Section 124: contract of indemnity is a promise to save another from loss.
Section 126: contract of guarantee involves surety, principal debtor and creditor.
Section 128: surety's liability is co-extensive with that of principal debtor.
Section 133: variance in terms without surety's consent discharges surety.
Sale of Goods - Conditions and Warranties Detail
Section 12: condition is essential term; warranty is collateral term.
Section 13: breach of condition may be treated as breach of warranty.
Section 14: implied undertaking as to title and quiet possession.
Section 15: sale by description implies goods correspond with description.
Competition - Anti-Competitive Agreements Detail
Section 3(3): horizontal agreements presumed to have appreciable adverse effect.
Section 3(4): vertical agreements assessed under rule of reason.
Section 3(5): exemptions for joint ventures and export cartels.
Section 3(1): agreements causing appreciable adverse effect are void.
Companies Act - Share Capital Detail
Section 43: share capital consists of equity and preference shares.
Section 44: shares are movable property transferable in manner provided by articles.
Section 45: shares to be numbered and certificate issued within 2 months.
Section 46: share certificate to be issued within 2 months of allotment.
Labour - ID Act Definitions Detail
Section 2(k): industrial dispute means dispute between employers and workmen.
Section 2(n): workman excludes managerial and administrative staff.
Section 2(p): settlement means written agreement between employer and workmen.
Section 2(r): strike means cessation of work by body of persons acting in combination.
Economic Legislation - Insolvency and Bankruptcy Detail
IBC s.7: financial creditor may file application on default of Rs. 1 crore or more.
Section 8: operational creditor must deliver demand notice of 10 days.
Section 9: operational creditor may file application if no payment or dispute.
Section 10: corporate debtor may file application for insolvency resolution.
Miscellaneous - Legal Metrology Detail
Legal Metrology Act s.4: units of measurement based on metric system.
Section 11: no person shall manufacture or sell weight or measure without verification.
Section 18: declaration of pre-packaged commodities to include name, quantity and price.
Section 36: penalty for contravention of provisions relating to weights and measures.
Contract - Offer and Acceptance Detail
Section 2(a): proposal made when one person signifies willingness to do or abstain from doing something.
Section 2(b): promise made when proposal is accepted.
Section 4: communication of offer complete when it comes to knowledge of offeree.
Section 5: acceptance may be revoked before it comes to knowledge of proposer.
Negotiable Instruments - Dishonour Detail
Section 91: bill dishonoured by non-acceptance or non-payment.
Section 92: cheque dishonoured by non-payment when presented.
Section 93: notice of dishonour to be given to drawer and endorsers.
Section 138: dishonour of cheque for insufficiency of funds is an offence.
Partnership - Liability Detail
Section 18: firm liable for wrongful acts of partner in ordinary course of business.
Section 19: implied authority of partner does not include submitting dispute to arbitration.
Section 20: partners may extend or restrict implied authority by contract.
Section 21: partner's authority in emergency to protect firm property.
Companies Act - Prospectus Detail
Section 26: prospectus must be dated and filed with Registrar before issue.
Section 32: prospectus to state date and be issued within 90 days of registration.
Section 33: issue of prospectus without registration is void.
Section 34: misstatements in prospectus make directors liable for loss.
Labour - Factories Act Health Detail
Section 11: cleanliness standards for factories.
Section 13: ventilation and temperature control.
Section 17: lighting arrangements in factories.
Section 18: drinking water arrangements for workers.
FEMA - Penalties Detail
FEMA s.13(1)(a): penalty up to three times the sum involved where quantifiable.
Section 13(1)(b): penalty up to Rs. 2 lakh where not quantifiable.
Section 13(2): additional penalty up to Rs. 5,000 per day for continuing contravention.
Section 13(3): penalty may be imposed on company and persons in charge.
Consumer Protection - Unfair Trade Practices Detail
Section 2(47)(i): falsely representing goods as of particular standard or quality.
Section 2(47)(ii): falsely representing services as of particular standard.
Section 2(47)(vi): not issuing bill or cash memo for goods or services.
Section 2(47)(ix): misleading advertisement about usefulness of goods.
Contract - Void Agreements Detail
Section 24: agreement void if consideration or object unlawful in part.
Section 26: agreement in restraint of marriage is void.
Section 27: agreement in restraint of trade is void except sale of goodwill.
Section 28: agreement restraining legal proceedings is void.
Sale of Goods - Unpaid Seller Detail
Section 45: unpaid seller includes seller to whom whole price has not been paid.
Section 46: rights include lien, stoppage in transit and resale.
Section 47: lien may be exercised where goods are in possession of seller.
Section 48: stoppage in transit applies when buyer becomes insolvent.
Competition - Abuse of Dominance Detail
Section 4(2)(a): imposing unfair or discriminatory conditions or price.
Section 4(2)(b): limiting production or market access.
Section 4(2)(c): denial of market access.
Section 4(2)(d): imposing supplementary obligations unrelated to contract.
Companies Act - Management Detail
Section 196: appointment of managing director, whole-time director or manager.
Section 197: managerial remuneration limits to 11% of net profits.
Section 198: calculation of profits for managerial remuneration.
Section 199: recovery of remuneration in case of excess payment.
Labour - ESI Detail
ESI Act s.2(9): employee includes persons employed for wages in factory.
Section 2(22): wages exclude travelling allowance and gratuity.
Section 39: contribution payable by employer and employee at notified rates.
Section 40: principal employer liable to pay contributions for contract labour.
IBC - Avoidance Detail
IBC s.43: preferential transactions within 2 years before insolvency commencement may be avoided.
Section 44: order for avoidance of preferential transaction.
Section 45: undervalued transactions within 2 years may be avoided.
Section 49: transactions defrauding creditors may be avoided.
Consumer Protection - Product Liability Detail
Section 84: manufacturer liable for defective product manufactured.
Section 85: product seller liable for defective product if he exercised control.
Section 86: product liability action may be filed by person who suffered harm.
Section 87: exemption for product seller if defect not attributable.