CS Executive Paper 6 (ECIPL) key terms

Something of value given by each party to a contract, such as money, goods, a promise or forbearance, that makes the promise enforceable. Indian law permits past, present or future consideration and allows it to move from a third party.

Agreement given without coercion, undue influence, fraud, misrepresentation or mistake. If consent is caused by any of these, the contract is voidable at the option of the aggrieved party, who may rescind it and claim relief.

A contract to do or not do something if some event, collateral to the contract, happens or does not happen. It becomes enforceable only on the occurrence of the uncertain event, unless the event becomes impossible.

A claim for payment of a reasonable sum for work done or services rendered where no enforceable contract fixes the price, or where a contract is discharged and part performance has benefited the other party.

A discretionary decree of the court compelling a party to actually carry out its contractual promise, granted where damages are inadequate, as with contracts for land or unique goods, and not ordinarily for personal service.

An order of court restraining a person from doing, or requiring a person to do, a specified act. Under the Specific Relief Act it may be temporary or perpetual, and it is a preventive rather than compensatory remedy.

A seller who has not been paid the whole price, or who has received a bill of exchange or other negotiable instrument that has been dishonoured. Such a seller may exercise the right of lien, stoppage in transit and resale.

The rule that a seller cannot transfer a better title to goods than the seller possesses. Exceptions include sale by a mercantile agent, sale by a co-owner, sale in market overt and sale by a finder or pledgor under statute.

Let the buyer beware: the buyer takes goods at their own risk as to quality and fitness, subject to exceptions such as reliance on the seller's skill, sale by description, merchantable quality and usage of trade.

A condition is a stipulation essential to the main purpose of a sale contract, breach of which allows repudiation and damages; a warranty is collateral to the main purpose, breach of which gives damages only.

A person who takes a negotiable instrument for value, before maturity, in good faith and without notice of any defect in the transferor's title. Such a holder takes free of prior defects and is protected from most defences.

Transfer of a negotiable instrument to another person by delivery, and in the case of an instrument payable to order, by endorsement plus delivery, so that the transferee becomes the holder entitled to receive payment.

The formal record by a notary public of the dishonour of a negotiable instrument, and the certificate of protest issued on such dishonour, which may serve as evidence and is required in certain cases before suit.

A partnership in which no provision is made for its duration or for determination by notice. It may be dissolved by any partner giving notice of intention to dissolve, and mutual agency continues until dissolution.

The principle that every partner is an agent of the firm and of the other partners for acts done in the ordinary course of the firm's business, binding the firm unless the partner had no authority and the third party knew it.

The termination of the partnership relation among all partners of a firm, as distinct from retirement of one partner. It may occur by agreement, notice, insolvency, death, adjudication or by order of the court.

An individual partner of a limited liability partnership designated as such under the LLP agreement, of whom at least two are required, and who is responsible for compliance with statutory filings and penalties for default.

A body corporate formed under the LLP Act, 2008, having perpetual succession, a separate legal entity and partners whose liability is limited to their agreed contribution, while remaining liable for their own wrongful acts.

Conduct of a dominant enterprise that harms competition, such as imposing unfair prices, limiting markets, denying market access, or leveraging dominance into another market, prohibited under the Competition Act, 2002.

An agreement that causes or is likely to cause an appreciable adverse effect on competition in India, including price-fixing, bid rigging, market sharing and output restriction, which are presumed void and unlawful.

The merger control regime under the Competition Act, 2002, requiring notification to the Commission of acquisitions, mergers and amalgamations crossing asset or turnover thresholds, followed by review for appreciable adverse effect on competition.

Any document described or issued as a prospectus, including a notice, circular or advertisement, inviting the public to subscribe for or purchase securities of a company. It must be dated and registered and contain prescribed disclosures.

A prospectus that does not state the exact price or the number of securities offered, used in book building. It must be filed with the Registrar at least three days before the opening of the offer.

Offer or invitation for subscription of securities by a company to a selected group of identified persons, subject to limits on numbers, minimum investment size and the requirement of a private placement offer letter and special resolution.

The aggregate amount of capital raised by a company through issue of shares, divided into equity and preference capital and classified as authorised, issued, subscribed and paid-up capital for the purposes of the Companies Act, 2013.

The minimum number of members whose presence is necessary to validly transact business at a general meeting. Under the Companies Act, 2013 it is five, fifteen or thirty members depending on the company's membership.

A person appointed in writing by a member to attend and vote at a general meeting on the member's behalf. A proxy need not be a member and is not counted for quorum.

The person who has ultimate control over the affairs of a factory. Under the Factories Act, 1948, the manager or the person so named is treated as occupier, with additional duties and criminal liability for contraventions.

Lay-off is the temporary failure or refusal of an employer to provide employment to a workman; retrenchment is the termination of service for any reason other than punishment, requiring notice and compensation under the Industrial Disputes Act, 1947.

A social security scheme under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952, under which employer and employee contribute a percentage of wages to a fund, with pension and deposit-linked insurance benefits.

Employment in a factory or establishment covered by the Employees' State Insurance Act, 1948, under which employer and employee pay contributions to fund sickness, maternity, disablement and dependent benefits for insured persons.

A foreign exchange transaction other than a capital account transaction, such as payments for trade, services, interest, travel and remittances, which is generally permitted unless restricted by the Reserve Bank of India.

A transaction altering the assets or liabilities, including contingent liabilities, outside India of persons resident in India, or assets or liabilities in India of persons resident outside India, regulated under FEMA, 1999.

The process of concealing or disguising the proceeds of crime, projected as untainted property. Offences include acquisition, possession, use and concealment of proceeds, punishable with imprisonment and fine under the PMLA, 2002.

Any property derived or obtained, directly or indirectly, by a person from a scheduled offence or the value of such property. Attachment and confiscation of such property is the central enforcement mechanism of the PMLA, 2002.

The time-bound process under the Insolvency and Bankruptcy Code, 2016, under which a resolution professional takes over a corporate debtor, a committee of creditors decides, and a resolution plan or liquidation follows.

The proposal submitted by a resolution applicant for reviving a corporate debtor, which must be approved by the committee of creditors and the adjudicating authority and must satisfy the mandatory requirements of the Insolvency and Bankruptcy Code.

A protective shield declared on admission of insolvency proceedings, prohibiting suits, recovery actions, security enforcement and transfer of assets of the corporate debtor during the corporate insolvency resolution process.

Any shortcoming, inadequacy or imperfection in the quality, nature or manner of performance of a service that a service provider was required to maintain, giving the consumer a right to complaint and redressal under consumer law.

A trade practice that adopts deceptive methods to promote sale or supply of goods or services, such as false representation, misleading advertisement, fake offers or refusal to take back defective goods, prohibited under consumer protection law.

The responsibility of a product manufacturer, service provider or seller to compensate a consumer for harm caused by a defective product or deficient service, as introduced by the Consumer Protection Act, 2019.