COMPANIES ACT

In India, the Companies Act, 1956, is the most important piece of legislation that empowers the
Central Government to regulate the formation, financing, functioning and winding up of companies.
The Act contains the mechanism regarding organisational, financial, managerial and all the relevant
aspects of a company. It empowers the Central Government to inspect the books of accounts of a
company, to direct special audit, to order investigation into the affairs of a company and to launch
prosecution for violation of the Act. These inspections are designed to find out whether the companies
conduct their affairs in accordance with the provisions of the Act, whether any unfair practices
prejudicial to the public interest are being resorted to by any company or a group of companies and to
examine whether there is any mismanagement which may adversely affect any interest of the
shareholders, creditors, employees and others. If an inspection discloses a prima facie case of fraud or
cheating, action is initiated under provisions of the Companies Act or the same is referred to the
Central Bureau of Investigation.

The Companies Act is administered by the Central Government through the Ministry of Corporate
Affairs and the Offices of Registrar of Companies,Official Liquidators, Public Trustee, Company
Law Board, Director of Inspection, etc. The Registrar of Companies (ROC) controls the task of
incorporation of new companies and the administration of running companies.

Under the Companies Act, 1956, the term 'company' means " a company formed and registered under
the Act or an existing company i.e. a company formed or registered under any of the previous
company laws". The basic objectives underlying the law are :

 A minimum standard of good behaviour and business honesty in company promotion and
management.

 Due recognition of the legitimate interest of shareholders and creditors and of the duty of
managements not to prejudice to jeopardise those interests.

 Provision for greater and effective control over and voice in the management for
shareholders.

 A fair and true disclosure of the affairs of companies in their annual published balance sheet
and profit and loss accounts.

 Proper standard of accounting and auditing.

  Recognition of the rights of shareholders to receive reasonable information and facilities for
exercising an intelligent judgement with reference to the management.

 A ceiling on the share of profits payable to managements as remuneration for services

rendered.

 A check on their transactions where there was a possibility of conflict of duty and interest.

 A provision for investigation into the affairs of any company managed in a manner oppressive
to minority of the shareholders or prejudicial to the interest of the company as a whole.

 Enforcement of the performance of their duties by those engaged in the management of public
companies or of private companies which are subsidiaries of public companies by providing
sanctions in the case of breach and subjecting the latter also to the more restrictive provisions
of law applicable to public companies.

The Companies Act, 1956 has been amended from time to time in response to the changing business
environment. These amendments include:-

 The Companies (Amendment) Act, 2000

 The Companies (Amendment) Act, 2001

 The Companies (Amendment) Act, 2002

 The Companies (Amendment) Act, 2006

ENVIRONMENTAL ACT
A good environment is a constitutional right of the Indian Citizens. Environmental Protection has
been given the constitutional status. Directive Principles of State Policy states that, it is the duty of the
state to 'protect and improve the environment and to safeguard the forests and wildlife of the country'.
It imposes Fundamental duty on every citizen 'to protect and improve the natural environment
including forests, lakes, rivers and wildlife'.

In India, the Ministry of Environment and Forests (MoEF) is the apex administrative body for :- (i)
regulating and ensuring environmental protection; (ii) formulating the environmental policy
framework in the country; (iii) undertaking conservation & survey of flora, fauna, forests and wildlife;
and (iv) planning, promotion, co-ordination and overseeing the implementation of environmental and
forestry programmes. The Ministry is also the Nodal agency in the country for the United Nations
Environment Programme (UNEP). The organizational structure of the Ministry covers number of
Divisions, Directorate, Board, Subordinate Offices, Autonomous Institutions, and Public Sector
Undertakings to assist it in achieving all these objectives.

Besides, the responsibility for prevention and control of industrial pollution is primarily executed by
the Central Pollution Control Board (CPCB) at the Central Level, which is a statutory authority,
attached to the MoEF. The State Departments of Environment and State Pollution Control Boards are
the designated agencies to perform this function at the State Level.

Central Government has enacted several laws for Environmental Protection:-

 The Environment (Protection) Act, 1986, is the umbrella legislation which authorizes the
Central Government to protect and improve environmental quality, control and reduce
pollution from all sources, and prohibit or restrict the setting and /or operation of any
industrial facility on environmental grounds. According to the Act, the term "environment"
includes water, air and land and the inter- relationship which exists among and between
water, air and land, and human beings, other living creatures, plants, micro-organism and
property. Under the Act, the Central Government shall have the power to take all such
measures as it deems necessary or expedient for the purpose of protecting and improving the
quality of environment and preventing, controlling and abating environmental pollution.

 Acts relating to Water Pollution, are comprehensive in their coverage, applying to streams,
inland waters, subterranean waters, and seas or tidal waters. These acts also provide for a
permit system or ‘consent' procedure to prevent and control water pollution. They generally
prohibit disposal of polluting matter in streams, wells and sewers or on land in excess of the
standards established by the state boards.

 Acts relating to Air Pollution, are aimed at prevention, control and abatement of air
pollution.

 Acts relating to Forest Conservation, provide for the conservation of forests and for matters
connected therewith or ancillary or incidental thereto.
  Acts relating to Wildlife Protection, provide for the protection of wild animals, birds and
plants and for matters connected therewith or ancillary or incidental thereto with a view to
ensuring the ecological and environmental security of the country.

 Acts relating to Biological Diversity, provide for conservation of biological diversity,

sustainable use of its components as well as fair and equitable sharing of the benefits arising
out of the use of biological resources and knowledge associated with it.

 Acts relating to Public Liability Insurance, provide for public liability insurance
( immediate relief) to the persons affected by accidents occurring while handling any
hazardous substances.

 Rules relating to Noise pollution, aim at controlling noise levels in public places from
various sources like industrial activity, construction activity, generator sets, loud speakers,
public address systems, music systems, vehicular horns and other mechanical devices having
deleterious effects on human health and the psychological well being of the people.

 Rules relating to Management of Hazardous Substances, aim to control the generation,

collection, treatment, import, storage, and handling of hazardous waste. The term " hazardous
substances" include flammables, explosives, heavy metals such as lead, arsenic and mercury,
nuclear and petroleum fuel by-product, dangerous microorganism and scores of synthetic
chemical compounds like DDT and dioxins.

The Central Pollution Control Board (CPCB) has developed National Standards for Effluents and
Emission under the statutory powers of the Water (Prevention and Control of Pollution) Act, 1974
and the Air ( Prevention and Control of Pollution) Act, 1981. These standards have been approved
and notified by the Government of India, Ministry of Environment & Forests, under Section 25 of the
Environmental (Protection) Act, 1986. Besides, standards for ambient air quality, ambient noise,
automobile and fuels quality specifications for petrol and diesel. Guidelines have also been developed
separately for hospital waste management.

Also, an Environmental Information System (ENVIS) has been established as a plan programme
and as a comprehensive network in environmental information collection, collation, storage, retrieval
and dissemination to varying users. The focus of ENVIS since inception has been on providing this
environmental information to decision makers, policy planners, scientists and engineers, research
workers, etc all over the country. ENVIS has developed itself with a network of participating
institutions/organisations. A large number of nodes, known as ENVIS Centres, have been established
in this network to cover the broad subject areas of environment with the focal point at the Ministry of
Environment and Forest. These Centres have been set up in the areas of pollution control, toxic
chemicals, central and offshore ecology, environmentally sound and appropriate technology, bio-
degradation of wastes and environment management, etc.

CONTRACT ACT
A contract is defined as 'an agreement in which one party offers to do something for a consideration
and the other party accepts that offer'. The bulk of the transactions in trade, commerce and industry
are based on these contracts. In India, the Indian Contract Act,1872 is the governing legislation for
contracts, which lays down the general principles relating to formation, performance and
enforceability of contracts and the rules relating to certain special types of contracts like Indemnity
and Guarantee; Bailment and Pledge, and Agency.

As per the Act, a "contract" is an agreement enforceable by law. The agreements not enforceable by
law are not contracts. An "agreement" means 'a promise or a set of promises' forming consideration
for each other. And a promise arises when a proposal is accepted. By implication, an agreement is an
accepted proposal. In other words, an agreement consists of an 'offer' and its 'acceptance'.

An "offer" is the starting point in the process of making an agreement. Every agreement begins with
one party making an offer to sell something or to provide a service, etc. When one person who desires
to create a legal obligation, communicates to another his willingness to do or not to do a thing, with a
view to obtaining the consent of that other person towards such an act or abstinence, the person is said
to be making a proposal or offer.

An agreement emerges from the acceptance of the offer. "Acceptance" is thus, the second stage of
completing a contract. An acceptance is the act of manifestation by the offeree of his assent to the
terms of the offer. It signifies the offeree's willingness to be bound by the terms of the proposal
communicated to him. To be valid an acceptance must correspond exactly with the terms of the offer,
it must be unconditional and absolute and it must be communicated to the offeror.

An "agreement" is a contract if 'it is made by the free consent of parties competent to contract, for a
lawful consideration and with a lawful object, and is not expressly declared to be void'. The contract
must be definite and its purpose should be to create a legal relationship. The parties to a contract must
have the legal capacity to make it. According to the Contract Act, " Every person is competent to
contract who is of the age of majority according to the law to which he is subject, and who is of a
sound mind, and is not disqualified from contracting by any law to which he is subject". Thus, minors;
persons of unsound mind and Persons disqualified from contracting by any law are incompetent to
contract.

The main provisions of the Act are:-

 Atleast two parties are needed to enter into a contact. One party has to make an offer and
other must accept it. The person who makes the 'proposal' or 'offer' is called the 'promisor' or
'offeror'. While, the person to whom the offer is made is called the 'offeree' and the person
who accepts the offer is called the 'acceptor'. There must be an 'offer' and an 'acceptance' to
the offer, resulting into an agreement. Both offer and acceptance should be lawful.
 The parties must intend to create a legal obligation. The agreement sought to be enforced
should contemplate legal relations between the parties to it.

 A contract is basically a bargain between two parties, each receiving 'something' of value or
benefit to them. This 'something' is described in law as 'consideration'. Consideration is an
essential element of a valid contract. It is the price for which the promise of the other is
bought. A contract without consideration is void. The consideration may be in the form of
money, services rendered, goods exchanged or a sacrifice which is of value to the other party.
This consideration may be past, present or future, but it must be lawful.

 The parties making the contract must be legally competent in the sense that each must be of
the age of majority, of a sound mind, and not expressly disqualified from contracting. An
agreement by incompetent parties shall be a legal nullity.

 The contracting parties must give their consent freely. 'Consent' means that the parties must
agree about the subject matter of the agreement in the same sense and at the same time.
Consent is said to be free if it is not induced by coercion, undue influence, fraud,
misrepresentation or mistake. The absence of free consent would affect the legal
enforceability of a contract.

 The object of the agreement must be lawful. An agreement is unlawful, if it is:- (i) illegal (ii)
immoral (iii) fraudulent (iv) of a nature that, if permitted, it would defeat the provisions of
any law (v) causes injury to the person or property of another (vi) opposed to public policy.

 An agreement expressly declared to be void under the Contract Act or under any other law, is
not enforceable and is, thus, not a contract. The Contract Act declares void certain types of
agreements such as those in restraint of marriage, or trade, or legal proceedings as well as
wagering agreements.

 The terms of a contract must not be vague or uncertain. If an agreement is vague and its
meaning cannot be ascertained, it cannot be enforced. Also, the terms of a contract must be
such as are capable of performance. An agreement to do an impossible act is void and is not
enforceable by law.
  Generally, a contract may be oral or in writing. However, certain contracts are required to be
in writing and may even require registration. Therefore, where law requires an agreement to
be put in writing or be registered, the same must be complied with. For instance, the Indian
Trusts Act requires the creation of a trust to be reduced to writing.

 Contracts are of various types:- (i) Express Contract; (ii) Implied Contract; (iii) Quasi
Contract; (iv)Valid Contract; (v) Void Agreement; (vi) Void Contract; (vii) Voidable
Contract.

 When a contract is entered into, the parties must perform their respective obligations under
the contract. Where a promisor dies before performance of a contract his legal representative
is bound to perform the contract unless a contrary intention appears from the words in the
contract or the nature of the contract.

A promisor must either actually perform or offer to perform his obligation under the contract, to the
promisee. This offer is called `tender of performance'. The essentials of a valid tender of performance
are:-

• It must be unconditional;

• It must be at a proper time and place, since a tender made before the due date is not
effective;

• It must be made to the proper person;

• It must be of proper quantity and as to the whole of obligation;

• It must be made by a person willing and able to perform there and then;

• It must give a reasonable opportunity to the promisee, for inspection of goods or

articles.

 Once the promisor makes a valid tender of performance, it is then for the promisee to accept
the performance. If the tender of performance is rejected by the other party, the promisor is
 not responsible for non-performance and is entitled to sue the promise for breach of the
contract.

 Contracts which need not be performed are:-

• Agreement to do impossible acts, are void and need not be performed.

• When a contract is substituted by a new contract, or is rescinded or altered, the

original contract need not be performed.

• Contracts discharged by operation of law need not be performed.

• Contracts which have lapsed by time.

 The principles with regard to time and place for performance of a contract:-

• Where a contract states the time and place for its performance, the parties must
perform accordingly.

• Where the contract does not specify any time for its performance, and the promisor
has undertaken to perform without a request from the promisee, then it must be
carried out within a reasonable time.

• Where the contract is to be performed on a certain day and the promisor has
undertaken to perform without a request from the promisee, the promisor may
perform it at any time during the usual hours of business on such day, at the specified
place.

• When the promise is to be performed on a certain day, and the promisor has not
undertaken to perform without a request from the promisee, the promisee must make
a request for the performance at a proper place and within the usual hours of business.
 • When a promise is to be performed without a request by the promisee, and no place is
fixed for its performance, the promisor must request the promisee to fix a reasonable
place for the performance and perform the promise at such place.

IPR(INTELLECTUAL PROPERTY RIGHT)

Intellectual property(IP) is the creation of human intellect. It refers to the ideas, knowledge, invention,
innovation, creativity, research etc, all being the product of human mind and is similar to any
property, whether movable or immovable, wherein the proprietor or the owner may exclusively use
his property at will and has the right to prevent others from using it, without his permission. The
rights relating to intellectual property are known as 'Intellectual Property Rights'.

Intellectual Property Rights, by providing exclusive rights to the inventor or creator, encourages more
and more people to invest time, efforts and money in such innovations and creations. Intellectual
property rights are customarily divided into two main areas:-

 Copyright and rights related to copyright:- the rights of authors of literary and artistic works
(such as books and other writings, musical compositions, paintings, sculpture, computer
programs and films) are protected by copyright. Also, protection is granted to related or
neighbouring rights like the rights of performers (e.g. actors, singers and musicians),
producers of phonograms (sound recordings) and broadcasting organizations.

 Industrial property, which is divided into two main areas:-

• One area can be characterized as the protection of distinctive signs, in particular

trademarks (which distinguish the goods or services of one undertaking from those of
other undertakings) and geographical indications (which identify a good as
originating in a place where a given characteristic of the good is essentially
attributable to its geographical origin).

• Other types of industrial property are protected primarily to stimulate innovation,

design and the creation of technology. This category includes inventions (protected
by patents), industrial designs and trade secrets.

The issue of Intellectual Property Rights was brought on an international platform of negotiation by
World Trade Organization (WTO) through its Agreement on Trade Related Aspects of Intellectual
Property Rights (TRIPS). This agreement narrowed down the differences existing in the extent of
protection and enforcement of the Intellectual Property rights (IPRs) around the world by bringing
them under a common minimum internationally agreed trade standards. The member countries are
required to abide by these standards within stipulated time-frame. India, being a signatory of TRIPS
has evolved an elaborate administrative and legislative framework for protection of its intellectual
property.
Ipr in india

In today's globalised scenario of expanding multilateral trade and commerce, it has become inevitable
for any country to protect its intellectual property by providing statutory rights to the creators and
inventors and thus help them fetch adequate commercial value for their efforts in the world market.

This innovative and creative capacity is protected under the intellectual property system of WTO.
Recognising this fact, India as a founder member of WTO has ratified the Agreement on Trade
Related Intellectual Property Rights (TRIPS). As per the agreement, all member countries including
India are to abide by the mutually negotiated norms and standards within the stipulated timeframe.
Accordingly, India has set up an Intellectual Property Right (IPR) regime, which is WTO compatible
and is well established at all levels whether statutory, administrative or judicial.

The Government has taken a comprehensive set of initiatives to streamline the intellectual property
administration in the country in view of its strategic significance. In the Ministry of Commerce and
Industry, the office of the 'Controller General of Patents, Designs and Trade Marks (CGPDTM)' has
been set up under the Department of Industrial Policy and Promotion.

It administers all matters relating to patents, designs, trademarks and geographical indications and
also directs and supervises the functioning of :-

 The Patent Office (including Designs Wing)

 The Patent Information System (PIS)

 The Trade Marks Registry (TMR), and

 The Geographical Indications Registry (GIR)

Besides, a 'Copyright Office' has been set up in the Department of Education of the Ministry of
Human Resource Development, to provide all facilities including registration of copyrights and its
neighbouring rights.

As far as issues relating to layout design of integrated circuits are concerned, 'Department of
Information Technology' in the Ministry of Information Technology is the nodal organisation. While,
'Protection of Plant Varieties and Farmers' Rights Authority' in Ministry of Agriculture administers all
measures and policies relating to plant varieties.

For complementing the administrative set up, several legislative initiatives have been taken. It
includes, the Trade Marks Act, 1999; the Geographical Indications of Goods (Registration and
Protection) Act 1999; the Designs Act, 2000; the Patents Act, 1970 and its subsequent amendments in
2002 and 2005; Indian Copyright Act, 1957 and its amendment Copyright (Amendment) Act, 1999;
Semiconductor Integrated Circuit Layout Design Act, 2000; as well as the Protection of Plant
varieties and Farmer's Rights Act,2001.

BANKRUPTCY ACT

The Provincial Insolvency Act of India was passed in 1920 and sets forth rules as to how to
determine insolvency. The act was similar to and based upon the Presidency Towns Insolvency
Act of 1909.

Function

1. The act gives full power to the courts in India to decide all questions regarding
insolvency and bankruptcy, pursuant to Section 4 of the act. The court may make a
complete distribution of property as it sees fit for each case.

Features

2. If a debtor in India transfers all of his property to a third person for benefit of creditors
or to delay creditors, this person is considered insolvent, pursuant to Section 6 of the
Act. The person may also petition to be adjudicated insolvent.

Protections

3. An insolvent individual in India may apply to the court for a protection order against
arrest or detention, according to Section 31 of the act. The protection order may apply to
all or specific debts which the court sees fit

Distribution of the effects of a debtor in the most expeditious, equal and economical
mode and liberation of his person from the demands of his creditors when he has made
a full surrender of his property could be the chief object of Bankruptcy law in all
countries. India is no exception. The Presidency Towns Insolvency Act, 1909 has
jurisdiction of insolvency over the High Courts at Mumbai, Madras and Calcutta.

The Presidency Towns Insolvency Act, 1909 exhaustively lays down as to what are the
acts of insolvency, the powers of Courts to adjudicate a person as insolvent, restriction
on the jurisdiction of the Court annulment of ajudication proceedings, consequences of
an order of adjudication, submissions of proposal for composition in satisfaction of debts
or for scheme of arrangement of the affairs of the insolvent, conditions in which
composition and schemes of arrangement are approved by the Court, control over the
person and property of insolvent, discharge of insolvent, administration and distribution
of the property of the insolvent, Properties which would be available for payment of
debts, realisation of the insolvent property, appointments, duties, powers and functions
of Official Assignee and other insolvency related procedural matters.

Akin to that of the Presidency Towns Insolvency Act, 1909 is the Provincial Insolvency
Act, 1920 providing for the law relating to insolvency in places other than the aforesaid
three presidency towns.

For Limited Companies, Part VII consisting of Sections 425 to 560 of the Companies Act,
1956 makes provisions. It provides of the modes of winding up, cases in which the
company may be wound up by the Court, consequences of winding up order
appointment, poweres, duties and functions of the Official Liquidators, committee of
inspection, voluntary winding up of a company, a members winding up, a creditors
winding up, winding up subject to the supervision of the Court, effect on winding up of
antecedent and other transactions, etc.

REALTY LAW

Property Laws in India

All the Real Estate transactions and the property disputes in India are governed by a wide spectrum of
immovable property laws, including Central Laws and State Laws of India. These enactments play a major role in
regulating the property market in India. They ensure that the Real Estate market is functioning as per the
statutory framework of our country. These enactments are made available in complete detail in Bare Acts.

They also help you to know about the rights, responsibilities and benefits that accrue to the parties in a property
transaction. These legislations are amended from time to time in response to changing market scenario and
changing situations of the populace.

1. Central Laws: Laws in India, drafted by the Legislative Department of the Law Ministry, vested in
Parliament of India and enacted by the Govt. of India. These include matters included in the Union List.

2. State Laws: Laws in India drafted by the State Legislatures and enacted by the State Governments.
These include matters included in State List - Stamp Duty, Rent Control Laws, rules for construction and
floor-area-ratio (FAR) or floor-space-index (FSI) and formation of societies and condominiums.

The following list of Indian Bare Acts representing property laws in India is::

1. Indian Contract Act, 1872

2. Transfer of Property Act, 1882
3. Registration Act, 1908
4. Special Relief Act, 1963
5. Urban Land (Ceiling and Regulation) Act (ULCRA), 1976
6. Land Acquisition Act, 1894
7. The Indian Evidence Act, 1872

The Ministry of Law and Justice has been endowed with the responsibility to streamline the processes and
contingencies, if any, in the legal system. The Legislative Department of the Ministry drafts the legislations for the
Parliament of India, while, the Department of Legal Affairs Department advise the government on legal matters
and suggests reforms wherever and whenever required, through the Law Commission of India.