Indus School Of Business Management Jhajjar Programme: PGDM Course Code: Course Credit: Pre-requisites Aims and Objectives

Course Name: Business Law Professor: Academic Term: I Contract & company affairs law The basic objective of this course is to give a fair understanding of the law at the corporate level. The paper aims in giving an understanding to the participants about the contract law, sales of goods, intellectual property rights & banking law that is related to the daily operation of the company. Learning Outcomes Upon successful completion of the course, it is expected that the student will: Students will be introduced to the basic concepts of business law of company in which they are operated their business at micro/macroeconomic level. Upon successful completion of the course students should have a better understanding of: Contract Law Sales Of Goods Consumer protection Tax.

Learning Strategies

The teaching methodology would include Lecturers Case studies Presentation Discussions Projects and Assignments

Important Outline of Course

Contract Law Sales of Good Special Contract Consumer protection Company Law Intellectual property rights Banking Law Law & Taxation

Reading

Required Text Book: Legal Aspects Of Business , By Akhileshwar Pathak Other Readings: 1. Business Law , M C Kuchhal 2. Business Law , Tulsian

Schedule wise Syllabus:

Contract Law Sales of Good Special Contract Consumer Protection Company Law Intellectual Property Right Banking Law Law & Taxation Business & the Fundamental Rights Arbitration Right to information Act Business & criminal Liability Environment protection Act

Listing of the Cases: Salomon V/S Salomon, R C Cooper V/S UOI Bennett Coleman & Co. Ltd. Gilford Motor Ltd. V/S Mr. Horn Daimler Tyres Ltd. V/S Continental Tyres & Rubber Co. Ltd. Associated Rubber Industries Ltd. V/S Workman of ARIL. Moosa V/S Ebrahim Jublee Cotton Mills V/S Lewis New Somberero Phosphet Mines Ltd. V/S Earngler Sillcrest Realty SDN. BHD V/S Hotel Queen Road Pvt. Ltd. Kamlesh Vadilal Mehta V/S CAG Gluckestein V/S Barnes Listing of Assignments and Submission: To be discussed in Class
Contract Law: Contract

forms an inseparable parts of our daily day to day life. E.g. boarding in a bus, buying a cold drink etc. Contract is an essence of our society that is based on transactions of goods & services. The contract law governs the formation & performance of contracts. The law was adopted the world over, India borrowed and redefined it as the Indian Contract act, 1872. Here we will study : Formation of Agreements, Offer & acceptance, Business Contracts, Provisional acceptance and revocation , Rejection & counter offer Modalities of Communication, Formation of Agreements, Time & place of Contracts, Unilateral & bilateral contracts, Battle of Forms, Incorporation of Terms, Consideration & Implication of Contracts. Sale Of Goods : The rules and principals that the court had formulated in relation to the sale of goods got codified as the English Sale Of Good Act, 1893.After codification, judges took the sections of the sales of Goods Act, 1893 as the Law. With the expansion of trade and commerce, new disputes on different aspects of Sale of goods continued to come before the court. The Indian contract act had a chapter on the sales of goods. The chapter was deleted and a new act, the Indian sale of goods Act, 1930. The law dealing with the sale of goods is a basic commercial law. Though, sale, goods move forward from the manufacturers towards the consumer, completing the cycle of deployment of capital in production and its re-circulation. A sale is the very foundation of commercial transactions. Thus corresponding to this the law on sale of goods is also foundational to business law. Here we will study: Sales & Quality of Goods, Sales of goods: Quality, Sale & Transfer of ownership Special Contracts: One of the special forms of contract act, 1872 was sale of goods (Chapter VII, section 76 to 123) As we know, this was deleted in 1930 and made into separate act. The other special forms of contracts are Bailment, guarantee, Agency

Bailment is a contractual relationship which is established when an owner vests the possession of his goods in another person. If the parties had set terms for the care and protection of the goods, the terms apply. In other case the bailee is required to take care as a man of ordinary Prudence would take care of of his own goods in similar circumstances. Guarantee: To explore the concept of guarantee, lets take an example of a document in possession of Ram, signed by Radha (B), stating : I agree to unconditionally pay within one week on demand in writing by Ram an amount up to Rs 10000. Is this agreement between Ram & Radha ? For one perspective it is an offer from Radha to Ram. Agent , Agency and Principal: The relationship of principal & agent is another form of contract covered by the contract act. The terms agent or agency are used in day to day language in a wide and extensive sense. Law constitutes this relationship more specifically. Consumer Protection : As trade and commerce vastly expanded in the 21st century , the acts regulating business became numerous, specialized and detailed. The subject matter of the consumer protection act is the protection of consumers. This act is making provisions to protect persons buying goods and availing services. A consumer can buys goods and avail services . Services fall within the overall ambit of the Indian Contract act. The Indian Contract Act contains provisions for services as well, like those of telephone services, distribution of services, legal services, and medical services. In the most of cases, it was not worthwhile for a consumer to pursue his grievance. In the mixed and highly regulated economy India had created after its independence, the state itself was largely the provider of goods & services. Hence it was most reluctant to provide rights to the people against itself. The private sector was also enjoyed a monopoly market, thus was not keen about consumer rights. The post emergency years gave rise of activism in all social spheres. NGO became active taking up different causes. As consumer issue became important, consumer group came to be formed. They took up the cases of consumers and made innovative uses of the existing law. Company Law: As people came together to buy & sell , lend & borrow , people came together and pooled their capital for common benefits. Contributors could come in and go out by selling their interesting the business but the business continued. A company emerged from contracts among the founders. Earlier companies were formed by Royal Charter or enactment of the parliament. The charter created the company as a legal person. Once a company is created individuals could own shares in it. Persons interested in the formation of the company could submit the relevant contract documents to the government. The government registered the document and issued a certificate of incorporation. The company was born as a distinct entity on the issue of the certificate of corporation. Here we will study: Incorporation of Companies Corporate personality Meeting and altering the constitution of the company. Share Capital Directors Prospectus and rising of capital Securities Regulation

Intellectual Property Rights: There are different kinds of laws and intellectual property. One types of intellectual pursuits leads to the creation of new substances, product, devices, technologies, method or processes, which are of value. These are protected as a patient under the patient Act. Human intellect can also be expressed through art, literature, music, films & broadcasting. A trade and merchandise mark is another intellectual property. There is nothing intrinsically valuable about trade mark. Appropriating a trademark is equivalent to appropriating the firms goodwill earned over the period of time, by providing a quality product, carrying out various product innovations and bringing out advertisements. Here we will study: Law, liberalization and globalization Patents Copyrights protection Trademark protection. Banking Law: As a part of the process of liberalization and globalization of the economy, several changes have been brought about in the banking system. The change required have been bought about by making piece meal change in the legislation. There are several laws dealing with bank in India. Here we will deal in: The banking regulation Act The Reserve Bank of India Non- Banking Financial Institution Amendment of the RBI Act. Relationship between Bank & Consumers Law & Taxation : Taxation is as old as human society. Since the inception of human civilization the ruling mechanism could sustain itself only by extracting resources from its subject. The rulers needed the resources for maintaining armies and the comfort and grandeur of the kings and princes. As a commerce and industry developed, taxes on the movement of goods and manufacturing came to be introduced. In a sovereign country, the respective government is free to impose to any amount of tax on any activity. Modern states have become a welfare state. It needs resources not only for governance, maintenance of law and order, upkeep of bureaucracy and defense, but also to provide for the health, education, food & shelter of the subjects. Taxation has become intertwined with public finance, income disparity, inflation, investment, growth of different sector, international trade and competition in the economy. The Indian state like other nations has used taxation as a vital instrument of its micro or macro policy direction. Taxes have been classified under two broad heads direct taxes and indirect taxes. Direct taxes refer to the income tax, wealth tax corporate tax and gift tax. Indirect taxes refer to the excise tax, service tax, sales tax, & customs duty. Direct taxes are those taxes which a person pays directly from his income, wealth. Direct taxes are paid after the income or benefit reaches the hands of the person. Indirect taxes are what the consumers and buyers pay to the state while buying goods and availing services. The centre imposes income tax, excise duty(except on alcoholic drinks) custom duty, & service tax. The excise tax in the domain of the centre is called the centre Excise. The state imposes a tax on sales of goods, excise duty on the manufacturing of alcoholic drinks and tax on agricultural income. The municipalities get tax revenues from octroi and house property tax.

Business & the Fundamental Rights: It explores how fundamental rights have come to shape business practices. All the business contracts have an arbitration clause. Business disputes are taken to be arbitration than court. The constitution of India creates the governing mechanism and vests unfettered powers in it, that is the institution of states has the power to make the law and to rule the society. While every society needs a governing mechanism unfettered powers in its hands can lead to despotism and demolition of the very foundation of society. Most of the Fundamental Rights mediate between the states power and individuals. The provisions of the fundamental rights are related to one another. Arbitration: Arbitration is an alternate means of settlement of a dispute, besides approaching a court. Arbitration emerged with the development of trade, commerce, and contract law. Going courts was not always the most effective solution for the parties. Reasons: - Court could take a long time to settle a disputes and award remedy. - Court proceedings are always adversarial. Right To Information Act. : The right to information act 2005 gives the right to obtain information from the government and government controlled organization. In democracy the government is accountable to the people. The people can make the government accountable to them if they have adequate information on its functioning and that of its organization. Business & Criminal Liability: Legislations have defined certain actions to be of criminal nature and provide for punishment for such offences. The Indian Penal code is one of such legislation. The list of activities that have criminal implications is very long. Such activities include violation of rules and regulation in the financial market, violation of several provisions of the companys law, Violation of pollution and environmental standards and may more. Environment Protection Act: It is a comprehensive law, dealing with questions regarding the protection of environment.