1.

HR Questions & Answers1

2. Firm specific questions
3. Legal Current Affairs
4. CV related questions- all notes
5. Corp, ToPA, Contracts, ArbCon
6. Corp projects

1
Papa’s questions, 64 page document, Anumeha’s emails
HR Questions

1. Tell us about yourself- Life story, will be first question so have a good answer!- I am
kavya, my family currently lives in Bangalore. I have my parents and a younger
brother. I have lived in xyz places. I like to bake- its my hobby, I like to travel with
my family, long drives and read. Why I took law- stuck to it despite being told I
should become a CA.
2. What are your hobbies? – bake, read
3. Why corporate law? Enjoyed my courses thoroughly- one of my favourite subjects in
school was business studies, enjoyed my internships even more. (helps that the money
is good)
4. Why not litigation?- I didn’t like that a, it takes so long to be resolved, nothing
interesting to me about standing in front of a judge and continuously asking for
adjournments b, I don’t know any local language- my hindi isn’t good enough to be
practicing in North India c, it’s a profession for people that have family in it already.
5. Why our firm? –figure this out after shortlists. culture fitment, aura of Tl, has many
law schoolites, good transition from law school to TL.
6. What are you weaknesses? If someone promises something but does not deliver on
commitments, I get irritated.
7. What are your strengths? Diligent, punctual, organised, honest, conflict management,
set goals and i will deliver, work well in teams
8. Under promise, over deliver
9. any regrets? maybe shouldve explored more avenues in law school- but i spent that
time meeting new people- so not entirely a fail.
10. Where do you see yourself in five years? Hopefully, thriving as an associate at a law
firm. progressing well in a career at a law firm, look back with no regrets, standard of
living as parents (senior position in a law firm, position of leadership, well on track to
becoming partner)
11. What do you like and dislike about law school? open liberal space- has changed me so
much, (furst year me and fourth year ,me) opens avenues and opportunities that
wouldnt otherwise be possible. Self esteem can take a dip, worst of human nature
sometimes, administration is very inflexible archaic.
12. Question for the firm- what do you think/like about your firm?
13. Whats your biggest achievement?
14. What are your grades low? Law school can be scary when you enter, and I didn’t
invest a lot studying initially because I was under the impression that grades didn’t
matter- which was a general perception in law school. I regret my grades deeply- but I
chose to focus on other things that interested me- committees, management. Headed
committee, turned around it, respected committee, ran a fest that was profitable, etc.
15. Why should I hire you despite your grades? Always put in my 100% at my
internships, I’ve always received results when I put in the effort. – last two internships
showed I am capable of handling a large volume of work, and responsibility. Which I
was elected to RCC- by my own peers
I am used to working in an environment where I have to meet deadlines, have people relying on
me and know how to manage time.
So I’m teling you to look at my record- if I apply myself, I can bring results, aand I am willing and
eager to give my 100%. I’ve had my peers in the past put their faith in me, which is why I was
elected to positions. I Am worth putting you faith in.
16. Can you work late hours? I have never had trouble working late into the night, in fact law school
has a late night culture.
17. Why haven’t you mooted? Didn’t like the culture associated with mooting. People
deliberately hiding books, feeding each other wrong case law etc etc
18. Why haven’t you published papers?
19. Why haven’t you had PPOs?
20. How would you prioritize these firms?
21. What skills will you bring to the job?
22. What sets you apart from others?
23. Why did you want law as a profession?
24. Challenge in your professional life- how did you overcome it?
25. Ever dealt with a difficult person? How was your experience?
26. Why you over higher GPAs? I am committed, and I see myself in this field of
corporate law, for long term. I deeply regret my grades, and I see this as an
opportunity to overcome this- I want to work harder to overcome the disadvantage my
grades have given me.
27. Hats your deepest regret?- I regret my grades- I feel I should’ve forcused a lot more
on my studies especially in my first year- because especially through rcc ive realized
that some doors are shut to you because of grades- teachers favour you if your grades
are higher.
28. Why Bangalore? My family lives here. No qualms moving to Bombay or Delhi either
though.
29. About managerial positions- JC culcomm, taught me leadership, managerial skills-
you need to lead by example, calm under pressure, and teamwork
RCC: communication skills, have people put their faith in me, conflict resolution,
meet deadlines and expectations
30. Why you, over everyone else?
1. Longevity forsee able future. Link it to internship I don't see myself doing
anything else. I want to be a long term asset for the firm.
2. Remain calm high pressure situations- culcomm yours truly.
3. Organised and punctual, I'm able to pick up slack. I'm able to make a team work
with me.
Firm specific questions
1. Why our firm
2. practice areas
3. deals
4. order of firm preference- and why?
5. Find out about interviewers
6. AZB often has brutal hours, but they don't have fixed teams. You get work from a lot of different
places. I genuinely liked that. So I used that - told them I looked forward to a rigorous, competitive
environment where I learn immensely from across diverse areas (with a concentration on cap
marks) and get the opportunity to have more responsibility than associates at other firms.
7.

Worksheets (only after shortlists)

Primers:
1. Contracts:
a. Contracts short primer (desktop)
b. AIBE on contracts
c. ICAI print out
2. Arbitration & Conciliation
a. AIBe primer
b. http://www.singhania.in/wp-content/uploads/2016/01/Highlights-of-Amendmen
t-to-the-Arbitration.pdf
3. Property Law
a. AIBE primer
b. Hypothecation
4. Corp Law
a. Corp primer on desktop
b. Companies Act ready referencer (desktop)
c. Pillai notes
d. Know additions to companies act 2013: one person company, small company,
consolidated financial statements,
e. https://www.slideshare.net/corporateprofessionals/companies-act-2013-vs-com
panies-act-1956
f. https://www.pwc.in/assets/pdfs/news-alert-tax/2016/pwc_news_alert_15_dece
mber_2016_notification_of_various_sections_under_the_companies_act_2013.
pdf
g. http://www.nishithdesai.com/information/research-and-articles/nda-hotline/nda
-hotline-single-view/article/companies-act-2013-greater-emphasis-on-governanc
e-through-the-board-and-board-processes.html?no_cache=1&cHash=ca550459d
744bead6c8090812a8c1561
h. http://www.nishithdesai.com/information/research-and-articles/nda-hotline/nda
-hotline-single-view/article/fund-raising-efforts-of-india-inc-to-be-hit-by-compani
es-act-2013.html?no_cache=1&cHash=b84d859a26bedc9e89d3490d758fa591
i. http://www.nishithdesai.com/information/research-and-articles/nda-hotline/nda
-hotline-single-view/article/india-inc-hit-by-new-deposit-rules.html?no_cache=1
&cHash=6e9564302c390da10f390a2effc330c8
j. http://www.nishithdesai.com/information/research-and-articles/nda-hotline/nda
-hotline-single-view/article/borrow-lend-or-invest-beware-of-companies-act-201
3.html?no_cache=1&cHash=dbb20f7000347ba94e50528c345306d2
5. Mergers and Acquisitions:
http://www.nishithdesai.com/fileadmin/user_upload/pdfs/Research%20Papers/Mer
gers___Acquisitions_in_India.pdf
6. IPR:
a. http://www.altacit.com/publication/protection-of-intellectual-property-rights-un
der-the-indian-and-international-laws/
b. http://www.mondaq.com/india/x/23429/Trademark/Intellectual+Property+Laws
+of+India+An+Overview
7. Tax law
a. http://www.mondaq.com/india/x/23453/Corporate+Tax/Taxation+Laws+of+India
+An+Overview
 b. http://indiainbusiness.nic.in/newdesign/index.php?param=investment_landing/2
93/6
8. https://docs.google.com/spreadsheets/d/1tt5HkEMdIVlyofDqFRZ7d3pkAT73qYFo6Xj
XkbpqatQ/edit?ts=58ccc608#gid=0
Transfer of Property:
1 Property means legal rights and benefits that have economic value
2 Lease, mortgage, charge, etc- (interest in immovable property is immovable
property) and rights to collect rent, dues etc (right is also immovable property)
3 Types of property:
a. Voluntary transfer- ToPA
b. Inheritance- Succession laws
c. Operation of law- Land Acquisition
4 Conditions to transfer property:
A. Person must be competent to contract
B. Person must have title to property/ authority to transfer property
5. Things that cannot be transferred:
a. The chance of an heir succeeding to property
b. Mere right to sue.
c. Mere right of re-entry on breach of condition subsequent
d. Right to enjoy property only for owner
e. Public office
f. stipends of military, pensioners etc
g. res communes- things belonging to community
h. res extra commercium- outside the scope of commerce (religious items)
6. absolute restraint on the transfer of property by transferee is void, (s. 10)- partial
restraint allowed (exception: restriction on alienation in cases of leases, property transferred
to married women)
7. If there is a condition imposed on the way property may be enjoyed, transferee may
enjoy as if condition was never imposed. (s.11). However, if the condition related to
transferred piece of property, for the purpose of securing enjoyment of another property,
the condition is valid. (eg: A makes an absolute gift of a house to B, and directs that B shall
not raise the height of the house such that it obstructs the passage of light and air to A’s
adjoining house. The condition is valid.)

8. Covenant: (may be positive or negative) contractual obligation between parties

relating to transfer of immovable property. Positive covenants do not run with the land.
Negative covenants do.

9. Vested interest: Interest created without specifying time for it take effect, or the event
on which it is contingent, or without specifying that it is to take effect without forthwith.
Enjoyment of the interest may be deferred to a future date

10. Contingent interest: Interest contingent on the happening or not happening of an uncertain
event. Becomes vested once the event happens or becomes impossible.

11. If contingent interest is created, and the condition becomes impossible, forbidden by law,
fraudulent, will cause injury to another etc, the interest fails.

12. Doctrine of lis pendens: If a suit is pending in regards a property, the property cannot be
transferred (competent court, not collusive, right to property must be in question, property
must be transferred by party, alienation must affect rights of other property)

13. Doctrine of part performance: if there is a contract to transfer, for consideration, and in
writing, from which terms necessary to constitute transfer can be inferred, and the transferee
has taken possession/continues possession with some act in furtherance of contract and the
transferee should be willing to perform part of the contract, then transferor can be debarred
from claiming any rights in the property.

14. Sale of immovable property-must be for consideration (monetary), must be by registered

document.

15. contract for sale: agreement to sell property at a future date

16. Marshalling: Properties X, Y, and Z are subject to a mortgage. The mortgagor sells X to A
free from all encumbrances. Marshalling enables A to require that the mortgagee shall
satisfy mortgage as far as possible out of properties Y and Z.

17. Mortgage: transfer of interest in an immovable property for a loan, or an existing/future

debt. Types:

a. Simple mortgage: mortgagor bound to pay money personally failing which the mortgagee
has the right to sell the property. No transfer of possession, no right to rent/to profits.

b. Mortgage by conditional sale: mortgagor sells the property on the condition that the sale
becomes absolute upon default. If the money is paid, the sale becomes void. Foreclosure
property.

c. Usufructory mortgage: mortgagor gives the property to the mortgagee on the condition that
the mortgagee retains possession of the property until money is repaid. Right to receive rents,
profits etc. no right to sale no foreclosure.

d. English mortgage- mortgagor undertakes to pay the debt, and transfers the property to the
mortgagee. (the sale is real, not ostensible, unlike mortgage by conditional sale). Right to sell
property without court intervention. Have to sell if default.

e. Mortgage by way of deposit by title deed/ equitable mortgage: delivery of title deed with
intention to create interest.

f. anomalous mortgage- residuary type.

18. mode of mortgages: delivery of possession, registered deed or deposit of title deed.

19. right of redemption arises when repayment of money is done.

20. Charge: immovable property is used for the security of payment to another, and it doesn’t
amount to mortgage

21; Lease- transfer of right to enjoy property for a consideration (premium) and period
payments (rent) for a fixed amount of time. Registered instrument if year to year or more than
ayear.

22. Gift: transfer without consideration made voluntarily and of an existing item. Immovable
property gift- attestation by two witnesses and registered instrument. Movable property-
delivery.

23 Specific relief- granted when compensation is inadequate. Person claiming specific relief
must be ready and willing to perform the contract. Declaratory decree (court declares that x
has title to the property), injunctions: temporary: conditions (whether plaintiff has prima facie
case, whether balance of convenience is in favour of the plaintiff, whether without the
injunction plaintiff will suffer irreparable injury)

31. Leave and license agreement : lease is exclusive right, license isnot. Lease gives
possession, license does not. Assignment of lease to third party may be done.
License cannot be assigned. License is personal right.
32. Lease does not dictate how to tuse the land, license does.
CONTRACTS:

1. Difference between agreement and contract- agreement enforceable by law is a

contract.
2. Essentials of a valid contract (s.10):
a. Free consent
b. Competence of parties to contract
c. Lawful consideration
d. Lawful object
e. Not expressly declared void by law.
3. Unilateral contract, one party pays the other party to perform a certain duty.
Bilateral contract: arrangement between two parties where each promises to
perform an act in exchange for the other party's act.
4. Intention to create legal obligations is needed to give rise to contract: Balfour v
Balfour
5. Invitation to make offer is not a valid offer.
6. Auction- invitation to treat.
7. Specific offer v general offer- one person v whole world.
8. Agreements that are uncertain are void.
9. Offer lapses if counter offer is made.
10. Acceptance may be revoked any time before it reaches the offeror
11. Consensus ad idem: meeting of minds. Without this, contract is void ab initio. (s. 13)
12. If no free consent- contract is voidable at the option of the person whose consent
was not freely obtained. Consent is not free if it is obtained by
a. Coercion: Threatening to commit an offence under IPC/ detaining property, in
order to compel someone to enter into a contract
b. Undue Influence: Relation between parties are such that one is in a position to
dominate the will of another and uses it to obtain unfair advantage
(real/apparent authority/ fiduciary relation/ mental capacity is affected)
c. Misrepresentation: an assertion that is not true, but the person making it
believes it to be true, innocently causing a party to make a mistake as to the
subject matter. Misrepresentation should have caused the party to enter into the
contract.
d. Fraud: acts to deceive a party/ induce him to enter into a contract. Stating false
facts, concealing knowledge, making promise with no intention to fulfil, etc.
e. Mistake
13. Silence is not fraud unless the person keeping silent has a duty to speak (s.17)
14. Uberrimae fidei- contract of utmost good faith. Insurance contract- full disclosure.
15. Competence of Parties: all void ab initio
a. Minors: void ab initio
b. Persons of unsound mind: absolutely void.
c. Persons disqualified from contracting by any law to which they are subject.
16. Consideration need not be adequate or equal, just needs to have value. Act
performed as part of pre-exisiting duty to another party is not consideration.
17. Doctrine of privity: A third party cannot be entitled to demand performance of
contract.
18. Doctrine of promissory estoppel: a promise is enforceable by law, even if made
 without formal consideration, when a promisor has made a promise to a
promisee who then relies on that promise to his subsequent detriment.
19. A unilateral promise is revocable at any time before the promisor has taken any
action based on the faith that the promise would be honoured, but at no time after.
20. Lawful object: should not be forbidden by law, fraudulent, cause injury, immoral,
opposed to public policy. Illegal contract if unlawful object.
21. Locus poenitentiae- right to withdraw from contract before it results in contractual
liability.
22. Void agreements: a. unlawful object b without consideration c. restraint of marriage
d restraint of trade e. restraint of legal proceedings f. uncertain ambiguous g. wager
h. impossible acts
23. Exceptions to restraint of trade clauses: non solicitation clauses, non compete
clauses, sale of goodwill etc. absolute restraint is void
24. Restraint of legal proceedings: limiting place where rights can be enforced Is valid
because its not an absolute restraint of .
25. Wagering agreement is void and unenforceable but not forbidden by law.
Transactions collateral are enforceable. A paying B a loan to pay off gambling debt.
26. Illegal agreement is forbidden by law, void agreements mean contract will not be
enforced. All illegal contracts are void.
27. Doctrine of severability: If the illegal part of a contract can severed from the legal
part, you reject the bad part and retain the good.
28. Quasi contract- contractual obligations that arise out of principle to prevent unjust
enrichment. Enforced by courts, not by a contract.
29. Assignment of benefits may be done by a party to another person. Duties may also
be assigned to another person with consent of other parties- this however, amounts
to novation (substitution of a contract with a new one)
30. if there are joint promisors, all promisors are jointly and severally liable for
performance. Promise can take action against all or some of the promisors.
31. Anticipatory breach: contracts that describes a declaration by the promising
party to a contract, that he or she does not intend to live up to his or her
obligations under the contract.
32. Contract must be performed within reasonable time, if time is not specified.
33. Time is assumed to be of essence in commercial contracts. Place of performance
should be reasonable.
34. Impossibility: When promisor promises to do something that he knows is impossible
or could have after reasonable due diligence known that it is impossible, and the
promisee did not know, the promisor must compensate the promisee.
35. Doctrine of frustration: Contract becomes impossible because the promisor could
not prevent it, contract becomes void.
36. Novation: Substituting old contract for new. However, all parties to earlier contract
must have assented to it.
37. Release, Waiver, Accord and Satisfaction: A promisee may dispense with or remit,
either wholly or in part, the performance of the promise made to him, or extend the
time for its performance, or may accept instead of the original promise, any
satisfaction she thinks fit. A owes a sum of Rs.10,000/- to B. A pays B Rs.5,000/-, and
B agrees to waive the remaining debt, and to release A from the obligation to pay the
same. This amounts to accord and satisfaction, and A is no longer obliged to pay the
 remaining debt
38. If an agreement is discovered to be void, or if it becomes void, for example, due to
frustration, any person who has received some advantage under the agreement must
return it or compensate the person from whom the advantage was received
39. A party to a contract who breaches the contract must compensate the other party
for any loss or damage that arises naturally from the breach, or which the parties
knew, when they made the contract, to be likely to result from the breach of the
contract.
40. If a contract stipulates a sum to be paid if there is a breach, or contains any
other stipulation by way of penalty, the party complaining of the breach is entitled,
whether 30 or not actual damage is proved to have been caused by the breach, to
receive reasonable compensation not exceeding the amount named or as the case
may be, the stipulated penalty. However, even in a case where the losses resulting
from the breach are more than the liquidated damages, the plaintiff cannot recover
an amount higher than the liquidated damages.
41. Indemnity contract: promisor promises to save other party from the loss caused to
the other party because of the conduct of the promisor or another party. (insurance)
indemnifier- indemnified
42. Guarantee: Contract to perform promise/discharge liability of third person if third
person defaults. Creditor- principal-debtor and surety.
43. Indemnity- two party, guarantee- three party
44. Continuing guarantee- extends to a series of contracts.
45. Bailment: Delivery of goods by bailor to bailee for some purpose, and the contract
states that when the purpose is accomplished, the goods will be returned/ disposed
off according to bailor’s instructions. (luggage left at hotel for safekeeping)
46. Bailor must take care of the goods like an ordinary person would. And must return
the goods when time of contract lapses/purpose fulfilled.
47. Pledge- When goods are bailed as security for payment of debt/performance of
promise
48. Agency: Anybody who acts on behalf of a principal and is authorized to do so.
Principle: anybody who acts through an agent is deemed to do it himself. Agent gets
told what to do, not how to do it, unlike employees.
49. Agency is terminated when principal revokes agent’s authority/ agent renounces the
business of the agency/business of agency is completed. Agent must perform duties
per principal’s instructions. Agent can use the money received to fund expenses.
50. Partnership: individuals who come together to form a business, share profits. Mutual
agency. Not SLP, not artificial person.
51. Promissory note: maker promises to pay, BoE: maker directs another person to pay.
52. Dishonour of cheques- drawer is strictly liable. Civil suit for recovery, and criminal
suit for dishonoured cheque can be simultaneously filed. Notice of 30 days, cheque
has to be deposited for 6 months.
53. Lien, pledge, hypothecation, bailment, economic hardship- not acknowledged.
54. Frustration: events outside control rendering promise- either illegal or impossible.
Does not include economic hardship
55. Contract for sale: agreement to sell at future date, contract of sale: sell rn
56. Contract of service: employees, contract for service:
57. Lien: right of creditor to retain property till debt is paid off.
On egood thing
ARBITRATION AND CONCILIATION

1. Part I: Domestic and International Arbitration. Part II: Enforcement of foreign awards
2. Part two is not very extensive. So Courts began to interpret to say that sections of
Part I are also applicable to Part II (such as Section 9 for interim measures was
applicable to
3. Difference between arbitration conciliation mediation and negotiation
4. Types of arbitration- ad hoc institutional, foreign etc
5. Difference between seat of arb and venue of arb
6. BALCO, Bhatia
COMPANIES ACT:

1. 5 major changes in Companies Act, 2013- consolidated financial statements, one

person company, associate company, private company 50 to 200, fixed financial year
as March 31
2. drag along rught- A drag-along right is a right that enables a majority
shareholder to force a minority shareholder to join in the sale of a company.
The majority owner doing the draggingmust give the minority shareholder the
same price, terms and conditions as any other seller.
3. tag along rights.- The right assures that if themajority shareholder sells their
stake, minority holders have the right to join the deal and sell their stake at the
same terms and conditions as would apply to themajority shareholder.
4. The other oft-used terms are “drag” and “tag”. Simply stated, “drag” means “if I sell,
you will be required to sell with me” and “tag” means “if you sell, I will have the right
to sell along with you”.
5. A right of first offer is a contractual obligation by the owner of an asset to a rights
holder to negotiate the sale of an asset with the rights holder before offering the
asset for sale to third parties. If the rights holder is not interested in purchasing
the asset or cannot reach an agreement with the seller, the seller has no further
obligation to the rights holder and may sell the asset.
6. A right of first refusal is a contractual right of an entity to be given the
opportunity to enter into a business transaction with a person or company before
anyone else can. If the entity with the right of first refusal declines to enter into a
transaction, the owner of the asset is free to open the bidding up to other
interested parties
7. Plenary powers
8. Organs of a company- Board of Directors, General Meeting.
9. Powers of Board of Directors: Section 179: make calls for payment of share money,
approve mergers amalgamations, issue securities, approve financial statements,
invest funds, approve loans etc.
10. Individual director has no right to represent board/company unless the board had
authorised him to do so.
11. Powers are wielded collectively, duties owed individually.
12. AoA may curtail powers of BoD.
13. Powers of General Meeting: to appoint BoD, remove BoD, appointing auditor, amend
AoA
14. A subsidiary company may not hold shares in the holding company.
15. Classification of Companies:
a. Mode of Origin: chartered, statutory and registered
b. Nature of liability: limited by shares, limited by guarantee, unlimited.
c. Regulatory: private and public
d. Purpose: charitable, (s.8, s.25) profit venture
e. Govt companies
f. Foreign companies
g. Used to be producer companies- no more.
16. Private Company: 2-200 members, not listed- private placement, shares are not
freely transferable, 2 directors, none needed to be independent
Public companies: minimum 7 members, needs to be listed, shares are freely
 transferable. 3 directors minimum, 1/3 directors need to be independent.
17. group company" is one where two or more companies can exercise
26% of voting rights, or can appoint majority of the board members in
the other company.
18. Holding company- controls composition of board of subsidiary company, atleast 50%
of voting power, subsidiary company.
19. Difference between preference and equity shares: ESH have voting rights, PSH only
have voting rights only where there is a reduction in equity (limited voting rights).
Preference shares get dividend over that of equity share holders. Pref shares are
redeemed after 20 years except infrastructure companies. Preferential right to
dividend. Fixed rate of dividend. Preference upon return of capital.
20. Associate company: one company having significant influence- controls at least 20%
of the total share capital of another.
21. Dormant company: No significant accounting transactions- meant to hold an asset or
intellectual property.
22. Key Managerial Personnel: CEO, CFO, MD, CS etc
23. Consolidated financial statements: statements of holding and subsidiary company
are made together, so as to display the economic status of both.
24. Cannot have a business run by more than 50 people unless it’s a registered company.
Unless it is a partnership of professionals or HUF
25. Charitable companies: Not for profit, philanthropic purposes, profit is not distributed
as dividend
26. Corporate Criminal Liability: 1. Identification Doctrine: Person must be sufficiently
important in corporate structure to be able represent the company’s directing mind
and will. So that his acts can be identified with the company’s itself. 2. Attribution:
Person who’s act & knowledge can be attributed to that of the company’s. Offences
under Companies Act: Fraud, related party transactions, tampering with minutes of
meetings, etc.
27. One person Company: one natural person only as a member- benefit of separate
legal personality and perpetual succession is available to him. Name of successor
needs to be put in MoA, no AGM required, no cash flow statement required.
28. Foreign Companies: Incorporated outside India, place of business is in India. Even
electronic presence (not physical) is enough.
29. SLP: company has its own rights and duties, separate from its members. It is capable
of suing, and being sued. No physical form/mind of its own.
30. Shareholders do not own the company.
31. Company ends only by: winding up, registrar strikes name off register, merger
32. SLP can be lifted in cases where the company is a mere sham, in cases of fraud.
33. Registered office is residence of company, domicile is where company is incorporated
34. If profits of subsidiary company are really the profits of holding company, persons
conducting business appointed by parent company, if parent company is the head
and brain of the trading venture.
35. Shadow director- no official title or role, but has control over directors. They act
according to his directions. (Also called a de facto company)
36. Nominee director- usually a representative of a bank/investor/lender who is a non
executive director of
37. Promoter- people who conceive the idea of the company, and then take steps
 towards its formation- setting up BoD, finance, constitution, etc.
38. Promoters are fiduciaries- have duty to not make secret profit and to make full
disclosures.
39. MoA- framework within which company works- name, objects, regd office, liability,
capital ONLY.
40. AoA- internal regulations of company.
41. Doctrine of ultra vires: when acts of company are beyond the scope of the objects
clause of the memorandum.
42. An act covered by articles of association can be ratified by majority principle.
It is called ‘Indoor Management’.
43. Objects- can undertake functions ancillary, incidental, essential functions.
44. Entrenchment provisions under Articles of Association- make amendments more
difficult than just a special resolution. May be included in AoA
45. MoA and AoA may be altered by special resolution
46. Quasi capital reserves are capital redemption reserve, securities premium account-
treated as capital but only usable for certain purpose. CRR is used for buyback and
redemption of pref shares.
47. Once Registrar is satisfied that all documents are filed, certificate of incorporation is
issued. This certificate is conclusive proof of incorporation and incorporation cannot
be challenged. Except: object is illegal, trade union cannot be incorporated.
48. Constructive Notice: persons dealing with a company are deemed (or
"construed") to have knowledge of the company's articles of association and
memorandum of association.
49. Doctrine of Indoor Management: persons contracting with a company are
presumed to know the provisions of the contents of the memorandum and articles,
they are entitled to assume that the officers of the company have observed the
provisions of the articles. It is no part of duty of any outsider to see that the company
carries out its own internal regulations. Exceptions: forgery, fraud.
50. Shareholders Agreement: A binding contract between the shareholders of a
corporation, defining the shareholders' rights, privileges, protections and
obligations
51. IF there is a conflict between SHA and AoA on transferability of shares, the latter
prevails.
52. AoA is altered by special resolution, Conversion of public company to private
company will need approval of NCLT
53. Pre-incorporation contracts: Contracts which are entered into by promoters with
parties to acquire some property or right for and on behalf of a company yet to be
formed. Pre-incorporation contracts may be undertaken by the company after its
incorporation either by
(a) incorporating the contract in the terms of incorporation, or
(b) by entering into a fresh contract with the other party or with the promoters, or
(c) By accepting the benefits from the contract, either expressly or impliedly.
54. Dividend is not paid out of capital- it is paid out of distributable profits
55. EPS: earnings per share
56. Debt equity ratio should generally not exceed 2:1
57. Post incorporation contract- becomes binding as soon as certificate to commence
business is issued, without ratification
CORPORATE FINANCE

1. Public Company may raise money through- public prospectus, private placement of
rights issue/bonus issue
2. Securities: Shares (Preference and Equity), Debentures
Shares: look upar. (non cumulative PS- do not caryy forward last years undeclared
dividend) (participating- entitled to receive share of surplus profits, apart from fixed
dividend) (convertible- can be converted to equity shares)
Dividend is only an arrear if it is declared. Payment must be done within 30 days of
declaration.
Shares cannot be issued at discount, except sweat equity shares.
When market value is more than face value of shares- premium.
If dividends are in arrears for more than 2 years for PS, voting rights can be assumed.
Debenture holders are creditors. a long-term security yielding a fixed rate of interest,
issued by a company.
3. Acceptance of Deposits
4. Loan
5. Charge: need to be registered with Registrar of Charges
6. Lease & Hire Purchase: Financial leasing, Equipment leasing
7. Financial markets: Money Market (Short term, less than 1 year, RBI), Capital Markets
(more than 1 year, SEBI, long term): primary market: issue of shares, secondary
market: trading, transferring.
8. SEBI does not interfere when private placement is made. Only has jurisdiction over
listed companies.
9. Public offer is made to more than 50 people.
10. Red herring prospectus- one where price and quantity of shares is not mentioned- to
make sure the issue of shares is successful.
11. Green Shoe Option: issue more shares than you have initially planned.
12. Circuit Breaker: if there is more fluctuation than 10-15%, there is automatic
suspension of trading- to see what is causing the manic buying/selling.
13. Listing agreement: Agreement with SEBI- company, stating the minimum
requirements/compliances needed, so as to ensure contd listing.
14. Sebi- trading of securities- marketplace- stock exchanges
15. Syndicate members- assists issuers inprocuring and accepting apps for subscriptions.
(non mandatory)
16. Merchant bankers- mandatory- manages issues, advice, DD
17. Sweat Equity Shares: Shares are issued to employees, managers, directors at discounted price or
free for know-how and services to the company. Can be issued to promoters. Lock in period of 3 years.
18. Cannot give financial assistance to a person to purchase shares in your company or
your holding company
19. Buyback: occurs is when the issuing company pays shareholders the market value
per share and re-absorbs that portion of its ownership that was previously
distributed among public and private investors. Usually through tender/ long period
of time. Improves EPS/ prevent unwelcome takeover/push share price (by reducing
supply). Purchase is through tender/ over time in open market, and is made out of
CRR, SPR, etc. must be authorized by its articles; a special resolution has been passed
at a general meeting of the company authorizing the buy-back, but the same is not
required when i. The buy-back is 10% or less of the total paid-up equity capital and
 free reserves of the company; and ii.such buy-back has been authorized by the Board
by means of a resolution passed at its meeting; The buy-back is twenty-five per cent
or less of the aggregate of paid-up capital and free reserves of the company. But in
case of Equity Shares, the same shall be taken as 25% of paid up equity capital only.
Debt equity ratio should be 2:1

20. Reduction of Capital: improve capital efficiency- adjust capital against assets, return
surplus capital etc. Methods: Reduce the face value of the shares from Rs. 10/ share
to Re. 1/ share, Return Rs. 9/share to each shareholder uniformly. Need confirmation
by the Tribunal, special resolution (cant be in arrears of deposits, interests payable
etc)
21. ESOPS: Offer to employees (after special resolution by company): Price may be
determined by company (but is less than instrinsic value) . SEBI Regulations. Helps
retain employees, because they have an additional interest to perform better. Usually
employees have to work for certain period before they can exercise the option.
Cannot be issued to promoters. No lock in period mandatory.
22. Bonus Issue: Fully paid up bonus shares issued to shareholders, from capital
redemption reserve/securities premium account.
23. Rights Issue: An issue of shares to company’s existing shareholders, that enables
them to purchase shares directly from the company, in proportion to the already
existing shareholding. Must be made with approval of BoD.
24. Preferential Issue: process by which allotment of securities/shares is done on a
preferential basis to a select group of investors BUT does not cover in its ambit the
non-convertible preference shares and any other security not convertible into equity
shares at a future date
25. Private placement: same
26. Convertible debentures
27. Prospectus: Invitation (to subscribe to shares). Liability of makers is for active
misstatements and material omissions. Liability is both civil and criminal. (Class
action suits may be filed)
28. Shelf prospectus: you don’t issue prospectus again and again- standard prospectus.
29. Pari passu clauses- debentures of the same series will rank equally without one being
preferred from another
30. Forfeiture of shares: A forfeited share is a share in a company that the owner
loses (forfeits) by failing to meet the purchase requirements. Requirements
may include paying any allotment or call money owed, or avoiding selling or
transferring shares during a restricted period.
31. Further Issue of Shares: Done through further public offer/ bonus issue/ rights issue

CORP II

1. Minimum 2 directors in private company, 3 directors in public company and 1

director in OPC
2. Main functions: administration of the company, production of A/cs of the company.
Appointed by the GM
3. Maximum of 15 directors- more if special resolution, CG approval if 1956
4. Appointed by shareholders at GM
5. BoD acts for the company, not the shareholders (fiduciary duty)
6. Managing Director/- unless otherwise mentioned in AoA, not very diff from executive
director
7. Alternate directors- D who act in each others absence.
8. whole time director-
9. Women director- every company with 100cr paid up share capital needs to have at
least 1 woman on the BoD.
10. Independent Director- mostly around to keep a check on executive directors, don’t
exercise any judgment.
11. Executive, non-executive director: Day to day affairs, actual authority to deal with 3
rd parties, representing company. Executive directors get salary, non executive rarely
even get remuneration.
12. Wields powers collectively, owes duties individually
13. 1/3 directors of public companies must be independent
14. If AoA give BoD certain powers, GM cannot interfere in powers of BoD.
15. Directors are fiduciaries of the company. NOT SHAREHOLDERS
16. Powers of BoD
17. Powers to be exercised with approval of GM
18. Fiduciary Duties (higher standard of care) of Directors: To not act in contravention to
the powers of the company, the promote the objects of the company, to disclose
wrongdoings of fellow directors
19. If there is a deadlock between directors, Gm decides.
20. Related Party Transactions: approval is necessary to conduct RPTs- must be
conducted at arms length. RPTs need approval of BoD/Audit Committee.
21. An auditor is usually a third party that verifies the accounts of the company. He does
not make the accounts himself.
22. First auditor appointed by BoD, subsequently at AGM
23. Incorporation: DSC, DINs, Name approval, Draft and file your MoAs and AoAs, then
you need to obtain a certificate of incorporation from the registrar
24. Accounting system works on double entry, accrual system
25. Annual fin statements must be filed with RoC
26. Dividends can be made out of accumulated profits from previous years. BoD
declares, approved by GM.
27. Powers of chairman: He is the casting vote in case of a tie, adjourn meetings, etc.
28. Ordinary resolution: simple majority of those present and voting. Special resolution:
75% of those present and voting.
29. Meetings: AGM 1st within 9months from beginning of financial year, subsequent ones
6 months from the close of the financial year, EGM: whenever Board wants them-
short notice, urgent matters., Class meetings, Board: Board meeting, Committee
meetings
30. Companies can have more than one managerial director
Foss v Harbottle: The majority rule stands for the proposition that the decisions and choices
of the majority will always prevail over those of the minorities. Thus, decisions of majority
will bind minorities also.
MERGERS, ACQUISITIONS

1. Amalgamation- When Co A and Co B join together to form Co C. CoA and CoB cease
existence
2. Merger- CoA merges with CoB, CoA is no longer in existence
3. Takeover- special form of acquisition that occurs when a company takes control of
another company without the acquired firm's agreement. Takeovers that occur
without permission are commonly called hostile takeovers.

SPECIAL RESOLUTION

EGM<AGM< GM

In broadcasting, over-the-top content (OTT) is the audio, video, and other media content
delivered over the Internet without the involvement of a multiple-system operator (MSO) in the
control or distribution of the content

Internet of things: concept of basically connecting any device

with an on and off switch to the Internet (and/or to each other).
This includes everything from cellphones, coffee makers,
washing machines, headphones, lamps, wearable devices and
almost anything else you can think of.

Trust and Equity