What is Ethics?
&
CONTRACT
= OFFER + ACCEPTANCE + LEGAL OBLIGATION
ESSENTIAL ELEMENTS OF A VALID CONTRACT
A husband promised his wife to pay his wife a household
allowance of £ 30 every month. Later, the husband failed to pay the amount. The
wife sued for Allowance. Held, Ag. Was not having any intention to create legal
relations, it was mere Domestic Agreement.
INTERPRETATION OF COMPANY LAW
“Articles means the Articles of Association of a company as originally framed or as altered from time to time in pursuance of any previous companies law or of this Act, including so far as they apply to the company, the regulations contained as the case may be”.
FORMS
In Table B in the Schedule annexed to Act No. 19 of 1857, or
In Table A in the First Schedule annexed to the Indian Companies Act, 1882, or
In Table A in the First Scheduled annexed to the Indian Companies Act, 1913, or
In Table A in Scheduled I annexed to this Act.”
SCOPE
The articles of association are subordinate to the memorandum of association of the company.
The articles contain the internal regulations of the company.
The provisions of the articles must not be inconsistent with or repugnant to any of the provisions of the memorandum of the Act.
CONTENTS
Articles usually contain provisions relating to the following matters.
Share capital, rights of shareholders, variation of these rights, and payment of commissions, share certificates.
Lien on shares.
Calls on shares
Transfer of shares.
Transmission of shares.
Forfeiture of shares.
Conversion of shares into stock.
Shares Warrants.
Alteration of Capital.
CONTENTS
General meetings and proceedings thereat.
Voting rights of members, voting poll and proxies.
Directors, their appointment, remuneration, qualification, powers and proceedings of Boards of Directors.
Manager.
Secretary.
Dividends and reserves.
Accounts, audit and borrowing powers.
Capitalization’s of profits.
Winding up.
ALTERATION
Pass the Special Resolution.
File the copy of the Special Resolution with the Registrar within 30 days of passing the special resolution.
Attach the resolution with every copy of AOA.
Must not be inconsistent with the Act.
Must not conflict with MOA.
Must not sanction anything illegal.
Must be for benefit of the company.
Must not increase the liability of the members.
Must not result into breach of contract.
CONSTRUCTIVE NOTICE
Every outsider dealing with the company is deemed to have the notice of the contents of MOA & AOA.
These documents, on registration with the Registrar, assume the character of public documents.
This is known as Constructive Notice of Memorandum and Articles.
INDOOR MANAGEMENT
There is one limitation to the doctrine of constructive notice of the MOA & AOA of the company.
The outsiders dealing with the company are entitled to assume that as far as internal proceedings are concerned, everything has been regularly done.
They are presumed to have read these documents and to see that the proposed dealing is not inconsistent therewith.
They cannot inquire into the regularity of internal proceedings as required by MOA & AOA. They can presume all is being regularly done.
This limitation of doctrine of constructive notice is known as “DOCTRINE OF INDOOR MANAGEMENT”
It is also called Turquand Rule.
CASE: ROYAL BRITISH BANK VS. TURQUAND
The directors of a company had issued a bond to T. They had the powers under the Articles to issue such bond provided they were authorised by a resolution passed by the shareholders at a general meeting of the company. No such resolution was passed by the company.
Held, T could recover the amount of the bond from the company on the ground that he was entitled to assume that the resolution had been passed.
Thus doctrine of indoor management seeks to protect the outsiders of the company.
Give the Legal Advice.
Under the Articles, the directors of the company had the power to borrow up to Rs. 10,000 without the consent of the directors of the general meeting. The directors themselves lent Rs. 35,000 to the company without such consent and took debentures. Is the company liable to pay Rs.35,000.
Ethics:
- is a branch of philosophy.
- is a normative science because it is concerned with the norms of human conduct
- as a science, it must follow the same rigours of logical reasoning as other sciences.
- as a science, involves systemising, defending and recommending concepts of right and wrong behaviour.
Principles of personal ethics include:
Concern for the well being of others;
Respect for the autonomy of others;
Trustworthiness and honesty;
Willing compliance to law;
Basic justice: being fair;
Refusing to take unfair advantage;
Benevolence: doing good; and
Preventing harm to any creature.
Business ethics is the application of general ethical ideas to business behaviour.
It is based on the principle of integrity and fairness and concentrates on the benefits to the stakeholders, both internal and external. Stakeholder includes those individuals and groups without which the organisation does not have an existence. It includes shareholders, creditors, employees, customers, dealers, vendors, government and the society.
INDIAN CONTRACT ACT, 1872
Contract in simple
language is called an Agreement. Sec:
2(h).
“An
agreement enforceable by Law is a contract.” According to Salmond: - “An
agreement creating legal obligations between the parties is called contract.”
Thus we can say that
CONTRACT = AGREEMENT+
LEGAL OBLIGATION AGREEMENT:- Sec 2(c)
“Every
promise and every set of promises, forming the consideration for each other, is
an agreement.”
Agreement
is an accepted offer when accepted becomes an Agreement. Therefore
AGREEMENT= OFFER +
ACCEPTANCE
&
CONTRACT
= OFFER + ACCEPTANCE + LEGAL OBLIGATION
Thus “Every Contracts are
agreements but all agreements are not contracts.” In order to make a valid Contract,
the parties must have intention to create legal relationship. There must be
legal enforceability of an Agreement then only it can became a valid Contract.
When the parties have no
intentions to create legal relations, the Agreement is mere a social agreement
or domestic Agreement or a friendly Agreement. For e.g. X invites Y to a Tea
party. Y accepts the O and reaches to the place. X is not found there, now Y
cannot sue against X because the parties do not have any intention to create
legal relationship. Here Agreement was mere Friendly Agreement. Moreover,
According to Section 2(j) “ A contract which ceases to be enforceable by law
becomes void when it ceases to be enforceable.”
How Contract is
made Possible?
OFFER
/ PROPOSAL
When
one party asks to do something he is said to have made an offer.
According
to Section 2(a) “When one person signifies to another his willingness to do or
to abstain from doing anything, with a view to obtaining the assent of that
other to such act or abstinence, he is said to make a proposal.”
ACCEPTANCE
According
to Section 2(b)
“When one person
to whom the proposal is made, signifies his accent there to the proposal is
said to be accepted. A proposal when accepted becomes a promise.”
OFFER &
ACCEPTANCE may
be
I.
by
oral
II.
by
written
III.
by
conduct
ESSENTIAL ELEMENTS OF A VALID CONTRACT
1)
OFFER & ACCEPTANCE: - [2(a), 2(b)]
·
There
must be minimum two parties entering into a Contract.
·
One
party is offeror and other is Acceptor.
·
Offer
when accepted becomes an Agreement.
·
Such
an Offer and Acceptance must be valid and not illegal.
·
The
terms of Offer must be definite & certain.
·
Offer
may be conditional.
·
Offer
may be specific or general.
·
Offer
& Acceptance may be --- Oral, Written or by conduct
·
For
e.g.: - A asks to B “Well you sell me your Scooter at Rs.20,000?”. B said
“Yes”.
·
This
is an Oral offer & Acceptance. It is a valid Contract.
2)
LEGAL ENFORCEABILITY: -
·
An
Agreement Enforceable by Law is Contract. Section [2(h)].The agreement becomes
a contract only if it is legally enforceable.
·
According
to Section 2(j).“A Contract which ceases to be enforceable by law, becomes void
when it ceases to be enforceable.”
·
Also
an agreement having no intention to create legal rights & obligations are
mere Social Agreements or Domestic Agreements or Friendly Agreements. For e.g.:
- An invitation to a Friend for a cup of tea is not a C. It is mere friendly
Agreement.
For
e.g.: - In Balfour V/s Balfour: A husband promised his wife to pay his wife a household
allowance of £ 30 every month. Later, the husband failed to pay the amount. The
wife sued for Allowance. Held, Ag. Was not having any intention to create legal
relations, it was mere Domestic Agreement.INTERPRETATION OF COMPANY LAW
“Articles means the Articles of Association of a company as originally framed or as altered from time to time in pursuance of any previous companies law or of this Act, including so far as they apply to the company, the regulations contained as the case may be”.
FORMS
In Table B in the Schedule annexed to Act No. 19 of 1857, or
In Table A in the First Schedule annexed to the Indian Companies Act, 1882, or
In Table A in the First Scheduled annexed to the Indian Companies Act, 1913, or
In Table A in Scheduled I annexed to this Act.”
SCOPE
The articles of association are subordinate to the memorandum of association of the company.
The articles contain the internal regulations of the company.
The provisions of the articles must not be inconsistent with or repugnant to any of the provisions of the memorandum of the Act.
CONTENTS
Articles usually contain provisions relating to the following matters.
Share capital, rights of shareholders, variation of these rights, and payment of commissions, share certificates.
Lien on shares.
Calls on shares
Transfer of shares.
Transmission of shares.
Forfeiture of shares.
Conversion of shares into stock.
Shares Warrants.
Alteration of Capital.
CONTENTS
General meetings and proceedings thereat.
Voting rights of members, voting poll and proxies.
Directors, their appointment, remuneration, qualification, powers and proceedings of Boards of Directors.
Manager.
Secretary.
Dividends and reserves.
Accounts, audit and borrowing powers.
Capitalization’s of profits.
Winding up.
ALTERATION
Pass the Special Resolution.
File the copy of the Special Resolution with the Registrar within 30 days of passing the special resolution.
Attach the resolution with every copy of AOA.
Must not be inconsistent with the Act.
Must not conflict with MOA.
Must not sanction anything illegal.
Must be for benefit of the company.
Must not increase the liability of the members.
Must not result into breach of contract.
CONSTRUCTIVE NOTICE
Every outsider dealing with the company is deemed to have the notice of the contents of MOA & AOA.
These documents, on registration with the Registrar, assume the character of public documents.
This is known as Constructive Notice of Memorandum and Articles.
INDOOR MANAGEMENT
There is one limitation to the doctrine of constructive notice of the MOA & AOA of the company.
The outsiders dealing with the company are entitled to assume that as far as internal proceedings are concerned, everything has been regularly done.
They are presumed to have read these documents and to see that the proposed dealing is not inconsistent therewith.
They cannot inquire into the regularity of internal proceedings as required by MOA & AOA. They can presume all is being regularly done.
This limitation of doctrine of constructive notice is known as “DOCTRINE OF INDOOR MANAGEMENT”
It is also called Turquand Rule.
CASE: ROYAL BRITISH BANK VS. TURQUAND
The directors of a company had issued a bond to T. They had the powers under the Articles to issue such bond provided they were authorised by a resolution passed by the shareholders at a general meeting of the company. No such resolution was passed by the company.
Held, T could recover the amount of the bond from the company on the ground that he was entitled to assume that the resolution had been passed.
Thus doctrine of indoor management seeks to protect the outsiders of the company.
Give the Legal Advice.
Under the Articles, the directors of the company had the power to borrow up to Rs. 10,000 without the consent of the directors of the general meeting. The directors themselves lent Rs. 35,000 to the company without such consent and took debentures. Is the company liable to pay Rs.35,000.
The mutual fund collects
money directly or through brokers from investors. The money is invested in
various instruments depending on the objective of the scheme. The income
generated by selling securities or capital appreciation of these securities is
passed on to the investors in proportion to their investment in the scheme. The
investments are divided into units and the value of the units will be reflected
in Net Asset Value or NAV of the unit. NAV is the market value of the assets of
the scheme minus its liabilities. The per unit NAV is the net asset value of
the scheme divided by the number of units outstanding on the valuation date.
Mutual fund companies provide daily net asset value of their schemes to their
investors. NAV is important, as it will determine the price at which you buy or
redeem the units of a scheme. Depending on the load structure of the scheme,
you have to pay entry or exit loadual earnings) and may also levy other fees
and sales commission (called 'load') if units are bought from a financial adviser The term 'mutual fund' has no legal bearing, and may be
referred to as unit investment trust in the US and unit trust in
the UK and other British Commonwealth countries.
An economic system is a
mechanism which deals with the production, distribution and consumption of
goods and services in a particular society and comprises of people,
institutions and their relationships.
Types of Economic
Systems
Market Economic System
Private firms or individuals own means of
production. They make choices about:
What to produce
How to produce
For whom to
produce
- What to produce is answered by consumers
according their demand for goods & services.
- How to produce is answered by the
businessmen. They will choose the production method, which reduces their costs
to reach the higher profit.
- For whom to produce – firms produce goods
& services which consumers are willing and able to buy.
By Parent…
"The pressure to
get good grades is sometimes caused by parents who want their students to go to
a good college or get a scholarship. Sometimes parents needlessly turn their
children into "super kids" who believe that they must do everything
right.
By School or
College…
In some Schools/Colleges
it enforced win or die trying to win. The pressure form teachers are…
Assignment
class test
presentations &
other extra curricular activities.
By Society…
As far as education
goes, it has become far more competitive, so that no matter how much a students
achieves, there is an expectation that they could have done batter.
Introduction
Every year the financial
statements are prepared with a view to exhibit the true and fair financial
position of the concern. But in the current scenario of heavy inflationary
trends in the globe, the position as shown by the financial statements becomes
inflated and hence does not exhibit true and fair view. Under the conditions of
inflation, the prices of all the factors and inputs of the production are on a
constant rise. The value of money declines in real term as the same quantity of
goods is purchased at higher costs. The values attached to the different assets
undergo big change with the changes in price levels and traditional Balance
Sheet fails to reflect current economic position. There is distortion of
figures disclosed by historical Balance Sheet finally leading to the disclosure
of inappropriate financial position. Thus, accounting based on historical cost
concept inflates profits and results in erosion of capacity by way of dividend
payment and tax liability.
Speaking Skill
We must consider the
purpose of learning a language and that is to enable learners to communicate in
the target language. So, it is teacher’s job during the process every second of
language-class is designed to equip learners with the language they need.
The language is a
complex skill. Further it is classified in four sub-skills, they are…
Listening
Speaking
Reading
Writing
Definition
Corporate restructuring
can be defined as any change in the business capacity or portfolio that is
carried out by an inorganic route
or
Any change in the
capital structure of a company that is not a part of its ordinary course of
business
or
Any change in the
ownership of or control over the management of the company or a combination of
any two or all of the above
The world has witnessed
tectonic and tumultuous changes during the last two decades in terms of
unification of Germany, rising economic power of Japan and NICs in the world
market, dismantling of the erstwhile USSR, emergence of new trade blocks,
realignment of economic forces such as the unification of the European
Community, the North American Market, ASEAN, etc; formation of WTO and far
reaching changes in global trading regulations prescribed by it, growing
economic inter dependencies and globalization of markets, free flow of capital
and knowledge, following economic liberalization, greater interactions among
different financial systems of different countries, faster growth in
world trade, integration of world financial markets at unprecedented
reforms across the East European and South Asian Countries, and path
breaking proliferation and convergence of technologies. These changes along
with fast changing demographies of work force, cataclysmic change in
personal, social, familial and cultural values of people and rapidly moving
customers tastes have not only
Amalgamation:
This term
is used only in India. It is an umbrella term which includes both merger
and consolidation. In India, legal requirements for either merger or
consolidation are the same. They are stipulated in sections 390 to 394A and 396
and 396A of the Companies Act, 1956.
Amalgamating company or
transfer or company:
In the
process of merger or consolidation, the company whose assets and liabilities
are transferred to another company and which ceases to exist through the
process of dissolution without winding up is called amalgamating or transfer or
company.
Corruption has been
widely studied and its effect on numerous areas of public and private life are
well documented. Most studies agree that corruption is bad. For example Murphy,
Shleifer and Vishny (1993) show that corruption leads to a misallocation of
talents which is very costly for economy, Shleifer and Vishny (1993) argue that
when the entry of government agencies into regulation activity is free,
corruption leads to so much bribing that it drives private agents out of a
market, and Guriev (2004) shows that corruption "still results in
excessive red tape, even after the bureaucrat reduces red tape in exchange for
bribes". However, it has occasionally been acknowledged that not all forms
of corruption are the same, and that some corruption might actually be good
(see, for example, Leff, Huntigton, and Lui).
This paper uses
cross-country data to examine situations in which corruption may in fact be
beneficial. To do so, this paper separates corruption into two parts: bad
corruption, or corruption which is related to poor institutions, and residual
corruption, or corruption which is uncorrelated with other governance
characteristics. In accordance with previous research, I find that bad
corruption negatively affects economic development. However, I find that
residual corruption is positively correlated with GDP growth, capital
accumulation and productivity growth in countries with poor institutions. My
findings suggest one
important dimension of corruption which has not yet been documented: that
corruption may help overcome the harmful effects of bad corruption associated
with poor institutions.
Let us first define
corruption as use of public office for private gains.1 Using this definition,
it is not clear that corruption is bad for a country’s overall welfare. For
example, Leff (1964) and Huntington (1968) suggest that under rigid regulation
and inefficient bureaucracy, corruption might foster economic growth. In their
model, agents use "speed money" to get around bad laws and
institutions. Additionally, Lui (1985) shows that bribery can be efficient in a
queuing model if agents with higher values of time can use bribes to obtain a
better place in line.
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