Q1.

Ans-Discharge refers to the termination of contractual relationship between

the parties.The contract ceases to operate,i.e.,when the rightsand obligations
under the contract ends.According to sections 73-75 of the contracts Act,a
contract may be discharged in several modes.
Performance or tender-The obvious mode of discharge of a contract is by
performance,where the parties have done whatever was contemplated under the
contract.Thus,where A contracts to sell his/her car to B for Rs.1,85,000,as soon
as the car is delivered to B and B pays the agreed price for it ,the contract comes
to end by performance.The tender or offer of the performance has the same
effect as the performance.If a promisor tenders performance of his/her promise
but the other party refuses to accept it,the promisor stands discharged of his/her
obligations.
Mutual consent-Section 62 of the act states that if the parties to contract
agree to substitute anew contract for the old or rescind or alter the terms, the
original contract is discharged.A contract may be discontinued by mutual
consent in any of the six ways,viz.,novation rescission,alteration and
remission,waiver and merger.Novation means substitute of new contract for the
original one.
Impossibility of performance-A contract may be discharged because of
impossibility of performance.There are two types of impossibility:

One that is inherent in the transaction(i.e.,the contract)

One that may emerge later by the change of certain circumstances
material to the contract.

Operation of law-Discharge by operation of law may take place in three ways:

i)By death of the promisor in cases involving personal skill or abilty
ii)By insolvency,where an order of discharge is passed by an insolvency court
and the insolvent stands discharged of all debts incurred previous to his
adjudication.
iii)By mereger.
Q2.Ans-Meaning-Power of attorney is defined by Section 2(21)of the stamp Act
as including any instrument not chargeable with a fee under the law relating to
court fees for the time being in force,that empowers a specified person to act
for and in the name of the person executing it.It is the powers of attorney Act ,
1882 that deals with the subject but does not define it.In common parlance,a
power of attorney is an instrument or deed by which a person is empowered to
act for and in the name of the person executing it.The person executing the deed
is known as the principal or donor or the one in whose favour it is executed is the
agent,or the power agent or the power of attorney agent.
Power of attorney may be special or general-If the conferring power by one
to another relates to one single transaction,it is known as special power of

attorney.if the deed coferring power relates to several transaction it is general

power of attorney.
Registration-As a general rule ,registration of power of attorney is not
necessary.however if it authorises the done to recover the rent of an immovable
property of the donor fr the donees benefit, it would require a registration ,Also a
power creating a charge in favour of the done upon an immovable property
reffered to therein will need a registration.
Further,Section 32(c)of the Registration Act,1908,requires that where a
document is presented for registration by the agent of a person entitled to
present it for registration,such agent must be duly authorised by power of
attorney executed and authenticated in manner as mentioned in section 33 of
the act.
Such a power of attorney is to be executed before and authenticated by a
registraror sub registrar.Unregistered power executed in a foreign country before
a public notary can be used by the agent for presentation of document for
registration.The power of attorney however executed before a public notary in
india will not enable the agent to present any document for registration under
the Registration Act,1908.
Power of attorney is required to be embossed on non-judicial stamp paper.The
amount of stamp duty varies with different types of powers as described in the
stamp act and varies in different states of india.Section 4 of the power of
attorney Act,1882,provides that the original deed of power can be deposited in
the high court in whose jurisdication the principal resides.Moreover,a certified
copy of the deed can be obtained from the high court.Such certified copies are
equal to originals and are binding on all.
Q3.Ans-Section 58 lays down procedure of registration of partnership firms.A
partnership firm may be registered at any time by post ,or delivering to the
Registrar of firms of the area in which the business of the firm is situated or
proposed to be situated ,a statement in the prescribed form and accompanied by
the prescribed fee,stating:

Firms name
Place or the principal place of business
Names of any other places where the firm carries on business
Date when each partner joined the firm
Names in full and addresses of the partners and
Duration of the firm

The statement must be signed by all partners or by their agents especially

authorised in that behalf and duly verified.when the registrar of firm is satisfied
that the provisions of section 58 have been duly complied with,he/she registers
the firm by recording an entry of the statement in register called the register of
firms and files the statement(section 59).The Registrar then issues a certificate

of registration .Registration is effective from the date when the registrar files the
statement and makes entries in the register of firms.
Registration of firms is optional-The Act does not provide for compulsory
registration of firms.it is optional and there is no penalty for non
registration.however,section 69 has effectively ensured registration of firms by
introducing certain disabilities that an unregistered firm suffers from.
Q4.Ans-Breach of condition to be trated as breach of warranty-According
to Section 13,under certain circumstances,a breach of condition is to be treated
as a breach of warranty,i.e.,the right to repudiate the contract is deemed to have
been lost.These circumstances are:

Where a contract of sale is subject to any condition to be fulfilled by the

seller,the buyer may either :
o Waive the condition
o Elect to treat the breach of the condition as abreach of warranty.
o In such situation ,the buyer is active and is either waiving the
condition or electing to treat the breach of condition as a breach of
warranty.if the buyer decides to waive the condition,he/she cannot
later on insist that the condition be fulfilled.where the buyer treats
the breach of condition as a breach of warranty,he/she has to give a
notice to the seller that effect.
There is also a compulsory treatment of breach of condition as
abreach of warranty.where the contract of sale is not severable and
the buyer has accepted the goods or part thereof,the breach of any
condition to be fulfilled by the seller can only be treated as a breach
of warranty.however,the agreement may provide otherwise,i.e.may
permit repudiation of the contract in spite of the acceptance of the
goods by the buyer.
Express and implied conditions and warranties-Condition and
warranties may be either express or implied.They are said to the
expresswhen the terms of the contract expressely,provide for them.They
are said to be implied when the law deems their existence in the contract
even without their actually having been put in the contract.however an
implied condition or warranty may be negative by an express term to
contrary.section 62recognises the following two principal:

What is expressed makes what is implied to cease, and

Custome and agreement overrule law.

Express condition or warranty-These may be of any kind that the

parties may choose to agree upon.for example,it may be agreed that deliver of
goods shall be made or taken on or before a certain date.similarly,in a contract
of sale of a car ,express warranty as to its soundness may be incorporated.
Implied conditions and warranties-Sections 14-17 state that
conditions and warranties are deemed to be incorporated by law in every

contract of sale of goods unless the terms of the contract show a contrary
intention.The implied conditions are:

Condition as to title(Section 14)

Sale by description(Section 15)
Condition as to quality or fitness for buyers purpose(Section16(1))
Condition as to merchantable quality(Section 16(1))
Condition as to wholesomeness
Implied condition in the case of sale by sample (Section 17)
Implied condition in the case of sale by sample as well as
description (Section 15).

Q5.Ans-Filing a complaint:-There is no fee for filing a complaint before any of

the aforeside bodies.The complaint or their authorised agent can present the
complaint in person.The complaint can also be sent by post to the appropriate
forum/commission.The complaint should be addressed to the president of the
forum/commission.A complaint should contain the following information:

Name,description and address of the complaint

Name ,description and address of the opposite party or parties ,as the
case may be,as far as they can be ascertained
Facts relating to complaint and when and where it arose
Documents,if any,in support of the allegations contained in the complaint
Relief that the complaint is seeking.

Admission of the complaint(Section 13):

Procedure in respect of goods where the defect requires no

testing or analysis:-The District forum should send a copy of admitted
complaint within 21 days of admission.He should be instructed to provide
his version of the case within 30 days or may be granted a further
extension of 15 days,at the discretion of the forum.if the opposite party
disputes the allegations or fails to take any action,the forum can settle the
disputes as specified in the act.
Procedure in respect of goods where the defect requires analysis
or testing:-With respect to goods which need to be tested or analysed for
defects,the districts forum should obtain a sample of goods from the
complainant and should take steps to steal and authenticate the sample
and send it to the appropriate laboratory for testing or analysis.This
exercise should be carried out to ascertain whether the goods suffer from
defects alleged by the complainant and the results of such tests must be
provided within 45 days.This period may be extended by the forum,if
necessary.The complainant is obliged to bear the necessary charges
towards the analysis/testing and needs to deposit these fees to the
laboratory which undertakes the test or analysis.Upon receiving the
report,the forum then forwards a copy of the same,along with its
remarks,to the opposite party seeking clarification.Any disputes with
respect to the laboratorys findings must be countered by written

objections from the concered party.The forum then provides reasonable

opportunity for both the complainant and the opposite party to be heard.
Q6.Ans-Section 2(46)defines a share as a share in the share capital of a
company and includes stock except where a distinction between stock and share
is expressed or implied.This definition does not encompass the meaning of a
share.A share of a company in the hands of shareholder signifies a bundle of
rights and obligations.However a share is not a negotiable instrument.
Section 83 requires that each share in a company having a share capital must be
distinguished by its appropriate number.The companies Act,1999,amended
section 82 to the effect that for the world sharesthe wordssharesand
debentures shall be substituted.
Classes of shares

Preference
Equity or ordinary
Deferred or Founders

A public company and a private company that is a subsidiary of public company

may not issue shares other than equity,preference and cumulative convertible
preference shares(CCPS).
Preference shares-A preference share is one that carries the following two
rights over holders of equity shares:

A preferential right in the respect of dividends at a fixed amount or at a

fixed rate and
A preferential right in regard to repayment of capital on winding up.

Equity shares-Equity share means a share that is not preference share (section
85).The rate of dividend is not fixed.The board of directors recommends the rate
of dividend that is then declared by the members at the annual general
meeting .before recommending divinded on equity shares,the board of directors
have to comply with the provision of law as regards depreciation transfer of a
minimum amount to reserves,etc.The holdrers of the equity shares have voting
rights in proportion to the paid-up equity capital of the company (section 87(1)).
Deferred or founders shares-A private company can issue shares of a type
other than those discussed above (section 90).Thus, it may issue what are known
as deferred shares. As deferred shares are normally held by promoters and
directors of the company,they are usually called founders shares.
Mettings-A company is an artificial person therefore,must act through some
human intermediary.The various provisions of law empower shareholders to do
certain things.They are specifically reserved for them to be done in companys
general meetings.Section 291 empowers the board of directors to manage the
affairs of the company.In this context,meetings of shareholders and directors
become necessary.The act has made provisions for following different types of

meetings of shareholders:(i)Statutory meeting;(ii)Annual general meeting;

(iii)Extraordinary general meeting;and (iv)Class meetings.
Statutory meetings(Section 165)
The most important legal provisions regarding statutory meetings are:

It is required to be held only by a public company having share capital.A

private company or a public company registered without share capital is
under no obligation to hold such a meeting.
It must be held within a period of not less than one month and not more
than six months from the date on which the company is entitled to
commence business.
At least 21 days before the day of meeting,a notice of the meeting is to be
sent to every member stating it to be a statutory meeting.

Annual general meeting(AGM)(Section 166-168)

As the name signifies,this is an annual meeting of a company,The provisions
relating to this meeting are:

Every company,whether public or private,having a share capital or

not,limited or unlimited must hold this meeting.
The meeting must be held in each calendar year and not more than 15
months shall elapse between two meetings.However,the first AGM may be
held within 18 months from the date of its incorporation and if such
general meeting is held within that period,it need not hold any such
meeting in the year of its incorporation or in the following year.The
maximum gap between two such meetings may be extended by three
months by taking permission of the registrar,who may so allow for any
special reason.
The meeting must be held
o On a day that is not a public holiday
o During business hours
o At the registered office of the company or at some other place
within the city,town or village in which the registered office is
situated.

Extraordinary meeting(EGM)
Clause 47 of table A provides that all general meetings other than AGMs shall be
called the EGMs.The legal provisions as regards such meeting are :

EGM is convened for transacting some special or urgent business that may
arise in between two AGMs,for instance change in the objects or shift of
registered office or alteration of capital.All business transacted at such
meetings is called special business.Therefore,every item on the agenda
must be accompanied by an Explanatory statement.

Class meetings

A company has two classes of shares-equity shares and preference shares.The

class meetings are held for these different classes of shareholders,as and when
their rights are affected.