Drafting Notes

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2 GENERAL PRINCIPLES OF DRAFTING
DRAFTING – MEANING
Drafting may be defined as the synthesis of law and fact in a language form.
The process of drafting operates in two planes:
- Conceptual
- Verbal
Besides seeking the right words, the draftsman seeks the right concepts. Drafting, therefore, is
first thinking and second composing.
It is the development and preparation of legal instruments such as constitutions, statutes,
regulations, ordinances, contracts, wills, conveyances, indentures, trusts and leases, etc.
CONVEYANCING – ITS MEANING
Conveyancing is the art of drafting of deeds and documents whereby land or interest in land
i.e. immovable property, is transferred by one person to another; but the drafting of
commercial and other documents is also commonly understood to be included in the
expression.
According to Section 2(10) of the Indian Stamp Act, 1899, Conveyance includes a
conveyance on sale and every instrument by which property, whether movable or immovable,
is transferred inter vivos and which is not otherwise specifically provided by Schedule I of the
Act.
DISTINCTION BETWEEN DRAFTING AND CONVEYANCING
Drafting Conveyancing
Sr. No.
1. Drafting gives a general meaning Conveyancing gives more stress on
synonymous to preparation of drafting documentation much concerned with
of documents. the transfer of property from one
person to another.
CS Vikas Vohra (8888 078 078) YES Academy for CS, Pune (8888 235 235)
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DISTINCTION BETWEEN CONVEYANCING AND CONTRACT
Conveyancing Contract
Sr. No.
1. Conveyance does not create any right of Contract remains to be performed and
any action but at the same time it alters its specific performance may be sought
the ownership of existing right. but conveyance passes on the title to
property to another person.
2. Transfer of immovable property is Contracts are governed by provisions
governed by the Transfer of Property of the Indian Contract Act, 1872.
Act, 1882.
3. The deed of mortgage or sale A mere contract to mortgage or sale
would operate as conveyance of such would not amount to actual transfer of
interest. interest in the property.
GENERAL PRINCIPLES OF DRAFTING
1. Fowlers’ five rules of drafting
According to Fowler, “anyone who wishes to become a good writer should endeavour,
before he allows himself to be tempted by more showy qualities, to be direct, simple,
brief, vigorous and lucid.”
His rules states as follows:
(a) Prefer the familiar word to the far fetched (familiar words are readily understood).
(b) Prefer the concrete word to the abstract (concrete words make meaning more clear
and precise).
(c) Prefer the single word to the circumlocution (single word gives direct meaning avoiding
adverb and adjective).
(d) Prefer the short word to the long (short word is easily grasped).
(e) Prefer the Saxon word to the Roman (use of Roman words may create complications
to convey proper sense to an ordinary person to understand).
(f) Always prefer active voice to the passive voice in the drafting of documents.
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2. Sketch or scheme of the draft document
The first rule on which a draftsman must act is that before his draft is commenced, the
whole design of it should be conceived, for if he proceeds without any settled design, his
draft will be confused and incoherent, many things will be done which ought to be done and
many left undone which ought to be done.
3. Skelton draft and its self-appraisal
Once the draft of the document is ready, the draftsman should fill it with available facts, law
applicable, logical presentation of the facts, use of simple language understandable to
layman, avoidance of repetition and conceivable mis-interpretation, elimination of ambiguity
of facts, and adherence to the use of Fowlers’ Rules.
4. Special attention to be given to certain documents
Certain documents require extra care before taking up the drafting. For example, it must
be ensured that contractual obligations are not contrary to the law in the document, where
the facts so warrant to ensure.
5. Expert’s opinion
If the draft document has been prepared for the first time to be used again and again with
suitable modification depending upon the requirements of each case it should be vetted by
the experts to ensure its suitability and legal fitness if the corporate executive feels it so
necessary.
SOME DO’S
1. Reduce the group of words to single word;

2. Use simple verb for a group of words;
3. Avoid round-about construction;
4. Avoid unnecessary repetition;
5. Write shorter sentences;
6. Express the ideas in fewer words;
7. Prefer the active to the passive voice sentences;
8. Choose the right word;
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9. Know exactly the meaning of the words and sentences you are writing; and
10. Put yourself in the place of reader, read the document and satisfy yourself about the
content, interpretation and the sense it carries.
SOME DON’T’S
The following things should be avoided while drafting the documents:
(a) Avoid the use of words of same sound. For example, the words “Employer” and
“Employee”;
(b) When the clause in the document is numbered it is convenient to refer to any one
clause by using single number for it. For example, “in clause 2 above” and so on.
(c) Negative in successive phrases should be very carefully employed.
(d) Draftsman should avoid the use of words “less than” or “more than”, instead, he must
use “not exceeding”.
(e) If the draftsman has provided for each of the two positions to happen without each
other and also happen without, “either” will not be sufficient; he should write “either
or both” or express the meaning of the two in other clauses.
COMPONENTS/PARTS OF A DEED
Following are the components or parts of a document or an instrument or a deed :

I) Non-operative Part.
II) Operative Part
III) Formal Part.
Non-Operative Part
1) Description or Name of the Deed :
It is usual, but not necessary, to begin a Deed by giving it a name. The name should be
indicative of the true contents of the Deed. E.g. Sale Deed, Lease Deed, Partnership Deed.
2) Date and Place of the execution of the Deed :

It is usual to give the date and place on which and where respectively a deed is executed,
either after the name of the deed or at the end before the signatures.
The date and place are state in the following manner :
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This Deed of Sale made at New Delhi on the Sixteenth day of October, Two Thousand and
Five (16.10.2005) between ……………….”
3) Parties to the Deed :

The names and particulars of the parties to the deed shall be given and they shall be given
in such detail so that parties to the deed can be easily identified. It is usual to describe
parties by their name, age, parentage, occupation and residence. In the case of artificial
persons, the particulars such as name of the organization, the law under which it has been
formed and the address of its place of business should be provided.
In case where it is intended that the successors of the parties will also be bound by the
deed, it is usual to add a clause after the description of the parties stating the following :
“The parties shall include their heirs, successors, assigns and legal representatives.”
4) Recitals :
They contain a brief history or in short form the motive for making the deed, Recitals begin
with the familiar words, such as “Whereas the parties are desirous of or have agreed on
some particular course of action, etc. …………………”
Where the operative part of a deed is unambiguous, the recitals have no effect on the
construction of the deed. However, if the operative part is ambiguous, the recitals govern
the construction of the deed.
Recitals carry evidentiary importance in the deed. (Ram Charan V. Girija Nandini)
Operative Part :
After the recitals, the operative part of the deed generally begins with the words : “NOW
THIS DEED WITNESSES THAT …………..”
1) Testatum or Premises :
This part gives effect to the intention of the parties and sets out in detail the transaction
between the parties. It sets out the capacity in which the parties are acting and the
payment and receipt of the consideration.
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2) Habendum :
The purpose of the Habendum is to define the interest conveyed and to set out the
limitations on the property involved. It shows whether transfer is of a life interest or
absolute sale. It mentions whether the property is encumbered or not.
3) Exceptions and reservations :

In this part, all the exceptions and reservations which are intended to be attached to the
transfer should be clearly stated. For e.g. where in a transaction of lease of a piece of land,
if the lessor desires to retain the right to extract the minerals there from, then it should be
specifically provided under the Lease Deed.
4) Convenants :
Every deed must contains the terms and condition by which the parties bind themselves.
However, it is not necessary to mention such convenants which are implied by law, but if
any special terms and conditions are desired which are at variance with the implied
covenants, then these must be clearly stated. For instance, a lease under the Transfer of
Property Act implies the right to sub-let but the parties may impose conditions against sub-
letting.
Formal Part :
1) Testimonium :
This clause sets forth the fact that the parties have signed the deed. It usually begins with
the words : “In witness whereof, the parties aforesaid, namely, ………………. Have on the
day and year just above mentioned put their signatures in the presence of the witnesses.
2) Signature and Attestation :

Immediately after the Testimonium, the parties put their signatures. Thereafter the
witnesses put their signatures.
Where a deed requires attestation, then the executants must sign in the presence of the
witnesses and the witnesses must sign in the presence of the executants. In such a case,
after the signatures of the executants, the following words are written :
“Signed by the above named parties in our presence and we have signed in their presence.”
Then follows the signatures of the witnesses.
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e.g. Gift Deed pertaining to an immovable property requires mandatory attestation.
Where a document consists of more than one page, the parties and witnesses must sign on
each page.
3) Parcels or Description of the Property :

The property is described in details accurately and correctly in this part either by way of a
footnote or by way of a Schedule. The object of the description is to make the property
easily identifiable. For e.g., in the case of documents relating to immovable property, it is
mandatory that there should be a parcel or description of the property in the document.
IMPORTANT CONCEPTS RELATING TO DEEDS AND DOCUMENTS
Interpretation of Deeds and Documents :

In India, in the absence of any legislation on conveyancing, it becomes imperative to have
knowledge about the important rules of law of interpretation so as to put right language in the
documents, give appropriate meaning to the words and phrases used therein, and incorporate
the will and intention of the parties to the documents.
There is no law in India on the interpretation of documents also. However, some of the
relevant principles of interpretation of deeds and documents are discussed below :
Informal Agreements : In interpretation of informal agreements, the rule to be applied is

that of reasonable expectation; that is to say, the agreement is to be interpreted in the sense in
which the party who used the words in question should reasonably have apprehended that the
other party may apprehend them.
Formal Agreements : Where the agreement is formal and written, the following rules of
interpretation may be applied :
1. Any form of written document carries highest evidentiary value in law. Hence formal
agreements play a great role in the courts.
2. In case if the documented evidence is not clear, circumstantial evidence shall be
adopted by the courts.
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3. Clear and unambiguous words prevail over hypothetical meanings.
4. Sometimes a contract is in two parts. At first an executory contract is executed and
later on an executed contract. In case of any difference between the preliminary
contract and final contract, the terms of the final must prevail.
5. Later clause in an agreement always prevails over an earlier clause.
6. The court must interpret the words in their popular, natural and ordinary sense.
7. If certain words employed in business, or in a particular locality, have been used in
particular sense, they must be construed in technical sense.
8. The ordinary grammatical interpretation is not to be followed, if it doesn’t fit with the
general context.
9. Evidence of acts done under a deed can, in case of doubt as to its true meaning, be a
guide to the intention of the parties, particularly when acts are done shortly after the
date of the instrument.
10. As a general rule of construction of documents, the recitals are not looked into, if the
terms of the deed are otherwise clear. If in a deed the operative part is clear, or the
intention of the parties is clearly made out, whether consistent with the recitals or not,
the recitals have to be disregarded.
11. Sometimes a standard form is used, particularly in contracts with government
departments or big corporations. In these standard printed forms, words not applicable
are deleted according to the requirements of individual transactions.
ENDORSEMENT AND SUPPLEMENTAL DEED
Endorsement means to write on the back or on the face of a document wherein it is

necessary in relation to the contents of that document or instrument. The term ‘endorsement’
is used with reference to negotiable document like cheques, bill of exchange, etc. For example,
on the back of the cheque to sign one’s name as Payee to obtain cash is an endorsement on the
cheque. Thus, to inscribe one’s signature on the cheque, bill of exchange or promissory note is
endorsement within the meaning of the term with reference to the Negotiable Instruments
Act, 1881.
Supplemental Deed is a document which is entered into between the parties on the same
subject on which there is a prior document, existing and operative, for adding new facts to the
document on which the parties to the document have agreed, which otherwise cannot be done
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by way of endorsement. Thus, supplemental deed is executed to give effect to the new facts in
the deed.
BASIC COMPONENTS OF DEEDS
DEED
A deed is a writing -
(a) on paper, vallum or parchment
(b) sealed, and
(c) delivered, whereby an interest, right or property passes, or an obligation binding on
some persons is created or which is in affirmance of some act whereby an interest,
right or property has been passed.
Deed is the term normally used to describe all the instruments by which
two or more persons agree to effect any right or liability.
Example: Gift Deed, Sale Deed, Deed of Partition, Partnership Deed, Deed of Family
Settlement, Lease Deed, Mortgage Deed etc.
DOCUMENT
As per section 3(18) of the General Clauses Act, 1897, document means and include any
matter written, expressed or described upon any substance by means of letters, figures or
mark, which is intended to be used for the purpose of recording that matter.
For example, for a banker the document would mean loan agreement, deed of mortgage,
charge, pledge, guarantee, etc.
KINDS OF DEEDS
A good deed is one which conveys a good title, not one which is good merely in form.
A good and sufficient deed is marketable deed; one that will pass a good title to the land it
purports to convey.
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An inclusive deed is one which contains within the designated boundaries lands which are
expected from the operation of the deed.
A latent deed is a deed kept for twenty years or more in man’s escritoire or strong box. A
lawful deed is a deed conveying a good or lawful title.
A pretended deed is a deed apparently or prima facie valid.
Deed Pool is a deed between two or more parties where as many copies are made as there
are parties, so that each may be in a possession of a copy.
Deed Poll is a deed made and executed by a single party e.g. power of attorney, is called a
deed poll, because in olden times, it was polled or cut level at the top. It had a polled or clean
cut edge.
Indenture are those deeds in which there are two or more parties. It was written in duplicate
upon one piece of parchment and two parts were severed so as to leave an indented or vary
edge, forging being then, rendered very difficult.
Cyrographum was another type of indenture in olden times. The word “Cyrographum” was
written between two or more copies of the document and the parchment was cut in a jugged
line through this word. The idea was that the difficulty of so cutting another piece of
parchment that it would fit exactly into this cutting and writing constituted a safeguard against
the fraudulent substitution of a different writing for one of the parts of the original.
Deed Escrow is a deed signed by one party will be delivered to another as an “escrow” for it
is not a perfect deed. It is only a mere writing (Scriptum) unless signed by all the parties and
dated when the last party signs it.
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9 PLEADINGS
PLAINT AND COMPLAINTS
Plaints and Complaints are nearly synonymous. Both of them are form of grievances. We use
the word ‘Plaint’ for the Civil Court and the word ‘Complaint’ for the Criminal Court. Both
essentially focus on filing a grievance against some other party.
Order 6, Rule 1 of Civil Procedure Code (C.P.C.) defines ‘pleading’. It means either a plaint or
a written statement.’ The function of pleadings is to give fair notice of the case which has to be
met so that the opposing party may direct his evidence to the issue disclosed by them.
FUNDAMENTAL RULES OF PLEADINGS
(1) Every pleading shall contain material facts on which the party pleading relies for his
claim or defence, but not the evidence.
(2) Every pleading shall be divided into paragraphs, numbered consecutively.
(3) Dates, sums and numbers shall be expressed in a pleading in figures as well as in
words.
(4) It shall contain
(i) facts only, then again, material facts;
(ii) not law;
(iii) not evidence;
(iv) immaterial facts to be discarded.
(v) deficiency in pleading.
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Material facts: A pleadings shall contain only material facts. Any fact which is not material
should be avoided. Slackness in pleadings is unfair both to the court in which they are filed and
also to the litigants. Material facts should be pleaded concisely.
Not law: In a pleading, there is no scope of pleading a provision of law or conclusion of law.
To find out the law is the duty of the court. Legal effects are not to be stated by the party. The
duty of a pleader is to set out the facts upon which he relies and not the legal inference to be
drawn from them.
Not evidence: Evidence has to be avoided in pleadings. A statement in a concise form of the
material facts on which the party pleading relies for his claim or defence as the case may be but
not the evidence by which they are to be proved.
Immaterial facts to be discarded: Unnecessary details are the facts which are not material
and, therefore, should be discarded.
Deficiency in pleading: Parties are related to each other and know everything. No element
of surprise has been caused to the other party. [Kailash Chandra v. Vinod]
PLAINT STRUCTURE
Every plaint must contain the following things:
(a) the name of the Court in which the suit is brought;
(b) the name, description and place of residence of the plaintiff;
(c) the name, description and place of residence of the defendant, so far as they can be
ascertained;
(d) where the plaintiff or the defendant is a minor or a person of unsound mind, a statement to
that effect;
(e) the facts constituting the cause of action and when it arose;
(f) the facts showing that the Court has jurisdiction;
(g) the relief which the plaintiff claims;
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(h) where the plaintiff has allowed a set-off or relinquished a portion of his claim, the amount
so allowed or relinquished; and
(i) a statement of the value of the subject-matter of the suit for the purposes of jurisdiction
and of court fees, so far as the case admits.
DESCRIPTION OF PARTIES
The description of parties in a plaint is only with the object of securing correct identification of
the party suing and the party sued. Generally, father’s name, occupation, age and caste are
sufficient description of an individual. When the description is defective, it is a case of
misdescription. Misdescription of parties can be corrected at any stage.
In a suit by a joint family firm, the suit was instituted in the firm name. Amendment seeking
addition of individual partners can be allowed as the case is one of misdescription. X suing as
proprietor of ‘Todi Financing Corporation’— amendment sought by describing ‘X’ as partner
of the Corporation and by impleading the retired partner as defendant should be allowed.
WRITTEN STATEMENT
Against the plaint submitted by the plaintiff, the defendant in his reply appears and files a
written pleading by way of defence, which is known as a written statement.
If the defendant fails to file a written statement at or before the first hearing, the court can
extend the time for filing it, if the circumstances permit. (Mehar Chand v. Suraj Bhan)
A subsequent pleading filed by the plaintiff, either in reply to a defendant’s claim of set off, or
with leave of the court, in answer to defendant’s pleas in defence, is also called a “written
statement” or Replication or Rejoinder.
Rules related to written statement
(i) One has to deny the averment of the plaint/petition which are incorrect, perverse
or false. In case averment contained in any paragraph of the plaint is not denied
specifically, it is presumed to have been admitted by the other party.
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(ii) The denial has to be specific and not evasive. [Dalvir Singh Dhilowal v. Kanwaljit
Singh]
(iii) General allegation in the plaint cannot be said to be admitted because of general
denial in written statement. [Union v. A. Pandurang]
(iv) If the plaint has raised a point which is not admitted by the opposite party in the
correspondence exchanged, it is generally advisable to deny such point and let the
onus to prove that point, be upon the complainant. [Syed Dastagir v. T.R.
Gopalakrishnan Setty]
(v) Attach relevant correspondence, invoice, challan, documents, extracts of books of

accounts or relevant papers as annexures while reply is drafted to a particular
paragraph of the plaint;
(vi) The reply to each of the paragraphs of the plaint be drafted and given in such a
manner that no paragraph of the plaint is left unattended. [Vinod Kumar v. Surjit
Kumar]
(vii) After reply, the same is to be signed by the constituted attorney of the opposite
party. If the opposite party is an individual, it could be signed by him or his
constituted attorney or if the opposite party is a partnership firm, the same should
be signed by a partner who is duly authorised under the Partnership Deed. In case
of a body corporate, the same could be signed by any Director, Company Secretary,
Vice-President, General Manger or Manager who is duly authorised by the Board of
Directors of the company.
(viii) If the plaint or reply is not filed by a duly authorised person, the petition would be
liable to be dismissed [Nibro Ltd . v. National Insurance Co. Ltd]
(ix) At the time of filing of petition, if the pleadings are signed by a person not
authorised, the same could be ratified subsequently. [United Bank of India v.
Naresh Kumar]
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(x) The reply/written statement is to be supported by an Affidavit of the opposite party.
(xi) The reply, along with all annexures, should be duly numbered (each page) and be
filed along with authority letter, if not previously filed.
(xii) While pleading against fraud or misrepresentation, party must state the requisite
particulars in the pleadings. [K Kanakarathnam v. P Perumal]
(xiii) The burden of proof lies upon the other side unless, the same has first been
specifically denied.
(xiv) In every pleading, one must state specifically the relief which the party is claiming
from the court or tribunal or forum. While framing the prayer clause, one should
claim all possible relief as would be permissible under the pleadings and the law. The
general principle is that the relief if not prayed for, will not be allowed. [R Tiwary v.
B Prasad]
INTERLOCUTORY APPLICATION
Interlocutory means not that decides the cause but which only settles some intervening matter
relating to the cause. After the suit is instituted by the plaintiff and before it is finally disposed
off, the court may make interlocutory orders as may appear to the court to be just and
convenient. Applications for appointment of Commissioner, Temporary Injunctions, Receivers,
payment into court, security for cause etc are some instances of such application.
ORIGINAL PETITION
- Suits are filed to lodge money claims in civil courts while petitions are filed in High
Courts seeking some directions against the opposite party; mostly the Government.
- There is no legal term like original suit or original petition. The suit which is initially
filed in the first court for the first time is referred as original suit.
- Petitions are Writ Petitions, Arbitration Petitions, Miscellaneous Petitions etc. & not
the original petition. After judgement in suit or petition, if any aggrieved party challanges
it then it is by filing appeal in the higher court which is ordinarily called as Appeal but
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often in some court it is termed as Letters Patent Appeal (LPA) & as Special Leave
Petition (SLP) in Supreme Court.
AFFIDAVIT
An affidavit is a statement or declaration on oath by the deponent. A Court may order that any
particular fact or facts may be proved by affidavit or that the affidavit of any particular witness
may be read at the hearing.
The following rules should be remembered when drawing up an affidavit:
(1) Not a single allegation more than is absolutely necessary should be inserted;
(2) The person making the affidavit should be fully described in the affidavit;
(3) An affidavit should be drawn up in the first person;
(4) An affidavit should be divided into paragraphs, numbered consecutively, and as far as
possible, each paragraph should be confined to a distinct portion of the subject;
(5) Every person or place referred to in the affidavit should be correctly and fully described, so
that he or it can be easily identified;
(6) When the declarant speaks of any fact within his knowledge he must do so directly and
positively using the words “I affirm” or “I make oath and say”;
(7) Affidavit should generally be confined to matters within the personal knowledge of the
declarant, and if any fact is within the personal knowledge any other person and the petitioner
can secure his affidavit about it, he should have it filed. But in interlocutory proceedings, he is
also permitted to verify facts on information received, using the words “I am informed by so
and so” before every allegation which is so verified. If the declarant believes the information to
be true, he must add “and I believe it to be true”.
(8) When the application or opposition thereto rests on facts disclosed in documents or
copies, the declarant should state what is the source from which they were produced, and his
information and belief as to the truth of facts disclosed in such documents;
(9) The affidavit should have the following oath or affirmation written out at the end:
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“I solemnly affirm that my declaration is true, that it conceals nothing and that no part of it is
false”. Any alterations in the affidavit must be authenticated by the officer before whom it is
sworn.
An affidavit has to be drawn on a non-judicial Stamp Paper as applicable in the State where it is
drawn and sworn. It shall be authenticated by the deponent in the presence of an Oath
Commissioner, Notary Public, Magistrate or any other authority appointed by the Government
for the purpose.
(10) Affidavits are chargeable with stamp duty under Article 4, Schedule I, Stamp Act, 1899.
But no stamp duty is charged on affidavits filed or used in Courts. Such affidavits are liable to
payment of Court fee prescribed for the various Courts.
AFFIDAVIT
BEFORE THE HON’BLE HIGH COURT
OF JUDICATURE AT BOMBAY
IN THE MATTER OF
Mr. Tejas Jawale, S/o Mr. K, aged 25 years, R/o Koregaon Park, Pune – 411 003
………….. Petitioner
VERSUS
Starlight Ltd., a company registered under the Companies Act, 1956 having a registered office
at, Kalyaninagar, Pune – 411 003.
Mr. Pawan, Managing Director of the Company
……………. Respondents
AND IN THE MATTER OF
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Article 226 of the Constitution of India
for termination of service of an employee
I, Tejas, S/o Mr. K, aged 25 years, R/o Koregaon Park do hereby solemnly declare and affirm
that :
1. I supplied goods worth Rs 1 Crore (Rupees One Crore only) to the above referred
company on ________ on credit.
2. In connection with the said supply, the company did not pay any amount to me and it
therefore continues to be indebted to me.
3. Since the Hon’ble High Court approved winding up of the said company vide its order
dated ______, I therefore, wish to establish my debt against the said company and
consider this affidavit as a proof of indebtness.
4. Copy of the invoice supplying goods is attached to this affidavit.
5. I am the petitioner in the said matter, fully aware of the facts of the case.
6. The facts stated in the petition and all legal submissions are all believed to be true and
correct to the best of my information, knowledge and belief.
VERIFICATION
Verified at Pune on 1st January 2015 that no material facts have been concealed and all the
information provided herein is true and correct.
BEFORE ME, DEPONENT
NOTARY
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EXECUTION OF DECREE
Application for execution of a decree shall be made by a holder of a decree who desires to
execute it to the appropriate court.
In case the decree has been sent to another court than the application shall be made to such
court or the proper officer thereof. Application for execution of a decree may be either (1)
Oral; or (2) written.
Oral Application: Where a decree is for payment of money, the court may on the oral
application of the decree holder at the time of the passing of the decree, order immediate
execution thereof by the arrest of the judgement debtor, prior to the preparation of a warrant
if he is within precincts of the court.
Written Application: Every application for the execution of a decree shall be in writing
signed and verified by the applicant or by some other person shall contain all the facts as are
required under CPC.
MEMORANDUM OF APPEALS AND REVISIONS
Appeal is an application by which a party requests an appellate court to set aside or modify the
decision of the subordinate court. A right of appeal is not a natural or inherent right but is a
creature of a statute. Parties cannot create a right of appeal by agreement or mutual consent.
The right of appeal is not a matter of procedure, but is a substantive right and can be taken
away only by a subsequent enactment.
The Civil Procedure Code provides for following four kinds of appeals:
Appeals from original decree
Appeals from original decrees may be preferred from any decree, passed by any court
exercising original jurisdiction, to the court authorized to hear appeals from the decision of
such courts on point of law as well as on points of facts. In this case, there is always a right to
appeal, until unless there is a specific prohibition to such a right.
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Second appeals
Second appeals lie to the High Court from any decree passed in appeal by any court sub-
ordinate to the High Court, if the High Court is satisfied that the case involves a substantial
question of law.
In the second appeal, the High Court may, if the evidence is sufficient, determine any issue
necessary for the disposal of the appeal:
(a) which has not been determined by the Lower Appellate Court or both by the Court of first
instance and the Lower Appellate Court, or
(b) which has been wrongly determined by such Court or Courts by reason of a decision on
such question of law.
Appeals against the orders
In general, appeals against the orders are not allowed. However, if it is specifically permitted
under the provisions of law, appeal can be filed against the orders on grounds of defects or
irregularity of law.
Appeal to Supreme Court
An appeal can be filed in the Supreme Court in respect of those decrees which have been
passed by High Courts in their original jurisdiction if the High Court certifies:
(1) That the case involves a substantial question of law of general importance and that in
the opinion of the High Court the said question needs to be decided by the Supreme
Court.
(2) Articles 132 to 135 of the Constitution deal with ordinary appeals to the Supreme
Court:
(i) Appeals in Constitutional cases: Article 132 of the Constitution provides that an
appeal shall lie to the Supreme Court from any judgement, decree or final order of a
High Court in the territory of India, whether in a civil, criminal or other proceedings, if
the High Court certifies under Article 134A that the case involves a substantial question
of law as to interpretation of the Constitution.
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(ii) Appeals in civil cases: Article 133 deals with appeals to the Supreme Court from
decisions of High Court in civil proceedings.
(iii) Appeals in criminal cases: A limited criminal appellate jurisdiction is conferred

upon the Supreme Court by Article 134. It is limited in the sense that the Supreme
Court has been constituted a Court of criminal appeal in exceptional cases where the
demand of justice requires interference by the highest Court of the land.
A criminal appeal from any judgement, final order or sentence in a criminal proceeding
of a High Court can be brought before the Supreme Court without a certificate of the
High Court or with a certificate of the High Court.
(3) Appeal by Special Leave
GROUNDS OF APPEAL
As a general rule, in the grounds of appeal, the following points may be raised:
(a) any mistake committed by the lower Court in weighing the evidence;
(b) any mistake in the view of law entertained by the lower Court;
(c) any misapplication of law to the facts of the case;
(d) any material irregularity committed in the trial of the case;
(e) any substantial error or defect or procedure;
(f) and the defect, error or irregularity of any inter-locutory order passed in the case, whether
the same was appealable or not.
Drafting Grounds of Appeals
(i) Grounds of objection should be written distinctly and specifically;
(ii) They should be written concisely;
(iii) They must not be framed in a narrative or argumentative form; and
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(iv) Each distinct objection should be stated in a separate ground and the grounds should be
numbered consecutively.
Relief Sought in Appeal
It is nowhere expressly provided in the Code that the relief sought in appeal should be stated
in the memorandum of appeal. The absence of prayer for relief in appeal does not appear to be
fatal and the Court is bound to exercise its powers and to give to the appellant such relief as it
thinks proper. However, it is an established practice to mention in the memorandum of appeal,
the relief sought by the appellant.

CIVIL APPELLATE JURISDICTION
Appeal No. _______ of 2015
IN THE MATTER OF
TIN TIN Helmets Limited, a company formed and registered under the Companies Act, 1956
and having its registered office situated at Baga Beach, Panjim, Goa (represented thru Mr A,
MD of the Company)
……….. APPEALLANT
VERSUS
Mr X, age 21 years, having her residence at ________________________________
Kalyaninagar, Pune – 411 004
……….. DEFENDANT

Sec. 2 and other relevant provisions of
Indian Contract Act, 1872
Before :
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Justice Shri. _____________________
May it please the Hon’ble Chief Justice of High Court of Judicature at Bombay and his fellow
Lordships.
The appellant Company most respectfully submits as under:
FACTS OF THE CASE
1. That the appellant company has its manufacturing unit set up at MIDC, Bhosari, Pune –
02 and is in the business of manufacturing helmets.
2. That the respondent has a retail shop of selling helmets with its main operations at Navi
Peth, Pune – 411 003.
3. That through an express contract through the appellant company and the respondent,
the appellant company supplied certain goods to the respondent worth Rs. 1,00,00,000
(Rupees One Crore only)out of which 50% of the sum due was received on the date of
the contract and the remaining 50% was to be paid within a period of one month from
the date of sale. A copy of the contract, particulars of goods sold and proof of receipt
of payment is marked as Annexure 1.
4. That an initial payment of Rs. 50,00,000 (Rupees Fifty Lakhs only) was received from the
respondent by way of a cheque bearing No. ___________ dated ________ and the
same was honoured duly. A copy of the same is marked and attached as Annexure 2.
5. That on account of default in payment of the balance amount on due date, the appellate
sent three legal notices for recovery with an interval of 15 days at the office of the
Respondent. However no reply was received to any of these notices. Copies of the
said notices are marked and attached as Annexure 3.
6. That on account of non-receipt of payment, the appellant filed a suit for recovery of
money before Hon’ble District Court at Pune on _________. Copy of the said
application is marked and attached as Annexure 4.
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7. That the Hon’ble Court issued summons to the other party against which a reply was
submitted by the said respondent on _____________. Copy of the same is marked
and attached as Annexure 5.
8. That after hearing both the parties the Hon’ble Judge dismissed the application on
grounds of insufficient evidence and issued a decree thereof, copy of which is marked
and attached as Annexure 6.
GROUNDS FOR APPEAL
1. That the decision of the learned Judge suffers from basic lacunas of facts as well as law.
2. That the evidence submitted by the applicant company was not given due consideration
and it accordingly disguised the decision of the learned judge.
3. That the cost of litigation including payment of court fee, stamp duty and payment made
to the counsel stands at _______________
4. That the said appeal is filed well within the limitation period as per Limitation Act, 1963.
PRAYER
Having taking into consideration facts and circumstances of the given case, the applicant
company prays that:
1. The impugned order of the Hon’ble District Court be set aside on erroneous and
unjustifiable grounds.
2. The appellant company be awarded with a decree towards the recovery of balance
amount of Rs. 50,00,000 (Rupees Fifty Lakhs only) along with interest at 18% p.a.
3. The appellant company in addition to the said award should also be granted the cost of
legal expenses incurred for recovering the sum due.
A
Managing Director
On behalf of Tin Tin Helmets Ltd
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AFFIDAVIT
I, A, Managing Director of Tin Tin Helmets Ltd. solemnly declare and affirm that to the best of
my knowledge, information and belief all the facts and statements made in the above referred
appeal are true and correct.
Verified at Pune on 3rd January 2015
SWORN BEFORE ME
A
NOTARY ON BEHALF OF TIN-TIN
HELMET LTD
VERIFICATION
Verified at…………………… on this, the…………………… day of…………………, 2015
that the contents of the above appeal are correct to the best of my knowledge and
belief……………………
APPELLANT
REVISION
The High Court may call for the record of any case which has been decided by any Court sub-
ordinate to such High Court and in which no appeal lies thereto, and if such sub-ordinate
Court appears:
(a) to have exercised a jurisdiction not vested in it by law; or
(b) to have failed to exercise a jurisdiction so vested; or
(c) to have acted in the exercise of its jurisdiction illegally or with material irregularity,
the High Court may make such order in the case as it thinks fit:
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REVISION PETITION
OF JUDICIATURE AT BOMBAY
CIVIL APPELLATE JURISDICTION
CIVIL REVISION NO _______________________ OF 2015
IN THE MATTER OF
A, S/O Mr. L, Aged 40 years, R/o Koregaon Park, Pune – 411 003
……….. PETITIONER
VERSUS
B, S/o Mr. K, aged 45 years, R/o Kalyani Nagar, Pune – 411 004
…………… RESPONDENT
Revision Petition against the Order dated
10th December 2014 passed by the
District Court of Pune in a suit entitled
A-V/s. B and Suit No. __________
Before :
Justice Shri. _____________________
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May it please the Chief Justice of Hon’ble High Court of Judicature at Bombay and his fellow
Lordships.
THE PETITIONER MOST RESPECTFULLY SHOWETH :
1. That the Petitioner named above had filed a suit for recovery of money lent in the
course of business, the particulars of such monies is particularly described in the plaint.
2. That the respondent on being summoned appeared before the court and filed his
written statement with the court in response to the claims raised in the plaint of the
Petitioner.
3. That the court directed the Petitioner to show more evidence with respect to such
money lent.
4. That on the previous date of hearing i.e. 5th December 2014, the Petitioner apart from
the written documents, showed upon two witnesses, who were his employees itself.
5. That the court closed the said case / suit upon the grounds of inadequate evidence and
dismissed the request of the petitioner of more time required to show up evidence.
6. That the impugned order prejudiced the interests of the petitioner.
In light of the above stated facts and circumstances, the petitioner prays that his Chief Justice of
Hon’ble High Court take into view all relevant points and set aside the impugned order under
revision and summon upon the lower court in granting reasonable time for enforcing witnesses
on oath.
Petitioner
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Affidavit
BEFORE HON’BLE HIGH COURT
I, A, S/o Mr. L, aged 40 years, R/o Koregaon Park, Pune – 411 003 do hereby declare and affirm
that :
correct to the best of my knowledge.
VERIFICATION
BREFORE ME DEPONENT
NOTARY
APPLICATION FOR SETTING ASIDE EX-PARTE DECREE
A S/o…………… ……… R/o…………………………………………
Plaintiff
Versus
C S/o …………………… R/o…………………………………………
Respondent
The Respondent respectfully states as follows :
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1. That the applicant was one of the defendants in the above case and an ex parte decree has
been passed against him on January 21, 2015.
2. That he was prevented by the reasons disclosed in the annexed affidavit, which he claims
were sufficient, from appearing when the suit was called on for hearing.
The applicant prays that ex parte decree passed against him on January 21, 2015 be set aside.
(Signature of the Applicant)
Place: AB
Date: Advocate for the Applicant
Affidavit
1. I make oath and say that I had to join a marriage ceremony of my sister’s son on January 22,
2015, at Jabalpur, and therefore I left my village on January 18, 2015 and returned from it on
January 30, 2015.
2. I make oath and say that, on January 16, 2015, I had given my papers to Sri Chaman Lal,
Advocate, and had instructed him to file the Vakalatnama and written statement on my behalf
on January 21, 2015, the date fixed for issues.
3. I am informed by Sri Chaman Lal, Advocate, and I verily believe it to be true, that, on January
21, 2015, when the case was called on, Sri Chaman Lal was engaged in a Sessions case, before
the Additional Judge at Kanpur.
4. I am informed by Sri Chaman Lal, and, verily believe it to be true, that when Sri Chaman Lal
came to the court a few minutes later, he found the case had been decreed ex parte.
(Signature)
Applicant
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PREVENTIVE RELIEF/ INJUNCTION
Meaning
Preventive relief means the relief where a party to the contract is prevented from doing a
particular act, which he is under an obligation not to do. Preventive relief is granted under the
discretion of court by way of injunction. Injunction is a judicial process whereby a party is
ordered to refrain from doing or to do a particular act or thing.
Types of Injunction
1. Temporary injunction: A temporary injunction means an injunction which is to

continue until a specific lime or until the further orders of the court. It may be granted
at any stage of the suit and does not conclude or determine the right. This is also
known as interlocutory or interim injunction.
2. Perpetual Injunction: A perpetual injunction can only be granted by decree made at

the hearing and made upon the merits of the suit. It is granted only after full trial or
hearing of the case, when a right is firmly established.
3. Mandatory Injunction: Sometime to prevent the breach of an obligation, it may be

necessary to compel the performance of certain acts. If a court is capable of enforcing
the performance of those acts, it may grant an injunction to prevent the breach
complained of and also to compel the performance of the requisite act. This injunction
is known as mandatory injunction.
For example, A builds a house with eaves projecting over B’s land, B may sue for an
injunction to pull down so much of the eaves as so projecting over his land.
4. Ex-parte Injunction: Where the facts and circumstances of the case require that an
injunction should be granted in favour of one party without hearing the other party, the
court may do so. This is known as ex-parte injunction.
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Specimen Suit for Permanent Injunction Restrain Breach of Contract
In the Court of the Civil Judge at ........................
Original Suit No ......... of ..........
AB, s/o ............................................................... aged ................................ r/o ................................

........................................................................... ........................................ .................................... Plaintiff
versus
CD, s/o ............................................................... aged ................................ r/o ................................

........................................................................... ........................................ Defendant
The above-named plaintiff states as follows:
1. The plaintiff let plots Nos. 142 and 678 in village___ to the defendant, by a deed of lease, dated
July 6, 2010, for purposes of a nursery for 7 years, and the defendant agreed by the said deed of
lease not to use the land for any other purpose.
2. The defendant has, since July 1, 2013 commenced to dig earth from the said plots for the
purposes of his adjoining brick-kiln.
3. The removal of earth from the land would make it unfit for cultivation for several years and would
even otherwise reduce its quality and value and compensation in money would not afford adequate
relief to the plaintiff.
4. The defendant threatens and intends, unless restrained from so doing, to continue to dig earth
from the said plots.
The plaintiff claims a perpetual injunction restraining the defendant, his servants, or agents, from digging
earth from any portion of the said plots Nos. 142 and 678.
SPECIFIC PERFORMANCE OF CONTRACT
Introduction
Specific performance is a equitable relief given by the court in cases of breach of contract. It is
in the form of judgment by the court ordering the defendant to actually perform the contract
according to its terms and conditions. In the case of breach of contract, compensatory relief
can also be granted but in some cases such relief may not be adequate and hence specific relief
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is granted. However, the defendant can also take the various defences in order to avoid the
specific performance of contract.
The specific performance of any contract may be enforced in the following cases:
a. When there exists no standard for determining the actual damage caused as a result of
non-performance of contract.
b. When compensation in money is not an adequate relief for the non-performance of the
contract.
The Supreme Court in Babulal v. Hazari Lal Kishori Lal & othershas held that no special
form of decree in a suit for specific performance is supplied by the Civil Procedure Code.
Specific Relief Act, 1963 deals with the various circumstances under which a contract may be
enforced specifically and where it cannot be allowed. When a contract is to be specifically
enforced, it means simply this that when the parties do not agree to perform the contract
mutually, the intervention of the Court is required and the Court will do all such things as the
parties would have been bound to do had this been done without the intervention of the
Court.
COMPLAINT
It means any allegation made orally or in writing to a Magistrate, with a view to his taking
action under this Code that some person, whether known or unknown, has committed an
offence, but it does not include a police report.
However, a report made by the police officer in a case which discloses after investigation, the
commission of a non-cognizable offence shall be deemed to be a complaint, and the police
officer making the report as a complainant.
A complaint in a criminal case is what a plaint is in a civil case. The requisites of a complaint
are:
(i) an oral or a written allegation;
(ii) some person known or unknown has committed an offence; (iii) it must be made to a
magistrate; and
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(iv) it must be made with the object that he should take action.
There is no particular format of a complaint. A petition addressed to the Magistrate containing

an allegation that an offence has been committed, and ending with a prayer that the culprit be
suitably dealt with is a complaint. (Mohd. Yousuf v. Afaq Jahan). Complaint need not be
presented in person. A letter to a magistrate stating facts constituting an offence and
requesting to take action is a complaint.
BAIL
Bail means the release of the accused from the custody of the officers of law and entrusting
him to the private custody of persons who are sureties to produce the accused to answer the
charge at the stipulated time or date.
An “anticipatory bail” is granted by the High Court or a Court of Session, to a person who
apprehends arrest for having committed a non-bailable offence, but has not yet been arrested.
An opportunity of hearing must be given to the opposite party before granting anticipatory bail
(State of Assam v. R.K. Krishna Kumar).
In the Court of ___________Magistrate
The State
Versus
Accused AB son of TZ, Village:
Thana:
In the matter of
Petition for bail of accused AB, during police enquiry
The humble petition of AB the accused above-named most respectfully showeth:
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1. That your petitioner was arrested by the police on 5th March 2015 on mere suspicion. That
nearly a month has passed after the arrest but still the Investigating Police Officer has not
submitted a charge-sheet.
2. That your petitioner was not identified by any inmate of the house of CM where the
burglary is alleged to have taken place, nor any incriminating article was found in his house.
3. That your petitioner has reason to believe that one GS with whom your petitioner is on bad
terms and who is looking after the case for complainant has falsely implicated your petitioner in
the case out of grudge.
4. That your petitioner shall fully co-operate with the police.
5. That your petitioner is not likely to abscond or leave the country.
Your petitioner prays that your Honour may be pleased to call for police papers and after
perusing the same be pleased to direct the release of your petitioner on bail.
And your petitioner, as in duty bound, shall ever pray.
Advocate
Verification
I, AB, son of TZ, residing at ________ by occupation business, do hereby solemnly affirm and
say as follows:
1. I am the petitioner above-named. I know and I have made myself acquainted with the facts
and circumstances of the case and I am able to depose thereto.
2. The statements in paragraphs 1 to 5 of the foregoing petition are true and correct to my
knowledge and belief.
3. I sign this verification on the 6th day of May 2015.
Solemnly affirmed by the said AB
on 6th May 2015 at the Court
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House at AB
Before me
Notary/Magistrate
FIRST INFORMATION REPORT
(1) Every information relating to the commission of a cognizable offence, whether given orally
or in writing to an officer in charge of a police station, and be read over to the informant
shall be signed by the person giving it, and the same shall be entered in a book as provided
by State Government.
(2) If the police officer refuses to record the information, the complaint in writing shall be sent
to the Superintendent of Police concerned who, if satisfied that such information discloses
the commission of a cognizable offence, shall either investigate the case himself or direct
an investigation to be made by any police officer subordinate to him.
In Lallan Chaudhary and Ors. v. State of Bihar, the Supreme Court held that section 154 of
the Code thus casts a statutory duty upon police officer to register the case, as disclosed in
the complaint, and then to proceed with the investigation. The mandate of Section 154 is clear
that if any information disclosing a cognizable offence is laid before an officer in charge of a
police station, such police officer has no other option except to register the case on the basis
of such information.
The provision of Section 154 is mandatory. Hence, the police officer concerned is duty-bound
to register the case on receiving information disclosing cognizable offence. Genuineness or
credibility of the information is not a condition precedent for registration of a case. That can
only be considered after registration of the case. [Ramesh Kumari v. State (NCT of Delhi)].
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LETTER FOR FIRST INFORMATION REPORT
To,
The Officer-in-Charge
———— (Name of the Police Station)
Sir,
This is to inform you that my cycle has been stolen from the cycle stand in the daily market last
evening.
Last evening, before I went to the market, I placed my green model Hero Cycle in the cycle
stand No. 1 as usual. I had locked the cycle. The cycle bears the No. __ I had bought it only a
month ago and it was almost new. The cycle had a full gear case, a carrier and a side basket.
When such mishap occurred I was buying vegetables in the market. I asked everyone who was
present there, about the cycle. It was all in vain.
I request you to kindly register a case of theft and initiate the necessary investigation to
recover the stolen cycle.
Yours faithfully,
________ (Your Name)
UNDER SECTION 498 - A/40 OF THE INDIAN PENAL CODE
The complainant above-named begs to state as follows:
1. The complainant was married to the accused no. 1 …… (Name) according toHindu
rites and customs at her father’s place at ……(Place)
2. That at the time of the marriage the father of the complainant apart from arranging
for a large gathering gave in stridhan gold ornaments worth Rs. ………, a Swift car
worth Rs. ………. and ………(mention all other items)
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3. That after marriage the complainant was first taken to her matrimonial home where
the in-laws were residing and after spending a month complainant and accused (1)
and (2) were shifted to …………..
4. That after six months of the marriage, the complainant was subjected to mal
treatment, both physically and mental at the hands of accused (1) and
encouragement of the accused (2) for demand of dowry of Rs. 20 lacs. Having failed
to meet such demand she was tortured continuously and torture by accused (1) and
(2) were unabated.
5. That the offence under section 498 -A, Indian Penal Code is a continuing offence
and on some occasions both accused (1) and (2) had taken part in inflicting tortures
on the complainant and on other occasion accused (1), husband had taken part of
the said offence and as such ……….. (P.S.) has jurisdiction to investigate into the
matter under Clause (C) of Section 178 of the Cr.P.C. and this Court has
jurisdiction to try this case.
6. That there is primafacie case under sections, 498 - A/406 of the Indian Penal Code
against all the accused persons.
7. That the incident was reported to the ………..(P.S.), they did not take any action
against the accused and refused to report a FIR against them, hence the Complaint
is filed in the Court.
Prayer
It is therefore, prayed that the complaint be forwarded to the Officer-in-charge,………… (P.S.)

to investigate the matter and to lodge an FIR in the above case and report may be called from
the SHO …… (P.S.) under Section 156 (3 of Cr.P.C.) in the interest of Justice.
Sd/-
Complainant
Through Council
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SPECIMEN PETITION BY WIFE UNDER SECTION 125, CR.P.C. 1973 FOR
MAINTENANCE
In the Court of Judicial Magistrate 1st Class
Case No. ………… under s. 125, Cr.P.C.
Petitioner W (wife) Opposite Party H (husband)
Daughter of versus Son of
Village Village
Thana Thana
Occupation Occupation
In the matter of:
Petition for maintenance of petitioner W from the husband H under S.125, CrPC
The humble petition of W (wife), the petitioner above-named most respectfully showeth:
1. Your petitioner W is the married wife of the opposite party. The marriage between
them was solemnized according to the Hindu rites on ……………
2. The opposite party H is a clerk on the staff of AB & Co. Ltd. holding a responsible
position and drawing salary of Rs. 15,000 per month.
3. The opposite party severely assaulted the petitioner on …….. and drove her away
from the matrimonial house on …….. in presence of several gentlemen of the
locality.
4. That the opposite party leads a life of drunkenness and debauchery. He is besides a
man of uncertain temperament and would fly into rage in season and out of season
without any reason whatsoever. He has lost all sense of decorum and would use
extremely filthy language.
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5. Your petitioner after being driven out of the house by the opposite party came over
to her father’s place on the same day and has been staying at father’s house with his
family members.
6. The opposite party was served with a pleader’s notice to send your petitioner Rs.
2000 every month for her maintenance but with no result. Having regard to the
violent temper of H and his inhuman way of beating your petitioner she does not
venture to go back to the place of the opposite party.
Your petitioner, therefore, prays that Your Lordships may be pleased to issue notice on the
opposite party and after taking evidence of both sides be pleased to order the opposite party
to pay the petitioner maintenance at the rate of Rs. 2000 per month.
And your petitioner, as in duty bound, shall ever pray.
I, W daughter of MN resident at ……… do hereby solemnly affirm and say as following:
1. I am the petitioner above-named and I know the facts and circumstances of the case
and I am able to depose thereto.
2. The statements in the paragraphs 1, 2, 3, 4, 5 and 6 of the foregoing petition are

true to my knowledge and that I have not suppressed any material fact.
Solemnly affirmed by the said
Mrs. W on the …….. day of ……. 2013 in the Court House at Calcutta
Before me
Notary
CRIMINAL MISCELLANEOUS PETITION
- According to Oxford Dictionary, Miscellaneous means consisting of mixture of various

things that are not usually connected with each other. When a petition is filed seeking
interim relief, it is registered as miscellaneous petition.
- Criminal Miscellaneous Petition can start even before registering the case by way of
anticipatory bail application.
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- A Memo filed before the Court of Law need not be treated as Petition. The
main difference between Petition and Memo is that Memo is nothing but bringing a fact
to notice before a Court of Law and no relief can be sought for in a Memo and notice
to the opposite party is not required.
- However, where a Petition is filed requiring some relief from the court, a notice to
opposite party is mandatory in most of the cases. No order be passed on Memo (Held
in a decision held in between Syed Yousuf Ali Vs. Mohd. Yousuf and Others.
- It can be called a Petition other than a main case. When a Miscellaneous Petition is filed
in Criminal cases, it is registered as Criminal Miscellaneous Petition.
PLAINT
Suit for Ejectment and Arrears of Rent
In the Court of Small Cause, …………..
Suit No. ……. of …..
AB S/o CD Age….. Resident of ………… Plaintiff
Versus
PQ S/o RS Age….. Resident Of ………… Defendant
Suit for Ejectment, Arrears of Rent and Mesne Profits
The above-named plaintiff states as follows: -
1. That the plaintiff is the owner of the house no. ……. situated at ……… and
bounded as below: -
Boundaries of the Houses
2. That under verbal agreement made on …..….. the defendant became a monthly
tenant to the plaintiff in respect to the house described in paragraph I above at the
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rent of Rupees ………. Per month and has been in occupation of the said house as
such tenant since the above mentioned date of the agreement.
3. That the defendant has not paid the rent from June 1, 20.. or any part thereof.
4. That the plaintiff duly determined the said tenancy by serving on the defendant, by
registered post on October 1, 20.. a notice to quit the said house within thirty days
of the receipt of the notice and pay the entire arrears of rent from June 1, 20…
That the said notice was served upon the defendant on October
7, 20.. yet the defendant has not vacated the house, nor has he paid the said arrears
of rent or any part. Hence the defendant is liable to Ejectment under section 20 of
the U.P. Act No. XIII of 1971.
5. That now a total sum of Rupees ….. is due to the plaintiff as against the defendant,
that is Rupees ……….. on account of arrears of rent from June 1, 20.. to
November 7, 20.. , and Rupees ……. On account of damages for use and
occupation from November 8, 20.., to 20.., the date of filing the suit.
6. That the cause of action for the said arose on November 8, 20.., when the period
stipulated in the said notice expired.
7. That the defendant resides at …. within the jurisdiction of the court.
8. That the valuation of the suit for purpose of jurisdiction and payment of court-fee is
Rupees …….. , has been paid.
Wherefore the plaintiff claims -
a) That the decree for Ejectment of the defendant from the house described in paragraph
1 above be passed in favour of the plaintiff.
b) That the decree of Rupees on account of arrears of rent from June 1, 20.. to
November 7, 20.. be passed in favour of the plaintiff.
c) That a decree for Rupees …. On account of damages for use and occupation at the
rate of Rupees …… per month from June 1, 20.. , to November 7, 20.. , the date of
suit, be passed in favour of the plaintiff as against the defendant.
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d) That a decree for further damages for use and occupation at the aforesaid rate till the
Ejectment of the defendant be passed in favour of the plaintiff as against the defendant
on payment of additional court-fee.
e) That cost of the suit be allowed to the plaintiff
Place: …….. AB
Date: …….. Plaintiff
Through Advocate
Verification
I, AB, he aforesaid, plaintiff, do hereby verify the contents of paragraphs …… and …….. of the
above plaint are true to my personal knowledge nd the contents of the paragraphs ……….
And ……., I believe to be true on information received.
Signed and verified this …… day of . 20.. ….., at ……
AB
Plaintiff
WRITTEN STATEMENT
Suit for Ejectment and Arrears of Rent
In the Court of Small Cause, …………..
Suit No. ……. of …..
AB S/o CD Age….. Resident of ………… Plaintiff
Versus
PQ S/o RS Age….. Resident of ………… Defendant
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Written Statement for Ejectment, Arrears of Rent and Mesne Profits
The above-named defendant states as follows: -
1. That the defendant admits the facts stated in paragraph 1 of the plaint.
2. That the defendant admits the agreement mentioned n paragraph 2 of the plaint and
his occupation of the said house as alleged therein.
3. That the defendant denies that he has not paid the rent from June 1, 20.. , as stated
in paragraph 3 of the plaint.
4. That the defendant admits service of the notice alleged in paragraph 4 of the plaint,
but does not admit that the plaintiff duly determined the defendant’s tenancy
thereby. That the defendant admits that he continues to be in occupation of the said
house but denies that he has not paid any part of the said arrears of rent or that he
is liable to Ejectment under the provisions of law alleged in paragraph 4 of the plaint.
5. That the defendant does not admit anyone of the several allegations made in
paragraph 6 of the plaint.
6. That no cause of action even occurred to the plaintiff alleged in paragraph 6 of the
plaint.
7. That the defendant admits the jurisdiction of the court as alleged in paragraph 7 of
the plaint.
8. That paragraph 8 of the plaint relates to valuation of the suit and payment f court
fee.
Additional Pleas
9. That the defendant has paid the rent for the months May, June, July, August and
September, 20…, to Sri EF, the plaintiff’s authorized agent who has been collecting
the rent of the said house on behalf of the plaintiff but no rent receipts in respect of
the aforesaid months have been issued to the defendant even after repeated
demands by the defendant.
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10. That the rent for the October, 20.. , and that for the subsequent months was
tendered to the said agent of the plaintiff and to the plaintiff himself but both have
refused to accept it.
11. That in fact only Rupees ….. , are due from the defendant to the plaintiff as arrears
of the rent , being the rent for the months mentioned in paragraph 10 above and
that the defendant is ready and willing to pay the said amount to the plaintiff.
12. That the notice mentioned in paragraph 4 of the plaintiff is invalid in that it did not
purport to give sufficient period of time of the defendant as stipulated in section 30
of the U.P. Act No. XIII of 1972.
13. That there are absolutely no grounds for granting the relief prayed for by the
plaintiff and the suit is liable to be dismissed with costs.
Place: …….. AB
Date: …….. Defendant
Through Advocate
Verification
I, AB, he aforesaid, defendant, do hereby verify the contents of paragraphs …… and …….. of
the above plaint are true to my personal knowledge nd the contents of the paragraphs ……….
And ……., I believe to be true on information received.
Signed and verified this …… day of . 20.. ….., at ……
AB
Defendant
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10 ART OF WRITING LEGAL OPINIONS
WRITS
Under the Constitution of India, Article 32 and Article 226 of the Constitution confers on the
Supreme Court of India and High Courts respectively, power to issue directions or orders or
writs including writs for enforcement of Fundamental Rights as conferred on the citizens of
India and others.
TYPES OF WRITS
Writ of Habeas Corpus

The words ‘habeas corpus’ literally means ‘to have a body’. It is a remedy available to a person
who is confined without legal justification. Through this writ, the court lets it know the reasons
for detention of the person and if there is no justification, order the authority concerned to set
the person free. The writ of habeas corpus, thus, entails the authority to produce the person
before the court. The applicant of this writ may be the prisoner or any person on his behalf to
safeguard his liberty. It seeks immediate relief from unlawful detention, whether in prison or
private custody.
The writ of habeas corpus is the nature of an order calling upon the person who has detained
another to produce the latter before the Court in order to let the Court know, the ground of
his detention and to set him free if there is no legal justification. This is a very powerful
safeguard to the subject against arbitrary acts of private individuals and also executives.
Writ of Mandamus
Mandamus literally means a command. This writ of command is issued by the Supreme Court
or High Court when any government, court, corporation or any public authority has to do a
public duty but fails to do so. To invoke the performance of such duty, this writ of mandamus
is issued. It should be noted that it should not be discretionary duty of the authority which is
challenged. It should be a compulsory one; the applicant too should have a legal right to
enforce such performance. It may further be noted that this writ cannot be issued against
President or the Governor.
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Writ of Prohibition
Writ of Prohibition is issued by Supreme Court or High Court to subordinate court preventing
latter from usurping the jurisdiction which is legally not vested in it. The writ lies in both for
excess of jurisdiction or absence of jurisdiction. It is generally issued before the trial of the case
or during the pendency of the proceeding but before the order is made. It may be noted that
this writ is available against judicial and quasi-judicial body.
Writ of Certiorari
If any lower court or a tribunal gives its decision but based on wrong jurisdiction, the affected
party can move this writ for a direction against such lower court or tribunal to ignore such
decisions based on wrong jurisdiction. The writ of certiorari is issued to sub-ordinate judicial
or quasi-judicial body by Supreme Court or High Court when they act:
(a) Without or in excess of jurisdiction;
(b) In violation of the prescribed procedure;
(c) In contravention of principles of natural justice;
(d) Resulting in an error of law apparent on the face of record.
The writs of prohibition and certiorari are of the same nature, the only difference being that
the writ of prohibition is issued at an earlier stage, before the order is made and the writ of
certiorari is available on a later stage i.e., after the order has been passed.
Writ of Quo Warranto

The term ‘Quo Warranto’ means “what is your authority”. Whenever any public office is held
by any one not qualified to hold it, it can be challenged by this writ by any person. An order
issued by the court to such an authority to explain under what valid grounds he is holding such
a post. If it is found on investigation that he is not entitled to the office, the court may restrain
him from acting in the office and declare the office to be vacant.
This is a procedure by which the Court enquires into the legality of the claim which a party
asserts to a public office and to oust him. For this purpose, the office must be a public office
and is created by a statute or by the Constitution. There must be a violation of the
Constitution or the statute in appointing such person to that office. The basic thing is that the
public has an interest to see that an unlawful claimant does not usurp a public office.
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WRIT PETITION

CIVIL ORIGINAL JURISDICTION
CIVIL WRIT PETITION NO. _______________ OF 2015
IN THE MATTER OF
Mr. Tejas, Son of Mr. K, age 25 years, residing at Koregaon Park, Pune – 411 001
…… Petitioner
VERSUS
Starlight Ltd, a company formed and registered under the Companies Act, 2013 and has its
registered office at ____________.
AND
…… Respondent

Writ Petition under Article 226 of the Indian Constitution
for termination of services of an employee
BEFORE
Justice Shri __________________
May it please the Hon’ble Chief Justice of the High Court of Judicature and his fellow lordships.
THE PETITIONER MOST RESPECTFULLY SUBMITS AS UNDER :

1. That the Petitioner is an Indian Citizen and has all the rights enshrined under Article
226 of the Indian Constitution.
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2. That Respondent No. 1 is a Government of India undertaking and falls within the scope
of the word ‘state’ under the Indian Constitution.
3. That the petitioner is the former employee of the company and was employed as a
manager under Grade 7 as per company Rules.
4. That the Respondent No. 2 terminated the services of the petitioner from the company
without issuing any prior notice on grounds of misconduct. The order of the said
termination is appended as Annexure 1.
5. That the said order does not contain any legal grounds justifying the termination of the
services of the petitioner and also no enquiry proceedings were initiated by the
respondents before the said termination, which is also against company Rules.
6. That the petitioner undertakes that he has not committed any act of misconduct and
therefore the said order suffers from the reasonable legal grounds.
GROUNDS FOR WRIT PETITION

1. That as per the company rules, services of a permanent employer cannot be terminated
without initiating any enquiry proceedings.
2. That before the said termination order, no opportunity of being heard was given to the
petitioner.
3. That the order of the respondents suffers from the defects of reasons and
reasonableness for such termination and that the said matter is not filed or is pending
before any other authority.
PRAYER
Based upon the facts stated above the Petitioner prays that:
1. The Order of the Respondent No. 2 be set aside on unreasonable grounds of
misconduct by applying writ of quo warranto and mandamus.
2. That the services of the Petitioner be resumed with immediate effect upon the previous
terms and conditions.
3. That the petitioner be awarded with suitable cost of litigation and mental agony as may
be deemed fit by the Hon’ble Court.
Tejas Jawale
Petitioner
AFFIDAVIT
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OF JUDICATUREAT BOMBAY
IN THE MATTER OF
Article 226 of the Constitution of
India for termination of service of
an employee.
IN THE MATTER OF
Mr. Tejas, Son of Mr. K, age 25 years, residing at Koregaon Park, Pune – 411 001
…… Petitioner
VERSUS
Starlight Ltd, a company formed and registered under the Companies Act, 1956 and has its
registered office at ____________.
AND
…… Respondent
I, Tejas, S/o Mr. K, age 25 years, r/o Koregaon Park, Pune do hereby solemnly declare and
affirm that :
correct to the best of my information and knowledge.
VERIFICATION
BEFORE ME DEPONENT
NOTARY
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SPECIAL LEAVE PETITION
Article 134A of the Indian Constitution provides that High Court shall immediately after
passing an order or a decree or a judgement shall decide whether to grant a certificate or not
to the aggrieved party for filing an appeal against its order.
Where a High Court refused to issue the required certificate to enable an aggrieved party to
appeal to the Supreme Court against the judgment, order or sentence awarded by the High
Court, the aggrieved party may petition to the Supreme Court for grant of special leave to
appeal under Article 136 of the Constitution.
BEFORE THE HON’BLE SUPREME COURT OF INDIA
CIVIL APPEALLATE JURISDICTION
CIVIL APPEAL NO _________OF 2015
IN THE MATTER OF
X Ltd., a company registered under the Companies Act, 2013 and having its registered office at
Koregaon Park, Pune, represented through Mr. A, Managing Director.
…………. Petitioner
VERSUS
Mrs. B, wife of Mr. A, aged 35 years, residing at _________________________________

AND
Mr. C, Registrar of Companies, Pune,
AND
Mr. D, Cabinet Secretary to MCA
………… Respondents
AND
IN THE MATTER OF
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May it please the Hon’ble Chief Justice of India and his fellow judges of the Hon’ble Supreme
Court.
THE PETITIONER COMPANY MOST RESPECTFULLY SUBMITS AS UNDER :

1. That the petitioner company is a company based at Pune and has its operations pan
India and is into film production, animation, graphics, design and it presents the case
before the Hon’ble Supreme Court to challenge the order of the Hon’ble High Court
of Judicature of Bombay dated 1st Dec. 2014 regarding the winding up of the company
under the Companies Act, 2013.
2. That the questions of law involved in the said matter as follows :

a) That there stands a dispute between the directors of the Company which creates a
deadlock in the affairs of the Board and the same appears as the reasonable ground
for the winding up of the subject company by the concerned Registrar as it results
in delayed decision making for the company affecting its business interests. The
question is whether such a deadlock is a reasonable ground for the winding up of
such a company affecting the interests of the shareholders largely.
b) Whether an erroneous and objectionable view has been taken by the Hon’ble
Bombay High Court while passing such an order.
c) That both the parties to the dispute represented their interests through the
appearing Counsels, wherein the original petition claimed and justified that the said
dispute is sufficient ground for winding up of the company.
3. That the impugned order of the Hon’ble High Court be set aside on the following
grounds :
a) That the said company was incorporated in the year 1999 and has a sound business
reputation.
b) That the company is in the business of film production, animation, graphics design
and they are pioneers in introducing 3D movies in India.
c) That the said company employs around 5000 skilled workers and hence it provides
good employment opportunities to the economy.
d) That the financials of the said company reveals a profitable track record since the
year of incorporation.
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RELIEF
In light of the aforementioned grounds, the petitioner company prays that the Hon’ble
Supreme Court of India be pleased to grant and permit this special leave to appeal and an
appeal be allowed to set aside the impugned order of the Hon’ble High Court of Judicature at
Bombay.
Petitioner
Appearing through its Chairman & MD
A
AFFIDAVIT
IN THE MATTER OF
X Ltd., a company registered under the Companies Act, 1956 and having its registered office at
Koregaon Park, Pune, represented through Mr. A, Managing Director.
…………. Petitioner
VERSUS
Mrs. B, wife of Mr. A, aged 35 years, residing at ______________________________
AND
Mr. C, Registrar of Companies, Mumbai,
AND
Mr. D, Cabinet Secretary to MCA.
……………… Respondents
AND
IN THE MATTER OF
I, A, aged 49 years, son of Mr. F, Chairman and Managing Director of X Ltd., do hereby
solemnly declare and affirm that :
1. I am representing the petitioner company in the said matter, fully aware about the facts
of the case.
2. The facts stated in the petition and all the legal submissions are all believed to be true
and correct to the best of my information and knowledge.
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VERIFICATION
Verified at Mumbai on 1st Jan. 2015 that no material facts have been concealed and all the
Before me
Magistrate DEPONENT
OPINION WRITING
An opinion is a professional’s written response to client’s instructions to advise in writing. It

follows that it must contain advice. Professionals do not advise someone simply by telling them
what to do, but supplement it with the basic reasoning behind it.
NEED FOR LEGAL OPINION
- Interpretation of statutes or documents

- Advise a transaction structure
- Opinion for guidance of decision makers in commerce, industry or government
- Opinion to Lenders on enforceability of Finance documents
- Opinion for Investors for compliance by Target Companies
- Opinion on Foreign Direct Investment
- Determining provision for contingent liabilities or determination of contingent assets
- Merits or demerits of legal proceedings
- Provision for contingent liabilities or Identification of contingent assets
- Initiating civil or criminal proceedings
- Drafting a pleading
- Preparation for trial of arbitral or legal proceeding
- Ascertain compliance level for issue of securities and identification of risk factors for investors
- Valuation of business
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FORMULATION OF LEGAL OPINION
Drafting a legal opinion involves the following:

I. The mental attitude
The mental attitude required to write a good opinion, or give good advice, is that of a
practitioner as opposed to an academic. The approach required is a practical approach not an
academic approach.
II. The Thinking Process

The next stage in writing an opinion is the thinking process. It involves the following stages:-
(a) Read and digest your Instructions:- Find out exactly what your instructions are,
what is required of you, what the case is about, what are the basic facts and what your
client actually wants to know .
(b) Answer the primary question :- You must have a clear idea of what your client
wants to know if you are to address your mind the right issues and give proper advice.
(c) Digest & organise the facts :- There will be facts in any case which are relevant
and pertinent to the case and facts which are not. A legal opinion must focus on the
relevant facts, but it may also be necessary to specifically advise that certain things are
not relevant.
(d) Construct a legal framework :- Once the facts are at your finger tips, a legal
framework needs to be constructed into which these facts can be logically slotted. One
question which is implicit in every request for a legal opinion is ‘what should be done
next?’ This should be decided at the planning stage and should inform the legal opinion
throughout.
(e) Look at the case as a whole :- What should also be borne in mind throughout
the planning stage is the opponent’s case. A legal opinion will be useless if it considers
the client’s case in isolation. Evidential issues must also be considered.
(f) Consider your advice :- What your client needs is good practical advice, so you
should also consider the practical steps that you advise your client to take.
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III. The Writing Process
The legal opinion should be written following a structure. It should be entitled OPINION or
ADVICE and contain the title of the case as the heading. The first paragraphs should serve as
an introduction to the legal opinion, laying out the salient facts and what you have been asked
to advise about.
At this point, many legal opinions will set out the main conclusions and advice and the overall
opinion. The subsequent paragraphs should set out your reasons for reaching the legal opinion
which you do in the opening paragraph. This is where the legal structure comes in. Each issue
should be taken in its logical order. Each section should include your opinion on that issue and
the reasons for it.
The concluding paragraph of a legal opinion ought to be a ‘Next Step’ paragraph advising what
needs to be done to strengthen the client’s case.
PURPOSE OF WRITING LEGAL OPINION

1. Lawfulness of an action: Opinion letters are given when one wants to know if an
action is lawful.
2. Legal consequences: Sometimes a party entering into a transaction obtains legal
opinion to ascertain if the action will lead to desired legal consequences.
3. Answer questions: Legal opinions provide an authoritative basis for reports,
opinions, and reports on matters where other professionals lack the professional
capability to make judgments. For example, an opinion regarding local law provided
to foreign counsel.
4. Regulatory requirements: Sometimes legal opinion has to be sought because it is
mandated by law to get the opinion of outside legal expert.
5. Compliance: A legal opinion can be sought for assessing the requirements of the
regulatory regime so that the querist can meet the compliance requirement.
6. Protective shield: Clients sometimes desire the protection of an expert’s legal
opinion to be used as evidence of lack of mens rea in certain proceedings.
7. Designed to mislead: Sometimes promoters of unscrupulous schemes obtain as
many opinions from different experts as is possible and use the one which is
favourable to their scheme of things.
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8. To satisfy contractual requirements: Sometimes a clause in commercial
contracts require the opinion of an expert. E.g.: an opinion given by issuer’s counsel
to investors in connection with the sale of securities or by borrower’s counsel to
the lender pursuant to a loan agreement.
9. Due Diligence: Lawyers and clients often cite due diligence as the principal reason
for requesting opinion letters in business transactions.
TYPES OF LEGAL OPINION

1. Advices on Transaction: Due diligence is the principal reason for opinion letters
in business transactions. An opinion letter may be one component of a party’s due
diligence, but it is not normally a substitute for due diligence performed by the
opinion recipient and its counsel.
2. Advices on Law: Sometimes the client would want to know how the law will
apply to a given situation. Without in-depth knowledge of law and legal research
one cannot give an opinion to the satisfaction of the client. The proper way is to
start with the cases and work through to reach a deduction as to the principle of
law that covers the situation.
3. Opinions on Facts: The third type of opinion is one which is predominantly

related to facts. One is given a series of statements and documents and asked
whether on that material there are reasonable prospects of prosecuting or
defending the claim. The real question is whether one’s side’s witnesses will be
believed or not. The first problem about this sort of opinion is that rarely one has
any real knowledge of what the other side’s witnesses are going to say. One often
has little idea of the quality of one’s own witnesses and none at all of that of the
opposition’s. Here one has to search relevant material from the material one is
provided with and then arrive at the probabilities of success or failure.
4. Advices on Evidence: A special type of opinion is a brief to advice on evidence.
FORM AND ELEMENTS OF THE OPINION LETTER

There is no form for a legal opinion prescribed by law or rule. Opinion letters, however, have
developed a certain uniformity because of their repeated use. In general, a legal opinion will
cover the following:
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1. Introductory Matters
i. Title: It should be entitled OPINION or ADVICE and contain the title of the case in the
heading.
ii. Date: The opinion speaks as of the date mentioned on the opinion letter and need not state
separately the effective date of the opinion. If for some reason a conclusion expressed in the
opinion is reached as of a date prior to the delivery of the opinion, the opinion giver may so
specify in the opinion letter.
iii. Addressee: The opinion is normally addressed to a specified party in an individual capacity,
to a party as representative of a larger group, or to an identified class of persons. In all cases, it
is customary practice for the opinion recipient to be clearly identified in the opinion letter.
2. Introduction:
The first paragraph should serve as an introduction to the legal opinion, laying out the salient
facts and what the expert has been asked to advise about. An opinion must set out the
questions on which it is sought very clearly and unambiguously.
3. Definitions:
For purposes of brevity and clarity, it is advisable to define the principal terms used in the
opinion. Whenever a term utilized in an opinion letter is derived from statutory law, the
opinion customarily uses that term or provides an express definition.
4. Understanding facts of the case:

The first rule is always to commence the opinion by setting out the facts that have been given
or have been presumed from the instructions given. The advantage of listing down the facts is
that if the ultimate conclusion is wrong, or inapposite, because the facts are wrong, the fault
will be that of the client for giving the wrong data or at least the error may be veiled by the
failure of the client or solicitor to adapt opinion to the true facts.
The opinion giver must be satisfied that he has reviewed or assumed (expressly or implicitly)
sufficient facts to support each of the legal conclusions expressed in the opinion letter.
5. Research on Relevant Case Laws
It is important to prioritise the authorities cited in a legal opinion in order of importance to the
point being addressed. If a particular case is central to the reasoning, the basis on which the
case was decided should be set out fully in the legal opinion. An easy way of analysing is to first
set out the law and the provisions of the law (or laws) that are applicable. Then go on to
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summarize the binding precedents (judgments of the Supreme Court and the High Court of the
State exercising jurisdiction over the subject matter) with full citations. If the choice of extracts
is precise enough, the ultimate opinion will almost automatically appear from the extracts of
the judgments that have been quoted.
6. Expression of the Opinion:

Once the facts are organised, a legal framework needs to be constructed into which these facts
can be logically slotted. The substantive portion of the opinion normally begins with an
introductory statement referring to matters upon which the opinion giver has relied. This
introductory statement is generally phrased in a manner that does not limit the opinion giver’s
investigation to the matters specifically described, but rather indicates that the opinion giver
has made such further investigation as it considers appropriate under the circumstances. An
example of such an introductory statement reads as follows:
Based on the foregoing and upon such further investigation as we have considered necessary, it is our
opinion that:
7. Qualifications:
Some opinions may be qualified by assumptions or exceptions. Opinions also may be qualified
as to scope, particularly when the opinion covers a specialized area of the law. If
the qualification is short and applies only to one portion of the opinion letter, it often will be
included in the operative language of the specific opinion by the reference “subject to
_________” or “except _______________”.
8. Special Matters
Foreign Law and Reliance on Local Counsel: The principal opinion giver for a party in a
business transaction typically renders an opinion covering the laws of the state and applicable
central laws and sets forth this limitation in the text of the opinion. The opinion giver may also
be requested to furnish an opinion on matters governed by the laws of some other country.
Unless the limited nature of the review of another jurisdiction’s law is described in the opinion,
because the opinion giver would likely be held to the same standard as a lawyer licensed or
otherwise competent to give advice on the law of the other jurisdiction, the opinion giver will,
in most instances, seek the advice and opinion of local counsel.
9. Signature:
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The procedure typically followed by most law firms is for the opinion letter to be manually
signed in the name of the firm. Some law firms follow different practices, such as “XY&Z by A,
a partner” or “A on behalf of XY&Z.”
10. Usual disclaimers:

Disclaimers can save the opinion giver from being reported for malpractice if the opinion is
wrong. Under the disclaimer, it is written that the opinions provided are based on the law as
per the time of drafting the opinion. Moreover, it is also indicated that the opinion is also based
on the documents and facts provided. All the documents that the clients provided for the sake
of drafting the legal opinion can also be listed.
STANDARDS APPLICABLE TO PREPARATION OF AN OPINION

1. Generally:
A lawyer is expected to be well informed and to exercise such skill, prudence and
diligence as lawyers of ordinary skill and capacity commonly possess and exercise in
the performance of the tasks which they undertake. When a matter falls within a
recognized area of legal specialty, such as tax or securities law, it is advisable to take
that assignment only if it falls within the competence of the professional.
2. Customary Practice:
An attorney does not ordinarily guarantee the soundness of his opinions and,
accordingly, is not liable for every mistake he may make in his practice. He is
expected to possess knowledge of those plain and elementary principles of law
which are commonly known by well informed attorneys, and to discover those
additional rules of law which, although not commonly known, may readily be found by
standard research techniques.
3. Fraudulent or Misleading Opinions

An opinion giver may be liable for an opinion that constitutes fraudulent
misrepresentation. A lawyer owes a duty to non-clients to refrain from fraudulent
misrepresentation. It is generally understood that, regardless of compliance with
other standards, and even if an opinion is technically correct, a lawyer should not
render an opinion that the lawyer recognizes would be misleading to the opinion
recipient.
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4. Ethical Issues Relating to the Provision of Opinions to Non-clients

A lawyer delivering an opinion letter to a non-client should also consider ethical
principles. For example, rendering an opinion to a non-client may conflict with the
opinion giver’s ethical obligations to maintain the confidences of its client. He should
decline to give legal opinion in such cases.
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DRAFTING AND CONVEYANCING RELATING

4 TO VARIOUS DEEDS & AGREEMENTS I
DRAFTING OF AGREEMENTS
An agreement which is enforceable by law is called a contract. Generally, when a contract is

reduced to writing, the document itself is called an agreement.
Important points regarding drafting of contracts
1. Description of Parties to the Contract
2. Legal Nature of the Contract
3. Licences and Permits
4. Taxes, Duties and Charges
5. Quality, Quantity and Inspection of Goods
6. Packing
7. Shipment of the Goods
8. Insurance
9. Documentation
10. Guarantee
11. Passing of the Property and Passing of the Risks
12. Amount, Mode and Currency of Payment
13. Force Majaure
14. Proper Law of Contract
15. Settlement of Disputes and Arbitration
WHERE COMPANY IS A PARTY TO AN AGREEMENT

- A company being a legal person acts through its Board of directors who can do such
acts subject to the provisions of the Memorandum and Articles and restrictions under
the Companies Act.
- Thus, any agreement on behalf of the company can be signed by any director, officer or
any other person authorised by the Board of directors.
- The putting of seal of the company on agreements entered on behalf of the company is
governed by the provisions in the Articles of Association of the company and/or by the
resolution of the Board.
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- However, non putting of seal or an agreement may not invalidate the agreement if it has
otherwise been properly executed.
- If a document sealed or signed on behalf of the company is proved to be forged, it does
not bind the company. But the company may be stopped from disclaiming document as
a forgery, if it has been put forward as genuine by an official acting within his actual
authority [Naguneri Peace Memorial Cooperative Urban Bank Ltd. v. Alamelu
Ammal].
ADDITIONAL GUIDELINES AGREEMENT TO SELL/PURCHASE
In an agreement to sell/purchase, the following details must be incorporated:

- names and descriptions of the contracting parties;
- consideration and earnest money if paid;
- subject-matter of the agreement;
- time within which the agreement is to be performed; and
- special terms agreed upon between the parties.
RULES RELATING TO DRAFTING OF AN AGREEMENT

An agreement between the parties is an instrument whereby the parties freely agree to
perform certain acts or refrain from doing sometimes unilaterally or bilaterally. If the material
terms of an agreement are clear and specific, omission of certain details which can be worked
out by consent of the parties or in its absence be settled by court will not invalidate the
agreement (Ramchandra v. Chinnubhai)
ATTESTATION, REGISTRATION AND STAMP DUTY ON AGREEMENTS
Attestation: It is not necessary for an agreement to be attested by any witness. But

agreements are usually attested by at least one witness. Where registration is desired the
agreement should be attested by two witnesses.
Registration: Agreements not relating to immovable property and agreements not creating
an interest in immovable property are not compulsorily registered. Only agreements creating
an interest in immovable property worth more than Rs. 100 are required by law to be
registered.
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Stamp Duty: The stamp duty for different kinds of agreements varies from State to State.
While drafting an agreement the draftsman should ascertain the proper stamp duty in the State
where the agreement is executed.
TERMS AND CONDITIONS IN THE AGREEMENT TO SELL/PURCHASE
(i) Title: It must be mentioned that the vendor has a marketable title in the property
agreed to be sold/ purchased and that the vendor has produced the title deeds
relating to the property to the purchaser for his inspection must be specifically
stipulated between the parties to the agreement.
(ii) Retention of rights: If the property agreed to be sold is a part of a larger
property, an agreement as to retention of a particular or all the title deeds to the
property by a party should be arrived at and incorporated in the agreement to
sell/purchase.
(iii) Encumbrance: If the property is subject to any prior charge or encumbrance, the
parties must agree that the sale is to be subject to such encumbrance.
(iv) Price and costs: The mode of payment of the price or the balance thereof, if some
earnest money or deposit has been paid, should also be stipulated in the agreement.
It should also be clearly stated whether the vendor or the purchaser shall be liable
to pay rates, rents, taxes or other imposts for the period commencing from the
date of execution of the agreement to sell/purchase till the execution of the
conveyance deed.
(v) Possession: The parties should agree as to the point of time when possession of
the property should be handed over by the vendor to the purchaser.
(vi) Registration fee: The parties should also agree as to who shall bear the cost and
expense of execution and registration of the sale deed and if both the parties have
to bear the same, in what precise proportions they shall bear.
(vii) Brokerage: If any broker is involved in the transaction, the agreement should
clearly spell out if any brokerage is payable and by whom, at what rate and at what
point of time.
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DEED OF SALE
SALE DEED
This Deed of Sale executed on 9th day of December 2014 at Pune:
BY AND BETWEEN
A (Hereinafter referred to as the “Seller” or the “Transferor” or “Party of the First

Part” and unless the text otherwise expresses, shall include all its legal heirs,
representatives, successors, administrators etc)
AND
B (Hereinafter referred to as the “Buyer” or the “Transferee” or “Party of the Second

Part” and unless the text otherwise expresses, shall include all its legal heirs,
representatives, successors, administrators etc)
WHEREAS Mr. A, age 50 years, son of Mr. Ramlal, is a resident of

_____________________________________
AND WHEREAS Ms B, age 42 years, daughter of Mr. Hasmukhlal, is a resident of

_____________________________________
AND WHEREAS Mr A owns a property situated at Boat Club Road, Pune and is desirous of
selling the same, which is more particularly described in the schedule to the agreement and
accordingly gave an offer to the other party for the same.
AND WHEREAS Ms B expressed her interest in buying the said property followed by series of
negotiations between both the parties and agreed for the same upon the following terms and
conditions as mentioned below.
NOW THIS DEED OF SALE WITNESSETH AS UNDER:
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1. Description of the Property
That the subject property is situated at 2/55 Chanakya Apts., Boat Club Road, details of
which are particularly mentioned in the Schedule to this deed.
2. Consideration
That the said property be transferred by the seller to the buyer for a consideration of Rs.
1,00,00,000 (Rupees One Crore only). An amount of Rs 10,00,000 (Rupees ten lakhs only)
shall be paid as deposit money at the time of execution of this contract and the balance
shall be made in two installments at monthly rests beginning from the date of this
agreement.
3. Title and Possession of the Property

That the seller agrees to pass a clean and clear title over of the said property to the buyer
and that he shall undertake that he has not created any prior charge or interest over the
said property. That the necessary changes in the Register of the Sub-Registrar of the
concerned district shall be carried out by both the parties mutually. The seller further
agrees to hand over the possession of the property to the buyer on completion of
payment.
4. Stamp Duty, Registration Fees and Taxes

That the stamp duty, registration fees over the transfer of the said property and all
applicable taxes shall be borne by the buyer. Any liability prior to the date of sale which
may arise in future shall be that of the seller.
5. Default
That in case if any of the clause of this agreement is breached by the seller in giving
possession of the property or by the buyer in payment of consideration, penalty of Rs.
10,00,000 (Rupees Ten Lakh only) shall be paid by the defaulting party to the other party
and the deed shall stand terminated with immediate effect.
6. Indemnity
That the seller agrees to indemnify the buyer against all losses, claims or liabilities as arising
in the future related to the liabilities before the date of this agreement and the buyer shall
not be held responsible for the same.
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7. Dispute
That in case of any dispute or disengagement arising between the parties over any terms of
this deed, the said matter shall be referred to an arbitrator as appointed under Arbitration
and Conciliation Act, 1996. The said arbitrator shall be appointed mutually by both the
parties to the agreement.
SCHEDULE TO THE AGREEMENT

The property is situated at Survey No. 512, Plot No. 92, Lane No. 7, plot measuring 1500 sq.
feet (Built up area) and is surrounded by the following properties as :
Towards North : Steve Madden
Towards South : Subway
Towards East : Forever 21
Towards West : 1 Store
IN WITNESS WHEREOF BOTH THE PARTIES TO THIS AGREEMENT HAVE JOINED THEIR
RESPECTIVE HANDS TO GIVE EFFECT TO THE SAID DEED ON THE DATE AS
MENTIONED ABOVE.
A
Address Signature
Party of the First Part
B
Address Signature
Party of the Second Part
Witnesses:
1) Name : __________________
Address : __________________
Signature : __________________
2) Name : __________________
Address : __________________
Signature : __________________
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BUILDING CONTRACTS
Such an agreement or contract must be drawn in accordance with the provisions of the Indian
Contract Act, 1872. All the essential ingredients of a contract, such as, a proposal, its
acceptance, its due communication to the proposer, lawful consideration, lawful purpose and
competence of parties to the contract etc. must be duly satisfied and ensured while drafting
such contracts.
BUILDING CONSTRUCTION CONTRACT
THIS CONTRACT OF BUILDING CONSTRUCTION is executed on 15th day of December

2014 at Pune.
BY AND BETWEEN
A (Hereinafter referred to as the ‘Owner’, or ‘Contractee’ or ‘Party of the First Part’ and
unless the text otherwise expresses, shall include all its legal heirs, representatives, successors,
administrators etc).
AND
B (Hereinafter referred to as ‘Contractor’ or ‘Builder’ or ‘Party of the Second Part’ and unless
the text otherwise expresses, shall include all its legal heirs, representatives, successors,
WHEREAS Mr. A aged 50 years, son of Mr. Ramlal, is a resident of 2/55, Tulsidas Apts., 4,
Moledina Road, Pune – 411 001
AND WHEREAS Ms B aged 42 years, daughter of Mr. Hasmukhlal, is a resident of 4/62 Pearl
Apts. Kalyaninagar, Pune – 411 004
AND WHEREAS the owner approached the contractor to construct a building on the plot of
land owned by him at Vadgaon Sheri, particulars of which are appended to the schedule to the
agreement.
AND WHEREAS the Builder agreed to construct a Building on the plot of land for
consideration as decided by and between the parties through this agreement.
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NOW THIS BUILDING CONSTRUCTION CONTRACT WITNESSETH AS UNDER:

1. Construction
That the construction of a building on the plot of land will be as follows: 2 Floors, 2 Rooms
on each floor, 1 Washroom on each floor, 1 Staircase connecting two floors. That the
construction activity shall be carried out as per the plan attached.
2. Term
That the construction shall be completed within a period of 5 years from the date of this
agreement. The said term may be further extended if mutually agreed by both the parties, if
the need be.
3. Consideration
That the owner shall pay a lumpsum consideration of Rs. 50,00,000 (Rupees Fifty Lakhs
only) before the construction activity starts. The consideration shall include the entire cost
of construction i.e. labour, material etc.
4. Quality of the Material

That the Builder for the purpose of construction of the Building shall only use Ambuja
Cement, Red Bricks, white marble more particularly described in the schedule to the
agreement.
5. Cost of Labour & Insurance

That it shall be the sole responsibility of the Builder to obtain insurance of all its workers
covering any sort of injury or illness during the course of employment. That the builder
further agrees to take responsibility for payment of insurance premium and all other
associated costs including salaries to such workers.
6. Risk of Title
That the Builder shall during the course of construction, not set up any adverse title to the
property. The ownership and all rights, title to the property shall continue to remain with
the owner.
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7. Inspection Rights
That the owner shall at all times reserve the right to inspect the property at his own will
even without offering any prior notice to the Builder.
8. Status Report
That the Builder shall submit half-yearly status reports showing the development and status
of construction during the term of 5 years. This report shall be certified by the civil
engineer.
9. Escalation
That the Builder confirms that while deciding upon the consideration, he has considered all
the relevant costs and their increase prices during the construction period. However, due
to any unforeseen factors, which are beyond the control of either parties, if the cost of the
material increases by 5% or more, then such increased cost shall be paid by the owner to
the builder on production of necessary invoices.
10. Electricity and water provisions

That the owner shall make arrangements for electricity and water. The owner shall bear
the charges for providing the same.
11. Default
That in case of any default on part of the parties in complying with the aforesaid terms, the
defaulting party shall compensate the other party for the losses suffered due to such
default.
12. Force Majeure

For any unforeseen factors beyond the control of either parties, if any loss occurs over the
said property, the same shall be borne by the owner.
13. Dispute
That if any dispute arises between the owner and builder, the same shall be referred to the
Arbitrator appointed under the Arbitration and Conciliation Act, 1996. The arbitrator so
appointed shall be with the mutual consent of both the parties.
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SCHEDULE ANNEXED TO THIS CONTRACT
The plot of land measuring ________________ is centrally located – plot No. 5, Vargaon
Sheri, Pune – 411 009,
Towards North :
Towards South :
Towards East :
Towards :
IN WITNESS THEREOF BOTH THE PARTIES TO THE CONTRACT HAVE JOINED THEIR
HANDS TO GIVE EFFECT TO THE SAID CONTRACT ON THE DATE AS MENTIONED
ABOVE.
A Signature
Address Party of the First Part
B Signature
Address Party of the Second Part
Witnesses
1. Name : __________________
Address : __________________
Signature : __________________
2. Name : __________________
Address : __________________
Signature : __________________
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AGENCY CONTRACT
1. Authority should be given either expressly or impliedly to bind his principal.

2. While the principal should not be a minor, an agent could be a minor.
3. Consideration is not necessary for an agency contract.
4. For the acts of the agent, the principal is liable unless the agent has exceeded his
authority.
5. The authority of an agent extends to the doing of all that is necessary and collateral to
the doing of the main act.
6. The obligations under the contract of agency is not assignable unless:
(i) The nature of the business necessitates such assignment.
(ii) Customs of usage of trade in the locality with regard to the business permit such
assignment.
(iii) Such assignment is expressly permitted by the contract of agency.
DEL CREDERE AGENCY
An agency combined with a guarantee is known as del credere agency. A del credere agent is
one who, for an extra remuneration undertakes the liability to guarantee the due performance
of the contract by the buyer. He gives an additional security to the seller, but he does not shift
the responsibility of payment from the buyer to the seller. A commission del credere is the
premium price given by the principal to the agent for guarantee, which presupposes a
guarantee.
DEL CREDERE AGENCY
THIS AGREEMENT OF DEL CREDERE AGENCY executed on 16th December 2014 at PUNE.
BY AND BETWEEN
ABC Ltd. (Hereinafter referred to as the ‘Company’ or ‘Dealer’, or ‘Principal’, or ‘Party of the
First Part’ and unless the text otherwise expresses, shall include all its representatives
administrators, liquidators etc).
AND
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X (Hereinafter referred to as the ‘Agent’ or ‘Party of the Second Part’ and unless the text
otherwise expresses, shall include all its legal heirs, representatives, successors, administrators
etc).
WHEREAS ABC Ltd is a company registered under the Companies Act, 1956 and has its
registered office situated at _____________________________
AND WHEREAS the Board of Directors of the Company at its meeting held on 10th
December 2014 decided to appoint a del credere agent and approached Mr X for the same.
AND WHEREAS X agreed to take up the agency and was appointed as the del credere agent
of the company upon the terms and conditions as mentioned below.
NOW THIS AGREEMENT OF DEL CREDERE AGENCY WITNESSETH AS UNDER :
1. Area / Zone and appointment of sub agent

That the agent shall carry out agency functions in the western zone of India covering states
of Maharashtra and Gujarat. He shall have a right to set up various offices and carry out
such necessary activities as may be in the interests of the company and as may be required
to discharge his functions effectively from time to time.
That without obtaining prior written consent of the principal, the agent shall not appoint
any sub agent for any area. He shall be responsible for selling various goods as enlisted in
the Schedule to the Agreement.
2. Consideration
That for carrying out the pre stipulated activities, the agent shall be paid a commission of
5% of gross sales made by him after deducing all the expenses, costs, duties and other
taxes. An additional del credre commission of 2% of gross sales shall be paid to the agent
for guarantee of payment by the buyer to be made within credit period granted.
3. Liability of Payment
That in case of default in payment by the buyer the del credere agent shall make the
payment of goods sold by the company.
4. Tenure
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That the agency shall be carried on for a period of 5 years from the date of this agreement.
However, it may be further renewed with the mutual consent of both the parties.
5. Supply of Goods
That the goods shall be supplied by the company within 48 hours of placing an order
subject to the availability. The goods shall directly be made available to the potential buyer.
6. Risk
That all risks associated with the goods during transit shall be borne by the company. The
company shall get the goods insured and pay the premium regularly. However, once the
goods reaches the Agents godown, it shall be his liability then.
7. Settlement of Accounts
That all the cash and credit transactions as arising between the parties to the agreement
shall be settled at quarterly rests. The agent shall in no case provide any credit of goods to
any other customer beyond 2 months. At the end of every quarter, the net amount shall be
settled by way of bank transfer.
8. Non Compete
That the Agent agrees that at all times during the term of the agreement and three years
thereafter, the agent shall not enter into any agreement for sale, supply and distribution of
goods of any rival firm. Having done so, he shall attract criminal prosecution.
9. Indemnity
That the agent shall indemnify the company in case of any losses suffered by him during the
course of agency against any risk of loss, theft, default, costs or charges on the part of the
Agent in pursuance of this agreement during its term or any time thereafter as it may arise
in future.
10. Termination
That in case of pre-termination of the agency agreement, the party terminating the
agreement shall compensate the other party for losses suffered by him on account of such
pre-termination.
11. Default
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That in case of default by any party in complying with the terms and conditions aforesaid,
the same shall be liable to pay a penalty of Rs. 5,00,000 (Rupees Five Lakhs only) to the
other party.
12. Dispute
That if any dispute arises between the parties thereto, the same shall be referred to the
Arbitrator as appointed under the Arbitration and Conciliation Act, 1996. The arbitrator so
appointed shall be with the mutual consent of both the parties.
Schedule Annexed to the Agreement

This agreement of Agency shall cover the following goods sold by the company as follows:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
IN WITNESS THEREOF BOTH THE PARTIES TO THE AGREEMENT HAVE JOINED THEIR
HANDS TO GIVE EFFECT TO THE SAID AGREEMENT ON THE DATE AS MENTIONED
ABOVE.
For ABC Ltd.
MD Signature
B Signature
Witnesses:
1. Name : ___________________
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Address : ___________________
Signature : ___________________
2. Name : ___________________
Address : ___________________
Signature : ___________________
ARBITRATION AGREEMENT
As per Arbitration and Conciliation Act, 1996, ‘arbitration agreement’ means an agreement
by the parties to submit to arbitration all or certain disputes which have arisen or which may
arise between them in respect of defined relationship whether contractual or not.
- It may be in the form of an arbitration clause in a contract or in the form of a separate
agreement.
- It has to be in writing.
- It must be signed by the parties, or in an exchange of letters, telex telegrams or other
means of telecommunication or in an exchange of statements of claim and defence.
PRE -REQUISITES OF ARBITRATION
Every arbitration must have the following three pre-requisites:

(i) A dispute between parties to an agreement, requiring a settlement;
(ii) Its submission for a settlement to a third person; and
(iii) A decision by such third person according to his own judgement based on the facts
and circumstances of the dispute.
REQUISITES OF ARBITRATION AWARD
The general requisites of an award are:

(a) it must be consistent with the submission;
(b) it must be certain;
(c) it must be fair to the parties;
(d) it must be final;
(e) its implementation must be possible.
This AGREEMENT OF ARBITRATION executed on 16TH December 2014 at Pune.
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BY AND BETWEEN
A (Hereinafter referred to as the ‘Owner’ or ‘Party of the First Part’. and unless the text
etc).
AND
B (Hereinafter referred to as the ‘Builder’, ‘Contractor’ or ‘Party of the Second Part’ and
WHEREAS A is the owner of the property situated on the outskirts of Pune in Survey No. 912,
Plot No. 5, Vargaonsheri.
AND WHEREAS B is a reputed builder having his office situated at ________________
AND WHEREAS both the parties entered into a Building Construction Contract on 16th
December 2009 for the construction of the bunglow.
AND WHEREAS the Builder after obtaining the sanction from the corporation commenced
construction activity.
AND WHEREAS the Builder could only construct upto 10% of the total project & in addition
to that he is also demanding an additional payment of Rs. 50,00,000 (Rupees Fifty Lakh only).
AND WHEREAS the owner claims that no additional cost is required to be paid and also the
project should have been completed by now.
AND WHEREAS the dispute arose between the parties upon the grounds under mentioned.
AND WHEREAS the parties have decided to resolve the dispute by appointment of an
arbitrator and hence this agreement.
NOW THIS DEED OF ARBITRATION AGREEMENT WITNESSETH AS UNDER :
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1. Dispute
That the following points of dispute stand before the parties.
i) Whether the completed structure is as per plans approved.
ii) Whether the construction activity should have been completed or not.
iii) Whether there exists a clause in the original agreement to claim additional cost.
2. Appointment of Arbitrator
That both the parties to the agreement have mutually consented to appoint Mr. C as the
arbitrator to resolve the above mentioned disputes. The parties agree that he isn’t related
directly or indirectly with any of them.
3. Place of Arbitration
That the entire arbitration proceedings shall take place at PUNE. Any change in place of
the proceeds shall only be with the consent of the Arbitrator.
4. Co-operation
That both the parties agree to co-operate with the arbitrator and provide all the
documents as may be necessary in this regard.
5. Cost
That the entire cost of proceedings shall be borne equally by both the parties.
6. Duration
That the arbitrator shall at his discretion call upon the parties for hearing and shall give his
final award within 6 months from the date of the agreement.
7. Award
That the award of the arbitrator shall be binding and final upon the parties to the dispute.
He shall also be able to make interim award, if any. The final award shall be applicable and
binding.
8. Applicability of the Act
That the entire proceedings shall be governed by the provisions of Arbitration and
Conciliation Act, 1996.
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ABOVE.
A Signature
B Signature
Witnesses:
1. Name : ___________________
Address : ___________________
Signature : ___________________
2. Name : ___________________
Address : ___________________
Signature : ___________________
GUARANTEE CONTRACTS
Contract of Guarantee: It is a contract to perform the promise, or discharge the liability, of

a third person in case of his default. The person who gives the guarantee is called the surety.
The person in respect of whose default the guarantee is given is called the principal debtor.
The person to whom the guarantee is given is called the creditor. A guarantee may be either
oral or written.
- Continuing Guarantee: A guarantee which extends to a series of transactions is
called a continuing guarantee.
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- Fidelity Guarantee: A guarantee, guaranteeing an employer against the misconduct of
an employee or to answer for the debt or default of another, is called a fidelity
guarantee.
- Counter Guarantee: A guarantee given by the principal debtor to the surety

providing him continuing indemnity against any loss or damage that the surety may
suffer on account of default on the part of the principal debtor, is called counter-
guarantee.
- Performance Guarantee: A guarantee which ensures the contracted performance of

another person and under which the surety undertakes to compensate the person in
whose favour the guarantee is given, in the event of failure on the part of the person on
whose behalf the guarantee is given, is known as performance guarantee.
- Bank Guarantee: A bank guarantee is a guarantee given by a bank on behalf of its

client or account-holder to another person with whom the client has entered into a
contract to perform some job or to do and call upon the bank to pay the guaranteed
amount in the event of the contingency, mentioned in the guarantee, happening or not
happening, as the case may be.
CONSIDERATION FOR GUARANTEE
Section 127 of the Indian Contract Act, 1872 defines consideration for guarantee as “Anything
done, or any promise made, for the benefit of the principal debtor may be a sufficient
consideration to the surety for giving the guarantee”. Consideration between the principal
debtor and the creditor is good consideration for guarantee given by surety.
SURETY’S LIABILITY
The liability of the surety is co-extensive with that of the principal debtor ie it is joint and
several with the principal debtor and, therefore, the creditor may if required, proceed against
the surety or the principal debtor.
SUBROGATION
The creditor steps into the shoes of the surety wherein a default has been made by the
principal debtor and the amount has been paid by the surety to the creditor on behalf of the
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principal debtor. In such a case, the surety assumes all the rights of the creditor over the
properties of the principal debtor.
PERFORMANCE GUARANTEE CONTRACT
PERFORMANCE GUARANTEE
THIS CONTRACT OF PERFORMANCE GUARANTEE executed on 18th December 2014 at

PUNE.
BY AND BETWEEN
ABC Bank Ltd. (Hereinafter referred to as the ‘Bank’ or ‘Party of the First Part’ and unless the
text otherwise expresses, shall include all its representatives, administrators, liquidators etc).
AND
Govt. of Maharashtra (Represented through the Governor of the State, hereinafter, referred to
as the ‘Creditor’ or ‘Party of the Second Part’ and unless the text otherwise expresses, shall
include all its representatives, administrators etc).
WHEREAS the Government invited tenders for the construction of flyovers in Pune city from
Swargate to Katraj.
AND WHEREAS Vascon Builders Ltd. [Hereinafter referred to as the Company or contractor]
submitted their bids and the same was approved by the Government.
AND WHEREAS against the total project of Rs. 5000 Crs (Rupees Five Thousand Crores
only), the Government decides to make an advance of Rs. 500 Crs (Rupees Five Crores only)
to the company for which it demanded a Bank Guarantee towards its performance.
AND WHEREAS the Company approached the Bank for providing the said guarantee to the
Governemnt and hence this agreement.
NOW THIS DEED OF PERFORMANCE GUARANTEE WITNESSETH AS UNDER :
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1. Advance payment
That the Government shall provide an advance of Rs. 500 Crs towards the said
construction activity for which bank guarantee is to be given.
2. Guarantee
That in case default is made by the Company in performance of their part of the contract
irrespective of the pending work, the bank shall repay the advance sum of Rs. 500 crore
(Rupees Five Hundred Crores only) to the Government along with interest @ the rate of
15% p. a. beginning from the date of this agreement.
That in case of any change in structure or constitution of the Bank in any manner would
not vary the liability of the Bank towards the Govt. in case of any default by the contractor.
ABOVE.
For ABC Bank Ltd.
MD Signature
Government of Maharashtra (Represented thru Governor of the State) Signature

Witnesses:
1. Name : ___________________
Address : ___________________
Signature : ___________________
2. Name : ___________________
Address : ___________________
Signature : ___________________
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OUTSOURCING CONTRACTS
Outsourcing is the contracting out of a company’s non-core, non-revenue producing activities

to specialists. Two common types of outsourcing are Information Technology (IT) outsourcing
and Business Process Outsourcing (BPO). BPO includes outsourcing related to accounting,
human resources, benefits, payroll, and finance functions and activities. Knowledge Process
outsourcing (KPO) includes outsourcing related to legal, paralegal, and other highly skilled
activities.
OUTSOURCING AGREEMENT
THIS AGREEMENT OF OUTSOURCING executed on 18th December 2014 at PUNE.
BY AND BETWEEN
ABC Ltd. (Hereinafter referred to as the ‘Outsourcer’ or the ‘Company’ or the ‘Party of the
First Part’ and unless the text otherwise expresses, shall include all its legal heirs,
representatives, successors, administrators, liquidators etc).
AND
X and Y Company (Hereinafter referred to as the ‘Service Provider’, or the ‘Firm’ or the ‘Party
of the Second Part’ and unless the text otherwise expresses, shall include all its legal heirs,
representatives, successors, administrators, liquidators etc).
WHEREAS ABC Ltd. is a company registered under the Companies Act, 1956 and having its
registered office situated at 5, M. g. Road, Pune – 411 001.
AND WHEREAS the Company desires to focus on its core activities by outsourcing all its legal
activities it is subject to.
AND WHEREAS the company made an advertisement in the newspaper inviting applications
for outsourcing the below mentioned legal activities.
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AND WHEREAS the firm, approached the company by making an application in writing to
carry out the legal activities of the company.
AND WHEREAS the Company accepted the application and appointed the firm to carry out all
its compliance concerned activities by passing a board resolution at its meeting held on
____________ which are mentioned below.
NOW THIS AGREEMENT OF OUTSOURCING WITNESSETH AS UNDER :

1. Scope of Activities
That the firm shall be responsible for carrying out the following activities on behalf of the
firm.
- Handling all the secretarial and legal compliances on behalf of the company.
- Assisting the company in conducting various board and general meetings.
- Maintenance of all the statutory registers and returns on behalf of the company.
- Assisting the company in implementing the best corporate governance practices.
- Carrying out such other functions as may be delegated to them from time to time by
the Board of Directors.
2. Term
That the firm shall carry out the aforesaid activities for a term of 5 years from the date of
this Agreement. The term may be further renewed with the mutual consent of both the
parties to the agreement.
3. Fee
That the firm shall be paid on quarterly basis a lumpsum amount of Rs. 10,00,000 (Rupees
Ten Lakh only) plus service tax and out of pocket expenses.
4. Status Report
That the firm shall provide a status report to the company, a status report of all the
compliances as applicable to the company and whether the same have been complied or
not duly within 21 days from the end of every quarter.
5. Non-Disclosure
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That the service provider shall be under an obligation not to disclose any secret or
confidential information or any unpublished information obtained during the term of the
agreement. The said information shall be kept strictly confidential. Any evidence of
disclosing the said information to the third party shall attract a strict penalty liable against
the firm.
6. Termination
That in case of pre-termination of services a 3 month advance notice shall be served on the
other party. In case of failure to serve such a advance notice, the party pre-terminating the
contract shall bear a penalty of Rs. 5,00,000 (Rupees Five Lakh only).
7. Indemnity
That the outsourcer, officers, directors and all its employees hold themselves indemnified
against all the losses, fines, penalties arising on account of breach of any of the applicable
provisions as may be committed willingly or unwillingly by the service provider while
performing his duties or obligations. That in case of any default by either parties in
complying with aforesaid the said party shall compensate the other party to the tune of Rs.
10,00,000 (Rupees Ten Lakh only).
8. Dispute
Any dispute arising between the parties shall be referred to an Arbitrator as per the rules
of International Commercial Arbitration. The Arbitrator shall be appointed mutually by
both the parties.
ABOVE.
For ABC Ltd.

MD Signature
For X and Y Company
Partner Signature
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Witnesses:
1. Name : ___________________
Address : ___________________
Signature : ___________________
2. Name : ___________________
Address : ___________________
Signature : ___________________
SERVICE AGREEMENTS
Service agreements are the ones which are executed between the employer and employee,
while a person joins any organisation or employment. It clearly defines the terms and
conditions of service and the duties and obligations on both the parts.
Contents of a Service Agreement are as follows:

1. Period of Service: This may be definite or indefinite. If no period is fixed or an
indefinite period is stated, e.g., “so long as the parties respectively please”, the contract
is terminable by a reasonable notice on either side.
2. Remuneration: Remuneration may be fixed monthly salary, or fees or commission.

Sometimes in business firms, employees are allowed a share in the profits in addition to
a fixed salary.
3. Leave: The permissible leave shall also form part of the agreement. Conditions and
grounds on which, and the period for which leave may be granted as well as allowance
payable during leave should be stated.
4. Determination of Employment: The grounds on which the employment may be

determined during the term are generally misconduct, negligence, or want of medical
fitness. Since an employee is entitled to damages for wrongful dismissal if the
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termination of the service is not properly made, provision in this respect should be
carefully worded.
5. Restrictive Covenants: It is usual to include restrictive covenants in the agreement

such as that the employer will not undertake any other work or service or that he will
not divulge the employer’s secrets or make improper use of his trade secrets or
information about the employer’s affairs.
6. Effect of Labour Laws: In drawing up a service contract for such an employee, the
provisions of the relevant Acts must be kept in view. Any term of contract contrary to
the statutory provisions will be null and void, as it is not open to an employee to
contract out of the safeguards provided by the legislature for his protection.
SERVICE CONTRACT
SERVICE CONTRACT
THIS AGREEMENT OF APPOINTMENT OF COMPANY SECRETARY executed on 10th

December 2014 at PUNE.
BY AND BETWEEN
ABC Ltd. (Hereinafter referred to as the ‘Company’ or ‘Party of the First Part’ and unless the
text otherwise expresses, shall include all its representatives, administrators, liquidators etc).
AND
X (Hereinafter referred to as ‘Company Secretary’ or ‘CS or ‘Party of the Second Part’ and
WHEREAS ABC Ltd. is a company registered under the Companies Act, 1956 having its
Registered office at 5/22, Amba Complex, M. G. Road, Pune – 411 001.
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AND WHEREAS ABC Ltd. is having paid up share capital of Rs. 6,00,00,000 (Rupees Six
Crores only) and it desires to appoint a Company Secretary on a full time basis.
AND WHEREAS X is a member of the Institute of Company Secretaries of India and had
applied for the said post in the company.
AND WHEREAS the board of directors of the company at its board meeting held on _______
decided to appoint Mr X as the Company Secretary of the company upon the terms and
conditions as mentioned below.
NOW THIS AGREEMENT FOR APPOINTMENT OF COMPANY SECRETARY WITNESSETH

AS UNDER:
1. Appointment
That the Board of Directors unanimously through a Board Resolution appointed Mr X as
the Company Secretary of the company on the terms of appointment mentioned below.
2. Probation
That the company secretary shall be appointed on a probation period of 6 months
following which, his appointment shall be confirmed. Either parties to the agreement may
rescind this if they are not satisfied with the terms of work by serving a notice of the same
on the other party during the probation period.
3. Remuneration
That the CS shall be entitled to an annual pay of Rs. _____________ (Rupees
____________________only) break up of which is as follows :
Basic : Rs. __________
Bonus : Rs. __________
Dearness Allowance : Rs. ______
Meal Coupons : Rs. ______
Commission : Rs. ______
That the revision of his salary shall be as per company policy.
4. Leave
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That the CS shall be entitled to 30 days paid leave during a calendar year. That the CS shall
be working from Monday to Friday and may be called on Saturday and Sunday on non-
payment basis. That depending on the Company’s Policy, CS may get a working off on
public holidays.
5. Facilities
That the company shall provide the following facilities to the CS.
1. Company Accomodation
2. Volkswagen beetle
3. Medical facilities
4. Vacation to desired destination every year
6. Duties and Obligations

That the CS must carry out all its duties specified in the Companies Act, 2013, Income Tax
Act, 1961. He must carry out all the administrative requirements laid down in SEBI Act,
1992, SEBI (SAST) 2011, SEBI (ICDR) Reg. 2009 etc.
That he may give all required assistance and guidance to the Directors of the Company in
complying with applicable laws.
That it may resolve all the queries of the Shareholders and act as a link between the
company and shareholders.
That it may carry out all other duties given by the BOD from time to time.
7. Non Disclosure
That the employee agrees not to share any part of the information as he may have obtained
during the course of employment with any third party or any of his associates. He agrees to
keep all the information secret. If there is any breach in the terms of this clause, it shall
attract strict penal provisions.
8. Non-Compete
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That the CS shall not during the course of appointment and 3 years from the termination
of his services join any other company which competes with the company or any rival
business group or he shall not start a business of similar nature on his own during the said
period.
That in case the CS does not comply with the aforesaid he shall pay compensation to the
tune of Rs. 10,00,00,000 (Rupees Ten crore only) to the company.
9. Termination
That either of the parties to the Agreement have a right to terminate this Agreement by
serving a notice of 6 months to the other party at the address as provided elsewhere in this
Agreement and subject to fulfillment of other conditions as provided here.
10. Dispute
That in case of any dispute between the company and the CS, the same shall be referred to
an Arbitrator appointed under the Arbitration and Conciliation Act, 1996 The Company
and the CS shall mutually appoint the Arbitrator.
ABOVE.
For ABC Ltd.
MD Party of the First Part
X Signature
Witnesses:
1. Name : ___________________
Address : ___________________
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Signature : ___________________
2. Name : ___________________
Address : ___________________
Signature : ___________________
ELECTRONIC CONTRACTS (E CONTRACTS)
E-contract is any kind of contract formed in the course of e-commerce by the interaction of
two or more individuals using electronic means, such as e-mail, computer program, or the
interaction of at least two electronic agents that are programmed to recognize the existence of
a contract.
In India Information Technology Act, 2000 governs the law relating to e-contracts substantially.
The contracts formed through electronic media are treated as the general contracts and their
formation and acceptance are governed as per the Indian Contract Act, 1872.
Essentials of e-contracts:
(i) An offer and acceptance
(ii) An intention to create legal relations
(iii) Lawful consideration
(iv) The parties to contract are legally capable of contracting.
(v) Genuine consent between the parties.
(vi) It is not opposed to public policy.
(vii) The terms of the contract are certain.
(viii) The agreement is capable of being performed
Types of e-contracts:
- The Click-wrap or Web-wrap Agreements.
- The Shrink-wrap Agreements.
- The Electronic Data Interchange or (EDI).
The Click-wrap or Web-wrap Agreements:
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These are the agreements which we generally come across while surfing internet such as “I
AGREE” to the terms or “I DISAGREE” to the above conditions. A click-wrap agreement is
mostly found as part of the installation process of software packages. It is also called a “click
through” agreement or click-wrap license.
Shrink Wrap Agreements:

Shrink wrap contracts are license agreements or other terms and conditions which can only be
read and accepted by the consumer after opening the product like CD ROM of software. The
terms and conditions are printed on the cover of CD ROM.
Electronic Data Interchange (EDI):

These contracts used in trade transactions which enables the transfer of data from one
computer to another in such a way that each transaction in the trading cycle can be processed
with virtually no paperwork. Here unlike the other two there is exchange of information and
completion of contracts between two computers and not an individual and a computer.
LEAVE AND LICENCE AGREEMENT
The process of eviction of tenants is generally difficult. The law is tilted in favour of the tenant
for various purposes.
Generally it is being witnessed that a person having a vacant apartment will never rent it out
fearing what if the tenant decides not to vacate and makes the apartment his
own. That is why tenancy has been put on the backburner and Leave and License is now the
most popular option.
The word “leave” has many meanings. In Leave and License Agreements, it is used to indicate
“permission”. The occupancy is in essence a permission granted by the landlord or owner to
use and occupy the property concerned.
LEASE, LICENCE AND RENTAL AGREEMENTS
“License” under Section 52 of the Indian Easement Act, 1882 is a grant by one person to
another or to a definite number of persons, a right to do, or continue to do, in or upon the
immovable property of the grantor, something which would, in the absence of such right, be
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unlawful, and such right does not amount to an easement or an interest in the property, the
right is called a license.
A lease of immovable property as per Section 105 of the Transfer of Property Act is a transfer
of a right to enjoy such property. It may be for a specified period, express or implied. The price
or payment of money is usually referred to as the “rent”.
In a Leave and License Agreement, the juridical possession of the premises is deemed to
remain with the licensor and the licensee is said to be in constructive possession of the said
premises. Thus, a leave and License does not create any interest in the premises in favour of
the licensee but gives the licensee the mere right to use and occupy the premises for a
temporary period.
A Rental Agreement between the landlord and tenant sets down the terms which will be
followed while the tenant lives in the rental unit. Month-to-Month Agreement is commonly
called a “Rental Agreement”. This agreement is for an indefinite period of time, with rent
usually payable on a monthly basis.
In a number of judgements various High Courts as well as the Apex Court have distinguished
the lease and the licnese. In Khalil Ahmed Bashir Ahmed v. Tufelhussein Samasbhai
Sarangpurwala, the Supreme Court has held:
“In order to determine whether a document created a license or a lease the real test is to
ascertain the intention of the parties i.e. whether they intended to create a license or a lease. If
the document creates an interest in the property entitling the transferee to enjoyment, then it
is a lease; but if it only permits another to make use of the property without exclusive
possession, then it is a license.
LEAVE AND LICENCE AGREEEMNT
This Agreement of Leave and License executed on 8th December 2014 at Pune :
BY AND BETWEEN
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A. [Hereinafter referred to as the “Licensor” or “Transferor” and unless the text
otherwise expresses, shall include all its legal heirs, representatives, successors,
administrators etc.
AND
B. [Hereinafter referred to as the “Licensee” or “Transferee” and unless the text

otherwise expresses, shall include all its legal heirs, representatives, successors,
administrators etc.]
WHEREAS ‘A’ age 50 years, son of Mr. K is a resident of 2/55, Tulsidas Apartments, 4
Moledina Road, Pune – 411 001.
AND WHEREAS ‘B’ age 45 years, son of Mr. : is a resident of 4, Pearl Apts., Kalyaninagar, Pune
– 411 004.
AND WHEREAS ‘A’ is desirous of letting his property on rent on Leave and License basis,
which is situated at Boat Club Road, more particularly described in the Schedule to the
agreement and accordingly gave an advertisement in the newspaper.
AND WHEREAS ‘B’ referring to the advertisement expressed his interest in taking the said
property upon the following terms and conditions under mentioned.
NOW THIS AGREEMENT OF LEAVE AND LICENCE WITNESSETH AS UNDER:

1. Description of the Property
That the subject property is situated at 2/55, Chanakya Apts.,Boat Club Road, details of
which are particularly mentioned under Schedule to this agreement.
2. Consideration
That the said property be transferred by the licensor to the licensee on a monthly rental of
Rs. 30,000 (Rupees thirty Thousand only).
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That the licensee agrees to pay an unsecured interest free deposit of Rs. 3,00,000 (Rupees
Three Lakhs only) as a security on refundable basis which shall be repaid within 7 days from
the Termination of this agreement.
That the said security deposit shall not bear any interest during the tenure of the
Agreement.
That the said rent shall be paid in advance by way of cheque within 10 days from the
beginning of the month.
3. Tenure
That the said agreement shall be effective for a period of 11 months from the date of this
agreement. The said agreement may be renewed for a further period of 11 months upon
the mutual consent of both the parties.
4. Possession of the Property

That the licensor agrees to pass a clean and clear title over the said property to the
licensee and further affirms that no prior right and interest over the said property has been
created by him. It is understood between both the parties that it is just the constructive
possession which is given to the licencee, legal possession continues to be with the licencor
itself.
5. Terms and Conditions

That the Licensee agrees not to make any material alterations in the said property without
obtaining prior permission of the licensor.
That all the society rules and regulations shall be strictly abided by the licensee.
That the said property shall be used for residential purposes only.
6. Costs and Charges

That the licensor agrees to pay the Municipal Taxes over the said property. All other
maintenances charges and taxes shall be borne by the licensee. The cost of this agreement
shall be equally borne by both the parties.
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7. Sub-Lease of the Property

That the licensee in not allowed to sublet the said property to any other person without
obtaining prior permission of the licensor.
8. Termination
That either parties to the agreement shall have the right to terminate the said agreement
by giving a 60 days notice in writing to the other party.
9. Default
That in case if any of the clauses of this agreement is breached by the Licensee, the shall be
liable to pay a sum of Rs. 5,00,000 (Rupees Five Lakhs) to the licensor as a penalty and
accordingly the agreement shall also stand terminated with immediate effect.
10. Dispute
That in case of any dispute or disengagement between the parties over any terms of this
agreement, the said matter shall be referred to an Arbitrator as appointed under
Arbitration and Conciliation Act, 1996. The said arbitrator shall be appointed mutually by
both the parties to the agreement.
SCHEDULE TO THE AGREEMENT

The property is rightfully situated at Survey no. 912, plot No. 81, Lane No. 7, Plot measuring
1500 sq.ft. (Built up area) and is surrounded by the following properties as :
Towards North : Mr. D
Towards South : Subway
Towards East : Dominos
Towards West : Fasoos
IN THE WITNESS THEREOF BOTH THE PARTIES TO THIS AGREEMENT HAVE JOINED
THEIR HANDS TO GIVE EFFECT TO THE SAID AGREEMENT ON THE DATE AS
MENTIONED ABOVE.
A
ADDRESS Signature of Licensor
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B
Address Signature of Licensee
Witnesses :
1) Name : ___________________
Address : ___________________
Sign. : ___________________
2) Name : ___________________
Address : ___________________
Sign. : ___________________
COLLABORATION AGREEMENT
Collaboration refers to cooperation between a party within India and a party abroad. The
agreements drawn and executed between such collaborating parties are known as “foreign
collaboration agreements. Such agreements are drawn for exchange of technical know-how,
technical designs and drawings; training of technical personnel; continuous provision of
technical, administrative and/or managerial services.
JOINT VENTURE AGREEMENT
This Agreement of Joint Venture executed on 31st October, 2015 at Pune.
BY AND BETWEEN
MARUTI LTD. (Hereinafter referred to as the “Indian Company” or “Party of the First Part”
and unless the text otherwise expresses, shall include all its administrators, representatives,
liquidators etc)
AND
SUZUKI LTD. (Hereinafter referred to as the “Foreign Company” or “Party of the Second
Part” and unless the text otherwise expresses, shall include all its administrators,
representatives, liquidators etc)
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WHEREAS the Foreign Company is in the business of manufacturing four wheelers and has a
very strong footing in the global markets.
AND WHEREAS the Indian company has a very wide distribution network in the Indian
Markets.
AND WHEREAS the foreign company is looking to expand its operations in India as well and it
accordingly approached the Indian partner to join hands for extending their distribution
network to sell the manufactured products of the foreign partner.
AND WHEREAS both the parties have decided to carry out the said business activities by
incorporating a new special purpose vehicle as a Joint Venture Company upon the following
terms and conditions :
NOW THIS AGREEMENT OF JOINT VENTURE WITNESSETH AS UNDER :

1. Name of Special Purpose Vehicle :
That both the companies have decided to carry out the said business activities by forming a
new company in the name and style of __________________________ or such other
name as proposed by the partners and approved by the Registrar of Companies, Pune.
The proposed objectives of manufacturing and distributing four wheelers shall be effectively
set out as a main object in the company’s Memorandum of Association.
2. Capital Contribution :
That both the partners shall contribute a sum of Rs. 5,00,00,000 (Rs. Five Crores only)
each by subscription of 50,00,000 (Fifty Lakh) equity shares of Rs. 10 each only. The
partners shall have a right to infuse further capital from time to time as the need be.
3. Term and Renewal :

That the said joint venture agreement shall subsist for a period of 8 years from the date of
this agreement.
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However, as per the opportunities available in the domestic market and with the mutual
consent of both the signing partners the agreement may be further renewed for such
period as may be mutually decided by them.
4. Scope of Work :
That each of the partners shall take care of those activities where they hold a core
competence. The foreign partner shall ensure supply of technology from time to time,
while the Indian partner shall focus on the marketing, selling and distribution of goods in
the local market.
5. Training of Employees :
That it is the Foreign partner which shall look after the technology and manufacturing of
four wheelers and therefore, it shall be the responsibility of the foreign partners to train
the employees at the manufacturing unit as the need arises. Cost of such training shall be
borne by the Joint Venture Company.
6. Exports :
That all the goods manufactured in India shall also be available for exports in the foreign
market as and when there is an opportunity.
7. Royalty :
That the technology partner shall have a right to draw a sum by way of royalty at the rate
of 3% of the net sales. The payment of royalty shall be made at the end of every financial
year.
8. Repatriation of Funds :
That the share of the foreign partner shall be repatriated back during the lifetime of the
company by way of dividends and at the end of the tenure after paying of all the third party
liabilities at actual in Indian currency.
9. Licenses and Permissions :

That it shall be the responsibility of the Indian partner to obtain all the necessary approvals,
permissions and licenses as may be required, in order to carry out the proposed business
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activities. The foreign partner agrees to extend its full co-operation in providing necessary
documents for the same.
10. Cost of Legal Activities :

That all the costs in order to incorporate the said Joint Venture Company and other
incidental expenses shall be borne by the Joint Venture Company. If any amount is paid by
any of the parties, the same shall be reimbursed at actual.
11. Protection of Intellectual Property Rights :

That it shall be the responsibility of the Indian partner and all its directors, officers,
employees to ensure protection of the patented technology used for carrying out the said
business activity.
All the secret information shall be kept undisclosed even after the conclusion of this
agreement.
12. Termination :
That either parties to the agreement shall have the right to terminate the said agreement
by giving a 6 months in writing to the other party and after settling all the accounts and
payments from both the ends.
13. Default
That in case if any of the clauses of this agreement is breached by either parties to the
contract, the defaulting party shall be liable to compensate the suffering party to the tune of
of Rs. 5,00,00,000 (Rupees Five Hundred Lakhs only) as a penalty and accordingly the
agreement shall also stand terminated with immediate effect.
14. Dispute
International Commercial Arbitration. The said arbitrator shall be appointed mutually by
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IN WITNESS THEREOF BOTH THE PARTIES TO THIS AGREEMENT HAVE JOINED THEIR
ABOVE.
For Maruti India Limited
X
For Suzuki Limited
Y
MD Party of the Second Part
Witnesses :
1) Name : ___________________
Address : ___________________
Sign. : ___________________
2) Name : ___________________
Address : ___________________
Sign. : ___________________
HYPOTHECATION AGREEMENT
Hypothecation is a form of transfer of property in goods. Hypothecation agreement is a
document by which legal property in goods passes to the person who lends money on them,
but the possession does not pass. This form of transfer is not regulated in India by any statute.
Neither the Transfer of Property Act, 1882, nor the Indian Contract Act, 1872, nor the Sale of
Goods Act, 1930, recognize the non-possessory hypothecation of immovable and the rights
and remedies of the parties are regulated by the courts according to the general law of
contract. Hypothecation is an extended form of pledge.
Hypothecation agreements usually cover moveable machinery, equipment, stocks of finished
and semi-finished goods, raw materials, consumable stores, present and future available in
factories and godowns of the borrower and also enroute to the borrower’s factories and book
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debts. While these items as moveable assets, remain in the possession of the borrower and he
has absolute right to convert them, sell them and deal with them in any manner the borrower
likes in the course of his business, the legal title vests in the lending institution by virtue of the
hypothecation agreement.
HYPOTHECATION CONTRACT
THIS HYPOTHECATION CONTRACT made and executed on 3RD NOVERMBER, 2015.
BY AND BETWEEN
A Bank Ltd. /Owner [Hereinafter referred to as the “Owner” or “Party of the First Part” and
unless the text otherwise expresses shall include all its representatives, executors,
administrators etc]
AND
Mr. X Hirer [Hereinafter referred to as “Hirer” or “Party of the Second Part” and unless the
text otherwise expresses shall include all its representatives, executors, administrators etc.]
WHEREAS A Ltd. Bank is formed and registered under Banking Regulations Act, 1949 and has
its registered office at __________________________
AND WHEREAS Mr. X, aged 50 years, son of Mr. Y resides at Koregaon Park, Pune – 411 001.
AND WHEREAS the Hirer purchased a motor scooter Honda Activa by obtaining a loan from
A Bank Ltd..
AND WHEREAS the bank offered the said loan on hire purchase for which the hirer
completed the KYC norms of the bank and agreed to accept the same upon the following
terms and conditions.
NOW THIS HYPOTHECATION AGREEMENT WITNESSETH AS UNDER :
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1. Hire Purchase :
That the owner of the property agrees to give the said motor, scooter bearing chasis No.
_______________, model No ____________, Engine No __________, registration no
________________, to the Hirer on hire purchase basis. During the term of the
Agreement, the hirer shall pay a stipulated sum of money to the owner of the property. At
the end of the tenure of the agreement, the owner shall give an option to purchase the said
vehicle to the hirer, failing which, the property shall go back to the original owners.
2. Rent :
That the hirer agrees to pay a sum of Rs. 20,000 to the owner of the property as down
payment against its total value of Rs. 1,00,000 (Rupees One Lakh only) and the remaining
amount shall be divided into 7 equal installments payable by 7th day of every month
beginning from December, 2015.
3. Terms and Conditions :

That the Hirer agrees to :
a) Pay the agreed installments on time
b) Keep the vehicle insured at its own cost
c) Pay all the necessary costs, taxes and charges, if any.
d) Register the vehicle in the name of the owner, by way of hypothecation.
e) Keep the vehicle in good & maintainable condition.
f) Shall not sell, pledge, create charge, or transfer possession of the vehicle to some
third party.
4. Minimum Payment :
That during the tenure of the Agreement if the Hirer chooses not to continue the use of
the vehicle on Hire Purchase it shall by serving a two months notice in advance to the
owner return the said vehicle. However, in such a case, the Hirer shall be liable to pay 50%
of the total cost of the vehicle to the owner. Any amounts paid by way of rent shall be
adjusted towards the requisite payment of the said vehicle.
5. Obligations of the Owner :

That in terms of the provisions of motor vehicles act, the owner permits to register the
said vehicle in the name of the hirer. However, in case of any default, the property shall be
returned to the owner without any further action. Once the loan amount is complete, the
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owner shall be obligated to give a No Objection Certificate (NOC) to the Hirer for use of
the said property.
6. Default :
That the Hirer agrees to indemnify the owner of the vehicle against all risks loss, damage or
any liability arising out of any accident or theft. The hirer agrees to bear all the costs and
charges as required to be paid in this regard.
7. Dispute :
Arbitration and Conciliation Act, 1996. The said arbitrator shall be appointed mutually by
IN THE WITNESS THEREOF BOTH THE PARTIES TO THIS AGREEMENT HAVE JOINED
THEIR HANDS TO GIVE EFFECT TO THE SAID AGREEMENT ON THE DATE AS
MENTIONED ABOVE.
A Bank Limited
B
X
Witnesses :
1) Name : ___________________
Address : ___________________
Sign. : ___________________
2) Name : ___________________
Address : ___________________
Sign. : ___________________
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DRAFTING AND CONVEYANCING RELATING

5 TO VARIOUS DEEDS & AGREEMENTS - II
PROMISSORY NOTE
As per Section 4 of the Negotiable Instruments Act, 1881, promissory note means an
instrument in writing (not being a bank note or a currency note) containing an unconditional
undertaking, signed by the maker to pay a certain sum of money only to, or to the order of, a
certain person, or to the bearer of the instrument.
Parties to a Promissory Note

A promissory note has the following parties:
(a) The maker: the person who makes or executes the note promising to pay the amount
stated therein.
(b) The payee: one to whom the note is payable.
(c) The holder: is either the payee or some other person to whom he may have endorsed the
note.
(d) The endorser.
(e) The endorsee.
Essentials of a Promissory Note

To be a promissory note, an instrument must possess the following essentials:
(a) It must be in writing. An oral promise to pay will not do.
(b) It must contain an express promise or clear undertaking to pay.
(c) The promise or undertaking to pay must be unconditional.
(d) The maker must sign the promissory note.
(e) The maker must be a certain person.
(f) The payee must be certain.
(g) The sum payable must be certain and the amount must not be capable of contingent
additions or subtractions.
(h) Payment must be in legal money of the country.
(i) It must be properly stamped in accordance with the provisions of the Indian Stamp Act.
Each stamp must be duly cancelled by maker’s signature or initials.
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(j) It must contain the name of place, number and the date on which it is made.
Promissory Note Payable on Demand

On Demand we, A.B., aged about …………… years, son of Shri ……………. Resident of
………….. AND C.D., aged about ……. Years, son of Shri …………. Resident of …………..
jointly and severally promise to pay to E.F., aged about …………….. years, son of Shri
……………….. resident of ………………. Or order the sum of Rupees ………….. (Rs.
……….) only, with interest at the rate of ……….% per annum until repayment for value
received.
DATED AND DELIVERED at ………………… this the ……………..day of …………………
2015.
Sd. A.B.
Sd. C.D.
POWER OF ATTORNEY
As per Section 2(21) of the Indian Stamp Act, 1899, Power of Attorney” includes any
instrument (not chargeable with fee under the law relating to Court fees for the
time being in force) empowering a specified person to act for and in the name of the person
executing it.
A power of attorney executed for the purpose of a specific act is called a special power of
attorney. It is also called a particular power of attorney. A specific act means one judicial
transaction, such as a mortgage or a sale of a particular property.
A power of attorney executed for the purpose of generally representing another person, or
for performing more than one act, is called a general power of attorney.
A power of attorney can be executed in favour of more than one person. If a power of
attorney is executed in favour of more than one person it would be desirable to provide
whether such donees will act jointly or severally.
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Who can execute a Power of Attorney
Any person who is competent to enter into a contract i.e. a person of sound mind who has
attained majority can execute a power of attorney. A power of attorney can be executed only
in favour of a major. The donee acts as an agent of the donor i.e. the executor of the power of
attorney, who is the principal. Thus, in such cases there is relationship of agent and principal
and such relationship can be entered into by majors and not by minors. Section 5 of the
Powers-of-Attorney Act, 1882, further provides that a married woman can execute a power of
attorney as if she was unmarried, by a non testamentary instrument.
Attestation of a Power of Attorney

- A power of attorney need not be attested. However, it is be advisable to execute the
power of attorney by a Notary Public or any Court Judge/Magistrate, Indian Consuel or
Vice-Consuel or representatives of the Central Government.
- A power of attorney can be granted to an agent to present a document for registration.

But it must be executed before and authenticated by the Registrar or Sub-Registrar
within whose District or Sub-District the principal resides or where the Registration
Act is not in force, before any Magistrate or if it is executed outside India, before a
Notary Public, or any Court, Judge, Magistrate, Indian Consul or Vice-Consul or
representative of the Central Government.
Duration of Power of Attorney

- Unless expressly or impliedly limited for a particular period, a general power of
attorney will continue to be in force until expressly revoked or determined by the
death of either party.
- In the case of a company, the power of attorney executed by the directors ceases to be
operative as soon as an order for winding up is made as the directors cease to function.
[Fowler v. Broode P.N. Light & Co]
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Revocable or Irrevocable Power of Attorney
An agency coupled with interest cannot be terminated without the consent of the other party
Therefore, a power of attorney executed, in which the donee himself has an interest, is
irrevocable. Such a power of attorney will need registration.
Power of Attorney by a company

A company being an artificial person can act through agents i.e. its officers. Powers are
delegated by companies to the agents through Board resolutions or through powers of
attorney. A company may, by writing under its Common Seal, empower any person, either
generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf
in any place either in India or outside India. Generally, a detailed power of attorney is executed
in favour of the managing director or chief executive of the company delegating to him all the
powers which under the Companies Act.
Stamp duty on Power of Attorney

Power of attorney is liable to stamp duty under the provisions of the Indian Stamp Act, 1889.
Duty varies from State to State. Further, if a power of attorney executed in one State has to be
sent to another State where the stamp duty payable is higher, for use, then the power of
attorney should be stamped with the difference in the duty before it is so used.
If a power of attorney is executed in a foreign country, it should be stamped within three

months of its being received in India. If it is not stamped within the period of three months of
its being brought to India, then the same will be deemed to be unstamped and cannot be acted
upon.
The proxy lodged with the Company is also a power of attorney. The stamp duty of 30 paise
payable on the proxy is uniform throughout India.
Registration of Power of Attorney

Registration of a power of attorney is not compulsory. In certain cases, registration of power
of attorney may become compulsory. For example:
- A power of attorney, which authorises the donee to recover rents of immovable
property belonging to the donor for the donee’s own benefit is an assignment and
requires registration.
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- A power of attorney which creates a charge on the immovable property referred to
therein in favour of the donee of the power requires registration. [Indra Bibi v. Jain
Sirdar]
Letters of Authority
Letters of authority is nothing but a power of attorney. They are executed on plain paper and
not on stamp paper. Letters of authority are usually issued for collecting some documents or
papers, dividend interest etc. on behalf of another. By and large, the law relating to the powers
of attorney will apply to letters of authority.
Construction of a Power of Attorney

The following two well known rules of construction should be borne in mind while interpreting
a power of attorney:
1. Recitals must be given due regards, showing the scope and object of the power, as such
recitals will control any general terms in the operative part of the instrument. Thus,
when it was recited that the principal was going abroad, and the operative part gave
authority in general terms, it was held that the authority continued only during the
principal’s absence.
2. Where special powers are afforded by general words, the general words are to be
construed as limited.
3. Any power which has not been expressly delegated should not be implied.
Where an act purporting to be done under a power of attorney is challenged as being in excess
of the authority conferred by the power, it is necessary to show that on a fair construction of
the whole instrument the authority in question is to be found within four corners of the
instrument, either in express terms or by necessary implication (Bank of Bengal v.
Ramanathan Chetty).
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DRAFTS OF POWER OF ATTORNEY
GENERAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS
WHEREAS Sesa Goa Ltd. is a Company registered under Companies Act, 1956 and has its
registered office situated at ________________________.
AND WHEREAS the Company from time to time is required to execute, file, submit and make
applications before various authorities.
AND WHEREAS the Company is also required to institute, file documents and defend before
various civil and criminal courts, tribunals, Government Authorities and any other authority
under various laws in force.
AND WHEREAS it is considered necessary and expedient to give authority to Mr. Anil
Agrawal, Chairman and Managing Director of the Company to act on behalf of the company
and perform such other activities as provided in the POA.
AND WHEREAS the Board of Directors of the Company at its meeting held on 25th
December 2014 decided to execute and register a POA in favour of Mr. Anil Agrawal, CMD of
the Company and authorized Mr. Sunil Agrawal, Director of the Company to sign, execute and
register the said POA on behalf of the Company.
NOW THIS POWER OF ATTORNEY WITNESSETH AS UNDER :
Mr. Anil Agrawal, Chairman and Managing Director of the Company be and is hereby
authorized to perform following acts on behalf of the Company as follows :
1. To file, lodge, defend, institute various suits, cases, legal proceedings, complaints,
applications, appeals, petitions by or against the company before various courts
tribunals, authorities judicial and quasi judicial authorities including arbitrators and
conciliators.
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2. To sign and file, affidavit, claims, written statements, revisions, certified copies, statutory
deeds and documents and any other document in support or on behalf of the company
before various authorities.
3. To hire the services of an advocate, counsel, solicitor, or any other legal practitioner
and to take or obtain views / suggestions or opinions from a lawyer or law firm or
practicing professionals or experts on behalf of the company.
4. To make appearances, reward statements, submit statement of claims and defense,

submit various applications or replies before various authorities on behalf of the
company.
5. To make payment of stamp duty, registration fee, court fee, legal charges and expenses
and negotiate with various authorities on behalf of the company.
6. To prepare, sign, submit and execute statutory returns under all the applicable laws
including excise, customs, service tax etc. on behalf of the company.
7. To take care of the company’s property and register, execute, warrant in the name of
the company on its behalf.
8. To appoint agents, intermediaries etc. to act on behalf of the company.
9. To receive and recover payment of excess fees made and to obtain certified copies of
the documents, records, court order and decree.
10. To effectively discharge the statutory duties imposed upon the company under various
laws from time to time.
11. To do all such acts, deeds and things as may be necessary or proper for performing
above mentioned activities.
IN WITNESS WHEREOF THIS DEED HAS BEEN SIGNED AND EXECUTED BY SUNIL
AGRAWAL, DIRECTOR OF THE COMPANY POWERED BY A BOARD RESOLUTION.
Sunil Agrawal
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Director
25TH DECEMBER 2014.
Witnesses :
1)
2)
POWER OF ATTORNEY AT THE TIME OF INCORPORATION
SPECIAL POWER OF ATTORNEY
Mr. Anil Kumar, Practicing Company Secretary having office situated at _____________ is
authorized by this Power of Attorney to represent before the Registrar of Companies, Pune
for matters relating to the incorporation of the proposed company in the name and style of
Starlights Ltd and prepare submit, modify, correct, act or make any changes in the
Memorandum and Articles of Association and any other document filed with the Registrar. He
is further authorized to collect certificate of incorporation on behalf of the company.
Sign
Name of Person
Applicant
Date
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POWER OF ATTORNEY FOR SALE OF IMMOVEABLE PROPERTY
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THIS POWER OF ATTORNEY
WHEREAS I, Khushi own a residential flat at Boat Club Road, particulars of which is given in
the Schedule to this deed.
AND WHEREAS I am desirous of selling the flat for a certain amount of consideration.
AND WHEREAS I have decided to give power of Attorney to Ms. Muskaan to carry out the
sale of the said flat expeditiously upon the terms mentioned below:
NOW THIS POWER OF ATTORNEY WITNESSETH AS UNDER :
Ms. Muskaan be and is hereby authorized to carry out and perform the following activities on
my behalf:
1. To give an Advertisement in a newspaper stating that the said flat is up for sale and all
interested persons shall contact him.
2. To identify a potential buyers who shall be able to pay the consideration and also have a
contractual capacity.
3. To enter into negotiations with such a buyer after obtaining a true valuation of the said
property from a values. He shall have the authority to fix a final price for the flat, as he
thinks fit.
4. To receive any earnest money / advance of certain amount as he thinks fit. The balance
of the sale proceeds shall also be collected by him within the time fixed.
5. To delivery conveyance and a clear title over the said flat to the buyer on the date of
sale of the flat.
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6. To sign, execute all such deeds, instruments, documents which shall be considered
necessary to give effect to the sale, conveyance of the said flat.
7. To take all, such, steps necessary to protect the interests of mine during the course of
sale of the said flat.
8. To get all the necessary deeds, documents, instruments including the sale deed and this
POA registered with the concerned Registrar and Sub-registrar.
9. To pay the requisite stamp duty levied on this POA and sale deed after adjudication by
the Collector of stamps.
10. To enter into all covenants and conditions necessary to give effect to the said Power of
Attorney.
IN WITNESS WHEREOF THIS DEED HAS BEEN SIGNED AND EXECUTED BY ME,
OWNER OF THE PROPERTY:
Khushi
26th December 2014
Witnesses:
1)
2)
WILL
As per Section 2(h) of Indian Succession Act, 1925, Will means’the legal declaration of the
intention of a testator with respect to his property, which he desires to be carried into effect
after his death.’
‘Will’ as per General Clause Act, 1897 shall include a Codicil and every writing making a
voluntary posthumous disposition of property - Section 3(64).
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‘Codicil’ means an instrument made in relation to Will and explaining, altering or adding to its
dispositions and is deemed to form part of the Will - Section 2(d) of Indian Succession Act,
1925.
A Will is, therefore, the legal declaration of a man’s intention which will be performed after his
death or an instrument by which a person makes a disposition of his property to take effect
after his death.
Essentials of a will
Essential characteristics of will are:
(a) The document must be executed by a person competent to make Will and attested.
(b) The declaration should relate to the properties of the testator, which he wishes to
bequeath.
(c) The declaration must take effect after the death of Testator.
(d) It is revocable during the life time of the testator.
(e) It can be modified or altered at any time by the testator.
(f) It must be made in writing.
Who can make a will

Any person of sound mind, not being a minor, may dispose of his property by will. A married
woman can also enter into a contract on her own. Even persons who are deaf or dumb or
blind can make a Will provided they know what they do by it. A person who is ordinarily
insane, may make his Will during the interval in which he is of sound mind. However, no
person can make a Will while he is in a state of mind arising from intoxication or from illness
or from any other cause such that he does not know what he is doing.
Types of will
Privileged Will: Any soldier or an airman or any mariner at sea, may, who has completed the
age of eighteen years may dispose of his property by way of a Will. Such Wills are called
privileged Wills. Privileged Wills may be made orally and may not always be in writing. If
written in handwriting of testator, it need not be signed or attested.
Unprivileged Will: Wills made by the persons other than stated above are Unprivileged Will.
Such Wills are required to be in writing, signed by testator and attested by the two witnesses
(except those made by Mohammedans).
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Registration, Attestation and Stamp Duty

Registration of Will is optional. The Will must be attested by two or more witnesses by
complying with the following requirements:
(i) Each of them must have seen the testator sign or affix his mark to the Will or has
seen some other person sign the Will, in the presence and by the direction of the
testator, or
(ii) Each witness has received from the testator a personal acknowledgment of his
signature or mark, or of the signature of such other person; and
(iii) Each witness must sign the Will in the presence of the testator.
Probate
Probate is a certificate granted under the seal of Competent Court, certifying the Will as the
Will of the testator and granting the administration of the estate of the deceased in accordance
with that Will to the executor named under the Will.
Letters of Administration
A letter of administration can be obtained from the Court of competent jurisdiction in cases
where the testator has failed to appoint an executor under a will or where the executor
appointed under a will refuses to act or where he has died before or after proving the Will but
before administration of the estate.
Content of a Will
- Mention the name and address of the testator;
- Mention of the fact that the testator is making the will voluntarily and in sound state of mind;
- Enumeration of testators relatives who would be entitled to his properties on intestacy and
to whom the bequests are proposed to be made;
- Details of procedure of making bequests;
- Use of clear and unambiguous language;
- Avoidance of conflict with the rule of law.
- Appointment of executor
- Schedule of properties bequeathed;
- Attestation of will by atleast two witnesses;
- Provisions relating to bequest and trusts created by the will should be complete
- Interest conveyed by will should be clearly defined.
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Construction of wills
There are two cardinal principles in the construction of Wills. The first is that clear and
unambiguous dispositive words are not to be controlled or qualified by any general expression
or intention. The second is, to use Lord Denham’s language, that technical word or words of
known legal import must have their legal effect even though the testator uses inconsistent
words [Lalit Mohan Singh Roy v. Chikkun Lai Roy].
(i) Cardinal maxim: The cardinal maxim to be observed in construing a Will is to
ascertain the intentions of the testator. This intention has to be primarily gathered
from the document which is to be read as a whole. [Gnambal Ammal v. T. Raju
Iyer].
(ii) Relevant considerations: In construing the language of a Will, the courts must
consider the surrounding circumstances, the position of the testator, his family
relationship, the probability that he would use words in a particular sense. The
court is entitled to put itself into the testator’s arm chair. [Venkatanarasimha v.
Parthasarthy]
(iii) Avoidance of intestacy: If two constructions are reasonably possible and one of
them avoids intestacy while the other involves it, the court would certainly be
justified in preferring that construction which avoids intestacy. [Kasturi v.
Ponnammal]. It is settled law that words in a Will must be construed in their
ordinary grammatical sense unless it is shown that a clear intention to use them in a
different sense exists and is so proved. [Guruswami Pillai v. Sivakami Ammal].
(iv) Effect should be given to every disposition: It is one of the cardinal principles of
construction of Will that to the extent that it is legally possible, effect should be
given to every disposition contained in the Will unless the law prevents effect being
given to it. The intention of the testator should be gathered by giving a harmonious
interpretation to the various terms of the Will as a whole. [Rampali v. Chando].
(v) Later part or last words to prevail in case parts irreconcilable or there is
repugnancy. - If the several parts of the Will are absolutely irreconcilable, the part
that is later has to prevail. [Somasundera Mudaliar v. Ganga Bissen Soni].
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WILL
Will by a Hindu in favour of his Family

I, Q aged 75 years, residing at Camp, Hindu, do hereby declare that this is my last will made
and executed on 24th January 2015, Pune. I affirm that I am writing this will with my free
consent and in sound state of mind.
WHEREAS I have attained a reasonable age and due to ill health, I remain unstable.
AND WHEREAS during my lifetime, I possessed myself with various moveable and immoveable
properties over which, I enjoy absolute rights as detailed in the schedule thereto.
AND WHEREAS the said property includes all sorts of ancestral property.
AND WHEREAS I have decided to make necessary arrangements with respect to the
execution of the said property after my death so that my family members enjoy their
respective properties without any dispute. I therefore make the following declarations as
follows :
1. By this will, I revoke all my previous wills.
2. I have my wife named __________________ age, one son name
____________________ age ______ and one daughter name ______________ age
____________ after me who shall succeed over the said properties.
3. I bequeath :
a) Property 1 as mentioned in Serial No. 1 of the Schedule along with all the furniture,
fittings, belongings and other equipment to my wife to be absolutely enjoyed by her
in her free will.
b) Property 2 as mentioned in serial No. 2 of the Schedule along with all the furniture,
fittings, belongings and other equipments to my son to be absolutely enjoyed by him
in his free will.
c) Property 3 as mentioned in Serial No. 3 of the schedule along with the furniture,
fittings, belongings and other equipments to my daughter to be absolutely enjoyed
by her in her free will.
4. Any other Asset or any kind of moveable or immoveable property or any other
ornaments, jewellery which is not mentioned in points mentioned above shall be
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absolutely transferred to my wife and my children ,in no case, shall have any right over
them.
5. For the purpose of execution of this will, I hereby appoint my son as the executor.
SCHEDULE
1. Bunglow situated at _______________________________________
2. Flat situated at ___________________________________________
3. Flat situated at ___________________________________________
IN WITNESS WHEREOF I HAVE SIGNED THIS WILL ON THE DAY AND DATE AS
MENTIONED ABOVE.
SD
Q
TESTATOR
Signed and executed by the testator in our presence above and the witnesses have also signed
and executed the same.
Witnesses:
1) Name : ____________________
Address : ____________________
Signature : ____________________
2) Name : ____________________
Address : ____________________
Signature : ____________________
WILL IN FAVOUR OF A MINOR

I, Q aged 75 years, residing at DP Road, Pune – 411002, do hereby declare that this is my last
will made and executed on 24th January 2015. I, hereby affirm that I am writing this will with
my free consent and in sound state of mind. The will confirms to the provisions of Hindu
Succession Act, 1925.
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WHEREAS I have attained the age of 75 years and constantly remain unstable due to ill health.
AND WHEREAS, I have during my lifetime acquired and possessed various properties,
jewellery, wealth and other assets, mention of which is made particularly in the Schedule
below:
AND WHEREAS the said property includes all sorts of ancestral property.
AND WHEREAS I have made and executed this will so that after my lifetime all the properties,
jewellery, wealth and other assets, mention of which is made in the Schedule vests absolutely
with my grandson, A and he shall be entitled to enjoy the property without any dispute.
AND WHEREAS I appoint my son, S as the guardian for my grandson A, and trustee of the
property, jewellery, wealth which will vest with him after my lifetime.
S shall hold the property on behalf of A if 1 die before he attains majority. On A attaining
majority the properties shall automatically vest with him. However S, trustee shall not make
any variations to the property while holding the same.
I therefore make the following declarations as follows :

1. By this will, I revoke all my previous wills.
2. I bequeath :
All properties mentioned in the schedule along with any other additions which may be made to
it after the date of making of this will to my grandson, A aged 12 years, is to be enjoyed by him
freely on attainment of majority.
Schedule
1. Property A at ________________________
2. Bunglow B at ________________________
3. Farm House C at _____________________
4. Pent House D at ______________________
5. All jewellery, cash lying in the Bank lockers.
6. All the Shares, debentures, bonds, policies.
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SIGNED AND EXECUTED BY THE TESTATOR IN THE PRESENCE OF WITNESSES

MENTIONED BELOW AND THE WITNESSES HAVE ALSO SIGNED AND EXECUTED THE
SAME.
SD
Q
TESTATOR
Signed and executed by the testator in our presence above and the witnesses have also signed
and executed the same.
Witnesses:
1) Name : ____________________
Address : ____________________
Signature : ____________________
2) Name : ____________________
Address : ____________________
Signature : ____________________
RELEASE OR RELINQUISHMENT DEED
A release or relinquishment deed is an instrument whereby a person renounces his claim over
certain property in someone else’s favor. A release is sometimes called relinquishment. When
considered from the point of view of the person in whose favour the transaction operates, it is
“release” as it releases him or his property from an obligation or liability. When considered
from the point of view of the releaser, it may be said to be a “relinquishment” as the releaser
relinquishes a certain right which he has, or may be entitled to enforce.
Essentials of a release deed are as follows:

- A release must be in writing signed by all the releasers.
- It can be drafted as a deed poll or as a deed.
- If the release is required to be registered it should be attested by at least two
witnesses. In other cases it may be attested by one witness.
- If the subject matter of the release is an immovable property the amount of value of
which exceeds Rs.100, it is compulsorily registrable.
- A release deed is chargeable to the same stamp duty as an instrument.
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RELEASE DEED
THIS DEED OF RELEASE MADE AND EXECUTED ON 31ST JANUARY 2015.
BY AND BETWEEN
A (Hereinafter referred to as ‘Partner’, ‘Partner A’ or Party of the First Part and unless the text
otherwise expresses shall include all its legal heirs, representatives, successors etc)
AND
B (Hereinafter referred to as ‘Partner’, ‘Partner B’ or Party of the Second Part and unless the
text otherwise expresses shall include all its legal heirs, representatives, successors etc)
WHEREAS A and B entered into partnership business for carrying out T-Shirt customization
business on 1st of April 2009.
AND WHEREAS on account of the dispute between the said partners, the partnership was
dissolved on 1st December 2014 which was settled through an Arbitrator.
AND WHEREAS on account of dissolution, the arbitrator disposed off all the assets of the
Partnership business and settled on the liabilities.
AND WHEREAS to avoid any further dispute both the parties are desirous of executing a
Release Deed and hence this agreement.
NOW THIS DEED OF RELEASE WITNESSETH AS UNDER :
That Mr. A releases Mr. B and Mr. B releases Mr. A from all the claims liabilities debts sum due
against each other on account of dissolution of the said partnership business.
MENTIONED ABOVE.
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A
Signature
B
Signature
Witnesses :
Name : ____________________
Address : ____________________
Signature : ____________________
Name : ____________________
Address : ____________________
Signature : ____________________
RELEASE BY A MINOR OF HIS GUARDIAN
BE IT KNOWN TO ALL THAT:
I, A, age 19 years, son of Mr. L, resident of KP, Pune do hereby release and relinquish all the
liabilities, claims, demands, sum due, possessory rights which I may have against Mr. L, ex-
guardian.
WHEREAS Mr. L was appointed as a guardian of my property during my minority by order of

the District Judge in Case No. 420 dated 1st of June, 2010
AND WHEREAS the said guardian has handed over both moveable and immoveable properties
of the value of Rs. 1 crore held by him as my guardian and 1 have now taken possession of the
same.
AND WHEREAS the said property is in a satisfying condition and there is no material
alteration in respect of the same or in its management.
NOW THIS DEED OF RELEASE WITNESSETH AS UNDER:
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That, I, A on attainment of the age of majority on 15th of January 2015 and in pursuance of the
District Court order dated 1st June 2010, I hereby release Mr. L from all the claims, liabilities
demands, sum dues pertaining to my property during my minority.
S/D
A
Witnesses:
Name : ____________________
Address : ____________________
Signature : ____________________
Name : ____________________
Address : ____________________
Signature : ____________________
FAMILY SETTLEMENT
In Kale v. Dy. Director of Consolidation, the Supreme Court has laid down the following
propositions:
(1) The family settlement must be a bona fide .

(2) The said settlement must be voluntary and should not be induced by fraud, coercion or
undue influence.
(3) The family arrangement may be even oral in which case no registration is necessary.
(4) Registration would be necessary only if the terms of the family arrangement are
reduced into writing.
(5) The members who may be parties to the family arrangement must have some
antecedent title, claim or interest or even a possible claim in the property
(6) Even in bona fide disputes, present or possible, which may not involve legal claims are
settled by a bona fide family arrangement.
(7) A family arrangement, which is for the benefit of the family generally, can be enforced in
a court of law.
The propositions quoted above clearly contemplates that even if a party to the settlement had
no title but, under the arrangement, the other party relinquishes all its claims or titles in favour
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of such a person and acknowledges him to be the sole owner, then the antecedent title must
be assumed and the family arrangement will be upheld and the Courts will find no difficulty in
giving assent to the same. [CIT v. R. Ponnammal]
FAMILY SETTLEMENT
THIS DEED OF FAMILY SETTLEMENT executed on 31st January 2015 AT PUNE.
BY AND BETWEEN
A (Hereinafter referred to as elder ‘Brother’ or ‘Party of the First Part’ and unless the text
otherwise expresses shall include all its legal heirs, representatives, successors etc)
AND
B (Hereinafter referred to as ‘younger Brother’ or ‘Party of the Second Part’ and unless the
text otherwise expresses shall include all its legal heirs, representatives, successors etc)
A, S/o Mr. L, R/o KP, Pune – 411 004 is the elder brother.
B S/o Mr. L, R/o KP, Pune – 411 004 is the younger brother.
AND WHEREAS both the brothers jointly started to carry on the business of textile Mills
jointly in Partnership form by equal capital contribution.
AND WHEREAS a dispute arose between both the brothers and in part thereof both of them
as jointly decided to separate the ancestral acquired property amongst themselves as discussed
hereto.
NOW THIS DEED OF FAMILY SETTLEMENT WITNESSETH AS UNDER:

1. That A shall keep the ____ shop situated at along with all the assets it comprises of
without any claim from the second party more particularly described in the Schedule to
the agreement.
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2. That all the residential property including the bungalow situated at _____________ be
kept reserved by the younger brother or ‘Party of the Second Part’ w/o any claim from
the first party.
3. That any other asset not mentioned under the agreement shall be divided and
distributed equally between both the brothers.
SCHEDULE
MENTIONED ABOVE.
A
Signature
B
Signature
Witnesses :
Name : ____________________
Address : ____________________
Signature : ____________________
Name : ____________________
Address : ____________________
Signature : ____________________
GIFT
Section 122 of Transfer of Property Act, 1882 states that ‘Gift’ is the transfer of certain
existing movable or immovable property made voluntarily and without consideration, by one
person, called the donor, to another, called the donee, and accepted by or on behalf of the
donee. Such acceptance must be made during the life time of the donor and while he is still
capable of giving. If the donee dies before acceptance, this gift is void.
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For the purpose of making gift of immovable property, the transfer must be affected by a
registered instrument signed by or on behalf of the donor and attested by at least two
witnesses.
For the purpose of making gift of movable property, the transfer may be affected either by a
registered instrument signed as aforesaid or by delivery. Such delivery may be made in the
same way as goods sold may be delivered.
Gift should be made only for the existing property as gift of future property is void because gift
of future property is mere promise and cannot be enforced. Section 125 provides that the gift
of a thing to two or more donees of whom one does not accept it, is void as to the interest
which he would have taken had he accepted. The intention conveyed under this Section is that
a gift is personal to the donee and therefore if a gift made to two persons jointly and one of
them does not accept it, the other cannot accept the whole.
Under Hindu Law a gift once completed is binding upon the donor and it cannot be
revoked by him unless it was obtained by fraud or undue influence [Ganga Baksh v. Jagat
Bahadure].
But the rules of Muslim Law are different. Section 126 of T.P. Act, 1882 for revocation of gift
cannot be applied to Muslims. A Muslim can revoke a gift even after delivery of possession
except in following cases (1) when the gift is made by a husband to his wife or by a wife to her
husband; (2) when the donee is related to the donor within the prohibited degrees; (3) when
the gift is Sadaka (made to a charity or for a religious cause); (4) when the donee is dead; (5)
when the thing given has passed out of the donees’ possession by sale,
gift or otherwise; (6) when the thing given is lost or destroyed; (7) when the thing given has
increased in value; (8) when the thing given is so changed that it cannot be identified; (9) when
the donor has received some thing in exchange for the gift.
HOW GIFT OF DEED IS MADE
The gift deed should be drafted as a deed of transfer. There is no consideration involved in gift
as such and no mention is required to be made of the same in the gift deed. However, the
words “natural love and affection” is generally expressed in all cases of gift to relations, and
“consideration of esteem and regard” is expressed when the gift is in favour of same person for
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whom the donor has regard e.g. when the donee is his religious preceptor. But for a Company
these intra-personal characteristic may be necessary. A Company may make gift to honour a
person for his outstanding achievements in social life if so authorised under its memorandum
and articles.
STAMP DUTY AND REGISTRATION
The value of the property gifted must be set forth in the deed of gift. Stamp Duty is payable on
gift deed as on the conveyance as per amount of value of the property as mentioned in the
deed or as per market value of such property whichever is greater as per Article 23 of the
Indian Stamp Act, 1899. If the value of the property is intentionally omitted or under-valued
with a view to defraud the revenue, prosecution may be invited under Section 64 of Indian
Stamp Act (Muhamad Muzaffar Ali). Further, penalty provisions under Gift-tax Act may also
be attracted.
Gift deed of immovable property is compulsorily registrable as per Section 123 of the Transfer
of Property Act and Section 17(i)(a) of the Registration Act, 1908, whatever may be the values.
DEED OF GIFT FOR LOVE AND AFFECTION
THIS DEED OF GIFT is made on the……………………. day of…………………….
BY AND BETWEEN
A (Hereinafter referred to as the ‘the donor’ or ‘Party of the First Part’ and unless the text
etc)
AND
B (Hereinafter referred to as the ‘the donee’ or ‘Party of the Second Part’ and unless the text
etc)
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WHEREAS the donor is owner of the property described in the Schedule and out of his
paternal affection for his daughter, the donor , is desirous of making a gift of the said property
to the donee at the time of her marriage.
NOW THIS DEED WITNESSES AS FOLLOWS:
1. In consideration of the natural love and affection of the donor for the donee, the donor
transfers to the donee free from encumbrances ALL the property described in the
Schedule TO HOLD the same to the donee absolutely for ever.
2. The donee accepts the transfers.
Schedule
IN WITNESS WHEREOF……………………………………………………..
Signed, sealed and delivered

A
B
Witnesses:
1
2
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3 SECRETARIAL PRACTICE IN DRAFTING
RESOLUTIONS
Though company is bestowed with the characteristic of separate legal entity but it cannot take
decision on its own. Since it is not a natural person, it expresses its will or takes its decisions
through natural persons (i.e. directors or members) collectively which is known as resolutions.
There are two collective bodies in the company which take decision through resolutions:
(i) Board of Directors - who manage, control and direct the business of the company
(ii) General body of members - who ultimately own the company.
The usual meetings of a company under the Companies Act, 2013 can be classified as:
1. Meetings of the Directors and their Committees
2. Meetings of Members:
(a) Annual General Meetings (AGM)
(b) Extraordinary General Meetings (EGM)
(c) Class Meetings
Board of directors take decision by passing resolution as follows:

(i) Resolution by majority
(ii) Unanimous resolution (100%)
Resolution by general body of members take place in following two modes:
(i) Ordinary resolution

An Ordinary resolution is one which is passed in the company’s general meeting by
a simple majority of votes. All matters relating to the company’s business, except
those which need to be settled by a special resolution, are settled by an ordinary
resolution.
(ii) Special resolution
The votes cast in favour of the resolution, whether in person or by proxy, are not less
than three times the votes cast against the resolution by members so entitled. A prior
notice needs to be given for moving a special resolution in any meeting of the company.
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SECRETARIAL STANDARDS
Section 118(10) of the Companies Act, 2013, provides that every company shall observe
Secretarial Standards with respect to general and board meeting specified by the ICSI and
approved by the Central Government, namely:
(i) SS-1 Meetings of the Board of Directors and
(ii) SS-2 General Meetings
“This Standard is in conformity with the provisions of the Act. However, if due to subsequent changes in
the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of
the Act shall prevail.”
SS-1 – MEETINGS OF THE BOARD OF DIRECTORS

As per section 118 of the Act, every company is required to observe SS-1 except
(i) One Person Companies(OPC) having only one Director on its Board and
(ii) Such other class or class of companies which are exempted by Central Government
through Notification e.g. companies licensed under Section 8 of the Companies Act,
2013. Exemptions shall be applicable to a Section 8 company provided it has not
committed a default in filing its Financial Statements or Annual Return with the
Registrar of Companies.
SS-1 is also applicable to the Meetings of Committee(s) of the Board viz Audit Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee
& Stakeholders Relationship Committee.
CONVENING A MEETING
Subject to Articles of Association of a company, Board meeting may be convened by any
Director of a company or by CS or where there is no Company Secretary, any person
authorized by the Board, on the requisition of a Director.
The Company Secretary cannot call for a Meeting on his own, unless authorized by the Board
of Directors or the Articles to do so.
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DAY, TIME, PLACE, MODE AND SERIAL NUMBER OF MEETING
- It is mandatory for every meeting to have a serial number for ease of reference.
- Serial number of the original Meeting and the adjourned Meeting should be the same.
For eg: In case the serial number of the original Meeting is 12th Meeting, the serial
number of the adjourned Meeting should be 12th Meeting (Adjourned)
- Board of Director’s meeting can be convened even on Sunday and national holiday too.
Even a meeting of Board of Director’s adjourned for want of quorum can be held on
national holiday.
LIKH LE PAAPI….
NOTICE OF THE MEETING

Notice of the Meeting shall clearly mention a venue, whether registered office or otherwise, to
be the venue of the Meeting and all the recordings of the proceedings of the Meeting, if
conducted through Electronic Mode, shall be deemed to be made at such place.
Communication by a Director of his intention to participate through Electronic Mode

- A Director intending to participate through Electronic Mode should communicate his
intention to the Chairman or the Company Secretary of the company.
- He should give prior intimation to that effect sufficiently in advance so that the company
is able to make suitable arrangements in this behalf.
- Directors shall not participate through electronic mode in the discussion on certain
restricted items. (Earlier, they could do so with express permission of Chairman)
- After giving the aforesaid intimation, if the Director decides to participate by being
present physically at a particular Meeting, he may so participate after communicating the
same to the Company.
Meetings through Electronic Mode

There is no restriction on a company to hold all its Meetings through Electronic Mode
provided the company ensures presence of physical Quorum during consideration of any of the
restricted items of business and comply with the applicable legal provisions.
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Delivery of Notice
Notice in writing of every Meeting shall be given to every Director by hand or by speed post
or by registered post or by facsimile or by e-mail or by any other electronic means. Where a
director specifies a particular means of delivery of notice, the notice shall be given to him by
such means. But, in case of a meeting conducted at a shorter notice, the company may choose
an expedient mode of sending notice.
Form of Notice
- The Notice should preferably be sent on the letter-head of the company.
- Where it is not sent on the letter-head or where it is sent by e-mail or any other
electronic means, there should be specified, whether as a header or footer, the name of
the company and complete address of its registered office together with all its
particulars such as CIN, date of Notice, authority and name and designation of the
person who is issuing the Notice and preferably the phone number of the Company
Secretary or any other designated officer of the company who could be contacted by
the Directors for any clarifications or arrangements.
- Notice should be signed by the Company Secretary. If there is no Company Secretary,

the Notice should be signed by any Director or any other person who is authorised by
the Board to issue Notice.
- The Notice shall specify the serial number, day, date, time and full address of the venue
of the Meeting.
- The Notice should specify the serial number given to the Meeting.
- Day and date specified in the Notice should be as per the Gregorian calendar.
- The time specified in the Notice should be the time of commencement of the Meeting.
- In the case of a requisitioned Meeting, it is advisable to mention in the Notice the fact
that the Meeting is being convened on the requisition of a Director.
Intimation to Directors for availability of option to participate through Electronic Mode

- The Notice shall inform the Directors about the option available to them to participate
through Electronic Mode and provide them all the necessary information.
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- The Notice shall also contain the contact number or e-mail address(es) of the
Chairman or the Company Secretary or any other person authorized by the Board, to
whom the Director shall confirm in this regard.
- If a Director intends to participate through electronic mode, he shall give sufficient
prior intimation to the Chairman or to the Company Secretary to enable them to make
suitable arrangements in this behalf.
- The Director may intimate his intention of participation through electronic mode at the
beginning of the Calendar year also, which shall be valid for such calendar year.
Notice is mandatory:
- The Notice of a Meeting shall be given even if meetings are held on pre-determined
dates or at pre-determined intervals.
- Notice convening a Meeting shall be given at least seven days before the date of the
Meeting, unless the Articles prescribe a longer period.
- The company may prescribe a longer Notice period through its Articles, in which case
the Articles should be complied with. However, the statutory Notice period of seven
days cannot be reduced by the company in its Articles. The only exception to this is
situations where the Articles provide for giving Notice at a shorter period of time.
Draft Resolution
- Where approval by means of a Resolution is required, the draft of such Resolution shall
be either set out in the note or placed at the Meeting.
- However, any other decision taken at the Meeting may also be recorded in the Minutes
in the form of Resolution. Detailed Notes on each item on the Agenda requiring
approval at the Meeting, accompanied by a draft Resolution, where necessary, would be
a step towards ensuring informed decisions / deliberations.
- Resolutions drafted and circulated to Directors in advance, along with the Agenda saves
time at the Meeting, clarifies the subject matter, facilitates discussion, simplifies
preparation of Minutes of the Meeting and enables issuance of certified copies of
Resolution, wherever required, after the Meeting and before the Minutes thereof are
finalised.
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Shorter Notice for notice and agenda
- To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at
shorter period of time than stated above, if at least one Independent Director, if any,
shall be present at such Meeting.
- If none of the Independent Directors are present at the Meeting held on shorter Notice
and on the subsequent circulation of Minutes, none of the decisions or any of the
decisions taken at such Meeting is disapproved or not ratified by at least one
Independent Director, if any, such decisions of the Board in respect of such items fail.
The company should, therefore not implement decisions taken at such Board Meeting
until they are ratified by at least one Independent Director, if any.
- In case the company does not have an Independent Director, ratification of the
decisions taken at such Meeting should be done by the majority of Directors of the
company. However, such ratification by majority is not required where the item was
approved at the Meeting itself by a majority of Directors of the company.
FREQUENCY OF MEETINGS
- The company shall hold at least four Meetings of its Board in each Calendar Year with a
maximum interval of one hundred and twenty days between any two consecutive
Meetings.
- Now, the stricter requirement of holding Board Meeting in every quarter has gone
away with.
- As a good governance practice, the Board may approve in advance, a calendar of dates
for Meetings to be held in a year.
One Person Company, Small Company and Dormant Company
- One Person Company, Small Company or Dormant Company shall hold one Meeting of
the Board in each half of a calendar year and the gap between the two Meetings of the
Board is not less than ninety days.
- If a One Person Company, Small Company or Dormant Company holds only two
Meetings in a year, then the gap between the two such Meetings should be minimum 90
days. If more than two Meetings are held in a year where the gap between the first and
the last Meeting in a year exceeds 90 days then it would be sufficient compliance of the
requirement.
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- The above provision is equally applicable in case of a private start-up company. Start-up
company means a private company incorporated under the Act and recognised as start-
up in accordance with the notification issued by the Department of Industrial Policy and
Promotion, Ministry of Commerce and Industry.
Meetings of Committees
Committees shall meet as often as necessary subject to the minimum number and frequency
prescribed by any law or any authority or as stipulated by the Board.
Meeting of Independent Directors
- Where a company is required to appoint Independent Directors under the Act, such
Independent Directors shall meet at least once in a Financial Year.
- The independent directors of the company shall hold at least one meeting in a financial
year without the attendance of non-independent directors and members of
management to review the performance of Non-Independent Directors and the Board
as a whole; to review the performance of the Chairman and to assess the quality,
quantity and timeliness of flow of information between the company management and
the Board and its members that is necessary for the Board to effectively and reasonably
perform their duties.
- A Meeting of Independent Directors is not a Meeting of the Board or of a Committee
of the Board.
- The Company Secretary, wherever appointed, shall facilitate convening and holding of
such meeting, if so desired by the Independent Directors.
- In order to seek some clarification, opinion, views, etc., the Independent Directors may
invite the Company Secretary or the Managing Director or any other officer of the
company or a Company Secretary in Practice or any other expert to attend such a
Meeting or a part thereof.
QUORUM
The Quorum for a Meeting is the minimum number of Directors whose presence is required
to constitute a valid Meeting and who are competent to transact business and vote.
- In order that a Meeting may be properly constituted and the business be validly
transacted, Quorum should be present.
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- An Interested Director should neither participate nor vote in respect of an item in
which he is interested, nor such Director be counted for Quorum in respect of such
item. However, such Director may be present in the Meeting during discussions on
such item. However, in case of a private company, a Director shall be entitled to
participate in respect of such item after disclosure of his interest.
- If the item of business is a related party transaction, then he shall not be present at the
meeting, whether physically or through electronic mode, during discussions and voting
on such item.
- In case of a private company, sub-section (2) of Section 184 shall apply with the
exception that the Interested Director may participate at such Board Meeting after
disclosure of his interest. For the purpose of Quorum, an Interested Director means a
Director covered under sub-section (2) of Section 184 of the Act which in turn
provides for disclosure of interest by an Interested Director and prohibits his
participation in an item in which he is interested.
- In case of a private company, an Interested Director may also be counted towards
quorum after disclosure of his interest.
Related Party Transaction
If the item of business is a related party transaction, then the interested director shall not be
present at the Meeting, whether physically or through Electronic Mode, during discussions and
voting on such item.
Disclosure of interest by Interested Director
- Any Director of the company who is interested in a matter being considered at the
Meeting should disclose his interest.
- Every Director should, at the first Meeting of the Board in which he participates as a
Director and thereafter at the first Meeting of the Board in every financial year or
whenever there is any change in the disclosures already made, then at the first Board
Meeting held after such change, disclose his concern or interest in any company or
companies or bodies corporate, firms, or other association of individuals, which should
include his shareholding.
- An Interested Director should also disclose the nature of his concern or interest at the
Meeting of the Board where the contract or arrangement in which he is interested as
above is discussed.
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- Disclosure of interest, should be made by him, even if he himself, or he along with
other Directors holds less than two percent of the paid-up share capital of that body
corporate. This is required for the purpose of reckoning the limit of two percent
shareholding by all the Directors.
Quorum for Meetings of the Board
The Quorum for a Meeting of the Board shall be one-third of the total strength of the Board,
or two Directors, whichever is higher.
Quorum for Meetings of Committees
The Quorum for Meetings of any Committee constituted by the Board shall be as specified by
the Board. If no such Quorum is specified, the presence of all the members of any such
Committee is necessary to form the Quorum.
ATTENDANCE AT MEETINGS
Attendance register
- Every company shall maintain attendance register for the Meetings of the Board and
Meetings of the Committee. The pages of the attendance register shall be serially
numbered.
- Attendance may be recorded on separate attendance sheets or in a bound book or
register. If an attendance register is maintained in loose-leaf form, it shall be bound
periodically, at least once in every three years.
- The attendance register should also contain the capacity in which an Invitee attends the
Meeting and where applicable, the name of the entity such Invitee represents, and the
relation, if any, of that entity to the company.
- Persons who are present in a Meeting merely to provide administrative assistance to an
Invitee or Director or Company Secretary should neither be treated as “Invitees” nor
as “in Attendance”. The Chairman may use his discretion in recording the presence of
such persons.
- If a Committee deems it necessary, it may invite any other Director, who is not a
member of the Committee, to attend the Meeting of the Committee for specific
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purpose. Such Director should then be treated as an “Invitee” at the Meeting for all
purposes.
Signing of Attendance Register
- The attendance register shall be deemed to have been signed by the Directors
participating through Electronic Mode, if their attendance is recorded in the attendance
register and authenticated by the Company Secretary or where there is no Company
Secretary, by the Chairman or by any other Director present at the Meeting, if so
authorised by the Chairman and the fact of such participation is also recorded in the
Minutes.
- Signing of the attendance register would not only be evidence of the particular Director
being present at the Meeting but would also facilitate payment of sitting fees and
accounting thereof by the company.
Place of maintaining attendance register
The attendance register shall be maintained at the Registered Office of the company or such
other place as may be approved by the Board. The attendance register is open for inspection
by the Directors. Even after a person ceases to be a Director, he shall be entitled to inspect
the attendance register of the Meetings held during the period of his Directorship.
Roll call for Directors participating through Electronic Mode
- In case of Directors participating through Electronic Mode, the Chairman shall confirm
the attendance of such Directors. For this purpose, at the commencement of the
Meeting, the Chairman shall take a roll call. The Chairman or the Company Secretary
shall request the Director participating through Electronic Mode to state his full name
and location from where he is participating and shall record the same in the Minutes.
- During the roll call, every Director participating through Electronic Mode should state,
for the record, the following namely:
(a) name;
(b) the location from where he is participating;
(c) that he has received the Agenda and all the relevant material for the Meeting; and
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(d) that no one other than the concerned Director is attending or having access to the
proceedings of the Meeting at the location mentioned in (b) above.
- The proceedings of such Meetings shall be recorded through any electronic recording
mechanism and the details of the venue, date and time shall be mentioned.
- The attendance register shall be preserved for at least eight financial years from the
date of last entry made therein and may be destroyed thereafter with the approval of
the Board.
Leave of absence
- Leave of absence shall be granted to a Director only when a request for such leave has
been communicated to the Company Secretary or to the Chairman or to any other
person authorised by the Board to issue Notice of the Meeting.
- Request for leave of absence may be either oral or written. Any such request received
should be mentioned at the Meeting and should be recorded in the Minutes of the
Meeting.
- The Minutes of the Meeting should clearly mention the names of the Directors present
at the Meeting and those who have been granted leave of absence.
Vacation of office of Director
- The office of a Director shall become vacant in case the Director absents himself from
all the Meetings of the Board held during a period of twelve months with or without
seeking leave of absence of the Board.
- For the purpose of counting of Board Meetings held in the preceding twelve months,
the counting should commence from the date of the first Board Meeting held
immediately after the Meeting which the Director concerned last attended.
- A Board Resolution need not be passed to show that office of Director has been
vacated by a particular Director. Vacation of office is automatic as soon as a Director is
found to have incurred disability
Proxies cannot be appointed to attend Board Meetings
The Act does not contain any provision conferring on the Directors the right to appoint a
proxy to attend Board Meetings.
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CHAIRMAN
Meetings of the Board
The Chairman of the company shall be the Chairman of the Board. If the company does not
have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board.
The procedure for appointment and powers and duties of a Chairman may be prescribed in the
Articles of the company.
Appointment of Chairman
- For a Meeting to be properly constituted, the Chairman of the Board or a validly

elected person should be in the chair.
- The Act does not provide for appointment of a Chairman of the Meeting but the Model
Articles provide that the Board may elect a Chairman of its Meetings and determine the
period for which he is to hold office.
- While appointing such person, the Board may stipulate a time period for the person to
continue as Chairman of the Board. At the end of such period, the Board may either re-
appoint the person or appoint any other Director as Chairman of the Board.
- It is considered a good practice for every company to have a Chairman who would be
the Chairman for Meetings of the Board of Directors as well as general meetings of the
company. Normally, the Directors elect one amongst themselves to be the Chairman of
the Board and he continues to act as such until he ceases to be a Director or until
another Director is appointed as the Chairman.
- The Chairman may be appointed in accordance with the relevant provision in the
Articles. Companies may provide, in their Articles, for the appointment of a Vice
Chairman to act as Chairman in the absence of the Chairman. In absence of such
provision in the Articles and in the absence of the Chairman, the Directors may elect
one of themselves as a Chairman for the Meeting.
Election of Chairman in the absence of elected chairman
The Chairman of the Board shall conduct the Meetings of the Board. If no such Chairman is
elected or if the Chairman is unable to attend the Meeting, the Directors present at the
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Meeting shall elect one of themselves to chair and conduct the Meeting, unless otherwise
provided in the Articles.
- If no Chairman is elected by the Board, or if at any Meeting, the Chairman is not

present within five minutes after the time appointed for holding the Meeting, the
Directors present may choose one of their number to be Chairman of the Meeting.
Interested Chairman should vacate the Chair
If the Chairman is interested in an item of business, he shall entrust the conduct of the
proceedings in respect of such item to any Non-Interested Director with the consent
of the majority of Directors present and resume the Chair after that item of business has been
transacted.
However, in case of a private company, the Chairman may continue to chair and participate in
the Meeting after disclosure of his interest.
If the item of business is a related party transaction, the Chairman shall not be present at the
Meeting, whether physically or through Electronic Mode, during discussions and voting on such
item.
MEETINGS OF COMMITTEES
Chairman of Committee Meeting
- A member of the Committee appointed by the Board or elected by the Committee as

Chairman of the Committee, in accordance with the Act or any other law or the
Articles, shall conduct the Meetings of the Committee. If no Chairman has been so
elected or if the elected Chairman is unable to attend the Meeting, the Committee shall
elect one of its members present to chair and conduct the Meeting of the Committee,
unless otherwise provided in the Articles.
- The Board may appoint a Chairman for a Committee at the time of the constitution of
the Committee. If the Board has not appointed the Chairman, the Committee may elect
a Chairman of its Meetings and if no such Chairman is elected, or if at any Meeting the
Chairman is not present within five minutes after the time appointed for holding the
Meeting, the members present may choose one of their members to be Chairman of
the Meeting unless otherwise provided in the Articles.
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Secretary of Committee Meeting
- The Company Secretary should be the Secretary to the Committee.

- It is the duty of the Company Secretary to facilitate the convening of Meetings of the
Board and its Committees.
Appraisal of the Board
The Chairman of a Committee or any other person authorised by him should apprise the
Board of the decisions taken at the Meetings of the Committee
PASSING OF RESOLUTION BY CIRCULATION
Authority for resolution by circulation
- The Chairman of the Board or in his absence, the Managing Director or in their
absence, any Director other than an Interested Director, shall decide, before the draft
Resolution is circulated to all the Directors, whether the approval of the Board for a
particular business shall be obtained by means of a Resolution by circulation.
- In case of a private company, an Interested Director may also decide, before the draft
Resolution is circulated to all the Directors, whether the approval of the Board for a
particular business should be obtained by means of a Resolution by circulation.
When does Resolution by circulation fails
Where not less than one-third of the total number of Directors for the time being require the
Resolution under circulation to be decided at a Meeting, the Chairman shall put the Resolution
for consideration at a Meeting of the Board.
Procedure for passing of resolution by circulation
(i) Despatch of circular resolution: A Resolution proposed to be passed by circulation

shall be sent in draft, together with the necessary papers, to all the Directors
including Interested Directors on the same day.
(ii) Mode of delivery of circular resolution: The draft of the Resolution to be passed and the
necessary papers shall be circulated amongst the Directors by hand, or by speed
post or by registered post or by courier, or by e-mail or by any other recognised
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electronic means. An additional two days should be added for the service of the
draft Resolution, as in case the same has been sent by the company by speed post
or by registered post or by courier, while computing the date of circulation of the
draft of the Resolution given to the Directors to respond in case of Resolution by
circulation.
A time period of minimum three years from the date of meeting has been
prescribed for preserving proof of sending and delivery of the draft of the
Resolution and the necessary papers.
Notice and Agenda are not necessary for passing of a Resolution by circulation. However,
necessary papers which explain the purpose of the Resolution should be sent along with the
draft Resolution to all the Directors, or in the case of a Committee, to all the members of the
Committee.
Circular resolution will fail and shall be considered at a meeting, if not less than one-third of
the total number of Directors for the time being require the Resolution under circulation to be
decided at a Meeting. As such, it is necessary to put in the note being circulated with the
proposed Resolution, the last date for receiving responses from the Director to the
Resolutions proposed.
Approval of circular resolution
The Resolution is passed when it is approved by a majority of the Directors entitled to vote on
the Resolution, unless not less than one-third of the total number of Directors for the time
being require the Resolution under circulation to be decided at a Meeting.
For a Resolution under circulation to be passed, it should be approved by a majority of dis-interested

Directors, who are entitled to vote.
Requisite Majority
If any special majority or the affirmative vote of any particular Director or Directors is
specified in the Articles, the Resolution shall be passed only with the assent of such special
majority or such affirmative vote.
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Numbering of Resolutions
Every such Resolution shall carry a serial number. During e-filing, companies are required to
quote Resolution numbers in certain cases. Numbering would facilitate the above and also
enable ease of reference.
The company may choose to follow its existing system of numbering, if any or any new system
of numbering, which should be distinct and enable ease of reference or cross-reference.
The text of the Resolution along with details of dissent and abstention should be recorded and
taken note of in the next Meeting and should be recorded in the Minutes of such Meeting.
As a matter of good governance, if a Resolution by circulation is not passed due to lack of

majority, or if it has to be taken up at a Meeting of the Board due to one-third of the directors
requiring the same, this fact should be appropriately recorded in the Minutes of the next
Meeting.
Now there is no need for recording in Minutes the fact that the Interested Director did not
vote on the Resolution.
The Resolution, if passed, shall be deemed to have been passed on the earlier of:
(a) the last date specified for signifying assent or dissent by the Directors; or
(b) the date on which assent has been received from the required majority, provided that
on that date the number of Directors, who have not yet responded on the resolution
under circulation, along with the Directors who have expressed their desire that the
resolution under circulation be decided at a Meeting of the Board, shall not be one
third or more of the total number of Directors; and shall be effective from that date, if
no other effective date is specified in such Resolution.
MINUTES
‘Minutes’ are the official recording of the proceedings of the Meeting and the business
transacted at the Meeting. Every company shall keep Minutes of all Board and Committee
Meetings in a Minutes Book.
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Maintenance of Minutes
A distinct Minutes Book shall be maintained for Meetings of the Board and each of its
Committees. A company may maintain its Minutes in physical or in electronic form. Minutes
may be maintained in electronic form in such manner as prescribed under the Act and as may
be decided by the Board. Minutes in electronic form shall be maintained with Timestamp.
Every listed company or a company having not less than one thousand shareholders, debenture
holders and other security holders, may maintain its records in electronic form.
Consistency in the form of maintaining Minutes
A company shall however follow a uniform and consistent form of maintaining the Minutes.
Any deviation in such form of maintenance shall be authorised by the Board.
Companies should maintain the Minutes of all Meetings either in physical form or in electronic
form. In other words, companies should not maintain Minutes of a few Meetings in physical
form and of a few Meetings in electronic form.
The pages of the Minutes Books shall be consecutively numbered
- Where a Minutes Book is full and a new Minutes Book is prepared, the numbering
should continue from the number appearing on the last page of the previous Minutes
Book.
- This should also be followed irrespective of the number or year of Meeting. For the
purpose of this paragraph of SS-1, a company may choose to give consecutive
numbering from Meetings held on or after 1 st July, 2015, this being the date from
which SS-1 became effective.
- In the event any page or part thereof in the Minutes Book is left blank, it shall be scored
out and initialled by the Chairman who signs the Minutes. This shall be equally applicable
for maintenance of Minutes Book in electronic form with Timestamp.
No attachment or pasting is allowed in Minutes
- Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any
manner.
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CONTENTS OF MINUTES
- The name of the company
- The type of Meeting (Board Meeting, Committee Meeting, etc
- The serial number, day, date and venue of the Meeting
- The time of commencement of the Meeting
- The time of conclusion of the meeting should also be recorded in the Minutes either at
the beginning or at the end of the Minutes. The requirement of recording the time of
conclusion of the Meeting is relevant for listed companies.
- The Minutes of the adjourned Meeting should be prepared separately and in the same
manner as the Minutes of the original Meeting and the fact that the Meeting is an
adjourned Meeting should be specified in such Minutes
Minutes should record the names of the following:
- The Directors present, physically or through electronic mode.

- The names of the Directors shall be listed in alphabetical order or in any other logical
manner, but in either case starting with the name of the person in the Chair.
- The Company Secretary, if any, in attendance, and
- The Invitees, if any, including Invitees for specific items.
If an Invitee is present only during the discussion on a particular item of business, such fact
should also be mentioned in the Minutes.
Any officer of the company who attends the Meeting, other than the Company Secretary,
should be treated as an Invitee to the Meeting and the name of such person should be included
in the Minutes.
Additional recording in the Minutes
Besides the above, the Minutes should also record the following:
1. The name of the Director who took the Chair.

2. The precise nature of actual business transacted and what was formally proposed and
ultimately decided upon.
3. Vote of thanks.
4. Record of all appointments made at the Meeting:
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5. But now there is no specific requirement of noting by Board of all appointments made
at one level below Key Managerial Personnel.
SPECIFIC CONTENTS
Minutes shall contain:
- The name(s) of Directors present and their mode of attendance, if through Electronic
Mode
- In case of a Director participating through Electronic Mode, his particulars, the location
from where he participated and wherever required, his consent to sign the statutory
registers placed at the Meeting.
- The name of Company Secretary who is in attendance and Invitees, if any, for specific
items and mode of their attendance if through Electronic Mode.
- Record of election, if any, of the Chairman of the Meeting.
- Record of presence of Quorum: If at the commencement of the Meeting, Quorum is
present, but subsequently any Director leaves before the close of the Meeting due to
which the Quorum requirement is not met for businesses taken up thereafter, then the
Meeting should be adjourned and a statement to that effect should be recorded in the
Minutes.
- The names of Directors who sought and were granted leave of absence.
- Noting of the Minutes of the preceding Meeting.
- Noting the Minutes of the Meetings of the Committees.
- If any Director on the Board dissents or abstains from voting on any of the Resolution
passed by circulation, then such dissent or abstention should be recorded in the
Minutes.
- The fact that an Interested Director did not participate in the discussions and did not
vote on item of business in which he was interested and in case of related party
transaction such director was not present in the Meeting during discussions and voting
on such item.
- In case of a private company, the Minutes should record the fact that an interested
Director after disclosure of his interest participated in the discussion and voted.
- The views of the Directors particularly the Independent Director, if specifically insisted
upon by such Directors, provided these, in the opinion of the Chairman, are not
defamatory of any person, not irrelevant or immaterial to the proceedings or not
detrimental to the interests of the company.
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- If any Director has participated only for a part of the Meeting, the Agenda items in
which he did not participate.
- The fact of the dissent and the name of the Director who dissented from the
Resolution or abstained from voting thereon.
- Ratification by Independent Director or majority of Directors in case of Meetings held
at a shorter Notice.
- Consideration of any item other than those included in the Agenda with the consent of
majority of the Directors present at the Meeting and ratification of the decision taken in
respect of such item by a majority of Directors of the company.
- The fact that the register of contracts with related parties and contracts and bodies etc.
in which Directors are interested was placed before the Meeting and was signed by all
the Directors present thereat.
- Noting of declaration of independence by Independent Directors
- In case of demise or resignation or disqualification of any Director, details of such
Director and noting of vacation of his office.
Chairman’s discretion
- The Chairman has absolute discretion to exclude from the Minutes, matters which in
his opinion are or could reasonably be regarded as defamatory of any person, irrelevant
or immaterial to the proceedings or which are detrimental to the interests of the
company.
- The Chairman has the responsibility to ensure that the Minutes contain a fair and
accurate summary of the proceedings at the Meeting.
- The word “fair” signifies the need to record matters as transpired at the Meeting
without any bias. While doing so, he has absolute discretion to exclude matters of the
nature as specified above.
Minutes shall be written in clear, concise and plain language
- Minutes need not be an exact transcript of the proceedings at the Meeting.

- Minutes should be written in simple language and should contain a brief synopsis of the
discussions along with the decisions taken at the Meeting.
- Minutes should record the essential elements of the discussion and the complete text of
the Resolutions passed at the Meeting.
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- In case any Director requires his views or opinion on a particular item to be recorded
verbatim in the Minutes, the decision of the Chairman whether or not to do so shall be
final.
- Minutes shall be written in third person and past tense. Resolutions shall however be
written in present tense.
- There is no restriction in law on the language in which the Minutes are recorded.
Recording of supersession or modification of earlier resolution
Where any earlier Resolution(s) or decision is superseded or modified, Minutes shall contain a
specific reference to such earlier Resolution(s) or decision or state that the Resolution is in
supersession of all earlier Resolutions passed in that regard.
Noting of minutes of preceding Meeting
Minutes of the preceding Meeting shall be noted at a Meeting of the Board held immediately
following the date of entry of such Minutes in the Minutes Book.
Noting of minutes of Committee Meeting
Minutes of the Meetings of any Committee shall be noted at a Meeting of the Board held
immediately following the date of entry of such Minutes in the Minutes Book.
Finalisation of Minutes
- Within fifteen days from the date of the conclusion of the Meeting of the Board or the
Committee, the draft Minutes thereof shall be circulated by hand or by speed post or
by registered post or by courier or by e-mail or by any other recognised electronic
means to all the members of the Board or the Committee, as on the date of the
Meeting, for their comments.
- A minimum period of three years from the date of meeting has been prescribed for
maintaining proof of sending draft minutes and its delivery.
- Only if Chairman is authorized by the Board, he has discretionary power to consider
the comments of any director received after expiry of seven days from the date of
dispatch of draft minutes to them.
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Entry in the Minutes Book
- Minutes shall be entered in the Minutes Book within thirty days from the date of
conclusion of the Meeting.
- The date of entry of the Minutes in the Minutes Book shall be recorded by the
Company Secretary.
- Where there is no Company Secretary, it shall be entered by any other person duly
authorised by the Board or by the Chairman.
- The date of entry of the Minutes should be recorded on the last page of the respective
Minutes.
- If the Minutes are maintained in electronic form, the date of entry should be captured in
Timestamp.
Alteration in the minutes once entered in the Minutes Book
- Minutes, once entered in the Minutes Book, shall not be altered.

- Any alteration in the Minutes as entered shall be made only by way of express approval
of the Board at its subsequent Meeting at which the Minutes are noted by the Board
and the fact of such alteration shall be recorded in the Minutes of such subsequent
Meeting.
- Any corrections or modifications in the text of Minutes, duly entered in the Minutes
Book and signed by the Chairman, would tantamount to alteration of Minutes.
Modification of Resolutions passed by the Board
A Resolution passed by the Board cannot be subsequently modified or altered, unless the
Resolution is superseded, modified or altered by the Board by means of another Resolution
duly passed.
Signing and Dating of Minutes
- Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the
Meeting or by the Chairman of the next Meeting.
- The Chairman shall initial each page of the Minutes, sign the last page and append to
such signature the date on which and the place where he has signed the Minutes.
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- The place for this purpose should be the city where the Minutes are being signed. The
date on which the Minutes are signed should be appended to the signature.
- Any blank space in a page between the conclusion of the Minutes and signature of the
Chairman shall be scored out.
- The Minutes should be recorded on consecutive pages of the Minutes Book. No blank
space should be left in between the Minutes.
- If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes
digitally.
- Scanned signature of the Chairman cannot be affixed on the Minutes.
- Minutes, once signed by the Chairman, shall not be altered, save as mentioned in this
Standard
- Within 15 days of signing of the Minutes, a copy of the said signed Minutes certified by
the Company Secretary or if there is no Secretary then by any of the director
authorized by the Board, shall be circulated to all the directors as on the date of
meeting and appointed thereafter. But if any Director has waived right of receiving
the said copy of signed Minutes either in writing or his waiver is recorded in Minutes
then there is no need of sending him such copy.
Inspection and Extracts of Minutes
- Extracts of the Minutes shall be given only after the Minutes have been duly entered in
the Minutes Book.
- However, without waiting for these formalities, certified copies of the Resolutions can
be issued even earlier, once a Resolution is passed. Provided, certified copies of
Resolutions can be given only when the text of a Resolution proposed to be passed at a
Meeting had been placed before the Meeting.
- A company can implement Resolutions passed at Meetings of the Board or Committee
thereof without waiting for noting of the concerned Minutes at the next Meeting of the
Board or the Committee, as the case may be.
- A copy of the Board Resolution may be certified by the Company Secretary or the
Chairman or by any Director. There is no restriction on the certification of a Board
Resolution by a Director who was not present at the Meeting where such a Resolution
was passed. Such Director should however ensure that what he certifies is based on his
knowledge of what had transpired at the Meeting.
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SECRETARIAL STANDARD ON GENERAL MEETINGS: (SS-2)
This Standard is applicable to all types of General Meetings of all companies incorporated
under the Act except
(i) One Person Company (OPC) and

(ii) Section 8 company. However, Section 8 companies need to comply with the
applicable provisions of the Act relating to General Meetings.
(iii) Meetings of debenture-holders and creditors.
CONVENING A MEETING
Authority to convene General Meetings: A General Meeting shall be convened by or on the

authority of the Board.
NOTICE OF GENERAL MEETING

- Notice of general meeting shall be in writing.
- Notice shall specify the day, date, time and full address of the venue of the Meeting.
- Notice of Annual General Meeting shall also specify the serial number of the Meeting.
- Notice shall contain complete particulars of the venue of the Meeting including route
map and prominent land mark, if any, for easy location, except in case of –
o a company in which only its directors and their relatives are members;
o a wholly owned subsidiary.
- Notice and accompanying documents shall be given at least twenty-one clear days in
advance of the Meeting
DELIVERY OF NOTICE
Notice in writing of every Meeting shall be given to
- Every Member of the company at the address registered with the company or
depository.
- The Directors and
- Auditors of the company
- Secretarial Auditor
- Debenture Trustees, if any, and,
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- Wherever applicable or so required, to other specified persons.
MODE OF DELIVERY OF NOTICE

- Notice shall be sent by hand or by ordinary post or by speed post or by registered post
or by courier or by facsimile or by e-mail or by any other electronic means.
- ‘Electronic means’ means any communication sent by a company through its authorised
and secured computer programme which is capable of producing confirmation and
keeping record of such communication addressed to the person entitled to receive
such communication at the last electronic mail address provided by the Member.
- The company shall ensure that it uses a system which produces confirmation of the
total number of recipients e-mailed and a record of each recipient to whom the Notice
has been sent and copy of such record and any Notices of any failed transmissions and
subsequent re-sending shall be retained by or on behalf of the company as proof of
sending for such period as decided by the Board, which shall not be less than three
years from the date of the Meeting.
- Notice shall be sent to Members by registered post or speed post or courier or e-mail
and not by ordinary post in the following cases:
(a) if the company provides the facility of e-voting ;
(b) if the item of business is being transacted through postal ballot.
- If a particular mode of delivery is specified by member, notice shall be sent by that

mode at the expense of the member as may be prescribed by the company.
- Notice shall be sent to Members by registered post or speed post or e-mail if the
Meeting is called by the requisitionists themselves where the Board had not proceeded
to call the Meeting.
- In case of companies having a website, the Notice shall simultaneously be hosted on the
website till the conclusion of the Meeting.
- In case of a private company, the Notice shall be hosted on the website of the
company, if any, unless otherwise provided in the Articles.
DAY AND TIME OF CONDUCTING ANNUAL GENERAL MEETING
An Annual General Meeting and a Meeting called by the requisitionists shall be called during
business hours, i.e., between 9 a.m. and 6 p.m., on a day that is not a National Holiday.
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VENUE OF ANNUAL GENERAL MEETING
- Annual General Meetings shall be held either
(i) at the registered office of the company or
(ii) at some other place within the city, town or village in which the registered office
of the company is situated, whereas other General Meetings may be held at any
place within India.
- A Meeting called by the requisitionists shall be held either at the registered office of the
company or at some other place within the city, town or village in which the registered
office of the company is situated.
- In case of a Government company, the Annual General Meeting shall be held at its
registered office or any other place with the approval of the Central Government, as
may be required in this behalf.
NOTICE TO CONTAIN INFORMATION ABOUT PROXY

- Notice of a company which has a share capital or the Articles of which provide for
voting at a Meeting by Proxy, shall prominently contain a statement that a Member
entitled to attend and vote is entitled to appoint a Proxy, or where that is allowed, one
or more Proxies, to attend and vote instead of himself and that a Proxy need not be a
Member.
- In case of a private company, the Notice shall specify the entitlement of a member to
appoint Proxy in accordance with this para, unless otherwise provided in the Articles.
- Notice shall clearly specify the nature of the Meeting and the business to be transacted
thereat.
- In respect of items of Special Business, each such item shall be in the form of a
Resolution and shall be accompanied by an explanatory statement which shall set out all
such facts as would enable a Member to understand the meaning, scope and
implications of the item of business and to take a decision thereon.
- In respect of items of Ordinary Business, Resolutions are not required to be stated in
the Notice.
ATTENDANCE SLIP AND PROXY FORM
Notice shall be accompanied, by an attendance slip and a Proxy form with clear instructions for
filling, stamping, signing and/or depositing the Proxy form.
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BUSINESS TO BE TRANSACTED AT THE GENERAL MEETING

- A Resolution shall be valid only if it is passed in respect of an item of business contained
in the Notice convening the Meeting or it is specifically permitted under the Act.
- Items specifically permitted under the Act which may be taken up for consideration at
the Meeting are :
(a) Proposed Resolutions, the Notice of which has been given by Members
(b) Resolutions requiring special Notice, if received with the intention to move;
(c) Candidature for Directorship, if any such Notice has been received.
- Where special notice is required of any Resolution and Notice of the intention to move
such Resolution is received by the company from the prescribed number of Members,
such item of business shall be placed for consideration at the Meeting after giving
Notice of the Resolution to Members in the manner prescribed under the Act.
- Any amendment to the Notice, including the addition of any item of business, can be
made provided the Notice of amendment is given to all persons entitled to receive the
Notice of the Meeting at least twenty-one clear days before the Meeting.
POSTPONEMENT OR CANCELLATION OF MEETING
If, for reasons beyond the control of the Board, a Meeting cannot be held on the date originally
fixed, the Board may reconvene the Meeting, to transact the same business as specified in the
original Notice, after giving not less than three days intimation to the Members. The intimation
shall be either sent individually in the manner stated in this Standard or published in a
vernacular newspaper in the principal vernacular language of the district in which the registered
office of the company is situated, and in an English newspaper in English language, both having a
wide circulation in that district.
FREQUENCY OF MEETINGS
Annual General Meeting
Every company shall, in each Calendar Year, hold a General Meeting called the Annual General
Meeting.
Extra-Ordinary General Meeting
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It may be held as and when required between two consecutive Annual General Meetings. Items
of business other than Ordinary Business may be considered at an Extra-Ordinary General
Meeting or by means of a postal ballot, if thought fit by the Board.
Quorum
- Quorum shall be present throughout the Meeting (from the commencement as well as
when the business is transacted).
- Members need to be personally present at a Meeting to constitute the Quorum.
- Proxies shall be excluded for determining the Quorum.
Presence of Directors and Auditors
Directors
- If any Director is unable to attend the Meeting, the Chairman shall explain such absence
at the Meeting.
- Directors who attend General Meetings of the company and the Company Secretary
shall be seated with the Chairman.
Auditors
The Auditors, unless exempted by the company, shall, either by themselves or through their
authorised representative, attend the General Meetings of the company and shall have the right
to be heard at such Meetings on that part of the business which concerns them as Auditors
Secretarial Auditor
The Secretarial Auditor, unless exempted by the company shall, either by himself or through
his authorised representative, attend the Annual General Meeting and shall have the right to be
heard at such Meeting on that part of the business which concerns him as Secretarial Auditor.
CHAIRMAN
Appointment
- The Chairman of the Board shall take the Chair and conduct the Meeting.
- If the Chairman is not present within fifteen minutes after the time appointed for
holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, or if no
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Director has been so designated, the Directors present at the Meeting shall elect one of
themselves to be the Chairman of the Meeting.
- If no Director is present within fifteen Minutes after the time appointed for holding the
Meeting, or if no Director is willing to take the Chair, the Members present shall elect,
on a show of hands, one of themselves to be the Chairman of the Meeting, unless
otherwise provided in the Articles.
- If a poll is demanded on the election of the Chairman, it shall be taken forthwith.
- In case of a private company, appointment of the Chairman shall be in accordance with
this para, unless otherwise provided in the Articles.
Role of Chairman
- The Chairman shall explain the objective and implications of the Resolutions before
they are put to vote at the Meeting.
- In case of public companies, the Chairman shall not propose any Resolution in which he
is deemed to be concerned or interested nor shall he conduct the proceedings for that
item of business.
PROXIES
Right to Appoint
A Member entitled to attend and vote is entitled to appoint a Proxy, or where that is allowed,
one or more Proxies, to attend and vote instead of himself and a Proxy need not be a Member.
- A Proxy can act on behalf of Members not exceeding fifty and holding in the aggregate
not more than ten percent of the total share capital of the company carrying Voting
Rights.
- This statement shall be stated with prominence in Notice calling the meeting and
Notice shall be accompanied with Proxy Form as prescribed.
Deposit of Proxies and Authorisations
This shall also be stated in the Notice with equal prominence that Proxies shall be deposited
with the company either in person or through post not later than forty-eight hours before the
commencement of the Meeting in relation to which they are deposited.
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Form of Proxy
- An instrument appointing a Proxy shall be in the Form prescribed under the Act.
- An instrument of Proxy duly filled, stamped and signed, is valid only for the Meeting to
which it relates including any adjournment thereof.
Stamping of Proxies
- An instrument of Proxy is valid only if it is properly stamped as per the applicable law.
Unstamped or inadequately stamped Proxies or Proxies upon which the stamps have
not been cancelled are invalid.
- A Proxy form which does not state the name of the Proxy shall not be considered valid.
- Undated Proxy shall not be considered valid.
- A Proxy later in date revokes any Proxy/Proxies dated prior to such Proxy.
Record of Proxies
- All Proxies received by the company shall be recorded chronologically in a register kept
for that purpose.
- In case any Proxy entered in the register is rejected, the reasons therefor shall be
entered in the remarks column.
VOTING
Proposing a Resolution at a Meeting
- Every Resolution, except a Resolution which has been put to vote through Remote e-
Voting or on which a poll has been demanded, shall be proposed by a Member and
seconded by another Member.
- The fact of who proposes and who seconded the resolution shall be recorder in the
minutes of the resolution.
METHOD OF VOTING
(1) E-voting: Every company having its equity shares listed on a recognized stock
exchange other than companies whose equity shares are listed on SME Exchange or on
the Institutional Trading Platform and other companies as prescribed shall provide e-
voting facility to their Members to exercise their Voting Rights.
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(2) Show of Hands: Every company shall, at the Meeting, put every Resolution, except a
Resolution which has been put to Remote e-voting, to vote on a show of hands at the
first instance, unless a poll is validly demanded.
(3) Poll: The Chairman shall order a poll upon receipt of a valid demand for poll either
before or on the declaration of the result of the voting on any Resolution on show of
hands.
Conduct of e-voting
- Every company that is required or opts to provide e-voting facility to its Members shall
comply with the provisions in this regard.
- Every company providing e-voting facility shall offer such facility to all Members,
irrespective of whether they hold shares in physical form or in dematerialised form.
- The facility for Remote e-voting shall remain open for not less than three days.
- The voting period shall close at 5 p.m. on the day preceding the date of the General
Meeting.
NOTICE
Mode of delivery of notice: Notice of the Meeting, wherein the facility of e-voting is
provided, shall be sent either by registered post or speed post or by courier or by e-mail or by
any other electronic means.
Advertisement: An advertisement containing prescribed details shall be published, immediately

on completion of dispatch of Notices for Meeting but atleast twenty one days before the date
of the General Meeting, at least once in a vernacular newspaper in the principal vernacular
language of the district in which the registered office of the company is situated and having a
wide circulation in that district and at least once in English language in an English newspaper,
having country-wide circulation.
Notice on website: Notice shall simultaneously be placed on the website of the company, in
case of companies having a website, and of the Agency. Such Notice shall remain on the
website till the date of General Meeting.
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Conduct of Poll
- When a poll is demanded on any Resolution, the Chairman shall get the validity of the
demand verified and, if the demand is valid, shall order the poll forthwith if it is
demanded on the question of appointment of the Chairman or adjournment of the
Meeting and, in any other case, within forty-eight hours of the demand for poll.
- In the case of a poll, which is not taken forthwith, the Chairman shall announce the
date, venue and time of taking the poll to enable Members to have adequate and
convenient opportunity to exercise their vote. The Chairman may permit any Member
who so desires to be present at the time of counting of votes.
- If the date, venue and time of taking the poll cannot be announced at the Meeting, the
Chairman shall inform the Members, the modes and the time of such communication,
which shall in any case be within twenty four hours of closure of the Meeting.
- Each Resolution put to vote by poll shall be put to vote separately. One ballot paper
may be used for more than one item.
Declaration of results
- The scrutiniser(s) shall submit his report within seven days from the last date of the poll
to the Chairman who shall countersign the same and declare the result of the poll
within two days of the submission of report by the scrutiniser, with details of the
number of votes cast for and against the Resolution, invalid votes and whether the
Resolution has been carried or not.
- In case Chairman is not available, for such purpose, the report by the scrutiniser shall
be submitted to a person authorised by the Chairman to receive such report, who shall
countersign the scrutiniser’s report on behalf of the Chairman.
- The result shall be announced by the Chairman or any other person authorised by the
Chairman in writing for this purpose.
- The Chairman of the Meeting shall have the power to regulate the manner in which the
poll shall be taken and shall ensure that the poll is scrutinised in the manner prescribed
under the Act.
- In case of a private company, the declaration of result of poll shall be in accordance
with this para, unless otherwise provided in the Articles.
- The result of the poll with details of the number of votes cast for and against the
Resolution, invalid votes and whether the Resolution has been carried or not shall be
displayed for at least three days on the Notice Board of the company at its Registered
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Office and its Head Office as well as Corporate Office, if any, if such office is situated
elsewhere, and in case of companies having a website, shall also be placed on the
website.
Prohibition on Withdrawal of Resolutions
(i) Resolutions for items of business which are likely to affect the market price of the
securities of thecompany shall not be withdrawn.
(ii) Any resolution proposed for consideration through e-voting shall not be withdrawn.
Rescinding of Resolutions
A Resolution passed at a Meeting shall not be rescinded otherwise than by a Resolution passed
at a subsequent Meeting.
Modifications to Resolutions
Modifications to any Resolution which do not change the purpose of the Resolution materially
may be proposed, seconded and adopted by the requisite majority at the Meeting and,
thereafter, the modified Resolution shall be duly proposed, seconded and put to vote.
Reading of Reports
Auditor’s Report: The qualifications, observations or comments or other remarks, if any,

mentioned in the Auditor’s Report on the financial transactions, which have any adverse effect
on the functioning of the company shall be read at the Annual General Meeting and attention of
the Members present shall be drawn to the explanations / comments given by the Board of
Directors in their report.
Secretarial Audit Report: The qualifications, observations or comments or other remarks if

any, mentioned in the Secretarial Audit Report issued by the Company Secretary in Practice,
which have any material adverse effect on the functioning of the company, shall be read at the
Annual General Meeting and attention of Members present shall be drawn to the explanations /
comments given by the Board of Directors in their report.
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ADJOURNMENT OF MEETINGS
Notice of adjourned Meeting
- If a Meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the
adjourned Meeting shall be given in accordance with the provisions contained
hereinabove relating to Notice.
- If a Meeting is adjourned for a period of less than thirty days, the company shall give not
less than three days’ Notice specifying the day, date, time and venue of the Meeting, to
the Members either individually or by publishing an advertisement in a vernacular
newspaper in the principal vernacular language of the district in which the registered
office of the company is situated, and in an English newspaper in English language, both
having a wide circulation in that district.
- However, if a Meeting is adjourned for a period not exceeding three days and where an
announcement of adjournment has been made at the Meeting itself, giving in the details
of day, date, time, venue and business to be transacted at the adjourned Meeting, the
company may also opt to give Notice of such adjourned Meeting either individually or
by publishing an advertisement, as stated above.
- Any Resolution passed at an adjourned Meeting would be deemed to have been passed
on the date of the adjourned Meeting and not on any earlier date.
Passing of Resolutions by postal ballot
- Every company, except a company having less than or equal to two hundred Members,
shall transact items of business as prescribed, only by means of postal ballot instead of
transacting such business at a General Meeting.
- The Board may however opt to transact any other item of special business, not being
any business in respect of which Directors or Auditors have a right to be heard at the
Meeting, by means of postal ballot.
- Ordinary Business shall not be transacted by means of a postal ballot.
- Every company having its equity shares listed on a recognised stock exchange other
than companies whose equity shares are listed on SME Exchange or on the Institutional
Trading Platform and other companies which are required to provide e-voting facility
shall provide such facility to its Members in respect of those items, which are required
to be transacted through postal ballot.
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- Other companies presently prescribed are companies having not less than one thousand
Members. Nidhis are not required to provide e-voting facility to their Members.
Notice
- Notice of the postal ballot shall be given in writing to every Member of the company.
Such Notice shall be sent either by registered post or speed post, or by courier or by
e-mail or by any other electronic means at the address registered with the company.
- The Notice shall be accompanied by the postal ballot form with the necessary
instructions for filling, signing and returning the same.
- In case the Notice and accompanying documents are sent to Members by e-mail, these
shall be sent to the Members’ e-mail addresses, registered with the company or
provided by the depository, in the manner prescribed under the Act.
- Such Notice shall also be given to the Directors and Auditors of the company, to the
Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so
required, to other specified recipients.
- An advertisement containing prescribed details shall be published at least once in a
vernacular newspaper in the principal vernacular language of the district in which the
registered office of the company is situated, and having a wide circulation in that
district, and at least once in English language in an English newspaper having a wide
circulation in that district, about having dispatched the Notice and the ballot papers.
- In case of companies having a website, Notice of the postal ballot shall simultaneously
be placed on the website.
- Notice shall specify the day, date, time and venue where the results of the voting by
postal ballot will be announced and the link of the website where such results will be
displayed.
- Notice shall also specify the mode of declaration of the results of the voting by postal
ballot.
- Notice of the postal ballot shall inform the Members about availability of e-voting
facility, if any, and provide necessary information thereof to enable them to access such
facility.
- In case the facility of e-voting has been made available, the provisions relating to
conduct of e-voting shall apply, mutatis mutandis, as far as applicable.
- Notice shall describe clearly the e-voting procedure.
- Notice shall also clearly specify the date and time of commencement and end of e-
voting, if any and contain a statement that voting shall not be allowed beyond the said
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date and time. Notice shall also contain contact details of the official responsible to
address the grievances connected with the e-voting for postal ballot.
- Notice shall clearly specify that any Member cannot vote both by post and e-voting and
if he votes both by post and e-voting, his vote by post shall be treated as invalid.
POSTAL BALLOT FORMS

- The postal ballot form shall be accompanied by a postage prepaid reply envelope
addressed to the scrutiniser.
- A single postal ballot form may provide for multiple items of business to be transacted.
- The postal ballot form shall contain instructions as to the manner in which the form is
to be completed, assent or dissent is to be recorded and its return to the scrutiniser.
- The postal ballot form may specify instances in which such form shall be treated as
invalid or rejected and procedure for issue of duplicate postal ballot forms.
DECLARATION OF RESULTS
- The scrutiniser shall submit his report within seven days from the last date of receipt of
postal ballot forms to the Chairman or a person authorised by him, who shall
countersign the same and declare the result of the postal ballot on the date, time and
venue specified in the Notice, with details of the number of votes cast for and against
the Resolution, invalid votes and the final result as to whether the Resolution has been
carried or not.
- The result of the voting with details of the number of votes cast for and against the
Resolution, invalid votes and whether the Resolution has been carried or not, along
with the scrutiniser’s report shall be displayed for at least three days on the Notice
Board of the company at its Registered Office and its Head Office as well as Corporate
Office, if any, if such office is situated elsewhere, and also be placed on the website of
the company, in case of companies having a website.
- The Resolution, if passed by requisite majority, shall be deemed to have been passed on
the last date specified by the company for receipt of duly completed postal ballot forms
or e-voting.
Rescinding the Resolution
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A Resolution passed by postal ballot shall not be rescinded otherwise than by a Resolution
passed subsequently through postal ballot.
Modification to the Resolution
No amendment or modification shall be made to any Resolution circulated to the Members for
passing by means of postal ballot.
MINUTES
Maintenance of Minutes
- Minutes shall be recorded in books maintained for that purpose.

- A distinct Minutes Book shall be maintained for Meetings of the Members of the
company, creditors and others as may be required under the Act.
- Resolutions passed by postal ballot shall be recorded in the Minutes book of General
Meetings.
- Minutes may be maintained in electronic form in such manner as prescribed under the
Act and as may be decided by the Board. Minutes in electronic form shall be maintained
with Time stamp.
- A company shall, however, follow a uniform and consistent form of maintaining the
Minutes. Any deviation in such form of maintenance shall be authorised by the Board.
- The pages of the Minutes Books shall be consecutively numbered. This shall be followed
irrespective of a break in the Book arising out of periodical binding in case the Minutes
are maintained in physical form. This shall be equally applicable for maintenance of
Minutes Book in electronic form with Time stamp. In the event any page or part thereof
in the Minutes Book is left blank, it shall be scored out and initialled by the Chairman
who signs the Minutes.
- Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any
manner.
CONTENTS OF MINUTES
General Contents
- Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue
and time of commencement of the Meeting.
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- Minutes of Annual General Meeting shall also state the serial number of the Meeting.
- In case a Meeting is adjourned, the Minutes shall be entered in respect of the original
Meeting as well as the adjourned Meeting. In respect of a Meeting convened but
adjourned for want of Quorum a statement to that effect shall be recorded by the
Chairman or any Director present at the Meeting in the Minutes.
- Minutes shall record the names of the Directors and the Company Secretary present at
the Meeting.
- The names of the Directors shall be listed in alphabetical order or in any other logical
manner, but in either case starting with the name of the person in the Chair.
Specific Contents
Minutes shall contain:
- The Record of election, if any, of the Chairman of the Meeting.

- The fact that certain registers, documents, the Auditor’s Report and Secretarial Audit
Report, as prescribed under the Act were available for inspection.
- The Record of presence of Quorum.
- The number of Members present in person including representatives.
- The number of Proxies and the number of shares represented by them.
- The presence of the Chairmen of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee or their authorised
representatives.
- The presence if any, of the Secretarial Auditor, the Auditors, or their authorised
representatives, the Court/ Tribunal appointed observers or scrutinisers.
- Summary of the opening remarks of the Chairman.
- Reading of qualifications, observations or comments or other remarks on the financial
transactions, which have any adverse effect on the functioning of the company, as
mentioned in the report of the Auditors.
- Reading of qualifications, observations or comments or other remarks, which have any
material adverse effect on the functioning of the company, as mentioned in the report
of the Secretarial Auditor.
- Summary of the clarifications provided on various Agenda Items.
- In respect of each Resolution, the type of the Resolution, the names of the persons
who proposed and seconded and the majority with which such Resolution was passed.
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- Where a motion is moved to modify a proposed Resolution, the result of voting on
such motion shall be mentioned. If a Resolution proposed undergoes modification
pursuant to a motion by shareholders, the Minutes shall contain the details of voting for
the modified Resolution.
- In the case of poll, the names of scrutinisers appointed and the number of votes cast in
favour and against the Resolution and invalid votes.
- If the Chairman vacates the Chair in respect of any specific item, the fact that he did so
and in his place some other Director or Member took the Chair.
- The time of commencement and conclusion of the Meeting.
Recording of Minutes
- Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
- The Company Secretary shall record the proceedings of the Meetings. Where there is
no Company Secretary, any other person authorised by the Board or by the Chairman
in this behalf shall record the proceedings.
- The Chairman shall ensure that the proceedings of the Meeting are correctly recorded.
- The Chairman has absolute discretion to exclude from the Minutes, matters which in
his opinion are or could reasonably be regarded as defamatory of any person, irrelevant
or immaterial to the proceedings or which are detrimental to the interests of the
company.
Minutes shall be written in clear, concise and plain language.
Minutes shall be written in third person and past tense. Resolutions shall however be written in
present tense. Minutes need not be an exact transcript of the proceedings at the Meeting.
Each item of business taken up at the Meeting shall be numbered
Numbering shall be in a manner which would enable ease of reference or cross-reference.
Entry in the Minutes Book
- Minutes shall be entered in the Minutes Book within thirty days from the date of
conclusion of the Meeting. In case a Meeting is adjourned, the Minutes in respect of the
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original Meeting as well as the adjourned Meeting shall be entered in the Minutes Book
within thirty days from the date of the respective Meetings.
- The date of entry of the Minutes in the Minutes Book shall be recorded by the
Company Secretary.
- Where there is no Company Secretary, it shall be entered by any other person
authorised by the Board or the Chairman.
- Minutes, once entered in the Minutes Book, shall not be altered.
Signing and Dating of Minutes
- Minutes of a General Meeting shall be signed and dated by the Chairman of the Meeting
or in the event of death or inability of that Chairman, by any Director who was present
in the Meeting and duly authorised by the Board for the purpose, within thirty days of
the General Meeting.
- The Chairman shall initial each page of the Minutes, sign the last page and append to
such signature the date on which and the place where he has signed the Minutes.
- Any blank space in a page between the conclusion of the Minutes and signature of the
Chairman shall be scored out.
- If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes
digitally.
Report on Annual General Meeting
Every listed public company shall prepare a report on Annual General Meeting in the
prescribed form, including a confirmation that the Meeting was convened, held and conducted
as per the provisions of the Act. Such report which shall be a fair and correct summary of the
proceedings of the Meeting. Such report shall be filed with the Registrar of Companies within
thirty days of the conclusion of the Annual General Meeting.
Disclosure
The Annual Return of a company shall disclose the date of Annual General Meeting held during
the financial year.
In addition, Form No. MGT-7 (Format of Annual Return) prescribed by MCA for this purpose
requires all companies to disclose the dates of all General Meetings held during the financial
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year, total number of Members entitled to attend the Meeting, and number of Members who
attended the Meeting along with their total shareholding.
DRAFTING OF MINUTES & RESOLUTIONS
Item No __: Increase in Authorised Share Capital
The chairman placed before the board, proposal to increase the authorised share capital of the
Company. Mr. A and Mr. B, directors of the company, approved the proposal, however, Mr. D
sought explanation from the Board for such proposal and accordingly Mr. E, Executive Director
of the company clarified upon the same. After all the discussions, the resolution was put to
vote and it was approved unanimously.
“RESOLVED THAT pursuant to the provisions of Companies Act, 2013, read with all the
applicable rules as amended till date and subject to the permission of shareholders, the Board
of Directors of Company be and is hereby authorized to increase the authorized share capital
of the company from Rs. 1 Crore [Rupees One Crore only] divided into 10 Lakhs [Ten Lakhs
only] equity shares of Rs. 10/- [Rupees Ten only] each to Rs. 5 crore [Rupees five crores only]
divided into 50 Lakhs [Fifty lakhs only] equity shares of Rs. 10/- [Rupees Ten only].
FURTHER RESOLVED THAT necessary changes with respect to change in authorized share
capital be made in company’s memorandum and articles of association.
FURTHER RESOLVED THAT Mr. X, Company Secretary of the company be and is hereby
authorize to file necessary forms, sign necessary documents and submit such papers as may be
required to give effect to the said resolution”.
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INCREASE IN AUTHORIZED SHARE CAPITAL BY SHAREHOLDERS
1st December 2018
Type of Meeting : General Meeting
Type of Resolution : Ordinary Resolution
To consider, and if thought fit, to pass with or without modifications, the following resolution
as an ORDINARY RESOLUTION.
“RESOLVED THAT in terms of the provisions of Companies Act, 2013 read with all the
applicable rules as amended till date and as approved by the Board of Directors of the company
at its meeting held on ____________, the shareholders of the company be and is hereby
authorized to increase the authorized share capital of the company from Rs. 1 Crore [Rupees
one crore only] divided into 10 Lakhs [Ten lakhs only] equity shares of Rs. 10/- [Rupees Ten
only] each to Rs. 5 Crs. [Rupees Five Crore only] divided into 50 Lakhs [Fifty Lakh only] equity
shares of Rs. 10 [Rupees Ten only] each.
FURTHER RESOLVED THAT necessary changes to effect change in authorized share capital be
made in memorandum and articles of association of the company.
FUTHER RESOLVED THAT Mr. X, Company Secretary of the Company be authorized to

intimate the concerned ROC by filing form SH-7 and submit such other documents or sign
such papers to give effect to the said resolution”.
Explanatory Statement:
The board of directors of your company at its meeting held on _____________ approved the
proposal for increasing the authorized share capital of the company to Rs. 5 crores.
In order to accommodate the increased paid up capital of the company which the company
which requires for its expansion project, it seeks permission of its shareholders as required
under Companies Act, 2013 and hence this proposal.
None of the directors are concerned or interested in the said resolution.
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APPOINTMENT OF ADDITIONAL DIRECTOR
Type of Meeting - Board Meeting
Type of Resolution - Board Resolution
“RESOLVED THAT pursuant to the provisions of Section 161(1) of the Companies Act, 2013
read with all the applicable rules as amended till date and as provided by articles of association
of the Company and subject to the permission of shareholders, the board be and is hereby
authorized to appoint Mr. A as an additional director of the Company who shall hold office till
the ensuing annual general meeting of Company or due date of holding such AGM, whichever is
earlier.
FURTHER RESOLVED THAT Mr. X, Company Secretary of the Company be authorized to

intimate the concerned ROC and file such documents or sign such papers as may be required
to give effect to the said resolution”.
APPOINTMENT OF DIRECTOR IN GENERAL MEETING
1st December 2018
Type of Meeting : General Meeting
Type of Resolution : Ordinary Resolution
To consider, and if thought fit, to pass with or without modifications, the following resolution
as an ORDINARY RESOLUTION.
“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 read with all the
applicable rules as amended till date, Mr. A, who was appointed as an additional director on the
Board of the Company on __________ and in respect of whom an application in writing is
received by the Company along with fee of Rs. 1 lakh [Rupees One lakh only] proposing his
candidature as a director be and is hereby appointed as a Director of the Company.
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FURTHER RESOLVED THAT, Mr. X Company Secretary of the company be authorized to
intimate the concerned ROC by filing form DIR 12 and sign such papers or file such documents
to give effect to the said resolution”
Explanatory Statement:
The Board of Directors of your Company at its meeting held on ____________ appointed
Mr. A as an additional director, considering the vast experience he has in real estate business.
Since you are aware that your company is expanding its business into real estate and in order
to gain some advantage, the board place before its shareholders the proposal to appoint Mr. A
as a director of the company.
None of the directors are concerned or interested in the said resolution.
SPECIMEN NOTICE OF A BOARD MEETING
Name of the Company

Registered Address
CIN - Email- Telephone:
Website:
SUB: NOTICE OF _____ (SERIAL NUMBER OF MEETING) BOARD MEETING 1
Mr _______
Director,
New Delhi.
Dear Sir,
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NOTICE is hereby given that the ______(serial number of Meeting) Meeting of the Board of
Directors of the company will be held on (day of the week), the (date) (month)
(year) at (a.m./p.m.) at ...................... (Venue).
The Agenda of the business to be transacted at the Meeting is enclosed/will follow
You may attend the Meeting through Electronic Mode, the details of which are enclosed. In
case you desire to participate through such mode, please send a confirmation in this regard to
(Name of Company Secretary/ Chairman/other Authorised Person), email , Tel No.
...................... within ______ days (time frame) to enable us in making necessary arrangements.
Kindly make it convenient to attend the Meeting.
Yours faithfully,
For ……..Limited/Pvt Limited
(Signature)
(Name)
(Designation)
(Email, phone No.)
NOTES ON AGENDA FOR THE FIRST BOARD MEETING
Item No. 1 : To appoint chairman of the meeting:

In terms of Article _____ of the Articles of Association of the Company, the Directors to
select one of them as Chairman of the meeting.
Item No. 2: To note the certificate of incorporation of the company, issued by the Registrar of
Companies.
Original Certificate of Incorporation No dated received from the Registrar
of Companies together with a copy of the Memorandum and Articles of Association will be
placed before the meeting.
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Item No. 3: To take note of Memorandum and Articles of Association of Company, as
registered.
Printed copies of the Memorandum and Articles of Association as registered with the Registrar
of Companies will be placed before the meeting.
Item No. 4: To note the situation of the registered office of the company.
The Board may kindly take note of the situation of the registered office of the company as
intimated to the Registrar of Companies.
Item No. 5: To note the appointment of the first directors of the Company
Mr and Mr are the first directors as stated in Article of the
Articles of Association of the company and as intimated to the Registrar of Companies.
Item No. 6: To read and record the notices of disclosure of interest given by the Director
The Board may kindly record the notices of disclosure of interest given by Directors of the
Company.
Item No. 7:To elect chairman, appoint Managing Director and Secretary
Article of the Articles of Association of the company relating to the Chairman of the
Board be referred to the Board. The Board may kindly appoint a managing director and a
secretary of the company.
Item No. 8:To consider the appointment of first auditors of the company.
Certificate in writing received from the proposed Auditors will be placed before the meeting
for appointment of the first Auditors of the company.
Item No. 9: To approve preliminary expenses and preliminary contracts.

Statement of preliminary expenses and preliminary contracts incurred will be placed before the
meeting.
Item No. 10: To adopt the common seal of the company.

Common Seal of the company will be placed before the meeting for approval, adoption and
safe custody.
Item No. 11: To authorise printing of the Share Certificate form.
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Design sample of Share Certificate will be placed before the meeting for approval and printing.
Item No. 12: To place draft statement in lieu of prospectus.

Draft statement in lieu of Prospectus will be placed before the meeting.
Item No. 13: To consider plan of action for commencement of business.

Board be informed that Certificate of Commencement of Business is essential for
commencement of business by a public company.
Item No. 14: To place copies of agreements entered into prior to incorporation.
Copy of the Memorandum of Understanding entered into between Mr Chairman of the
company and M/s be placed before the Board.
Item No. 15:To appoint bankers and to open bank account of the Company.
Board be informed about the bankers of the company and the opening of the Company’s Bank
Account with .. .................................. Bank.
Item No. 16:To decide payment of sitting fees

Board be informed about payment of sitting fees to the Directors in accordance with Article
of Articles of Association of the Company.
Item No. 17:To consider any other matter with the permission of the chair.
Board may discuss any other item apart from notified items of business with the permission of
the chair.
NOTICE FOR PASSING OF RESOLUTION BY CIRCULATION
Resolution No. _________
........ (NAME OF COMPANY)
Mr
Director
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Sub: Resolution by circulation
Dear Sir,
The following Resolution is intended to be passed by circulation as per the provisions of

Section 175 of the Companies Act, 2013. A note explaining the urgency and necessity for
passing the said Resolution by circulation and the supporting papers (if any) are enclosed.
“ RESOLVED THAT
(Resolution intended to be passed is to be reproduced)”
None of the Directors are deemed to be concerned or interested in the Resolution.
*Assent / Dissent / Require Meeting
Signature
Name
Date
Kindly indicate your response to the aforesaid Resolution, by appending your signature and the
date of signing in the space provided beneath the Resolution and return one copy to the
undersigned or by e-mail at the address mentioned below so as to reach us on or before
Yours faithfully,
For (Name of Company).
Company Secretary
Email id:
Address:
Contact No:
*Strike off whichever is not applicable
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SPECIMEN MINUTES OF THE FIRST BOARD MEETING
Minutes of the first Board Meeting of (Company Name), held on (Day), ....................... (Date,
Month and Year) at (Venue) from (Time of Commencement)
till…………………………….(Time of conclusion)
Present:
1. ……………. (in the Chair)
2. …………….
3. …………….
4. …………….
In attendance:
…………… Company Secretary
1. Chairman for the Meeting

Mr.………….. ………..was elected as the Chairman for the Meeting.
2. Quorum
The business before the Meeting was taken up after having established that the requisite
Quorum was present.
3. Leave of absence
Leave of absence was granted to Mr./ Ms. X who expressed his inability to attend the Meeting
owing to his pre-occupation.
4. Certificate of Incorporation of the company

The Board was informed that the company has been incorporated on ……….. and the
Directors noted the Certificate of Incorporation No……… of……, dated ……….. issued by
the Registrar of Companies,…………
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5. Memorandum and Articles of Association
A printed copy of the Memorandum and Articles of Association of the company as registered
with the Registrar of Companies, ………….was placed before the Meeting and noted by the
Board.
6. Registered Office
The Board noted that the Registered Office of the company will be at …………….., the
intimation of which has already been given to the Registrar of Companies,……………….
7. First Directors
The Board noted that in terms of Article ____ of the Articles of Association of the company,
Mr…….., Mr……………. and Mr………. are the first Directors of the company.
8. Notices of disclosure of interest by the Directors

Notices of interest under Section 184(1) of the Companies Act, 2013 received from
Mr.………, Mr.………. and Mr.………, Directors of the company, on ……………, were
tabled and the contents thereof were read and noted by the Board.
9. Appointment of Additional Directors

Reference was made to Mr. …………….’s note dated ……….. on the subject, as circulated.
The Chairman proposed that Mr. ………….…. having DIN ……….. and Mr.………….. having
DIN ………… be appointed Additional Directors of the company in terms of Section 161 of
the Companies Act, 2013. Brief profiles of Mr. ………….…. and Mr.………….. along with
their consents to act as Directors, if appointed, were tabled.
The Board agreed with the same and passed the following Resolutions:
(a) “RESOLVED THAT , pursuant to the provisions of Section 161 of the Companies Act,
2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 and any other
applicable provisions read with Article _____ of the Articles of Association of the company,
Mr.………… be and is hereby appointed as Additional Director of the company to hold office
from the date of this Meeting till the first Annual General Meeting of the company.”
“RESOLVED FURTHER THAT ……., Director/Company Secretary be and is hereby

authorised to sign and file necessary forms/ documents with the Registrar of Companies and
make entries, as appropriate, in the registers of the company.”
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(b) “RESOLVED THAT , pursuant to the provisions of Section 161 of the Companies Act,
2013 and Companies (Appointment and Qualification of Directors) Rules, 2014, and any other
applicable provisions read with Article _____ of the Articles of Association of the company,
Mr.……… be and is hereby appointed as Additional Director of the company to hold office
from the date of this Meeting till the first Annual General Meeting of the company.”
“RESOLVED FURTHER THAT ………., Director/Company Secretary be and is hereby

authorised to sign and file necessary forms/ documents with the Registrar of Companies and
10. Chairman and Vice-Chairman of the Board

The Board, after discussion, decided that Mr. ……………. be appointed as Chairman of the
Board, who would be the Chairman for all Meetings of the Board as also for general meetings
of the company. The Board also decided that Mr. ……………. be appointed as Vice-Chairman
of the Board.
The Board thereafter passed the following Resolution:

“RESOLVED THAT until otherwise decided by the Board, Mr.…………… be and is hereby
elected as the Chairman of the Board of Directors of the company.”
“RESOLVED FURTHER THAT until otherwise decided by the Board, Mr.…………… be and is
hereby elected as the Vice-Chairman of the Board of Directors of the company.”
11. Board Committees

The Board approved constitution of the following Board Committees, as required in terms of
Sections 177 and 178 of the Companies Act, 2013, with the members as detailed below:
(a) Audit Committee ………………
(b) Nomination and Remuneration Committee ………………
(c) Stakeholders Relationship Committee ……………….
(d) Corporate Social Responsibility (CSR) Committee ………………
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The Board also approved the Terms of Reference of the Audit Committee, the Nomination
and Remuneration Committee, the Stakeholders Relationship Committee and the CSR
Committee, as tabled, copies of which were initialled by the Chairman for the purpose of
identification.
12. Appointment of First Auditors

The Chairman stated that pursuant to Section 139 of the Companies Act, 2013, First Auditors
are to be appointed within thirty days from the registration of the company. For this purpose,
Messrs. …………… ............................................ , Chartered Accountants,…………… , had
been approached to act as the first Auditors of the company. A letter received from
Messrs.…………… ............................................. , conveying their consent was placed before the
Directors. The Board, after discussion passed the following Resolution:
“RESOLVED THAT Messrs , Chartered Accountants, …., , be and are hereby

appointed pursuant to Section 139(6) of the Companies Act, 2013, as the first Auditors of the
company at such remuneration as may be fixed by the Board in consultation with the Auditors
to hold office from the date of this Meeting till the conclusion of the first Annual General
Meeting of the company.”
“RESOLVED FURTHER THAT the Director/Company Secretary be and is hereby authorised

to make the necessary filings with the Statutory Authorities”.
13. Common Seal of the company, if any (not mandatory)

The Chairman tabled a Seal bearing the company’s name, CIN and the address of the
registered office to be adopted as the Common Seal of the company, and the following
Resolution was passed:
“RESOLVED THAT the Common Seal of the company, the impression of which appears in the
margin against this Resolution, be and is hereby adopted as the Common Seal of the company.”
14. Appointment of Chief Executive Officer of the company

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The Chairman informed the Board that for promotion, development and expansion of the
company’s business, it is necessary to appoint a whole - time Chief Executive Officer. He
advised the Board that it is proposed to appoint Mr who has vast industry experience as the
Chief Executive Officer of the company; Mr…………. has given his consent to act as Chief
Executive Officer, if appointed. The Board agreed with the same and passed the following
Resolution:
“RESOLVED THAT pursuant to Section 203 of the Companies Act, 2013, Mr be and
is hereby appointed as the Chief Executive Officer of the company, on the terms and
conditions set out in the draft agreement/ appointment letter, placed on the table, a copy of
which was initialled by the Chairman for the purpose of identification.”
“RESOLVED FURTHER THAT Mr. …………., Chief Executive Officer, do perform such
functions and duties specified in the agreement/ appointment letter and as assigned to him by
the Board from time to time.”
“RESOLVED FURTHER THAT _____, Director/Company Secretary be and is hereby

authorised to sign and file the necessary forms/documents with the Registrar of Companies and
15. Appointment of Company Secretary

The Chairman advised the Board that it is proposed to appoint Mr. ……………., who holds
the prescribed qualifications as Company Secretary of the company; Mr…………. has given his
consent to act as Company Secretary, if appointed. The Board agreed with the same and
passed the following Resolution:
“RESOLVED THAT pursuant to Section 203 of the Companies Act, 2013, Mr.…….., holding
the prescribed qualification under Section 2(24) of the Companies Act, 2013, be and is hereby
appointed as Company Secretary of the company, on the terms specified in the draft
agreement/ appointment letter, placed on the table, a copy of which was initialled by the
Chairman for the purpose of identification.”
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“RESOLVED FURTHER THAT Mr. ……………, Company Secretary, do perform the duties
which are required to be performed by a secretary under the Companies Act, 2013 and any
other duties assigned to him by the Board or the Chief Executive Officer.”
“RESOLVED FURTHER THAT ……., Director be and is hereby authorised to sign and file the
necessary forms/documents with the Registrar of companies and make entries, as appropriate,
in the registers of the company.”
16. Appointment of Chief Financial Officer

The Chairman advised the Board that it is proposed to appoint Mr who is a …………………
(Qualification) as the Chief Financial Officer of the company; Mr…………. has given his
consent to act as Chief Financial Officer, if appointed. The Board agreed with the same and
passed the following Resolution:
“RESOLVED THAT pursuant to Section 203 of the Companies Act, 2013, and related Rules
and Regulations framed thereunder, Mr ______ be and is hereby appointed as Chief Financial
Officer of the company, on the terms specified in the draft agreement/ appointment letter,
placed on the table, a copy of which was initialled by the Chairman for the purpose of
identification.”
“RESOLVED FURTHER THAT Mr. ………….., Chief Financial Officer, do perform the
functions which are required to be performed by a Chief Financial Officer under the
Companies Act, 2013 and any other duties assigned to him by the Board or the Chief
Executive Officer.”
“RESOLVED FURTHER THAT …….., Director/Company Secretary be and is hereby

authorised to sign and file the necessary forms/documents with the Registrar of Companies and
17. Appointment of bankers and opening Bank A/c with ….. Bank
The Chairman informed the Board that it is proposed to open a current account in the name
of the company with ................Bank. The Board agreed with the same and passed the following
Resolution:
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“RESOLVED THAT a current account be opened in the name of ……... Limited with the …
Bank, ……..., and that the Bank be instructed to honor all cheques, bills of exchange,
promissory notes or other orders which may be drawn by/ accepted/ made on behalf of the
company and to act on any instructions so given relating to the account, whether the same be
overdrawn or not, relating to the transactions of the company and that any two of the
following Directors/officers of the company, jointly, namely:
1. Mr...Director
2. Mr...Director
3. Mr ...Chief Financial Officer
4. Mr ...Company Secretary
be and are hereby authorised to sign on behalf of the company, cheques or any other
instruments/ documents drawn on or in relation to the said account and the said signatures
shall be sufficient authority and shall bind the company in all transactions between the Bank and
the company.”
18. Printing of Share Certificates

The Chairman informed the Board that it would be necessary to print share certificates for
allotment of shares to the subscribers to the Memorandum of Association as well as for any
further issue of capital. A format of the share certificate in Form SH-1 in terms of Rule 5 of the
Companies (Share Capital and Debentures) Rules, 2014 was placed on the table and the Board
passed the following resolution:
“RESOLVED THAT 1,00,000 equity share certificates of the company be printed, in the format
placed before the Meeting and initialled by the Chairman for the purpose of identification, and
that the certificates bear serial Nos. 1 to 1,00,000.”
“RESOLVED FURTHER THAT the aforesaid blank share certificates be kept in safe custody
with Mr…………, Company Secretary.”
19. Issue of Share Certificates to the subscribers

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The Chairman informed the Board that Mr.……., Mr……... and Mr. ……..., who are
subscribers to the Memorandum of Association of the company, had each agreed to take and
have taken_ _ _ _ _ _ (__________) equity shares in the company. He further informed the
Board that pursuant to Section 2(55) of the Companies Act, 2013, the names of the said
subscribers to the Memorandum of Association have been entered in the Register of Members
and that equity share certificates are required to be issued to them. The Board agreed with the
same and passed the following Resolution:
“RESOLVED THAT M r. ……………., M r. ……………. and Mr. ……………., t h e

subscribers to the Memorandum of Association of the company who had agreed to take and
have taken __________ (__________) equity shares each of the company, be issued equity
share certificates and that Mr.………. and Mr.…………….., Directors of the company, and
Mr.…………..., Company Secretary, be and are hereby authorised to sign the said certificates.”
20. Statement of Preliminary Expenses and Preliminary Agreements

The Chairman placed before the Meeting a statement of expenses incurred in connection with
the formation of the company and a copy of agreements entered into before the formation of
the company. The Board approved the same and passed the following Resolution:
“RESOLVED THAT preliminary expenses of Rs……incurred in connection with the

incorporation of the company and the preliminary agreements entered be and are hereby
approved and confirmed as per the statement submitted by the Chairman.”
“RESOLVED FURTHER THAT the preliminary expenses of Rs…….. incurred by Mr.………...,

Director of the company, be reimbursed to the said Mr………. out of the funds of the
company.”
21. Authorisation to sign returns, forms, documents etc. filed with various regulatory
authorities
Various returns, forms, documents etc. are required to be filed with various regulatory
authorities including the Ministry of Corporate Affairs by the company from time-to-time. The
Board passed the following resolution in this regard:
“RESOLVED THAT ………………. and ………………….. Director of the company be and is

hereby authorised to sign on behalf of the company, various documents, forms, returns, etc.
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required to be filed with various regulatory authorities under the relevant statutory
provisions.”
22. Next Board Meeting

It was decided to hold the next Board Meeting at a.m./ p.m. on (Day), (Date, Month
and Year) at……….. (Venue).
23. Conclusion of the Meeting

There being no other business, the Meeting concluded at (Time) with a vote of thanks to
the Chair.
Chairman
(DIN)
Place
Date
SPECIMEN ATTENDANCE SLIP
Name of the Company

Registered Address
Website:
ATTENDANCE SLIP
............................. (Meeting Number) (Date)
Folio No. / DP ID Client ID No.
Name of First named Member/Proxy/ Authorised Representative Name of Joint Member(s), if

any:
No. of Shares held
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I/we certify that I/we am/are member(s)/proxy for the member(s) of the Company.
I/we hereby record my/our presence at the (Meeting number) Annual General Meeting of
the Company being held on (Day & Date) at (time) at (Venue address).
Signature of First holder/Proxy/Authorised Representative

Signature of 1st Joint holder
Signature of 2nd Joint holder
Note(s) : 1. Please sign this attendance slip and hand it over at the Attendance Verification
Counter at the MEETING VENUE.
SPECIMEN NOTICE OF ANNUAL GENERAL MEETING
Name of the Company

Registered Address
Website:
NOTICE OF (Meeting Number) ANNUAL GENERAL MEETING NOTICE is hereby given that
the (Meeting Number) Annual General Meeting of the Members of (Name of the Company)
will be held on (day), the (date), 20 , at ............................. am/ p.m. at
(address) to transact the following business:
Ordinary Business:
1. To receive, consider and adopt the standalone and consolidated Financial
Statements of the Company for the financial year ended 31st March, and the
Reports of the Board of Directors and the Auditors
2. To declare dividend for the financial year ended 31st March,
3. To appoint a Director in place of Mr (DIN ), who retires by rotation
and being eligible, offers himself for reappointment.
4. To appoint Statutory Auditors and to determine their remuneration.
For this purpose, to consider and if deemed fit, to pass, with or without
modification, the following Resolution as an Ordinary Resolution:
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“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable
provisions if any, of the Companies Act, 2013 and the Rules framed thereunder, as
amended from time to time, M/s. ...................., Chartered Accountants, (Firm
Registration No ) be and are hereby appointed as Auditors of the Company to
hold office from the conclusion of this Annual General Meeting till the conclusion of
the Annual General Meeting of the Company (subject to ratification of their
appointment at every AGM), at a remuneration of Rs /- (Rupees only)
for the year and Rs/ - (Rupees only) per year for the subsequent years
plus reimbursement of out of pocket expenses and service tax, as applicable.”
“RESOLVED FURTHER THAT the Board of Directors of the Company (including a

Committee thereof), be and is hereby authorised to do all such acts, deeds, matters
and things as may be considered necessary, desirable or expedient to give effect to
this Resolution.”
Special Business:
5. To appoint Mr as Director.
To consider, and if thought fit, to pass, with or without modification, the following Resolution
as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions
of the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors) Rules, 2014, Mr (DIN ), who was appointed as an Additional Director of the
Company with effect from , 20 by the Board of Directors of the Company
pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the
Company and who holds office upto the date of this Annual General Meeting, and being
eligible, offer himself for appointment and in respect of whom the Company has received a
notice in writing under Section 160 of the Companies Act, 2013 from a member signifying his
intention to propose the candidature of Mr for the office of Director, be and is hereby
appointed with effect from the date of this Meeting as a Director of the Company, liable to
retire by rotation.”
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By Order of the Board of Directors
For
........................................(Signature)
........................................(Name)
Director/ Company Secretary
DIN/ACS/FCS No.
Date : 20
Place :
Notes :
1. The explanatory statement setting out the material facts pursuant to Section 102 of
the Companies Act, 2013, relating to special business to be transacted at the
Meeting is annexed.
2. A Member entitled to attend and vote at the Meeting is entitled to appoint a Proxy
to attend and, on a poll, to vote instead of himself and the Proxy need not be a
Member of the Company.
3. Proxies, in order to be effective, must be received in the enclosed Proxy Form at
the Registered Office of the Company not less than forty-eight hours before the
time fixed for the Meeting.
4. A person can act as a proxy on behalf of Members not exceeding 50 and holding in
the aggregate not more than ten percent of the total share capital of the Company
carrying voting rights. A Member holding more than ten percent of total share
capital of the Company carrying voting rights may appoint a single person as proxy
and such person shall not act as a proxy for any other person or shareholder.
5. A Corporate Member intending to send its authorised representatives to attend the
Meeting in terms of Section 113 of the Companies Act, 2013 is requested to send
to the Company a certified copy of the Board Resolution authorizing such
representative to attend and vote on its behalf at the Meeting.
6. Members/Proxies/Authorised Representatives are requested to bring the
attendance slips duly filled in for attending the Meeting. Members who hold shares
in dematerialised form are requested to write their client ID and DP ID numbers
and those who hold shares in physical form are requested to write their Folio
Number in the attendance slip for attending the Meeting.
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7. During the period beginning 24 hours before the time fixed for the commencement
of Meeting and ending with the conclusion of the Meeting, a Member would be
entitled to inspect the proxies lodged at any time during the business hours of the
Company. All documents referred to in the Notice and accompanying explanatory
statement are open for inspection at the Registered Office of the Company on all
working days of the Company between 11:00 a.m. and 1:00 p.m. upto the date of
the Annual General Meeting and at the venue of the Meeting for the duration of the
Meeting.
8. Route-map to the venue of the Meeting is provided at the end of the Notice / Page
no of the Annual Report.
9. The Register of Members and the Share Transfer Books of the Company will remain
closed from .................... to (both days inclusive).
10. The dividend on shares as recommended by the Board, if approved at the Annual
General Meeting, will be paid within thirty days from the date of declaration to
those Members or their mandatees whose names appear:
(a) as Members in the Register of Members of the Company on , and
(b) as beneficial owners on that date as per the lists to be furnished by in respect
of shares held in electronic form.
11. Unclaimed / Unpaid Dividend:
Pursuant to Section 205A of the Companies Act, 1956 (Section 124 of the Companies Act,
2013, once notified), dividend for the financial year ended 31st March, _______ which remains
unclaimed for a period of seven years, become due for transfer on (date) to the Investor
Education and Protection Fund of the Central Government. Members who have not claimed
their dividend for the above mentioned year are requested to make their claim to the Share
Department of the Company at the Registered Office of the Company or to the Registrar and
Share Transfer Agents of the Company at ................................................................. (address) as early
as possible but not later than (date).
12. The Company has already transferred unclaimed dividend declared for the financial year
ended 31st March, and earlier periods to the Investor Education and Protection Fund. Members
who have so far not claimed or collected their dividends for the said period may claim their
dividend from the Registrar of Companies, , by submitting an application in the prescribed
form.
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13. The Securities and Exchange Board of India (SEBI) has mandated the submission of
Permanent Account Number (PAN) by every participant in securities market. Members holding
shares in electronic form are, therefore, requested to submit the PAN to their Depository
Participants with whom they are maintaining their demat accounts. Members holding shares in
physical form can submit their PAN details to the Company.
14. Electronic copy of the Annual Report is being sent to all the Members whose email IDs
are registered with the Company/Depository Participant(s) for communication purposes unless
any Member has requested for a hard copy of the same. For Members who have not registered
their email address, physical copy of the Annual Report is being sent in the permitted mode. In
case you wish to get a physical copy of the Annual Report, you may send your request to
(email) mentioning your folio/DP ID and Client ID. Annual Reports is also available in the
Financials section on the website of the Company at
15. Members holding shares in physical mode are requested to register their email IDs with
the Registrar & Share Transfer Agents of the Company and Members holding shares in demat
mode are requested to register their e mail ID’s with their respective DP in case the same is
still not registered. Members are also requested to notify any change in their email ID or bank
mandates or address to the Company and always quote their Folio Number or DP ID and
Client ID Numbers in all correspondence with the Company. In respect of holding in electronic
form, Members are requested to notify any change of email ID or bank mandates or address
to their Depository Participants.
16. Members holding shares in electronic form may please note that their bank details as
furnished to the respective Depositories will be printed on their dividend warrants as per the
applicable regulations. The Company will not entertain any direct request from such Members
for deletion or change of such bank details. Instructions, if any, already given by Members in
respect of shares held in physical form will not be automatically applicable to the dividend paid
on shares in electronic form.
17. Any query relating to financial statements must be sent to the Company’s Registered
Office at least seven days before the date of the Meeting.
18. With a view to serving the Members better and for administrative convenience, an
attempt would be made to consolidate multiple folios. Members who hold shares in identical
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names and in the same order of names in more than one folio are requested to write to the
Company to consolidate their holdings in one folio.
19. Members who still hold share certificates in physical form are advised to dematerialise
their shareholding to avail the benefits of dematerialisation, which include easy liquidity, since
trading is permitted in dematerialised form only, electronic transfer, savings in stamp duty and
elimination of any possibility of loss of documents and bad deliveries.
20. Members can avail of the nomination facility by filing Form SH-13, as prescribed under
Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Share Capital and
Debentures) Rules, 2014, with the Company. Blank forms will be supplied on request.
21. In accordance with the provisions of Article of the Articles of Association of the
Company, Mr , Mr and Mr will retire by rotation at the Annual General
Meeting and, being eligible, offer themselves for re-election. Further, Mr was
appointed as an Additional Director and retires at the Annual General Meeting and the
Company has received a notice for his appointment at the Annual General Meeting. Pursuant
to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, additional
information in respect of Directors seeking election, those retiring by rotation and seeking
reappointment at the Annual General Meeting is given elsewhere in the Annual Report.
22. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the
Companies (Management and Administration) Rules, 2014, the Company is pleased to provide
members the facility of exercising their right to vote electronically on the items mentioned in
this Notice. The Company has appointed Mr as scrutinizer for conducting the e-
voting process in a fair and transparent manner.
The voting period begins on , , 201 at 10:01 hrs. and will end on ,....................,
201 at 17:00 hrs. During this period shareholders’ of the Company, holding shares
either in physical form or in dematerialised form, as on the cut-off date of , 201..., may cast
their vote electronically. The e-voting module shall be disabled for voting thereafter.
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The Company has signed an agreement with (agency) for facilitating e-voting to enable
the Shareholders to cast their vote electronically. The instructions for shareholders voting
electronically are given at page no of the Annual Report.
23. The Results shall be declared on or after the Annual General Meeting of the Company
and shall be deemed to be passed on the date of Annual General Meeting. The results
alongwith the Scrutinizer’s Report shall be placed on the website of the Company within 2 days
of passing of the resolutions at the Annual General Meeting of the Company and shall be
communicated to (Stock Exchange).
EXPLANATORY STATEMENT
As required by Section 102 of the Companies Act, 2013, the following explanatory statement
sets out all material facts relating to the business mentioned under Item No. 7 of the
accompanying Notice dated
Item No. 5
Mr who was appointed as an Additional Director of the Company under Section
161(1) of the Companies Act, 2013 effective, holds office up to the date of this
Annual General Meeting, and is eligible for appointment as Director of the Company.
The Company has received notice under Section 160 of the Companies Act, 2013 from a
Member signifying her intention to propose the candidature of Mr for the office of
Director.
A brief profile of Mr , as required to be given pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, has been given elsewhere in this Notice.
Mr _______ is not a Director of any other public limited company in India. He is a Member of
the Audit Committee and the Investment Committee of ______. He does not hold any shares
in the company nor is he related to any director or KMP of the company.

For
........................................(Signature)
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193
........................................(Name)
DIN/ACS/FCS No.
Date : 20
Place :
SPECIMEN NOTICE IN NEWSPAPERS OF ANNUAL GENERAL MEETING

Name of the Company
Registered Address
Website:
NOTICE is hereby given that the ____Annual General Meeting of the Company is scheduled
to be held on (day) (date) at a.m. /p.m. at the registered office of the
company situated at ..................( address).
Notice of the Meeting setting out the Resolutions proposed to be transacted thereat and the
Audited financial statements for the year ended at March 31, 201 , Auditors’ Report and
Report of the Board of Directors for the year ended on that date, have also been dispatched to
the Members. Notice and the said documents are available at the Company’s website and
copies of said documents are also available for inspection at the registered office of the
Company on all working days during the business hours up to the date of Annual General
Meeting. The Company has completed dispatch of Annual Report on , 201.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014, your Company is pleased to
provide remote e-voting facility to its Members to exercise their right to vote on the
Resolutions proposed to be transacted at the (Number) Annual General Meeting. The
Company has arranged remote e-voting facility through (agency) at (website) Notice of the
Annual General Meeting is also available at the (agency’s) website.
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A Member whose name appears in the register of members as on cut off date i.e , 201... only
shall be entitled to avail the facility of remote evoting as well as voting through physical ballot
at the Meeting. Members who cast their vote through remote e-voting may attend the Meeting
but shall not be entitled to cast their vote again.
Any person who becomes Member of the Company after dispatch of the Notice of the Meeting
and holding shares on , 201..., if already registered with (agency), can use his/her
existing user ID and password otherwise follow the detailed procedure mentioned in Notice of
Meeting available at Company’s website www com or may obtain the login ID and
password by sending a request at (email ID of agency) or to the Company’s Registrar, M/s at
@ com latest by p.m. of , 201
Remote e-voting facility shall commence on , 201 at 10:00 hrs. and will end on ......,
201... at 17:00 hrs. The remote e-voting will be disabled by (agency) after the said date and
time.
The Company has appointed Mr , Practising Company Secretary as the scrutiniser to

scrutinise the e-voting process in fair and transparent manner. In case of any queries/grievances
relating to e-voting process, the Members may contact at (email ID of agency), Tel: or
M/sRTA address) at @ com, Tel: 011 or at the @ com , Tel: +91
Please keep your most updated email ID registered with the company/your Depository
Participant to receive timely communications.

For
(Signature)
(Name)
DIN/ACS/FCS No.
Date : 20
Place :
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195
SPECIMEN NOTICE OF POSTPONED ANNUAL GENERAL MEETING
Name of the Company
Registered Address
Website:
Members are hereby informed that, due to unforeseen and unavoidable circumstances, the
Annual General Meeting of the Company, which was scheduled on _______, will now be held
on , at p.m. at the Registered Office of the Company, to consider the business
mentioned in the Notice dated _______ which had been sent to Members in connection with
the Meeting originally scheduled to have been held on ________.
A Member entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend
and, on a poll, to vote instead of himself and the Proxy need not be a Member of the
Company. Proxies, in order to be effective, should be duly completed, stamped (if applicable)
and signed and must be received at the Registered Office of the Company not less than forty-
eight hours before the time fixed for the Meeting.

For
(Signature)
(Name)
DIN/ACS/FCS No.
Date : 20
Place :
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196
SPECIMEN NOTICE IN NEWSPAPERS OF POSTPONEMENT OF ANNUAL
GENERAL MEETING
Name of the Company

Registered Address
Website:
NOTICE: POSTPONEMENT OF ANNUAL GENERAL MEETING
Members are hereby informed that, due to the unforeseen and unavoidable circumstances, it
has not been possible for the Company to convene the Annual General Meeting of the
Company, which was scheduled to be held on 20
Accordingly, the Board of Directors of the Company has decided to postpone the said Annual
General Meeting, which now is convened on 20. Notice and other documents, if any,
relevant to the re-convened Meeting will be dispatched to Members shortly.

For
(Signature)
(Name)
DIN/ACS/FCS No.
Date : 20
Place :
Page 197
197
SPECIMEN NOTICE BY REQUISITIONISTS CONVENING AN EXTRA-
ORDINARY GENERAL MEETING
NOTICE is hereby given that the persons named below, who are Members of (Name of the
Company), having its Registered Office at , and who have requisitioned the convening of an
Extra-Ordinary General Meeting of the Company, hereby, in exercise of the powers and rights
conferred by Section 100 of the Companies Act, 2013, give Notice that the said requisitioned
meetings shall be held on day, the 20 , at a.m./p.m. at (address) to consider the
following proposal:
State the proposal

{OR
for considering and, if thought fit, passing the following Ordinary/ Special Resolution:
Reproduce the Resolution}
Names of requisitionists:
1
2
3
4
Note :

For
(Signature)
(Name)
DIN/ACS/FCS No.
Page 198
198
Date : 20
Place :
SPECIMEN BOARD RESOLUTION FOR CONVENING EXTRA-ORDINARY

GENERAL MEETING ON REQUISITION
of the Companies Act, 2013 and rules thereunder and as per the requisition received from the
Members, the Board of Directors hereby authorises calling of an Extra-Ordinary General
Meeting (EGM) of the Members on (date) at (time) at (venue).
RESOLVED FURTHER THAT the draft notice of the EGM, the explanatory statement and
other ancillary documents in connection with the EGM, as placed before the Board, be and are
hereby approved.
RESOLVED FURTHER THAT any one of the Directors and the Company Secretary of the
Company be and are hereby authorised to sign and execute the notice and other relevant
documents in connection with the EGM and circulate them to the Members of the Company
and do all such acts, deeds and things as may be necessary in connection with calling and
convening of EGM including appointing scrutinisers and e-voting agencies, if required.”
SPECIMEN OF A DEMAND FOR POLL
Dated:
To
The Chairman of the Annual General Meeting of (Name of the Company) being held on ..........
day, 20... at a.m. /p.m. at (address).
We the undersigned, being the holders of an aggregate of equity shares of Rs.10/Re.1/-

each of the Company, as per the details set out below against our respective names, demand
that, pursuant to the provisions of Section 109 of the Companies Act, 2013, a poll be taken in
respect of the Resolution proposed at Item No of the Notice dated 20 of the
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199
Annual General Meeting of the Company on which the voting is yet to be taken on a show of
hands.
{OR
on which voting on a show of hands has been taken but the result thereof is yet to be
announced
OR
which was declared carried on voting by show of hands}
Sr No Name of member Folio No./ Client ID No. No. of shares Signature
ANNOUNCEMENTS BY THE CHAIRMAN OF THE MEETING IN

CONNECTION WITH A POLL
Immediately after a Poll is demanded:
“I request you to make your demand on the Poll Demand Sheet so that the same can be
verified to ascertain the validity of the demand in terms of the Companies Act, 2013, and the
Articles of Association of the Company.”
After verification of the demand and if the demand is found to be validly made:
“I now order that the Poll on the Resolution in respect of Item No of the Notice, on the
subject of be taken and I appoint Mr and Mr as the Scrutinisers.
The Poll will commence half an hour after the transaction of all the items on the Agenda for
the Meeting.
The Poll will be held in a part of this Hall and will continue for half an hour or till all the
Members or their valid Proxies or Authorised Representatives present and willing to cast their
votes, have cast their votes, whichever is earlier.
I authorise the Scrutinisers to issue the Poll papers to Members/Proxies/ Authorised

Representatives and to advise them about the procedure to be followed; and to declare the
Poll as closed on conclusion thereof, after ensuring that all the Members/Proxies/Authorised
Representatives present have been provided the opportunity to vote. In terms of the
provisions of the Articles of Association of the Company, a Member who is in arrears of
moneys payable on the shares allotted to him is not entitled to vote. The Scrutinisers can take
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200
the assistance as may be required of the officers or employees of the Company in the conduct
of the poll. I request you all to extend your co-operation in the conduct of the poll.
The details of the result of the poll would be displayed on the notice board at the Registered
Office of the Company not later than 11:00 a.m. on , It would also be put up on
the website of the Company under the head ”
SPECIMEN POLLING RECORD
Name of the Company

Registered Office
POLLING RECORD
Date of Meeting
Item No. of the Notice dated _______ of the Meeting on which the poll was held :
Subject matter on which the poll was held:
Sr. No. Particulars Details

1 Name of the Member
2 Address
3 Registered folio No. / *Client ID No. (*Applicable to investors
holding shares in dematerialised form)
4 Class of Shares (Whether shares have differential voting rights)
5 No. of shares held
6 Nominal Value of Shares
No Item No Assent Dissent
Date:
Initials of Scrutinisers:
{each page should be initialed by the Scrutinisers and they should sign the last page in full}
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201
SPECIMEN ANNOUNCEMENT ON THE NOTICE BOARD OF THE COMPANY
OF THE RESULT OF THE POLL
Name of the Company

Registered Address
Website:
RESULT OF THE POLL HELD AT THE _______ MEETING OF THE COMPANY HELD ON
Item No ________ of the Notice dated ___________ Subject:

Total number of votes cast :
Invalid votes :
Total number of valid votes :
Number of votes cast FOR the Resolution :
Number of votes cast AGAINST the Resolution :
Result :
Place :
Date : CHAIRMAN
Time :
SPECIMEN RESOLUTION PASSED BY POSTAL BALLOT
Name of the Company

Registered Address
Website:
RESOLUTIONS PASSED BY POSTAL BALLOT ON

The Company had, on _______ dispatched to all the Shareholders, Notice dated ...............
under Section 110 of the Companies Act, 2013, for obtaining the consent of the Shareholders
to the following Ordinary Resolution by means of postal ballot:
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202
“RESOLVED that the consent of the Company be and is hereby accorded pursuant to Section
180(1)(a) and other applicable provisions of the Companies Act, 2013, to the Board of
Directors of the Company (the Board) to sell, lease or otherwise dispose of at such
consideration and with effect from such date as the Board may think fit, the whole or
substantially the whole of the undertaking of the Company at ________ engaged in the
business of manufacture of __________.
RESOLVED FURTHER that the Board be and is hereby authorised to do or cause to be done
all such acts, deeds and other things as may be required or considered necessary or incidental
thereto for giving effect the aforesaid Resolution”.
The dispatch of Notices and accompanying documents were completed on (date) to all
Members appearing in the records of the Company as on (cut-off date). Mr _____, was
appointed as Scrutiniser on (date) and (name of the Agency) was appointed as an Agency on
(date) for providing and supervising electronic platform for e-voting.
It was mentioned in the said Notice dated _______ that the postal ballot forms sent therewith
should be returned by the Shareholders duly completed so as to reach the Scrutiniser on or
before ______. The Notice also indicated the date of commencement of e-voting as (Day)
(Date) and the last date e-voting as (Day) (Date) alongwith the process and manner of voting
by electronic means. The Scrutiniser was required to submit his report to the Chairman after
completion of the Scrutiny.
Mr (Scrutiniser) carried out the scrutiny of all the postal ballot forms and electronic votes
received upto the close of working hours on .................................. He submitted his Report dated
on (date) and the Chairman accepted the said Report.
The following is the result of the postal ballot as per the Scrutiniser’s Report:
Number of valid postal ballot forms received
Number of valid votes cast by electronic means
Votes in favour of the Resolution including votes cast by electronic means
Votes against the Resolution including votes cast by electronic means
Number of invalid postal ballot forms received
Number of invalid votes by electronic means
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203
In view of the foregoing, the Ordinary Resolution set out in the Notice dated has been
therefore duly approved/not approved by the requisite majority of the Shareholders.
Place :
Date : Chairman
SPECIMEN MINUTES OF ANNUAL GENERAL MEETING
MINUTES OF THE PROCEEDINGS OF THE (Number of Meeting) ANNUAL GENERAL

MEETING OF (Name of the Meeting) HELD ON (day), (date) 20... AT ..................................
(address)
Time of commencement a.m./p.m.

Time of conclusion…………………..a.m./p.m.
The following were present:

1. Mr. W (in the Chair)
2. Mr. B (Director and Member)
3. Mr. C (Director)
4. Mr. D (Director and Member)
5. Mr. E. (Director and Chairman of Audit Committee)
6. Mr. F (Company Secretary)
7. .................... (Members present in person) [state number]
8. .................... representing shares (Members present by Proxy) [state number]
9. Mr. G, Partner of M/s , Chartered Accountants, Auditors of the Company, was present.
Mr. H, Practising Company Secretary, Secretarial Auditor of the Company, was also present.
1. CHAIRMAN
In accordance with Article ___ of the Articles of Association, Mr. W, Chairman of the Board
of Directors, took the Chair.
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204
The Chairman welcomed the Members and introduced the Directors seated on the dais.
The Chairman stated that Mr …. and Mr………Directors, could not attend the Meeting due
to…………… (explain the reason for absence).
Quorum was present at the commencement of the Meeting as well as at the time of
consideration of each item of business.
The following documents / Registers of the Company remained open and accessible for
inspection during the continuance of the AGM:
(a) Financial Statements for the financial year ended 31st March, including the Consolidated
Financial Statements for the said financial year, and the Reports of the Board of Directors and
the Auditors.
(b) Register of Directors and Key Managerial Personnel and their shareholding.
(c) Register of Contracts or Arrangements in which Directors are interested
With the consent of the Members present, the Notice convening the Annual General Meeting
of the Company was taken as read.
The Chairman delivered his speech.
The business of the Meeting as per the Notice thereof was thereafter taken up item wise.
1. Adoption of Consolidated and Standalone Financial Statements

The Chairman requested Mr ______ to read the Ordinary Resolution for the adoption of the
Financial Statements for the year ended 31st March, 20 19 and Mr _____ read out the
Ordinary Resolution as follows:
“RESOLVED that the Financial Statements of the Company for the year ended 31st March, 20 ,
including Consolidated Financial Statements for the said financial year, along with the Reports
of the Board of Directors and the Auditors, as circulated to the Members and laid before the
Meeting, be and are hereby approved and adopted.”
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205
After the above Resolution was proposed and seconded, but before it was put to vote, the
Chairman invited Members (other than those present by Proxy) to make observations and
comments, if any, on the Report and financial statements, as well as on the other Resolutions
set out in the Notice convening the Meeting.
Some Members made their observations and comments and raised queries on the Annual
Report and Financial Statements and other items set out in the Notice and the Chairman
answered their queries.
Before putting the Resolution to vote, the Chairman reminded the Meeting that Proxies were
not eligible to vote on a show of hands. Thereafter, the Chairman put the Resolution for the
adoption of the Financial Statements, Consolidated Financial Statements and the Reports
thereon to vote as an Ordinary Resolution.
On a show of hands, the Chairman declared the aforesaid Ordinary Resolution carried by the
requisite majority.
2. Declaration of Dividend
Mr ________ read out the following Resolution
“RESOLVED that the dividend @ Rs _____ on the equity shares of Rs. 10/- each, fully paid up,
be and is hereby declared for payment, to those Members whose names appear on the
Company’s Register of Members on 20...”.
The Resolution was proposed by Mr _______ and seconded by Mr _____ and was put to
vote as an Ordinary Resolution.
On a show of hands, the Chairman declared the aforesaid Ordinary Resolution carried
unanimously.
3. Appointment of Director
Proposed by : Mr
Seconded by : Mr
The following Resolution having been proposed and seconded by the aforementioned two
Members, was put to vote as an Ordinary Resolution:
Page 206
206
“RESOLVED that pursuant to Section 152 of the Companies Act, 2013, Mr. A, who retires by
rotation and, being eligible for re-appointment, offers himself for reappointment, be and is
hereby re-appointed as a Director of the Company liable to retire by rotation.”
unanimously.
Proposed by : Mr
Seconded by : Mr
“RESOLVED that pursuant to Section 152 of the Companies Act, 2013, Mr. B, who retires by
unanimously.
Proposed by : Mr
Seconded by : Mr
Members, was put to the vote as an Ordinary Resolution:
“RESOLVED that, pursuant to Section 152 of the Companies Act, 2013, Mr. C, who retires by
unanimously.
Page 207
207
6. Appointment of Auditors
Proposed by : Mr
Seconded by : Mr
Members, was put to vote as an Ordinary Resolution
“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions if
any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to
time,
M/s , Chartered Accountants, (Firm Registration No ) be and are hereby appointed as

Auditors of the Company to hold office from the conclusion of this Annual General Meeting till
the conclusion of the Annual General Meeting of the Company (subject to ratification of their
appointment at every AGM), at a remuneration of Rs /- (Rupees only) for the year
_______ and Rs /- (Rupees only) per year for the subsequent .................... years
plus reimbursement of out of pocket expenses and service tax, as applicable.”
unanimously.
Proposed by : Mr
Seconded by : Mr
of the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors) Rules, 2014,
Mr _______ (DIN ), who was appointed as an Additional Director of the Company with
effect from , 20 by the Board of Directors of the Company pursuant to Section
161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who
holds office upto the date of this Annual General Meeting, and being eligible, offer himself for
appointment and in respect of whom the Company has received a notice in writing under
Page 208
208
Section 160 of the Companies Act, 2013 from a member signifying his intention to propose the
candidature of Mr ________ for the office of Director, be and is hereby appointed as a
Director of the Company, liable to retire by rotation with effect from the date of this
Meeting.”
unanimously.
8. Delisting of Securities - Special Resolution

Proposed by : Mr
Seconded by : Mr
Members. was put to vote as a Special Resolution:
“RESOLVED that, subject to the provisions of the Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009, Securities Contracts (Regulation) Act, 1956, and
the Securities and Exchange of Board of India Act, 1992, and the rules framed thereunder and
other applicable laws, rules and regulations and guidelines and subject to such other approvals,
permissions and sanctions as may be necessary and subject to such conditions as may be
prescribed by the Securities and Exchange Board of India and Stock Exchanges while granting
such approvals, permissions and sanctions, which may be agreed to by the Board of Directors
of the Company, which expression shall be deemed to include any Committee of the Board for
the time being, exercising the powers conferred by the Board, the consent of the Company be
and is hereby accorded to the Board to voluntarily de-list the equity shares of the Company
from ................. (name of stock exchanges).
“RESOLVED FURTHER that the Board be and is hereby authorised to do all acts, deeds and
things as it may in its absolute discretion deem necessary and appropriate to give effect to the
above Resolution.”
On a show of hands, the Chairman declared the aforesaid Special Resolution carried with the
requisite majority.
Page 209
209
Vote of Thanks
There being no other business to transact, the Meeting closed with a vote of thanks to the
Chair.
Date :
Place: CHAIRMAN (DIN…)

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YT Channel – YES Academy for CS In Karma, I Believe.... Marathon Notes

2 GENERAL PRINCIPLES OF DRAFTING

CONVEYANCING – ITS MEANING

DISTINCTION BETWEEN DRAFTING AND CONVEYANCING

DISTINCTION BETWEEN CONVEYANCING AND CONTRACT

GENERAL PRINCIPLES OF DRAFTING

1. Fowlers’ five rules of drafting

3. Skelton draft and its self-appraisal

4. Special attention to be given to certain documents

1. Reduce the group of words to single word;

The following things should be avoided while drafting the documents:

Following are the components or parts of a document or an instrument or a deed :

2) Date and Place of the execution of the Deed :

The date and place are state in the following manner :

3) Parties to the Deed :

3) Exceptions and reservations :

2) Signature and Attestation :

e.g. Gift Deed pertaining to an immovable property requires mandatory attestation.

3) Parcels or Description of the Property :

IMPORTANT CONCEPTS RELATING TO DEEDS AND DOCUMENTS

Interpretation of Deeds and Documents :

Informal Agreements : In interpretation of informal agreements, the rule to be applied is

ENDORSEMENT AND SUPPLEMENTAL DEED

Endorsement means to write on the back or on the face of a document wherein it is

BASIC COMPONENTS OF DEEDS

A pretended deed is a deed apparently or prima facie valid.

PLAINT AND COMPLAINTS

FUNDAMENTAL RULES OF PLEADINGS

(2) Every pleading shall be divided into paragraphs, numbered consecutively.

(4) It shall contain

(i) facts only, then again, material facts;

(ii) not law;

(iii) not evidence;

(iv) immaterial facts to be discarded.

(v) deficiency in pleading.

Every plaint must contain the following things:

(a) the name of the Court in which the suit is brought;

(b) the name, description and place of residence of the plaintiff;

(f) the facts showing that the Court has jurisdiction;

(g) the relief which the plaintiff claims;

Rules related to written statement

(v) Attach relevant correspondence, invoice, challan, documents, extracts of books of

The following rules should be remembered when drawing up an affidavit:

(3) An affidavit should be drawn up in the first person;

BEFORE THE HON’BLE HIGH COURT

Mr. Pawan, Managing Director of the Company

AND IN THE MATTER OF

for termination of service of an employee

BEFORE ME, DEPONENT

MEMORANDUM OF APPEALS AND REVISIONS

Appeals from original decree

Appeals against the orders

Appeal to Supreme Court

(iii) Appeals in criminal cases: A limited criminal appellate jurisdiction is conferred

(3) Appeal by Special Leave

(c) any misapplication of law to the facts of the case;

(d) any material irregularity committed in the trial of the case;

(e) any substantial error or defect or procedure;

Drafting Grounds of Appeals

(i) Grounds of objection should be written distinctly and specifically;

(ii) They should be written concisely;

(iii) They must not be framed in a narrative or argumentative form; and

Relief Sought in Appeal

BEFORE THE HON’BLE HIGH COURT

CIVIL APPELLATE JURISDICTION

Appeal No. _______ of 2015

AND IN THE MATTER OF

The appellant Company most respectfully submits as under:

FACTS OF THE CASE

GROUNDS FOR APPEAL

Verified at Pune on 3rd January 2015

(a) to have exercised a jurisdiction not vested in it by law; or

(b) to have failed to exercise a jurisdiction so vested; or

BEFORE THE HON’BLE HIGH COURT

CIVIL APPELLATE JURISDICTION