LB- 301 : CONSTITUTIONAL LAW
TOPIC 1 : INDEPENDENCE OF JUDICIARY/ COLLEGIUM
Q. 4/2022. “The Constitution of India nowhere expressly provides for the collegium system.” Discuss the constitutional validity of the “collegium system” and the “Consultation” in the appointment of High Courts and Supreme Court judges. Also, discuss the Constitutional validity of the Constitution (99th Amendment) Act, 2014 and the National Judicial Appointments Commission Act, 2014 with relevant case laws.
Q. 3/2020. Valston is a democratic country having federal structure of States. The Constitution of Valston originally provided for the procedure for the transfer and appointment of Judges and functioning of Supreme Court and High Courts of the various States of Valston. The Government of Valston amended Constitution by 99th Constitutional Amendment which replaced the previous collegium system for the transfer and the appointment of Judges by NJAC Act, 2014 and introduced the setting-up of a Commission known as National Judicial Appointments Commission that consists of the Chief Justice of Valston (Chairperson ex-officio), two other senior judges of Supreme Court (next in seniority. to the CJ of Valston), the Union Minister in-charge of the law and justice (ex officio), two eminent persons (nominated by a committee consisting of Chief Justice, Prime Minister and Leader of Opposition of the lower house of Valston) for appointment and transfer of judges. Following the enforcement of NJAC, the country of Valston witnessed a huge chaos and a disruption between the two limbs of the State i.c., the judiciary and legislature resulting in the challenge of the constitutional amendment and the NJAC Act, 2014 before the Supreme Court of Valston. Decide the validity of 99th Constitutional Amendment and NJAC Act with the help of relevant case laws.
Q. 5/2019. Is the Collegium System of judicial appointment a necessary aspect of judicial independence in India? Comment.
Q. 2/2018. The term “Consultation” used in Articles 124, 217 and 222 of the Constitution has to be read as vesting primacy in the judiciary with reference to the decision making process, pertaining to the selection and appointment of judges to the higher judiciary, and also, with reference to the transfer a Chief Justice and Judges of one High Court to another. Discuss.
TOPIC 2 : JUDICIAL REVIEW OF ARTICLE 356 (STATE EMERGENCY)
Q. 2/2022. Political Party XY with support from other political parties and independent MLAs stakes claim to form Government and satisfies the Governor about its majority to form a stable government. The Governor after meeting with the political parties, wrote to the President of India that according to his assessment the majority was cobbled by illegal and unethical means contrary to the provisions of the Tenth Schedule to the Constitution of India and the Representation of People’s Act, 1951. Thus, after exploring all possible alternatives with all political parties and independent MLAs, a situation has emerged in which no political parties or groups are able to form a Government commanding majority in the House. Hence, there is a failure of constitutional machinery. The President of India accordingly based on the report of the Governor issued a Proclamation under Article 356. In the stated facts, can the Proclamation under Article 356 be challenged in the court of law? Discuss the extent of judicial review citing precedents.
Q. 6/2020. Aryavarta is a Sovereign, Socialist, Secular, Democratic Republic having 28 States and 9 Union Territories. Constitution of Aryavarta provided a federal form of government wherein powers were divided between the Union and States. Delta Pradesh is one of the 28 States of Aryavarta. The Legislative Assembly of Delta Pradesh was dissolved by a Proclamation issued by the President on the basis of the report given by its Governor that attempts were being made to cobble a majority by illegal means and to lay claim to form the Government in the State. The report also indicated that if these attempts continued, it would amount to tampering with constitutional provisions. The validity of the Proclamation was challenged by elected members of dissolved Assembly on the ground that the report of the Governor suffered from serious legal and factual infirmities and is tainted with pervasive mala fides to prevent political party led by Mr. X to form the Government. Analyze the validity of the Proclamation dissolving the Legislative Assembly with the help of constitutional provisions and decided cases.
Q. 2/2019. The Legislative Assembly of a State in India was dissolved by the President under Article 356 of the Constitution of India on the ground that the majority has been obtained by illegal means. Discuss the constitutionality of this action under Article 356 of the Constitution of India and according to case laws.
TOPIC 3 : FREEDOM OF TRADE COMMERCE & INTRCOURSE (ARTICLE 301 & 304)
Q. 6/2022. The States A, B, C and D by virtue of Entry No. 52 of the State List (Taxes on the entry of goods into a local area for consumption, use or sale therein) enacted laws that provide for levy of a tax on the “entry of goods into local the States” The constitutional validity of the law was challenged on the ground that the same were violative the right to free trade’ commerce & intercourse and also discriminatory. Discuss in the light of land-mark case laws the constitutional validity of the laws enacted by the said States of A, B, C and D. Also, discuss the scope of freedom of trade, commerce and intercourse envisaged under Part XIll of the Constitution of India.
Q. 3a/2019. Define Freedom of Trade and commerce within the territory of India.
Q. 8a/2018. The word free used in article 301 of the constitution does not mean freedom from taxation. Common.
TOPIC 4 : HARMONIOUS CONSTRUCTION ARTICLE 246
Q. 3a/2022. State X enacted the Use of Sound Amplifiers Act, 2050. Mr. Z challenged the legislative competence of State X to enact the said Act of 2050. The High Court held that the said Act was in excess of the powers conferred by the Constitution and therefore ultra vires the State Legislature. The State X filed an appeal before the apex court challenging the judgement of the High Court. Argue on behalf of the State X before the apex court. Entry No. 7 of the Union List : Post and Telegraphs; Telephones, wireless, broadcasting and other like forms of communication. Entry No. 3 of the State List : Public order (but not including the use of Naval, military or air forces of the union in aid of civil power). Entry No. 10 of State List: Public health and sanitation, hospitals and schools.
Q. 4/2020. The State of West Bengal in exercise of concurrent legislative power under entry 25 List III enacted “The West Bengal Universities Act, 1999” which prescribes Bengali as the exclusive medium of instruction and examination at all levels of University education in the State. Manish, who wants to pursue his LL.B. course through the English medium seeks to challenge the validity of the State law on the ground that it encroaches upon the legislative power of Parliament under entry 66 List 1. The relevant legislative entries are:
Entry 25 of List III “Education, including technical education, medical education and universities subject to the provisions of entries 63, 64, 65 and 66 of List 1.”
Entry 66 of List I- “Coordination and determination of standards in institution for higher education or research and scientific and technical institutions.”
Decide the validity of State Act with the help of relevant principles of constitutional interpretation and case laws.
Q. 1b/2018. The provisions of the Bombay University (State University) Act, 1953 prescribing Marathi as the sole medium of instructions and examination in its Department and Affiliated College.
Q. 2a/2017. Whether a university established under an Act enacted by the State legislature can prescribe an exclusive medium of instruction and examination for the course offered in the University? Elaborate in the light of Constitutional Scheme and case laws.
TOPIC 5 : DOCTRINE OF REPUGNANCY ARTICLE 254
Q. 8b/2022. Define Doctrine of Repugnancy.
Q. 5/2020. The Parliament of Dharmanagarin 1952 enacted the Prevention of Food Adulteration Act providing for a maximum imprisonment of three years for any person found adulterating for items. This Act was applicable to whole of Dharnagar. The state of Mansoul within the country of Dharmanagar considered that the maximum punishment of count years imprisonment provided by above Act was not adequate and with the object of enhancing the punishment provided therein enacted Act 36 of 1954 and increased the imprisonment to seven years. This amendment made by legislature of Mansoul received the sconto President Act 36 of 1954 prevailed in State of Mansoul subject to “further legislation with respect to the same matter”, that might be enacted by Parliament. Subsequently, there was such further legislation by the Parliament of Dharmanagar in 1958 and imprisonment of four year was provided for person found adulterating food items. Examine the validity of the State amendment after the subsequent amendment by Parliament with the help of relevant provisions and decided case laws.
Q. 7a/2019. Assume that the Parliament of the Republic of India enacted Land Acquisition, Rehabilitation and Resettlement Act, 2013 to regulate indiscriminate acquisition of land from agriculturalists. The power to make laws on land acquisition is vested with both the State as well as the Union according to the concurrent list in the VIII Schedule of the Constitution of India. Assume that V, a State in the Republic of India, enacted a law on acquisition of land in 2014 (V Land Acquisition Act Constitution [VLAA]) and reserved it for the consideration of the President and received her assent.
Decide the validity of VLAA. What would be the status of VLAA if the Parliament enacted a law in 2015 that conflicts with VLAA?
TOPIC 6 : ORDINANCE MAKING POWER ARTICLE 123, 213
Q. 5b/2022. The Governor of a State promulgated an Ordinance in the Monson Session of 2060. He re-promulgated the same Ordinance in the next Winter Session of 2060 and in the. Budget Session and Monsoon Session of 2061. Has the Governor committed fraud on the constitution? Discuss the constitutional validity of the Ordinance with the help of case laws.
Q. 4b/2019. What are the essential conditions for the Promulgation of an Ordinance by the President and Governor under Article 123 and 213 of the Constitution of India respectively?
TOPIC 7 : NATURE OF INDIAN FEDERALISM
Q. 1/2022. “The States have an independent constitutional existence and they have as important a role to play in the political, social, educational and cultural life of the people as the Union. They are neither satellites nor agents of the Centre. The fact that during emergency and in certain other eventualities their powers are overridden or invaded by the Centre is not destructive of the essential federal nature of our Constitution.”
In the light of the above statement discuss the federal structure of the Indian Constitution with the help of decided case laws.
Q. 7b/2019. Indian Federal Model is an asymmetrical model that cannot be equated with the experiences of the classic federal nations. Comment.
Q. 5/2018. The power of the Union to legislate in respect of property situated in the States even if the States are regarded qua the Union as sovereign, remains unrestricted, and the State property is not immune from its operation. Discuss.
LB- 302 : CODE OF CIVIL PROCEDURE
TOPIC 1 : INJUNCTION ORDER 39 RULE 1-5
Q. 1b/2022. Your client is seeking to obtain temporary injunction in a title suit instituted by her, as the defendant has threatened to dispossess her. What all conditions need to be satisfied before an injunction, as aforesaid, can be granted by the court? Discuss with the help of case law, after briefly elucidating upon the legal provisions from the CPC, as applicable.
Q4/2020. A institutes a suit against B for permanent injunction restraining B from demolishing the boundary wall in front of adjoining houses of A and B. Court restrained B vide interim order in the said suit. While B was travelling outstation, her husband C demolishes the said wall in violation of interim injunction. What is the liability of C in acting in the violation of the said order? Discuss the relevant provisions of law and also support your answer with case laws.
Q 4b/2019. Identify the tests to be applied for granting temporary injunction to preserve status quo under the relevant provision of CPC. Discuss with the help of case laws.
Q. 6a/2018. Under what circumstances will the court grant temporary injunctions. Explain the relevant provision with case laws.
TOPIC 2 : RES JUDICATA SECTION 11
Q.1a/2022. Perumal, a civil servant is dismissed from the service. He filed a writ petition in the High Court challenging his dismissal on the ground, that the disciplinary action taken against him is mala fide. The said writ petition was dismissed. Later on, he filed a suit in the Civil Court where he challenges his dismissal on a new ground viz., that he was dismissed, in contravention of Article 311 of the Constitution, by an authority subordinate to that by which he was appointed. Is this suit maintainable or barred by res judicata? Answer with the help of relevant provisions of the Code of Civil Procedure, 1908 (‘CPC’) and case law.
Q.1/2019. What is meant by Res Judicata? What is the public policy behind this principle? Whether the provisions contained in the CPC are exhaustive? Whether the principle of Res Judicata applies to execution proceedings? When does a judgement operate as Res Judicata between co-defendants? Answer the different aspects under separate sub-headings with the help of case laws.
Q.3a/2018. A’ filed a suit against ‘B’ claiming title over ancestral property and delivery of the same in the Court of Civil Judge Senior Division in Patiala House Court. Subsequently ‘B’ filed a suit against ‘A’ to establish his claim over the same property. Will B succeed? Explain with case law and relevant provision of CPC.
TOPIC 3 : AMENDMENT OF PLEADINGS ORDER 6 RULE 17
Q. 2b/2022. M/s Highway Driveway Co., a partnership firm, filed a suit “through Mansfield”, a partner of that firm, based on a promissory note for recovery of a certain sum of money. This suit was instituted on 12 January 2022. On 14 March 2022 the defendant filed the written statement asserting that the suit was incompetent for want of
registration of the said firm and was struck by the provisions of Section 69 of the Indian Partnership Act, 1932. On 21 March 2022 the plaintiff files an application seeking to amend the plaint, for inserting the fact, that the said firm was actually dissolved on 5 January 2022, and this material fact which was inadvertently omitted earlier needs to be incorporated in the plaint now. Decide this application in light of the CPC provisions and case law applicable. Will the commencement of trial before filing of the said amendment application have any bearing on your decision? Give reasons.
Q 3/2020. X and Y are partners in an unregistered partnership firm ABC & Co. The firm has to recover a sum of Rs. 1,00,000 from Z. X files a recovery suit in the name of the firm. Z raises a preliminary objection that the suit is not maintainable as the partners are not impleaded as plaintiffs in the suit. Thereafter X and Y move an amendment applications to add their names as plaintiffs. What if the amendment application preferred after the commencement of trial? Discuss with the help of statutory provisions and case law.
Q. 2a/2019. A filed a suit for the recovery of rent against B, on the ground that B was his tenant and has not paid rent for the past 2 year. In the written statement filed, B admitted that he was tenant of A, but he pleaded that he had paid the rent without a receipt having been issued. During the trial B filed an application seeking permission to amend the written statement and instead pleaded that he was not a tenant of A. Decide and give reasons.
Q. 2a/2018. Mr. Ghasita Ram carried out his business in the name of Ghasita Ram & Son’s. He sued Mr. X in the firm name. Mr. X raised an objection saying the firm is not registered so cannot sue. Ghasita Ram now wants to amend the plaint and sue in his own name. Will the Court allow him? If yes, at what stage of the suit. Explain with case laws.
Q. 4b/2017. There is well-settled Rule that all amendments should be permitted as may be necessary for the purpose of determining the real question in controversy, unless by permitting the amendment injustice may result. Comment.
TOPIC 4 : SUMMARY PROCEDURE ORDER 37
Q. 3a/2022. The plaintiff filed a summary suit, under Order 37 CPC, on the basis of a cheque of Rs. 2 Lakh drawn by the defendant in favour of the plaintiff and which, on presentation to the Bank, was dishonoured. The defendant while applying for the leave to defend, admitted execution of the cheque but pleaded that it was only given as collateral security for the price of the services which the said plaintiff supplied to the said defendant. Decide, whether the defendant should be granted leave to defend, and if so, on what terms, after discussing the pertinent legal provisions and case law.
Q. 4a/2019. What are the principles laid down by the Supreme Court in M/s. Mechalec Engineers & Manufacturers v. M/s. Basic Equipment Corporation, AIR 1977 SC 577, while dealing with the application for leave to defend in a suit filed by the plaintiff under Order XXXVII of the Code of Civil Procedure, 1908?
Q. 5a/2018. Mr. A filed a suit against Mr. B. As the cheque drawn by Mr. B in favour of Mr. A was dishonored. It is pertinent to mention that the suit was filed in the year 1995 and the suit was summary suit. Mr. B claims that he should be given an unconditional leave to defend as there is a “triable issue”. Will Mr. B get an unconditional leave to defend? Explain the summary procedure in detail.
TOPIC 5 : APPEARANCE OF PARTIES & CONSEQUENCES OF NON APPEARANCE ORDER 9
Q. 2/2020. The election of A was challenged before an election tribunal. A appeared alongwith his counsel initially but subsequently he as well as his counsel failed to appear on three consecutive dates. The tribunal conducts the proceedings ex parte and adduces the evidence of petitioner and three of his witnesses. A appears before the tribunal and seeks permission to participate in the proceedings and to set the clock back. Decide with the provision of statutory law and case law.
Q. 3b/2018. What are the consequences of non-appearance of a plaintiff, Defendant or both the parties when the suit is called for hearing. What are the remedies available to the parties in case of dismissing; will it make any difference if the defendant does not appear on the first date and appears on subsequent dates?
TOPIC 6 : ADVERSE POSSESSION
Q. 6/2020. Mohan has taken possession of immovable property of Sohan in the year 2005. Till 2019 Mohan was enjoying possession of immovable property peacefully and uninterrupted with clear knowledge of denial of title to Sohan. In 2020 Sohan field a suit for recovery of immovable property. Decide in the light of maxim “limitation bars the remedy, but not the right”. Discuss and also mention the development in law in this area, if any, has taken place?
TOPIC 7 : ACKNOWLEDGEMENT UNDER LIMITATION
Q. 5/2020. A has taken loan of Rs. 50,000 from B on 01/04/2016. On 01/04/2017. A paid to a B sum of Rs. 10,000 in cash against due receipt. On 24/03/2020, A wrote a letter to B wherein he stated that he owed sum of Rs. 40,000 to through courier service. On the very next day, Government of India imposed complete lockdown due to Covid 19. B received the letter on 15/06/2020 and filed a suit on 20/6/2020 contended that the suit is barred by limitation. Decide with relevant provision and case law.
Q. 7b/2019. Describe what is an acknowledgement under the Limitation Act. What is the effect of acknowledgement on limitation? Discuss with illustrations.
TOPIC 8: REFERENCE, REVIEW AND REVISION
Q. 7b/2022. Gopinath could not prefer his appeal against an original decree within the prescribed period as per the Limitation Act, 1963, as first his mother met with a road accident, and later on he himself fell seriously ill. This led to a delay of fifteen days beyond the prescribed period in filing of the appeal by Gopinath. He seeks condonation of delay from the appellate court. The respondent contends that there is no equity about limitation, and so this appeal ought to be dismissed. Decide on the maintainability of the said appeal in light of the relevant provisions of the Limitation Act, 1963 as interpreted in the judicial decisions.
Q. 2b/2019. Distinguish between Revision, Review and Reference. Can there be a second review?
LB- 303: COMPANY LAW
TOPIC 1: DOCTRINE OF ULTRA VIRES
Q. 2/2022. Public Ltd. Company is engaged in manufacturing stainless steel products. The Company also has a 160 MW captive power plant within its premises. Board of Directors proposes to sell power plant to another steel Company and thereby intend to raise money for funding the installation of a new furnace. A shareholder of the company challenged the decision on the-ground that it was ultra-vires the company. Would he succeed? Would your answer differ if the company makes investment in new furnace after passing the special resolution?
Q. 1/2020. Mr. Liddle, the director of Sound Syndicate Ltd., a public company, approached Easy finance ltd., a non-banking finance company for a money loan of Rs. 25,00,000. The Lender agreed and provided the above of Association said loan. Later on, Sound Syndicate Ltd. refused to pay the money borrowed on the pretext that under the Memorandum of Association of company it had no power to borrow and the lender should have enquired about the same before providing such loan hence company not liable to pay such loan.
Analyse the above situation in term of the provision of the Companies Act, 2013 and examine whether the contention of Sound Syndicate Ltd. is correct or not?
Q. 2/2019.
(a). The directors of a company were authorised “to make payment towards any charitable and benevolent object or for any general public, general, or useful object.” The main object of the company was to construct housing estate. In accordance with a shareholder’s resolution, the directors paid 20 lakhs to Family Planning Association of India. Shareholders of that company file a suit against the company for an injunction against the proposed donation on the ground that the donation will be ultra vires. Decide.
(b) Do you agree with the modern thinking that ultra vires doctrine is an unnecessary restraint on the freedom of operation of companies and has many times caused hardships to third parties?
Q. 2/2018. The object clause of the Memorandum of Association of a Company ‘B’, allows it to carry chemical business and any other that is allied to it. The Articles of Association empowers the company to include new business by passing special resolution. The company invested in construction of roads and railway lines and the same was subsequently ratified by it. A shareholder of the company challenged the aforesaid investment on the ground that it was ultra vires the company.
Would be succeed?
Do you find relevance of Doctrine of ultra vires in the contemporary times. Give comments.
TOPIC 2: CORPORATE VEIL/ SEPARATE LEGAL ENTITY
Q. 1/2022. “Once the company is legally incorporated, it must be treated like any other independent person with rights and liabilities appropriate to itself”. Critically analyse the concept of a separate legal entity of the company. With the help of case laws, discuss with reasons the tax evasion cases where the courts allow the, lifting of the Corporate Veil.
Q. 2/2020. The Sterling Agro Industries Ltd. had purchased, some years back, shares of AGROCHEM Ltd. by investing a sum of Rs. 20.50.000. They were getting annual dividends in respect of these shares and the amount so received was shown in the profit and loss account of the company year after year. It was taken into account for the purpose of calculating the bonus payable to the workmen of the company. After sometime, the company transferred its shares – of AGROCHEM Ltd. to Star Holdings Ltd., a subsidiary company wholly owned by The Sterling Agro Industries Ltd.. Star Holdings Ltd. had no other capital except the shares of AGROCHEM Ltd., transferred to it by The Sterling Agro Industries Ltd. It had no other business or source of income whatsoever except receiving the dividend on the shares of AGROCHEM Ltd.
The dividend income from the shares of AGROCHEM Ltd. was not transferred to Sterling Agro Industries Ltd. and therefore, it did not find place in the profit and loss account of the company with the result that the available surplus for the purposes of payment of bonus to the workmen of the company were reduced. The workmen of the Sterling Agro Industries ltd. raised an industrial dispute claiming that they were entitled to be paid bonus. According to them, the transfer of the shares of AGROCHEM ltd. to Star Holdings ltd. was no more than a device to avoid payment of higher bonus to the workmen.
Decide with the help of relevant case laws. Substantiate your answer with legal provisions and principles.
Q. 1/2019. “Adherence to the Salomon Principle will not be doggedly followed where this would cause an unjust result. There are situations where the court will lift the veil of incorporation in order to examine the ‘realities’ which will lay behind.” Critically examine the validity of the above statement and discuss the circumstances in which the courts have lifted the corporate veil.
Q. 1/2018. A company carries on the business of manufacturing inter alia, Diesel Truck and Accessories thereof in State B. It sells its products to dealers doing business in various States of India. The Sales Tax Officer, held that since the sale has taken place within State B and were intra-State sales, hence liable to be taxed under the State B Sales Tax Act. The order of by filing at Writ Petition under Article 32 that if the veil of the corporation is lifted it is the shareholders who are moving the court as their fundamental right under Article 19 are infringed. The Sales Tax Officer, on the other hand, argued that petition is not maintainable as it is filed by the company and the provisions of Article 19 do not apply to it. Decide. State the circumstances under which the Court may lift the corporate veil.
Q. 1a/2017. ‘A’ incorporated a company of which he was the Managing Director. In that capacity he appointed himself as a pilot of the company, he died in a flying accident. His widow claims compensation. Will she succeed? Decide in the light of principle laid down in the Salomon vs Salomon case.
TOPIC 3: BOARD OF DIRECTORS
Q. 3a/2022. “Men who assume complete control of a company’s business must remember that they are not at liberty to sacrifice the interest which they are bound to protect and while ostensibly acting for the company, direct in their own favour business which should properly belong to the company they represent.” Comment.
Q. 3/2020. The Merchandise (Leonards) Ltd. (“Merchandise”), was anxiou the Ra with a view to expand its business and therefore formed a subsid company called Rox Merchandise Ltd. (“Rox”). It was also decided the directors of Merchandise would also be the directors of The Rox. registered capital was of 5 Lakhs Rupees with face value of 100 Rupees per share. The capital of the Rox was subscribed wit the taking 2 thousand shares and the 5 Directors, each taking 5 shares. For the remaining 500 shares, it was requested to Mr. Misty (Independent director of the Company) and Mr. Harish (Legal adviser of the company) to take 250 shares each, which was agreed by them. Later, the Directors (including Mr. Mistry and Mr. Harish) made a substantial profit amounting to 15 Lakhs Rupees by the sale of the shares. The Merchandise filed a suit to recover the 15 Lakhs Rupees from the Directors as well as Mr. Mistry and Mr. Harish. In the circumstances stated above, decide the suit filed by the Merchandise supported by relevant case laws with respect to the 5 Directors as well as Mr. Mistry (as an Independent director) and Mr. Harish (as Legal adviser of the company) and substantiate your reasons against each of them on their fiduciary relation with the company.
Q. 4/2019.
(a) Traditionally, the duties of directors were non-statutory. But now the Companies Act, 2013 has codified the duties of directors. Comment and explain, with the help of new provisions on the duties of directors.
(b) Define the Criminal Liabilities of Director in Companies Act, 2013.
Q. 4/2017. “A” director of a company stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in any transaction with it or on its behalf. Discuss the above observation and fiduciary obligations of directors with special reference to Regal (Hastings) ltd. vs Gulliver.
TOPIC 4: PREVENTION OF OPPRESSION & MANAGEMENT
Q. 5/2022. Discuss the rule laid down in the case of Foss v. Harbottle (1843) and its various exceptions with relevant case laws and legal provisions. State whether removal of chairman from the company amount to oppression. Answer with the help of relevant case law.
Q. 4/2020. Three companies Quera Ltd., Fiqara Ltd. and Zeika Ltd., decided to form a new company XylaPvt. Ltd. which was involved in weaving and manufacturing handloom textiles. It was informally decided that the three entities will have equal shareholding in the newly formed XylaPvt. Ltd. Accordingly they held 33.33% share each. After two years, it was decided that XylaPvt. Ltd. would be converted into a public company for which new shares were issued to this change happened, it was noted that Quera Ltd. continued to hold 33% shares in Xyla Ltd., while Zeika Ltd. held 30% shares, and the shareholding of Fiqara Ltd. was only 16%. Aggrieved by this change, Fiqara Ltd. decided to move the court challenging the new shareholding pattern despite their previous agreement. In the light of the above situation. If you were to legally advise Fiqara Ltd. which provisions of company law would you invoke, and what legal remedy would you suggest? Substantiating your answer with legal provisions and principles.
Q. 5A/2019. A, B and C three groups formed a company. These 3 group hold equal shares therein with equal proportion. They agreed in writing to maintain this equilibrium. But no such provision was mak in Articles of the company related to issue of shares. After 2 year company issues new shares to few outsiders who C claims, are friend of A and B. C alleges that A and B have unfairly acquired grezia control in the company and filed a petition under section 241 of Companies Act, 2013. Decide whether a case of oppression has been made out in the above mentioned problem with the help of relevant case law.
Q. 5a/2018. A private company consisted of three group of shareholders, converted into public company and it was proposed to issue 20,000 more shares. The majority of the shareholders consisting of the two groups passed a resolution to offer these shares to outsiders which was accordingly done. The minority contended that the allotters were friends of majority and allotment had been made with the malafide intention to squeeze out the minority. Thus, the minority argued that it amounted to oppression. A petition was filed by minority for winding up. shareholders. Examine the contention of the minority having regard to decided cases and the provision of the Companies Act.
TOPIC 5: WINDING UP OF COMPANIES
Q. 6/2022. Evaluate the case of Aluminum Corporation of India Ltd. v. M/s. Lakshmi Rattan Cotton Mills Co. Ltd., (1970). Analyse the legal provisions and case laws on the criteria laid by courts to decide when it is “just and equitable” to wind up the company.
Q. 5/2020. The Kisran Jute Co. Ltd. hereinafter referred to as “Kisran Co.” carrying on business in manufacturing various jute twins, jute textiles etc. passed a resolution in May, 2015 allowing transaction in trade of jute derivatives mainly ‘futures’. Royal Jute Co. Ltd. purchased 500 shares of Kisran Co, thereby qualifying for membership of Kisran Co. The Royal Jute Co. Ltd also entered into futures in Jute derivatives with Kisran Co. on 1st July, 2019 the Government of India passed an Order prohibiting the trade of jute derivatives completely. The same day by a resolution in the presence of representatives of Royal Jute Co. Ltd., it was resolved to settle the account at the prevailing market rate. After due calculations, the Kisran Co. stated that 9 Lakhs Rupees stands to the credit of Royal Jute Co. Ltd., but 8,95,000 (Eight Lakhs Ninety Five Thousand) Rupees are debited as ‘loss adjusted’ and thus only 5 thousand Rupees stands to the credit of the Royal Jute Co. Ltd. Thus, dispute arose between them and ultimately the Royal Jute Co. Ltd. filed a petition and argued that since part of the business of Kisran Co., has been prohibited and the company is unable to pay off its debts, it is desirable that it he wound up on just and equitable” ground. Decide the above stated case with the help of relevant case laws and provisions under the Companies Act, 2013. 06/2019.
Q. 6/2019. In the year 2016, Win2luck was incorporated as a Private Limited Company in the State of Maharashtra with the sole purpose and object of carrying out an online “Lotto” business whereby players could win large sum of money based on the number they choose. It was a game of pure chance and luck. In 2018, India outlawed all games of pure chance. The majority of shareholders of Win2Luck wanted to continue business but the National Company Law Tribunal was approached by a few shareholders for compulsory winding up of the company. Examine; also discuss the grounds for compulsory winding up a company with reference to statutory provision and the case law.
Q. 6a/2018. A Public ltd. company was incorporated for the purpose of working an invention under a patent. As the company was unable to obtain the patent, a petition was filed by 2 shareholders for winding up the company. Would it be just and equitable to wind up the company?
Q. 6a/2017. ‘B’ company was formed to manufacture coffee from dates under a German patent. However, it could not get the German patent. A shareholder moved the court for the winding up. Can he succeed? Explain in detail the circumstances relating to compulsory winding up ny Tribunal.
TOPIC 6: ADJUDICATORY BODY (MADRAS B A vs UOI)
Q. 7a/2022. Discuss the facts and issues in Madras Bar Association v. Union of India & Anr. Writ Petition (C) No. 1072 of 2013.
Q. 6/2020. Tarabh is a country that passed a legislation that established Tribunals for settlement of disputes pertaining to corporate law matters. It was contended that the law is majority of the members of the Tribunal would be administrative officers and only one member out of five in the Appellate Tribunal would be a judicial officer. This apart, the Central nominate members for appointment of the members of the Tribunal. It was also contended that such Tribunalisation would hit the idea of separation of power which is the basic structure of the Tarab Constitution. If the laws of Tarabh are pari materia with that of the Indian Laws, what would be your opinion regarding the validity of the law? As a judge what would be the modifications, if any, that you would suggest for validating the tribunalisation?
Q. 8a/2019. Short note on Adjudicatory Body under Companies Act, 2013.
TOPIC 7: DOCTRINE OF INDOOR MANAGEMENT
Q. 8c/2022. Compare the Doctrine of Indoor Management and Doctrine of Constructive Notice.
Q. 7a/2018. The benefit of doctrine of indoor management is not available under certain circumstances. Comment. State whether the doctrine can be invoked in favour of a person who did not consult the memorandum and articles of the company.
LB-304: SPECIAL CONTRACTS
TOPIC 1: DOCTRINE OF CAVEAT EMPTOR SECTION 16 SOGA
Q. 6/2022. ‘X’ a buyer went to the market and purchased the following goods from the seller
(i) A pressure cooker which burst on being put on the gas stove
(ii) A shawl, written on it pashmina shawl, for, his friend but later on opening the
packing it turned out to be acrylic shawl.
(iii) A innerwear wear which on use produced strong allergy on the skin. Afterwards
it was discovered that it was heavily treated with chemicals unfit for use.
(iv) A mobile with’ battery backup, which later on was discovered that it was taken
away by seller from real owner.
In the above mentioned illustrations explain the rights of the buyer against the seller.
Explain the liability of the seller towards the buyer stating the grounds for such
liability under the Sales of Goods Act 1932.
Q. 6/2020. ‘A’ a buyer purchased the following goods from the seller.
(i) A hot water bottle which burst on being filled with boiling hot water and injured his wife.
(ii) Chocolates on eating of which his child fell seriously sick and incurred Rs. 50,000 towards medical expenses.
(iii) 5 litres of ghee which was warranted as pure equal to sample. But was adulterated with 20% of vanaspati oil.
(iv) A silk saree for his wife warranted as Mysore silk. But afterwards discovered that it was not Mysore silk.
(v) A laptop, which was later discovered to be not belonging to the seller and was taken away by the real owner.
Explain the rights of the buyer against the seller in the above mentioned illustrations. Explain the liability of the seller towards the buyer stating the grounds for such liability.
Q. 6/2019. X, a doctor by profession, bought a pair of innerwear from Y, a retail seller. At the time of purchase, X asked a particular brand for the innerwear. Y sold to X the same brand. After 2 days of wearing the innerwear X suffered dermatitis due to which he was unable to carry on his work for 2 months. X sued Y for damages. Discuss the liability of the seller referring to case law on it.
Q. 6a/2018. ‘Amiť contracts to sell to ‘Bhim’ a piece of silk. ‘Bhim’ thinks that it is Indian silk. Amit knows that Bhim thinks so, in addition Amit has knowledge that it is not Indian silk. Amit does not correct Bhim’s impression. Bhim afterwards discovers that it is not Indian silk. Can Bhim repudiate contract? Discuss the right and liability of Bhim and Amit under the ‘Sale of Goods Act, 1930’.
TOPIC 2: UNPAID SELLER (SECTION 54 SOGA)
Q. 8/2022. Amit sells to Bhushan a quantity of basmati rice lying in Amit’s store house. It is agreed that Bhushan shall get 3 months credit. Bhushan allows the rice to remain in Amit’s store house but becomes insolvent before the expiry of the 3 months and the official assignee demands delivery of the rice without payment of the price. Discuss the issue in the light of right of unpaid seller with the help of relevant provisions and case laws.
Q. 5/2020. ‘X’ a buyer agreed to buy 100 tonnes of sunflower oil from the seller on 15 March, 2018 at a price of Rs. 10,000. However he did not buy them as per the agreement. After waiting for three months, the seller has sold the 100 tonnes of sunflower oil to T at the market price of Rs. 8.500. The seller sued the buyer X for damages to a tune of Rs. 1500, which he claimed as a loss due to breach of contract by the buyer. Discuss the maintainability of the suit? Another buyer Y agreed to buy 200 bags of rice from the same eller on 15 March, 2018 at a price of Rs. 30,000 after inspecting the sample. The buyer promised to pay the price on 18 March and the seller has agreed to deliver the bags on 20 March. The buyer defaulted in his payment of price. What are the rights of the seller in the case of Y?
Q. 8a/2019. Short note on Rights of Unpaid Seller.
Q. 8b/2018. A railway company is in possession of goods as a carrier when an unpaid seller gives notice of stoppage in transit. The buy when the goods owes money to the railway company also. Can the railway company exercise the right of lien over the goods? Support answer with the relevant provisions under the Sale of Goods Act, 1930.
TOPIC 3: DISTINGUISH BETWEEN DISSOLUTION OF PARTNERSHIP FIRM & DISSOLUTION OF FIRM (DISSOLUTION BY COURT)
Q. 4/2022. Peter, Quint and Roger happen to be friends and agreed to enter into partnership to run spare motor part business for a period of 7 years. The business was successfully run for 3 years and it was subsequently found that next two years the business had run into huge losses. Quint and Roger agrees to dissolve the firm however Peter, insisted on the business being run for the complete tenure. Can Quint and Roger dissolve the firm? In the light of facts mentioned discuss the law on dissolution of partnership?
Q. 2/2020. P, Q and R entered into a partnership agreement for a period of 10 years which provided that it could be terminated by mutual agreement only. They carried on the business for four years. PAND Q WANTED their partnership be dissolved but R insisted for continuation.Can R do so? Advise P and Q as to whether they can approach the court for dissolution of firm and if so, on what grounds?
Q. 7a/2017. Discuss the distinction between dissolution of partnership and dissolution of firm. Also discuss circumstances under which firm can be dissolved by court under Indian Partnership Act, 1932.
TOPIC 4: STATUTORY PROVISION (SOGA)
Q. 7a/2022. Write short note on Statutory Transactions
Q. 5b/2018. In a transaction where the growers of coffee have delivered coffee in accordance with the statutory obligations as mentioned under section 25(2) of the Coffee Act, to the Coffee Board for the price paid in cash.
TOPIC 5: CONTRACT FOR WORKS/ LABOUR
Q. 4/2020. In every case of works contract, there is necessarily implied sale of the component parts which go to make the work. That would not necessarily convert the contract into one of sale of those materials. Court would have to find out what was the dominant nature of the transaction and intention of the parties. However the Constitution (46th Amendment) Act, 1982 has diluted the ‘dominant nature’ test, “intention of the parties’ test and ‘overwhelming component’ test. It has enabled the States to expand the meaning of the terms “Sale” and “Goods”. Discuss the above statements in the light of any four landmark judgments relating to works contract.
Q. 5A/2018. State, giving reasons, relevant provisions and case laws, the nature of the transaction in the following cases-
(a) ‘A’ promoter/developer enters into a development agreement with the owner of the land ‘B’, for construction of a multi. storeyed apartment complex. After development, 80% of developed space would belong to ‘A’. The agreement also included, an agreement between intended purchasers and ‘A’ and ‘B’, provided that on completion of the construction the apartments would be handed over to purchasers who will get an undivided interest in the land also.
TOPIC 6: RIGHTS & DUTIES OF PARTNERS SECTION 17
Q. 1/2020. A, B, C, D & E are partners in a firm. A was a sleeping partner. B retired on February 1st, 2015 and no notice was given. C died on February 1st, 2016. C’s sons C1 and C2 (Twins) who were 17 years old, were admitted to the benefits of partnership. On attaining majority on February 1st, 2017, C1 elected to become a partner in the firm. C2 elected not to become a partner. C1 and C2 gave public notice of their decision. A, C1. D & E continued the business after reconstitution from time to time. ‘T’ a creditor of the firm sued A, B, C1, C2, D & E for a debt owed by the firm for a transaction that took place in March 2016. Discuss the liability of the defendants. Whether the creditor can proceed against the personal property of the defendants if the assets of the firm are not sufficient to discharge his debt? Substantiate your answer with provisions of law.
Q. 1/2019. Bissesori, Sanayaima, and Senatombi started a business in partnership. The business was to dispose of the property of Mr. Gogoi. The property included a house, few cars, and shares in the company “Loktak Lake Tourism Ltd.” Sanayaima, while finalizing the contract with Gogoi, got additional information that the company is also selling some of its properties. Sanayaima învited Sanatombi to enter into transaction with the company without informing Bissesori The company was, before the contract with Sanayaima, selling it for 20 lakhs rupees but sold it to them for 25 lakh rupees. Bissesori came to know about the transaction and filed a suit for share in the property so bought. Discuss the liability of Sanayaima and Sanatombi for the business transaction entered into by them.
TOPIC 7: MINOR ADMITTED FOR THE BENEFITS OF PARTNERSHIP SECTION 30
Q. 2A/2019. Discuss in detail the judgement of Shivgouda Ravji Patil vs Chandrakant Neelkanth Sadalge.
Q. 3/2018. Arun, a minor admitted to the benefits of partnership attains majority subsequent to dissolution of the firm. Arun did not exercise the option of not becoming partner under section 30(5). Discuss the liability, if any, of Arun for the acts of partnership towards third party and will he adjudicated insolvent on the basis of acts of insolvency committed by the partners of the firm?
Q. 6a/2017. Discuss the rights and liabilities of minor admitted to partnership under Partnership Act, 1932. Also, discuss can a minor be a partner of a firm that does not exist.
TOPIC 8: NON REGISTRATION OF THE FIRM
Q. 3/2022. A, B and C are partners in an unregistered firm. A is not knee on registration of the firm therefore opposes the request of B and C for registration of the firm. Can B and C as partners institute suit against A for his concurrence for registration of the firm? Discuss the law in relation to non-registration of the partnership firm under the Indian Partnership Act, 1932.
Q. 4/2018. Explain the effect of non-registration partnership, what is the scope of words “other proceedings” in sub-section (3) of section 69. Support your answer with the latest case laws.
