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Corporate Law (BLAW 2001)

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Academic year: 2016/2017
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University of Petroleum and Energy Studies

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The following ten easy and important steps can be followed for drafting a document: I. Ascertain a proper title of the document, which aptly describes the nature of transaction in brief. ii. Ascertain the parties to the transaction/agreement or the persons executing the document representing the parties. The particulars of identity like father’s/husband’s name, residential/official address, age, date of incorporation in case of company etc. should also be mentioned. iii. Note down the transaction/agreement and the consideration involved. iv. State the mode and manner of payment of consideration. v. Note down the various terms and conditions of the agreement. These terms actually state the rights and liabilities of each party under the agreement. These terms should be drafted in very clear and precise language. The words used should be unambiguous so that only one meaning/interpretation is possible. It should be ensured that no condition is left out. vi. At the end, the document should bear signatures and stamp/seal where necessary of the executing parties. The date and place of execution should also be mentioned. vii. Some documents also require to be witnessed by some independent person who is not party to the document. viii. Where a document is required to be executed on stamp paper, then the stamp paper should be of prescribed value as applicable in the concerned state. ix. If a document is required to be registered, it should be presented for registration before the appropriate authority, within a reasonable time after execution. x. Necessary number of copies of the document should also be prepared on stamp paper of appropriate value, if so required.

  1. Points to be kept in mind while drafting agreements 3 ⁄4 Prepare an outline. 3⁄4 Establish a single principle of division and use that principle to divide the subject matter into major topics. 3⁄4 Arrange the items in a logic sequence. 3⁄4 Give appropriate headings.

3⁄4 Remember the audience in mind when drafting a document. 3⁄4 The text should be in clear writing. 3⁄4 Use concrete words and be concise. 3⁄4 Avoid gender-specific words as far as possible. 3⁄4 Write in short sentences. 3⁄4 Use proper punctuations. 3⁄4 Avoid drafting in the passive voice and use active voice as it is more direct and vigorous than the passive voice. 3⁄4 As far as possible put statements in a positive form and make definite assertions. 3⁄4 Avoid unnecessary, hesitating and non-committal language. 3⁄4 Express co-ordinate ideas in similar form. 3⁄4 Keep related words together as the position of words in a sentence is the principal means of showing their relationship. 3⁄4 In summaries, keep to one tense, especially the present tense. 3⁄4 The emphatic words of a sentence should be placed at the end

Instruments where stamp duty is not payable

  • Documents, executed on behalf of the Government;
  • Testamentary documents;
  • Documents, required to be made for judicial or non-judicial proceedings;
  • Any instrument for the sale, transfer or other disposition, either absolutely or by way of mortgage or otherwise, of any ship or vessel, or any part, interest, share or property of or in any ship or vessel registered under the Merchant Shipping Act, 1894, or under Act 19 of 1838, or the Indian Registration of Ships Act, 1841 (10 of 1841), as amended by subsequent Acts;
  • Any instrument executed, by, or, on behalf of, or, in favour of, the Developer, or Unit or in connection with the carrying out of purposes of the Special Economic Zone.
  • Securities dealt in depository are not liable to stamp duty and corporatization and demutualization schemes and related instruments are not liable to duty.

The articles of association constitute a contract between the company and its members, set out the voting rights of stockholders and the conduct of stockholders' and directors' meetings, and detail the powers of management of the company.

While Drafting a Partnership Deed, the following points should be taken care of:

  1. The form and contents of a Partnership Deed consists of the following components: i. Date ii. Names of Partners iii. Preamble iv. Recitals v. Attestation vi. Custody vii. Special Rules

  2. The clauses in the Partnership Deed contain the intentions of the partners of the firm.

  3. The “Partnership Deed”, amongst other things, covers/includes the following aspects:

  • Names of the partners of the firm and their addresses

  • Names of working partners with their rights and duties

  • Nature and scope of the duties, powers and rights of each partner

  • Restrictions on the rights and powers of the partners

  • Nature of firm’s business

  • Place of business

  • Commencement, Duration and Determination of Partnership Business

  • The amount of capital contributed by each partner and aspects relevant to it like the introduction of additional capital, drawings that can be made, etc.

  • Interest to be paid to partners on the capital contributed, loans advanced, or deposits made by the partners

  • Salary or commission payable to any partner, if any

  • Loans given by partners to the firm

  • Profit or loss sharing ratio of the partners

  • Mode, manner and ratio of distribution of profits

  • Consent of the Guardian if a minor is admitted to the benefits of the firm

  • Keeping Accounts and the manner of maintaining the books of accounts

  • Outgoings and expenses of Partnerships

  • Valuation of Goodwill

  • Retirement, Death, Bankruptcy, Expulsion of Partners

  • Dissolution of the Partnership Firm

  • Mode of settling disputes among the partners

  • Any other terms and conditions to run the business

  • Provision that in all other matters, not provided for by the deed, the provisions of the Indian Partnership Act, 1932 shall apply.

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1685787403097 - kjnkdnnWOL

Course: Corporate Law (BLAW 2001)

727 Documents
Students shared 727 documents in this course
Was this document helpful?
The following ten easy and important steps can be followed for drafting a document:
I. Ascertain a proper title of the document, which aptly describes the nature of transaction
in brief.
ii. Ascertain the parties to the transaction/agreement or the persons executing the document
representing the parties. The particulars of identity like father’s/husband’s name,
residential/official address, age, date of incorporation in case of company etc. should also
be mentioned.
iii. Note down the transaction/agreement and the consideration involved.
iv. State the mode and manner of payment of consideration.
v. Note down the various terms and conditions of the agreement. These terms actually state
the rights and liabilities of each party under the agreement. These terms should be drafted
in very clear and precise language. The words used should be unambiguous so that only
one meaning/interpretation is possible. It should be ensured that no condition is left out.
vi. At the end, the document should bear signatures and stamp/seal where necessary of the
executing parties. The date and place of execution should also be mentioned.
vii. Some documents also require to be witnessed by some independent person who is not
party to the document.
viii. Where a document is required to be executed on stamp paper, then the stamp paper
should be of prescribed value as applicable in the concerned state.
ix. If a document is required to be registered, it should be presented for registration before
the appropriate authority, within a reasonable time after execution.
x. Necessary number of copies of the document should also be prepared on stamp paper of
appropriate value, if so required.
1.5. Points to be kept in mind while drafting agreements
34 Prepare an outline.
3⁄4 Establish a single principle of division and use that principle to divide the subject matter
into major topics.
3⁄4 Arrange the items in a logic sequence.
3⁄4 Give appropriate headings.