The Institute of Cost and Management Accountants of Bangladesh

Assignment On
Corporate & Business Law
(LT125)

Submitted by

Name:

Registration No:

Session: July – December, 2022

Page 0 of 30
 Answer to the Question No-01 (a)

MOA: MOA is an abbreviation for Memorandum of Association, it is a document that specifies all the
fundamental data which is required to incorporate company.

AOA: AOA stands for Articles of Association. It is the document that defines the rules and regulation
which is required to govern the company.

While coming to the difference between the article of association and memorandum of association, the
following points matter the most.

MOA AOA
(a)Memorandum of Association describes the Article of Association defines its rules.
powers and objects of the company.
(b)The MOA is subordinate to the Companies
Articles of Association is subordinate to the
Act.
memorandum.
(c)The memorandum cannot be amended
Article of Association may be changed.
retrospectively
(d)The memorandum includes six clauses
An article may be drafted as per the company’s
need.
(e)Section 2(1)(n) of the company Act 1994.
Section 2(1)(a) of the company Act 1994.
(f)It is registered during the time of incorporation
Not mandatory to register.
(g)Alteration of memorandum is quite difficult
Article can be altered by passing a special
and in many cases approval of certain statutory
authority is required. resolution by the members.
(h)It is the main document of the company.
It is the subordinate document of the company.
(i)The objective and power of the company is
The articles are the means to attain the objectives
specified into the memorandum.
and power.
(j)It prescribes the relationship of the company
It prescribes the relationship of the members with
with outsiders.
the company.

Answer to the Question No-01(b)

One Person Company: One-person company is a new category of company introduced to encourage
startups and young entrepreneurs where in a single person can incorporate the entity. It also promotes
the concept of corporatization of the business. It should be noted that it is not the same as a sole
proprietorship firm, in a way that one-person company has separate legal existence with limited liability.

One Person Company (OPC) is a company incorporated by a single person. Before the enforcement of
the Companies Act, of 2013, a single person could not establish a company.

Section 2(62) of the Companies Act defines a one-person company as a company that has only one
person as to its member. Furthermore, members of a company are nothing but subscribers to its
memorandum of association, or its shareholders. So, an OPC is effectively a company that has only one
shareholder as its member.

Page 1 of 30
 Answer to the Question No-01(c)

Annual General Meeting: (1) Every company shall each year of the Gregorian calendar hold in
addition to any other meeting a general meeting as its annual general meeting and shall specify the
meeting as such in the notices calling it and not more than fifteen months shall elapse between the date
of one annual general meeting of a company and that of the next.

Provided that a company may hold its first annual general meeting within a period of not more than
eighteen months from the date of its incorporation and if such general meeting is held within that period,
it shall not be necessary for the company to hold any annual general meeting in the years of its
incorporation or in the following year.

Provided further that the register may, on an application made by a company within thirty days from
the date of expiry of the period specified for holding the annual general meeting as aforesaid, extend
the time within which any annual general meeting , not being the first annual general meeting shall be
held, by a period not exceeding ninety days or not exceeding the 31st December of the calendar year in
relation to which the annual general meeting is required to be held, whichever is earlier.

(2) If a company defaults in complying with the provisions of sub section (1), the court may, on the
application of any member of the company, call or direct the calling of a general meeting of the company
and give such ancillary or consequential direction as the court thinks expedient in relation to the calling
holding and conducting of the meeting.

Statutory Meeting: (1) Every company limited by shares and every company limited by guarantee and
having a share capital shall within a period of not less than one month and not more than sis months
from the date at which the company is entitled to commence business, hold a general meeting of the
members of the company, in this act such meeting is referred to as “the statuary meeting”

(2) If default is made in complying with the provisions of this section, every director or other officer of
the company who is in default shall be punishable with fine which may extend to five thousand taka.

(3) Nothing in this section shall apply to a private company.

Extraordinary General Meeting: (1)Not withstanding anything contained in the articles, the directors
of a company which has a share capital, shall on the requisition of the holders of not less than one tenth
on the issued share capital of the company upon which all calls or other sums then due have been paid,
forth with proceed to call an extraordinary general meeting of the company, and in the case of a
company not having a share capital the directors there of shall call such meeting on the requisition of
such members as have on the date of submitting the requisition, not less than one tenth of the total
voting power in relation to the issues on which the meeting is called.

(2) The requisition must state the objects of the meeting and must be signed by the requisitioned and
deposited at the registered office of the company, and may consist of several documents in like from,
each signed by one or more requisitioned.

(3) Any Meeting Called under this section by the requisiteness shall be called in the same manner, as
nearly as possible, as that in which meetings are to be called by directors.

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 Answer to the Question No-02(a)

Appointment of Auditors:
(1) Every company shall, at each annual general meeting appoint an auditors or auditors to hold office
from the conclusion of that meeting until the next annual general meeting and shall within seven days
of the appointment, give intimation thereof to every auditor so appointed.
(2) Every auditor appointed shall within thirty days of the receipts from the company of the intimation
of this appointment, inform the register in writing that he has accepted, or refused to accept, the
appointment.
(3) At any annual general meeting a retiring auditor, by what’s ever authority appointed, shall be
reappointed, unless.
(a) He is not qualified reappointed
(b) He has given the company notice in writing of this unwillingness to be reappointed
(c) A resolution has been passed at that meeting appointing somebody else instead of him or
providing expressly that he shall not be reappointed.
(4) If an appointment of an auditor is not made at an annual general meeting, the Government may
appoint a person to fill the vacancy.
(5) The first auditors of a company shall be appointed by the board of directors within one month of the
date of registration of the company, and the auditors so appointed shall hold office until the conclusion
of the first annual general meeting.

Removal of Auditors:

The members of the company may remove an auditor from office at any time during his or her term of
office or decide not to reappointed him or her for a further term. They must give the company 28 days’
notice of their intention to put a resolution to remove the auditor or to appoint somebody else to a
general meeting. A copy of the notice of the intended resolution must be sent to the auditors, who then
has the right to make a written response and require that it be sent to the company shareholders.

If an auditor cases for any reason to hold office, he or she must deposit a statement at the company
registered office. The statement should set out any circumstance connected with his ceasing to hold
office that he or she considers should be brought to the attention of the members and creditors of the
company.

If there are any such circumstance the company must sent a copy of the statement to all the shareholders
unless a successful application is made to the court to stop this.

Answer to the Question No-2(b)

The Books of Accounts must be maintained.

The directors shall cause to be kept proper books of account with respect to,
❖ All sums of money received and expended by the company and the matters inrespect of which the
receipts and expenditure take place,
❖ All sales and purchases of goods by the company,
❖ The assets and liabilities of the company,
❖ Cost accounts, where applicable.
❖ Cash Book, Journal, Cash flow statement, and Ledgers

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❖ Copies of bills or receipts, Records of sales and purchases, and Records of assets and liabilities
❖ Financial Statements Such as Profit and Loss Accounts, Balance sheet, and Trading Accounts.
❖ Deeds, vouchers, and Other Documents in Physical or electronic format

The books of account shall be kept at the registered office of the company or at such other place as the
directors shall think fit and shall be open to inspection by the directors during business hours.

The directors shall from time to time determine whether and to what extent and at what
times and places and under what conditions or regulations the accounts and books of the
company or any of them shall be open to the inspection of members not being directors, and
no member (not being a director) shall have any right of inspecting any account or book or
document of the company except as conferred by law or authorized by the directors or by the
company in general meeting.

The directors shall, as required by Sections 183 and 184 of the Companies Act 1994,
cause to be prepared and to be laid before the company in general meeting such profit and
loss accounts, (income and expenditure accounts) balance-sheets, and reports as are referred to
inthose sections.

The profit and loss account shall (in addition to the matters referred to in sub-section (2) of
Section185of the Companies Act, 1994} show,arranged under the most convenient heads,
the amount of gross income, (diminished in the case of a banking company by the amount
of any provision made to the satisfaction of the auditors for bad and doubtful debts}
distinguishingthe severalsources from which it has been derived, and the amount of
gross expenditure distinguishing the expenses of the establishment,salaries and other
like matters. Every item expenditure fairly chargeable against the year's income shall be
brought into account so that a just balance of profit and loss may be laid before the meeting
and, in cases where any item of expenditure which may in fairness be distributed over
several years has been incurred in any one year, the whole amount of such item shall be stated,
with the addition of the reasons why only a portion of such expenditure is charged against
the income of the year.

A balance-sheet shall be made out in every year and laid before the company in genera l meeting
made up to a date not more than six months before such meeting. The balance-sheet shall be
accompanied by a report of the directors as to the company's affairs, and the amount which
they recommend to be paid by way of dividend, and the amount (if any) which they propose
to carry to a reserve fund.
A copy of the balance-sheet and report shall, fourteen days. previously to the meeting, be sent to
the persons entitled to receive notice of general meetings in the manner in which notices are to
be given hereunder.
The directors shall in all respects comply with the provision of. Sections 181to 191of the
Companies Act 1994, or any statutory modification thereof for the time being in force.

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 Answer to the Question No-03(a)

The Financial Reporting Act 2015 (known as FRA 2015) is an act created by the Bangladesh National
Assembly. The act was passed on September 6, 2015, to follow the accountability and transparency of
the financial reporting procedures in the country.

Audits are useful because they provide validation to financial stakeholders that a company's written
policies and procedures are being carried out as intended. Positive audit results provide proof that a
company is operating soundly.

A competent professional accountant in business is an invaluable asset to the company. These

individuals employ an inquiring mind to their work founded on the basis of their knowledge of the
company’s financials. Using their skills and intimate understanding of the company and the
environment in which it operates, professional accountants in business ask challenging questions. Their
training in accounting enables them to adopt a pragmatic and objective approach to solving issues. This
is a valuable asset to management, particularly in small and medium enterprises where the professional
accountants are often the only professionally qualified members of staff.

Accountancy professionals in business assist with corporate strategy, provide advice and help
businesses to reduce costs, improve their top line and mitigate risks. As board directors, professional
accountants in business represent the interest of the owners of the company (i.e., shareholders in a public
company). Their roles ordinarily include: governing the organization (such as, approving annual
budgets and accounting to the stakeholders for the company’s performance); appointing the chief
executive; and determining management’s compensation. As chief financial officers, professional
accountants have oversight over all matters relating to the company’s financial health. This includes
creating and driving the strategic direction of the business to analyzing, creating and communicating
financial information. As internal auditors, professional accountants provide independent assurance to
management that the organization’s risk management, governance and internal control processes are
operating effectively. They also offer advice on areas for enhancements. In the public sector,
professional accountants in government shape fiscal policies that had far-reaching impacts on the lives
of many. Accountants in academia are tasked with the important role of imparting the knowledge, skills
and ethical underpinnings of the profession to the next generation.

Answer to the Question No-03(b)

Structure of Financial Reporting Council:

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Responsibilities of Financial Reporting Council:
The FRC’s mission is to promote transparency and integrity in business. The FRC sets the UK Corporate
Governance and Stewardship Codes and UK standards for accounting and actuarial work; monitors and
acts to promote the quality of corporate reporting; and operates independent enforcement arrangements
for accountants and actuaries. As the Competent Authority for audit in the UK the FRC sets auditing
and ethical standards and monitors and enforces audit quality.
The FRC does not accept any liability to any party for any loss, damage or costs howsoever arising,
whether directly or indirectly, whether in contract, tort or otherwise from any action or decision taken
(or not taken) as a result of any person relying on or otherwise using this document or arising from any
omission from it.

➢ Public oversight of statutory auditors under the Statutory Audit and Third Country Auditor
Regulations 2017 (SATCAR 2017).
➢ The determination and manner of application of technical, ethical and other standards.
➢ The application of the above standards.

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 ➢ Setting criteria for determining the eligibility of persons for appointment as statutory auditors
(eligibility criteria and approved persons.
➢ Application of eligibility criteria, registration of approved persons, keeping the register and
making it available for inspection
➢ Ensuring approved persons take part in appropriate programmed of continuing education.
➢ Monitoring of statutory auditors and audit work by means of inspections.
➢ Investigations of statutory auditors and audit work; and imposing and enforcing sanctions.
➢ Recognition in the capacity of Delegate of the Secretary of State of the Recognized Supervisory
and Qualifying Bodies.
➢ Registration of persons approved to audit non-EU registered companies that have issued
securities admitted to trading on EU regulated markets (Third Country Entities and Third
Country Auditor) and keeping of the Third Country Audit Register.
➢
➢ Calls for notification or information from Third Country Auditors, issuing Compliance Orders
and removal from the Third Country Audit Register.
➢ Performance, monitoring and enforcement of third country audit functions.
➢ Oversight of the regulation by recognized supervisory bodies of auditors of local public bodies.
➢ Making regulations on major local bodies transparency reports.
➢ Making Regulations on the keeping of the Register of Local Public Auditors.
➢ Giving statutory guidance to recognized supervisory bodies on approval of Key Audit Partners.
➢ Monitoring the quality of major local audits2.
➢ Determination of sanctions pursuant to failures found during such inspections.
➢ Independent supervision of Auditors General and disciplinary arrangements.
➢ Monitoring of audits of entities incorporated in Jersey, Guernsey or the Isle of Man whose
securities are traded on a regulated market in the European Economic Area (Crown Dependency
Inspections).
➢ Determination of sanctions pursuant to failures found during Crown Dependency Inspections.
➢ Issuing accounting standards.
➢ Addressing unsatisfactory or conflicting interpretations of accounting standards.
➢ Ensuring that the provision of financial information, including directors’ reports, by public and
large private companies complies with Companies Act requirements.
➢ Monitoring compliance with accounting requirements of listing rules by issuers of listed
securities.
➢ Providing an independent investigation and discipline scheme for matters relating to
accountancy firms or members of the accountancy professional bodies which raise or appear to
raise important issues affecting the public interest.
➢ Independent oversight of the regulation of the accountancy profession by the professional
accountancy bodies.
➢ Setting actuarial standards.
➢ Monitoring and maintaining the UK Corporate Governance Code and its associated guidance.
➢
Answer to the Question No-03(c)

Offence and Punishment:

When any person obtains registration as an auditor violating any condition mentioned in this act rules,
regulations, guidelines, standards nor directives made there under, or through dishonest means or
providing false information or infringes any provision of this act, then it shall be an offence and for the
said offence he shall be penalized with an imprisonment of not exceeding 05 years or a fine of not
exceeding 05 lakh taka or both.
Appeal Against Decision of the FRC:
(1) Subject to the order provisions of this act, any party, if aggrieved against any decision given by the
council, within 30 days of the information about such decision, make may an appeal to the Appellate
Authority and other matters in relation there to may be submitted to the Appellate Authority.
(2) In case of an appeal made under sub section (1), the decision of the Appellate Authority shall be
final.

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Appellate Authority:
(1) For hearing appeal under this act, the Government may, by a notification in the official Gazette,
From an Appellate Authority and it shall be called as the Accounting and Auditing Appellate Authority.
(2) The Appellate Authority mentioned in sub section (1) shall be formed as under namely: -
(a)A person having experience of executive functions for at last 20 years including Bachelor degree in
the subject of economics, business administration, accounting, finance and banking, management, or
commerce or financial management or a retired Secretary, who shall also be its chairman;
(b) A legal expert having practical experience of at least 15 years on legal profession or legal practice
including bachelor degree;
(c) A person having practical experience of at least 15 years including bachelor degree in the subject of
economics, business administration, accounting, law, finance and banking, management, commerce or
financial management or professional accounting degree.
(3) The appellate authority shall determine its working procedure.
(4) The Appellate Authority may maintain or revise, change or dismiss any order of the council or may
give any interim order staying the effectiveness of the decision.
(5) The decision shall be taken on the basis of opinion of the majority member of the Appellate
Authority.
(6) In case of any decision given against the appellate pursuant to the provision of this act, the appellate
authority may give a decision of bearing all the expense relating to the appeal by the appellant.
(7) All the burden of expense of the Appellate Authority shall be defrayed through the procedure and
from the fund of the Council as may be prescribed by rules.

Answer to the Question No-04(a)

So, who can appoint a CEO? It’s worth noting straight away that the responsibility of hiring a CEO
almost always falls in the hands of the Board of Directors. More specifically, the Chairman of the board
often takes control of overseeing the process and ensuring the right hire is made in the best interests of
the business at hand.
But this doesn’t mean the chairman should be the only responsible party for the CEO selection process.
Generally, the recruitment process is taken on by the board as a whole, though the specifics vary from
board to board.
The qualification of CEO of bank:
Three years of board-level experience and a three-year term for CEOs are restrictive. The Centre’s move
to throw open the top job in five big public sector banks (Bank of Baroda, Bank of India, Punjab
National Bank, Canara Bank and IDBI Bank) is a major step forward in unshackling them from
Government control.
Qualifications do CEOs need:
Most CEOs have formal training and work experience along with exceptional leadership,
communication, and problem-solving skills. They also hold bachelor’s degrees in fields related to
business, including business administration, management, or public administration.
How do you become a world CEO:
But your academic mission would be far from over: you would have to follow up a bachelor’s degree
with an MBA, carefully choosing the electives that will prepare you for healthcare. Bachelor’s degrees
in accounting, business, economics, finance, and management are common qualifications of CEOs
A bank PO become CEO:
In order to become a CEO in the bank in public sector you need to give an IBPS PO exam and need to
become a manager and then by attempting the internal promotion exams and some additional
educational qualifications you can become a CEO of the Bank
Skills do you need to be a CEO:
Here are the most important skills CEOs should develop:
01. Clear communication. CEOs must communicate with their employees using concise, easy-to-
understand language.

Page 8 of 30
02. Collaboration.
03. Open-mindedness.
04. Approachability.
05. Transparency.
06. Growth mindset.
07. Ethics.
08. Decisiveness.

Remuneration structure a concern CEO:

Cash/Base Salaries:
CEOs often receive base salaries well over $1 million. In other words, the CEO is rewarded
substantially when the company does well. However, the CEO is also rewarded when the company
performs poorly. On their own, large base salaries offer little incentive for executives to work harder
and make smart decisions.
KEY TAKEAWAYS

• Pay for performance is a compensation strategy to align executive compensation with the
company's success.
• Base salaries for CEOs are often high but offer little incentive for hard work or skillful
management.
• Bonuses that are linked to company performance will encourage CEOs to work harder and
make better decisions for stockholders.
• Stock options can cause CEOs to focus on short-term performance or to manipulate numbers
to meet targets.
• Executives act more like owners when they have a stake in the business in the form of stock
ownership.
Bonuses:
Beware of bonuses. In many cases, an annual bonus is nothing more than a base salary in disguise. A
CEO with a $1 million salary may also receive a $700,000 bonus. If any of that bonus, say $500,000,
does not vary with performance, then the CEO's salary is really $1.5 million.
Stock Options:
Companies trumpet stock options as one way to link executives' financial interests
with shareholders' interests. However, options are also have flawed as a form of compensation. In fact,
with options, risk can be badly skewed. When shares go up in value, executives can make a fortune
from options. But when share prices fall, investors lose out while executives are no worse off. Indeed,
some companies let executives swap old option shares for new, lower-priced shares when the
company's shares fall in value. That hardly reinforces the link between CEOs and shareholders.
Stock Ownership:
Academic studies find that common stock ownership is the most important performance
driver.12 CEOs can truly have their interests tied with shareholders when they own shares, not options.
Ideally, that involves giving executives bonuses on the condition they use the money to buy shares.
Let's face it, top executives act more like owners when they have a stake in the business.
Finding the Numbers:
You can find information on a company's compensation program in its regulatory filings. Form
DEF 14A, filed with the Securities and Exchange Commission (SEC), provides summary tables of
compensation for a company's CEO and other of its highest-paid executives.
Annual bonuses that do not vary with the company's performance are merely additional base salary
for CEOs.

Page 9 of 30
 Answer to the Question No-4(b)

Provision for Reserve Fund:

(1) Every banking company incorporated in Bangladesh shall create a reserve fund and if the
amount in such fund together with the amount in the share premium account is not less than its
paid-up capital or the amount of the premium settled from time to time in this behalf for any banking
company by the Bangladesh Bank , shall, out of the profit as disclosed in the profit and loss account
prepared under section 38 and before any money is transferred to the Government or declared as
profit, transfer to the reserve fund a sum equivalent to not less than twenty per cent of that profit.
(2) Where a banking company appropriates any money from the reserve fund or the share
premium account for any purpose, it shall, within twenty-one days from the d ate of such
appropriation, report the fact to the Bangladesh Bank:
Provided that the Bangladesh Bank may extend the period for such report or condone any
delay in the making of such report.
Minimum Capital Requirement:
Provide Bangladesh Bank a reserve fund of 100 Crore BDT as security deposit money. At all times
maintain a minimum capital of 100 Crore BDT. However, Bangladesh Bank may depend on the
particular licensee and require the financial institution to maintain a higher sum of money as capital.

Each scheduled bank in Bangladesh is at least 10% of the total RWA from July 2011 onwards or the
amount determined by BB from time to time. Moreover, banks have to maintain at least 50% of the
required capital as Tier 1 capital.

Answer to the Question No-05(a)

Provision of Minimum Capital:

(1) The Bangladesh Bank shall prescribe the minimum capital of every financial institution.

(2) No financial institution shall be granted a license under this act, if the amount of its issued capital
and paid up capital is less than the minimum capital prescribes by the Bangladesh Bank and existing
licenses, if any, shall be cancelled.

Restrictions for credit Facilities:

(1) No financial institution shall-

(a) accept any such deposit as is repayable on demand through cheque, draft or order of the depositor;

(b) deal in gold or any foreign coins;

(c) grant credit facilities in excess 30 percent or, subject to the consent of the Bangladesh Bank, of 100
percent of its capital to any particular person, firm, corporation, or company or any such company,
person or group as control or exerts influence on such person, firm, corporation or company;

(d) grant credits in excess of 50 percent of its credit facilities or in excess of such percentage of its credit
facilities as the Bangladesh Bank may determine from time to time;

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(e) grant any unsecured advance, credit or credit facilities to any firm in which any of its directors,
individually or jointly, is interest directors unless the total amount of such facilities does not exceed 10
percent of its paid-up capital and reserves;

(f) grant, in the manner mentioned in clause (e), advance, credit or credit facilities in excess of taka
500000 to any person or group of people other than those stated in the said clause.

(2) No financial institution shall grant any advance or credit allowing its own shares as securities or
grant credits or advance to any other institution for the purpose of buying and selling its own shares.

Answer to the Question No-5(b)

The qualification of CEO:

Three years of board-level experience and a three-year term for CEOs are restrictive. The Centre’s move
to throw open the top job in five big public sector banks (Bank of Baroda, Bank of India, Punjab
National Bank, Canara Bank and IDBI Bank) is a major step forward in unshackling them from
Government control.
Qualifications do CEOs need:
Most CEOs have formal training and work experience along with exceptional leadership,
communication, and problem-solving skills. They also hold bachelor’s degrees in fields related to
business, including business administration, management, or public administration.
How do you become a world CEO?
But your academic mission would be far from over: you would have to follow up a bachelor’s degree
with an MBA, carefully choosing the electives that will prepare you for healthcare. Bachelor’s degrees
in accounting, business, economics, finance, and management are common qualifications of CEOs
A bank PO become CEO:
In order to become a CEO in the bank in public sector you need to give an IBPS PO exam and need to
become a manager and then by attempting the internal promotion exams and some additional
educational qualifications you can become a CEO of the Bank
Skills do you need to be a CEO:
Here are the most important skills CEOs should develop:
01. Clear communication. CEOs must communicate with their employees using concise, easy-to-
understand language.
02. Collaboration.
03. Open-mindedness.
04. Approachability.
05. Transparency.
06. Ethics.
07. Decisiveness.
08. Growth mindset.

Remuneration structure a concern CEO:

Cash/Base Salaries:
CEOs often receive base salaries well over $1 million. In other words, the CEO is rewarded
substantially when the company does well. However, the CEO is also rewarded when the company
performs poorly. On their own, large base salaries offer little incentive for executives to work harder
and make smart decisions.
KEY TAKEAWAYS

• Pay for performance is a compensation strategy to align executive compensation with the
company's success.

Page 11 of 30
 • Base salaries for CEOs are often high but offer little incentive for hard work or skillful
management.
• Bonuses that are linked to company performance will encourage CEOs to work harder and
make better decisions for stockholders.
• Stock options can cause CEOs to focus on short-term performance or to manipulate numbers
to meet targets.
• Executives act more like owners when they have a stake in the business in the form of stock
ownership.

Bonuses:

Beware of bonuses. In many cases, an annual bonus is nothing more than a base salary in disguise. A
CEO with a $1 million salary may also receive a $700,000 bonus. If any of that bonus, say $500,000,
does not vary with performance, then the CEO's salary is really $1.5 million.

Stock Options:
Companies trumpet stock options as one way to link executives' financial interests
with shareholders' interests. However, options are also have flawed as a form of compensation. In fact,
with options, risk can be badly skewed. When shares go up in value, executives can make a fortune
from options. But when share prices fall, investors lose out while executives are no worse off. Indeed,
some companies let executives swap old option shares for new, lower-priced shares when the
company's shares fall in value. That hardly reinforces the link between CEOs and shareholders.
Stock Ownership:
Academic studies find that common stock ownership is the most important performance
driver.12 CEOs can truly have their interests tied with shareholders when they own shares, not options.
Ideally, that involves giving executives bonuses on the condition they use the money to buy shares.
Let's face it, top executives act more like owners when they have a stake in the business.
Finding the Numbers:
You can find information on a company's compensation program in its regulatory filings. Form
DEF 14A, filed with the Securities and Exchange Commission (SEC), provides summary tables of
compensation for a company's CEO and other of its highest-paid executives.
Annual bonuses that do not vary with the company's performance are merely additional base salary
for CEOs.

Answer to the Question No-06

Structure of reports
Reports are a common academic genre at university. Although the exact nature will vary according to
the discipline you are studying, the general structure is broadly similar for all disciplines. The typical
structure of a report, as shown on this page, is often referred to as IMRAD, which is short
for Introduction, Method, Results And Discussion. As reports often begin with an abstract, the structure
may also be referred to as AIMRAD.

Preliminaries
There are several parts which go at the beginning of the report, before the main content. These are
the title page, abstract and contents page.
Title page
Your report should have a title page. Information which could be included on this page
are:
• the title of the report

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• the name(s) of the author(s)
• your student number(s)
• name of the lecturer the report is for
• date of submission
Abstract
Many longer reports will contain an abstract. This is like a summary of the whole report, and should
contain details on the key areas, in other words the purpose, the methodology, the main findings and
the conclusions. An abstract is not usually needed for shorter reports such as science lab reports.
Contents page
Many reports will contain a contents page. This should list all the headings and sub-headings in the
report, together with the page numbers. Most word processing software can build a table of contents
automatically.
Introduction
The first section of your report will be the introduction. This will often contain several
sub sections, as outlined below.
Background
There should be some background information on the topic area. This could be in the form of a literature
review. It is likely that this section will contain material from other sources, in which case
appropriate citations will be needed. You will also need to summaries or paraphrase any information
which comes from your text books or other sources.
Theory
Many reports, especially science reports, will contain essential theory, such as equations which will be
used later. You may need to give definitions of key terms and classify information. As with the
background section, correct in-text citations will be needed for any information which comes from your
text books or other sources.
Aims
This part of the report explains why you are writing the report. The tense you use will depend on whether
the subject of the sentence is the report (which still exists) or the experiment (which has finished). See
the language for reports section for more information.

Method
Also called Methodology or Procedure, this section outlines how you gathered
information, where from and how much. For example, if you used a survey:
• how was the survey carried out?

• how did you decide on the target group?

• how many people were surveyed?

• were they surveyed by interview or questionnaire?

If it is a science lab report, you will need to answer these questions:

• what apparatus was used?

• how did you conduct the experiment?

• how many times did you repeat the procedure?

• what precautions did you take to increase accuracy?

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Results
This section, also called Findings, gives the data that has been collected (for example from
the survey or experiment). This section will often present data in tables and charts. This
section is primarily concerned with description. In other words, it does not analyse or draw
conclusions.
Discussion
The Discussion section, also called Analysis, is the main body of the report, where you
develop your ideas. It draws together the background information or theory from
the Introduction with the data from the Findings section. Sub-sections (with sub-
headings) may be needed to ensure the readers can find information quickly. Although
the sub-headings help to clarify, you should still use well-constructed paragraphs, with
clear topic sentences. This section will often include graphs or other visual material, as
this will help the readers to understand the main points. This section should fulfil
the aims in the introduction, and should contain sufficient information to justify
the conclusions and recommendations which come later in the report.

Conclusion
The conclusions come from the analysis in the Discussion section and should be clear and
concise. The conclusions should relate directly to the aims of the report, and state whether
these have been fulfilled. At this stage in the report, no new information should be
included.
Recommendations
The report should conclude with recommendations. These should be specific. As with the
conclusion, the recommendations should derive from the main body of the report and
again, no new information should be included.

Reference section
Any sources cited in the text should be included in full in the reference section. For more
information, see the reference section page of the writing section.
Appendices
Appendices are used to provide any detailed information which your readers may need
for reference, but which do not contain key information and which you therefore do not
want to include in the body of the report. Examples are a questionnaire used in a survey
or a letter of consent for interview participants. Appendices must be relevant and should
be numbered so they can be referred to in the main body. They should be labelled
Appendix 1, Appendix 2, etc. ('appendices' is the plural form of 'appendix').

Here is an example of an Actuarial Report: -

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Page 15 of 30
 Answer to the Question No-07(a)

Differences Between Void Agreement and Voidable Contract

Basis of Comparison Void agreement Voidable contract

Definition and Section Section 2(g) of the Indian According to Section 2(i) of the
Contract Act, 1872 defines void Indian Contract Act 1872, “An
agreement as: “An agreement agreement which is enforceable
not enforceable by law is said to by law at the option of one or
be void.” more of the parties thereto, but
not at the option of the other or
others, is a voidable contract.”

Nature A void agreement is void-ab- The contract will remain in

initio, i.e., void from the very effect until the party whose
beginning. consent is not free revokes it.

Claim for Damages In the case of void ‘agreement’, The injured person has the right
there is no remedy available in to take legal action to recover
law. damages.

Right of Third Party A third party does not obtain A third party that buys goods in
any rights under a void good faith and for consideration
agreement. before the contract is rejected
gets rights under a voidable
contract.

Validity A void agreement can never A voidable contract becomes a

become a valid contract by valid contract upon the lapse of
consent of the parties, or upon a reasonable time, or upon
the lapse of a reasonable time. affirmation, ratification, waiver
of the right, or acquiescence of
the consent of the party whose
consent was not free.

(a)Void Agreement:

“An agreement not enforceable by law is said to be void agreement.”

Example
1.Agreement by a Minor, a person of unsound mind, or by a person disqualified from contracting by
law (Section 11)
2. Agreement of which the consideration or the object is not lawful (Sections 23 and 24)

(b) Voidable Contract:

“An agreement which is enforceable by law at the option of one or more of the parties thereto, but not
at the option of the other or others, is a voidable contract.”
Example:
1.Absence of free consent (Section 19 and 19-A)
2.Prevention of Performance by the other party (Section 53)

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(c)Enforceable contract:
An enforceable contract is a written or oral agreement that can be imposed in a court of law.
Example:
1. General enforcing techniques
2. XACML framework

Answer to the Question No-07(b)

Section 31 of the Contract Act defines the contingent contract as follows: A contingent contract is
a contract to do or not to do something if some event, collateral to such contract, does or does not
happen. Illustration: A contract to pay B Rs. 60,000 if B’s house is burnt. This is a contingent contract.
A contingent contract is a conditional contract in nature. When the performance of a contract becomes
due only after the happening or nonhappening of some uncertain event, such a contract is known as a
contingent contract.

Essentials of a contingent contract

• There must be a valid contract: The first requirement is that there must be a valid contract
between the parties. It must fulfill all the essential requirements of a valid contract.
• The performance of such a contract must depend on the happening or nonhappening of some
future event.
• The event must be uncertain: The event upon which the performance of the contract depends
must be uncertain.
• The event must be collateral i.e., incidental contract: The event upon which the performance
depends should not form part of reciprocal promises which constitute a contract. The event
should be independent or ancillary to the contract.
• The Contingent event must not be at the mere will and pleasure of the promisor: For
instance, if A promises to pay B Rs. 20,000 if he so chooses, it is not a contingent contract [In
fact, it is not a contract at all].
• Enforcement of Contingent Contracts
Rule # 1 – Contracts Contingent on the happening of an Event
• A contingent contract might be based on the happening of an uncertain future event. In such cases,
the promisor is liable to do or not do something if the event happens. However, the contract cannot
be enforced by law unless the event takes place. If the happening of the event becomes impossible,
then the contingent contract is void
Rule # 2 – Contracts Contingent on an Event not happening
• A contingent contract might be based on the non-happening of an uncertain future event. In such
cases, the promisor is liable to do or not do something if the event does not happen. However, the
contract cannot be enforced by law unless happening of the event becomes impossible. If the event
takes place, then the contingent contract is void.
Rule # 3 – Contracts contingent on the conduct of a living person who does something to make
the event or conduct as impossible of happening
• if a contract is a contingent upon how a person will act at a future time, then the event is considered
impossible when the person does anything which makes it impossible for the event to happen.
Rule # 4 – Contracts Contingent on an Event happening within a Specific Time
• There can be a contingent contract wherein a party promises to do or not do something if a future
uncertain event happens within a fixed time. Such a contract is void if the event does not happen
and the time lapses. It is also void if before the time fixed, the happening of the event becomes
impossible.

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 Rule # 5 – Contracts Contingent on an Event not happening within a Specific Time
• Contingent contracts might be based on the non-happening of an uncertain future event within a
fixed time. In such cases, the promisor is liable to do or not do something if the event does not
happen within the said time. The contract can be enforced by law if the fixed time has expired and
the event has not happened before the expiry of the time. Also, if it becomes certain that the event
will not happen before the time has expired, then it can be enforced by law.
Rule # 6 – Contracts Contingent on an Impossible Event
If a contingent contract is based on the happening or non-happening of an impossible event, then such a
contract is void. This is regardless of the fact if the parties to the contract are aware of the impossibility or
not.

Answer to the Question No-08(a)

(1) Difference between a promissory Note and a Bill of Exchange.

Basic Bill of Exchange Promissory Notes
Meaning A bill of exchange is a written A promissory note is a written
order drafted by the drawer on promise made by the drawer to pay
drawee to pay a specific sum a definite amount to the payee on a
within a mentioned time period specified date.
without any condition.
Drawn by Creditor Debtor
Parties Involved Drawer, drawee and payee Drawer and payee
Order/promise Order to pay Promise to pay
Drawn in sets Yes No
Need for acceptance Yes No
Stamp duty requirement Yes No
Payable to bearer Yes No
Defined under Section 5 of Negotiable Section 4 of Negotiable Instrument
Instrument Act, 1881 Act, 1881
Liability on drawer Secondary and conditional Primary and absolute
Printed form Not necessary Compulsory
Protest in case of Yes No
dishonor

(2) Difference between a bill of Exchange and a cheque

A Bill of Exchange
Cheque
It is a document that is using to make secure It is a written document that is showing the
payments on the demand. obligation of the borrower to the creditor
In cheques, the stamp is not essential in the bill of exchange, the stamp is a must.

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 A cheque is payable to the holder on demand a bill of exchange is not payable to the holder
on demand.
The cheques can be crossing the bill of exchange cannot be crossing.
No grace days are allowing in case of cheques there are three days of grace days, allowing in
case of a bill of exchange.
There is no need for acceptance in case of there is a need for approval in case of a bill of
cheque exchange.
A cheque is not essential to get approval a bill of exchange is essential to get support.

(3) Difference between Cheque and Promissory Notes

Cheque Promissory Notes
It is a document that is using to make secure A promissory note is a written promise made
payments on the demand. by the drawer to pay a definite amount to the
payee on a specified date.
In cheques, the stamp is not essential Drawn by debtor
A cheque is payable to the holder on demand Parties Involved Drawer and payee
The cheques can be crossing Compulsory Printed form
No grace days are allowing in case of cheques Promise to pay
There is no need for acceptance in case of No need for acceptance
cheque
A cheque is not essential to get approval Liability on drawer Primary and absolute

Answer to the Question No-08(b)

Negotiable Instruments:
Section 13 of Negotiable Instruments Act says- negotiable instrument means a promissory note, cheque
(payable either to bearer or order) or bill of exchange. A negotiable instrument may be made payable
to two or more payees jointly, or it may be made payable in the alternative to one or two, or one or some
of several payees.
The Liability of parties is as follows:
1. Liability of Drawer (Section 30)
Drawer means a person who signs a cheque or a bill of exchange ordering his or her bank to pay the amount
to the payee.
In case of dishonor of cheque or bill of exchange by the drawee or the acceptor, the drawer of such cheque
or bill of exchange needs to compensate the holder such amount. But, the drawer needs to receive due
notice of dishonor’s, the nature of the drawer’s liability on drawing a bill is:
(i) On due presentation: - It should be accepted and paid accordingly.
(ii) In the case of dishonor: - Drawer needs to compensate the holder such amount, only when he receives
a notice of dishonor by the drawee.

2. Liability of the Drawee of Cheque (Section 31)

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 The person who draws a cheque i.e. drawer having sufficient funds of the drawer in his hands properly
applicable to the payment of such cheque must pay the cheque when duly required to do so and, or in
default of such payment, he shall compensate the drawer for any loss or damage caused by such default.
The drawee of a cheque will always be a banker. As a cheque is a bill of exchange, drawn on a specified
banker by the drawer, the banker is bound to pay the cheque of the drawer, i.e., the customer. For the
following conditions are need to be satisfied:
(i) Sufficient amount of funds to the credit of customer’s account should be there with the banker.
(ii) Such funds are required to be properly applied against the payment of such cheque, e.g., the funds are
not under any kind of lien etc.
(iii) The cheque is duly required to be paid, during banking hours and on or after the date on which it is
made payable.
If the banker unjustifiably refuses to honor the cheque of its customer, it shall be liable for damages.

3. Liability of Acceptor of Bill and Maker of Note (Section 32)

As per section 32 of negotiable instrument act, in the absence of a contract to the contrary, the maker of
a promissory note and the acceptor before the maturity of a bill of exchange are under the liability to pay
the amount thereof at maturity. They need to pay the amount according to the apparent tenor of the note or
acceptance respectively. The acceptor of a bill of exchange at or after maturity is liable to pay the amount
thereof to the holder on demand.
The liability of the acceptor of a bill or the maker of a note is absolute and unconditional but is subject to a
contract to the contrary and may be excluded or modified by a collateral agreement.

4. Liability of Endorser (Section 35)

An endorser is the one who endorses and delivers a negotiable instrument before maturity. Every endorser
has a liability to the parties that are subsequent to him. Also, he is bound thereby to every subsequent holder
in case of dishonor of the instrument by the drawee, acceptor or maker, to compensate such holder of any
loss or damage caused to him by such dishonor. However, he is to compensate only after the fulfilment of
the following conditions:
(i) There is no contract to the contrary
(ii) The Endorser has not expressly excluded, limited or made conditional his own liability
(iii)And, such endorser shall receive due notice of dishonor.

5. Liability of Prior Parties (Section 36)

Until the instrument is duly satisfied, every prior party to a negotiable instrument has a liability towards
the holder in due course. The prior parties include the maker or drawer, the acceptor and all the intervening
endorsers. Also, there liability to a holder in due course is joint and several. In the case of dishonor,
the holder in due course may declare any or all prior parties liable for the amount.
6. Liability Inter-see Every liable party has a different footing or stand with respect to the nature of
liability of each one of them.

7. Liability of Acceptor when Endorsement is Forged (Section 41)

An acceptor of a bill of exchange who had already endorsed the bill is not relieved from liability even if
such endorsement is forged. This is so even if he knew or had reason to believe that the endorsement was
forged when he accepted the bill.

8. Acceptor’s Liability when Bill is drawn in a Fictitious Name

An acceptor of a bill of exchange who draws a bill in a fictitious name, payable to the drawer’s order will
be liable to pay any holder in due course. He or she will not be relieved from such liability by reason that
such name is fictitious.

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Difference between dishonor and discharge of Negotiable Instruments
Dishonor Discharge
Dishonor means not honoring the obligation. Discharge means to release from the obligation.
(a) Non-acceptance (b) Non-payment By cancellation of the name of a party to the
instruments
When the acceptance of the bill is not done By allowing drawee more than 48 hours to accept
within 48 hours from the time of presentment for
acceptance by the drawee.
When drawee is a fictitious person and cannot be By delay in presenting a cheque for payment
traced (Section 61)
When drawee accepts with qualified acceptance. By non-presentment for acceptance of a bill of

exchange
When a bill is accepted then it has to be presented By payment in due course of a cheque (payable
on the date of its maturity.
to order)
When the acceptor fails to pay when it is due, the By non-presentment for acceptance of a bill of
bill is dishonored by non-payment.
exchange

Answer to the Question No-09(a)

Partnership Business:
A partnership is a kind of business where a formal agreement between two or more people is made who
agree to be the co-owners, distribute responsibilities for running an organization and share the income
or losses that the business generates.

Partnership – Documents Required

Business Partnership agreement:
This is a vital document for a partnership. A business partnership agreement sets out what is expected
from each of the partners, how key decisions are made, and how profits (and liabilities) are divided.
Legal documents for partnership business should cover who the partners are, their rights and
responsibilities, who owns what, and what will happen if and when partners decide to leave the
partnership or new ones join.

Why business Partnership agreement?

1. Partnership agreement clearly Partners and percentage of ownership.
2. Some partnerships are general partnerships, with partners sharing responsibilities and liabilities.
Other agreements are limited partnerships, with one or more partners acting as an investor with
limited or no activity in the business and little or no liability.
3. An effective partnership agreement describes how the business can be dissolved or a
partnership transferred.
4. Partnership agreements can lay out who owns assets, such as the business name, customer list
or recipes, if the business is dissolved

Dissolution of Partnership Deed:

Partnerships fail or are dissolved for a variety of reasons. A Dissolution of Partnership Deed helps to
properly wind up the partnership and divide any assets or liabilities.

Why dissolution of Partnership Deed?

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 1. A dissolution of partnership agreement contains the terms under which the partnership will
terminate.
2. A written dissolution of partnership agreement allows partners to address any debts that might
survive the partnership, agree on the distribution of remaining assets and address any other
remaining issues.
3. The agreement can also later serve as evidence that a partner agreed to retire a particular
partnership obligation as well as award a partner the right to claim a particular asset, including
the right to continue to do business under the auspices of the former partnership.
4. A clearly worded dissolution agreement can help avoid misunderstandings. However, if
misunderstandings occur, partners may enforce their rights through litigation, filing suit in the
proper court within the state where the partnership was created.
Confidentiality Agreement:
When running your business partnership, you may need to share commercially sensitive information. It
is important that you preserve the confidentiality with a legally binding agreement, especially when
intellectual property is at stake. A Confidentiality Agreement, also known as a Non-disclosure
Agreement (NDA), allows you to enter into business relationships without having the risk of
information being misused or going to third parties without your consent.
Why Confidentiality Agreement?
1. NDA is safeguard for any kind of information that is not widely known.
2. Under a nondisclosure agreement, the recipients of the information are required to keep that
information private.
3. It also makes it illegal for them to pass that information on in any way that would result in the
information no longer being a trade secret.
Letter of Intent:
Before you enter into a formally binding contract, a Letter of Intent (Memorandum of Understanding)
can help to set out the key terms of a potential agreement. A Letter of Intent (Memorandum of
Understanding) typically includes details of the proposed agreement, pre-conditions, key obligations,
the next steps, and the intended signing date. It can be used as a roadmap for further negotiations and
to obtain a final agreement more easily. This document is not legally binding, but it can contain certain
legally binding clauses such as confidentiality.

Why Letter of Intent?

1. An LOI may also contain provisions governing confidentiality, due diligence rights and
reimbursement of one party’s expenses by the other.
2. it identifies “deal breakers” early in the process. Forcing the parties to confirm agreement on
important terms early on, even in a nonbinding document, sometimes reveals that no agreement
is in fact possible – that a certain right or obligation that one party demands is unacceptable to
the other.
3. An LOI creates a clear path to closing. A well-drafted LOI will identify each definitive
agreement that will be signed at closing and assign drafting responsibility for it.

Employment Contract
As your business expands, you will need to hire people. An Employment Contract sets out the
obligations and expectations of both the partnership and the employee right from the
beginning. Employment contract has big importance for healthy work flow in company. An
Employment Contract should cover key areas such as probation period, pay, benefits, hours, annual
leave, and termination. It will help to minimize disputes and ensure a happy working environment.
Note: Employment Contract is important for both legal documents for business or partnership business.

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Why Employment Contract?

1. Most employment contracts set a definite term of employment. This guarantees employees a
job as long as they do not violate the terms of the contract, and allows employers to dismiss an
employee at the end of the term in jurisdictions that restrict the ability of employers to fire
employees.
2. A good employment contract will specify exactly what offenses can result in termination of the
employee.
3. The duties of both the employer and the employee should be clearly spelled out in the
employment contract
4. A good employment contract will specify dispute resolution procedures that minimize the time
and expense of a courtroom battle that neither party can afford.

Sale of Goods Agreement or Supply of Services Agreement

A legal agreement for the sale of goods or supply of services helps to make your customers aware of
their rights and obligations from the moment you start doing business with them.
If you are selling goods, you will need a Sale of Goods Agreement. It typically covers the description
of what is to be bought, the price, delivery and returns, and how the contract can be terminated.
Use a Supply of Services Agreement if your partnership provides services to another business or
individual. This agreement describes scope and nature of the services provided as well as the service
levels, the fees to be paid, the timescale, and how to change or terminate the agreement.

Website Terms of Use:

If you have a website you should have a Website Terms of Use. This governs the use of your website
by others and can help to fulfil some of your legal obligations. As a part of business or partnership
formation documents you need this if you have your official business website.

Why Website Terms of Use?

1. It governs the relationship between end-users and the subject website operator in connection
with the website and its various offerings.
2. Website Terms and Conditions are essential in, among other things, establishing the ownership
rights of the website operator in and to the applicable content and offerings featured on the
website, limiting the liability of the website operator in connection with the website and its
content/offerings, establishing payment terms (if any) and setting forth the terms for dispute
resolution.
3. Terms and Conditions address many of the other contingencies that can arise pursuant to the
underlying commercial relationship.
Website Privacy Policy:
If your website handles personal data, you should also have a Website Privacy Policy that can make
your business compliant with data privacy laws or best practice. As a part of partnership in business
better to have Privacy policy in your website.

Why Website Privacy policy?

1. It provides any special information or functions that your website has. If your website has
special conditions for collecting information from children (under 16 etc.), you should state
them clearly in this section.
2. Visitors have a right to know what information you are collecting. It may be obvious that you
are collecting personal details by asking them to complete a form, but you should make it clear.

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 3. This details the methods you use to collect the information. Is it all automated? Do the forms
visitors fill in collect other information, such as the original referrer? All of these questions will
help you build a detailed description of how you collect information.
4. It’s important to be as transparent as possible, and allow users to contact you if they have a
query. You should feature both an email address (or online form), as well as a real-world
address where a user can write to.

There are several legal documents that you might need as a business partnership. With Zegal, you can
get access to all the documents you need. Creating documents is fast, easy, and affordable.

Answer to the Question No-09(b)

Any partnership firm can be dissolved by issuing a notice agreement to all the partners of the firm.
If all the partners agree on dissolution, then the partnership firm can be dissolved. This type of
dissolution is the most common and is called voluntary dissolution.

If the partner has breached the agreements that are related to the management of business affairs. The
dissolution of a partnership also can be done when a partner indulges in any other illegal or unethical
business activities.

The methods under which a Partnership Firm can be dissolved are as follows:
At the very outset, it may be clarified that dissolution of a firm is not the same as dissolution of
partnership. Dissolution of partnership takes place where there is change in relations of partners due to
retirement, expulsion etc., of partners. In dissolution of partnership, the business of the firm does not
come to an end and it continues as before.
On the other hand, the dissolution of partnership between all the partners of a firm is called ‘dissolution
of the firm’. That is, in case of dissolution of the firm, partnership between all the partners comes to an
end. The assets of the firm are realized and the business is closed down. Thus, dissolution of firm also
means dissolution of partnership, whereas the opposite may not be necessary.
Methods of Dissolution of Firm:
Broadly speaking, a partnership firm may be dissolved by any of the following two methods:
(a) Dissolution without the order or intervention of the court; and
(b) Dissolution with the order or intervention of the court.
(a) Dissolution without the order of the court:
Dissolution without the order or intervention of the court takes place in the following cases : (i)
Dissolution by agreement of all the partners, (ii) Compulsory dissolution when all the partners or all the
partners but one are declared insolvent; or, when the business of the firm, by the happening of an event,
becomes unlawful, (iii) Dissolution on the happening of certain contingencies — i.e., on the expiry of
the term fixed ; on the completion of the adventure undertaking ; on the death of a partner ; on the
declaration of insolvency of a partner, (iv) Dissolution by notice of partnership at will.

(b) Dissolution with the order or the court:

Dissolution with the order or intervention of the court takes place in the following ways (i) Insanity of
a partner. When a partner has become of unsound mind, any partner or next friend of the partner may
petition to the Court for the dissolution of the firm and the Court may issue an order for the dissolution
of the firm, (ii) Permanent incapacity.
When a partner, other than the partner incapable, makes a petition, on the ground of a partner being
incapable of performing his duties, the Court may order the dissolution of the firm, (iii) Misconduct.

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When a partner, other than the partner suing, is guilty of misconduct which is likely to affect
prejudicially (moral turpitude, misapplication of money, etc., are example of misconduct) the carrying
on the business, the Court may order the dissolution of the firm, (iv) Persistent breach of agreement, (v)
Transfer of interest to a third person or if his share has been charged, i.e., attached under the order of a
court or has been sold for the recovery of land revenue, (vi) If the business of the firm cannot be carried
on except at a loss, even if the firm was constituted for a fixed period and that period has not expired,
(vii) On any other
just and equitable ground.
What is meant by ‘just and equitable’ will be determined by the Court in each case. Dissolution has
been granted under this clause in cases such as, deadlock in the management, or partners are not on
speaking terms, etc.

And other Ways partnership firm can be dissolved: -

➢ Dissolution by agreement ·
➢ Compulsory dissolution ·
➢ Dissolution on the happening of certain contingencies ·
➢ Dissolution by notice of partnership at will.

Answer to the Question No-10(a)

i. Factory: -A factory, manufacturing plant, or a production plant is an industrial site, often a
complex consisting of several buildings filled with machinery, where workers manufacture
items or operate machines that process each item into another.
ii. Workers: - One that works especially at manual or industrial labor or with a particular
material. often used in combination, with a member of the working class, any of the sexually
underdeveloped and usually sterile members of a colony of social ants, bees, wasps, or termites
that perform most of the labor and protective duties of the colony.
iii. Adult: - An adult is a mature, fully developed person. Adult has reached the age when they
are legally responsible for their actions. Becoming a father signified that he was now an adult.
Children under 14 must be accompanied by an adult.
iv. Prime Mover: The actual meaning of prime mover is a primary source of power. It means
all the machinery that provides power for performing different mechanical work.
v. Manufacturing process: - The term manufacturing refers to the processing of raw materials or
parts into finished goods through the use of tools, human labor, machinery, and chemical
processing.
vi. Adolescent: - transitional phase of growth and development between childhood and adulthood.
The World Health Organization (WHO) defines an adolescent as any person between ages 10
and 19. This age range falls within WHO's definition of young people, which refers to
individuals between ages 10 and 24.
vii. Child: - A young person especially between infancy and puberty plays for both children and
adults. b: a person not yet of the age of majority (see majority sense 2a) Under the law she is
still a child. c: a childlike or childish person He is a child in most business matters.
viii. Young Person: - young person means a person who has attained the age of fourteen years but
is under the age of eighteen years.
ix. Wages and Salary: Wages and salaries are the remunerations paid or payable to employees
for work performed on behalf of an employer or services provided. Normally, an employer is
not permitted to withhold the wages or any part thereof, except as permitted or required by law.
x. Collective Bargaining Agent: -The term collective bargaining refers to the negotiation
of employment terms between an employer and a group of workers. Employees are normally
represented by a labor union during collective bargaining. The terms negotiated during

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 collective bargaining can include working conditions, salaries and compensation, working
hours, and benefits.

Answer to the Question No-10(b)

What Types of Accidents or Injuries Qualify for Compensation Claims?

Whether you can make claims for compensation when you’re injured depends on a number of key
factors, chief among them are where your injury occurred and what sort of harm you’ve sustained.

There are substantial differences in how the law treats a personal injury – such as where you trip and
fall in a shopping Centre or in a train station – compared with injuries sustained at work or in a car
accident, which are governed by government-backed insurance schemes, or a claim against a
superannuation fund for total and permanent disability (TPD).
Below is a brief overview of the types of injuries which may allow you to make a compensation claim,
depending on how they were sustained. If you remain in doubt about this topic after reading this article,
contact specialist compensation law firm Lifestyle Injury Lawyers for an initial discussion about the
potential of your claim.

Work accidents:
If you are considered an ‘employee’ at the place you work (which can encompass full-, part-time, casual
and some other categories of worker) and you are injured in the course of your work, you may have
a claim for workers’ compensation by lodging the claim with Workcover Queensland.
There are a number of types of injury that may entitle you to make a workers’ compensation claim,
including:
• Occupational illness and disease – if your work causes you to contract medical conditions such as lung
cancer, mesothelioma, hearing loss, allergies, or repetitive motion injuries such as Carpal Tunnel
Syndrome, then you may have a valid claim for workers’ compensation. Even if your injury is not
recognized as an ‘industrial injury’, it is possible to prove the injury was caused by your workplace.
• Diseases or pre-existing conditions worsened by work.
• Injuries suffered travelling to or from work, or in the course of your employment, or travelling to or
from a place of training related to your work.
• Psychological and stress-related conditions such as depression or Post-Traumatic Stress Disorder
(PTSD) are caused by your work. Under the Workers Compensation and Rehabilitation Act 2003, your
job or workplace must be a ‘significant contributing factor’ to your psychological or psychiatric
condition.

Motor vehicle accident claims:

In Queensland, if you’re involved in a car accident that causes your injury and was the fault of the other
driver, you can make a claim against that driver’s CTP insurer.
In motor vehicle accidents, the amount you may be entitled to will depend on the type and extent of
your injury. Compensation can be paid to cover the costs of medical treatment, rehabilitation, loss of
income, cost of care and support services.
‘General damages’ is an amount paid in compensation when you can prove that you have lost your
quality of life as a result of the accident, such as ongoing pain and suffering. In order to make this claim,
an injured person needs to be assessed on the Injury Scale Value provided for in the Civil Liability Act
2003. On this scale, the injury is assigned a point value between zero and 100, where zero means the
injury is not severe enough to justify any award of general damages, while 100 is the most severe injury
possible.

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 TPD claims:
Where you suffer an illness or injury which prevents you from returning to work in the same capacity,
or returning to work at all, and you have TPD insurance through your superannuation fund, you may be
entitled to a lump-sum payment in order to maintain your lifestyle.
Such claims are obviously governed by the terms of the policy and in most cases, will include a
requirement that you show a minimum level of disability in order to be able to make a claim. This level
of disability is measured against your ability to return to work to do the same job, or whether you’re
able to work at all anymore. Many such claims are complicated by the need to wait until your injuries
have stabilized in order to make the assessment about disability.
Personal injury claims:
Where an accident causes you injury on public or private property, you may be able to make a claim
for compensation if you can show that the accident was caused by the negligence of another party. This
process involves proving that the party owed you a duty of care, that the duty was breached, and that
the breach caused your injury or loss.
Common examples of this claim arise when people slip and trip in supermarkets or at shopping centres,
hotels, theme parks and other public places; when people are injured by other people’s animals, such as
a dog bite; when a defective or faulty product causes an injury; when someone is injured on rental
premises; when an injury is sustained during a sporting or recreational pursuit; or when someone is
physically or sexually assaulted.
Compensation can be claimed for out-of-pocket expenses such as medical and rehabilitation, past and
future loss of income, and past and future domestic care. A general damages amount can also be claimed
for pain and suffering resulting in a loss of your quality of life.
As with motor vehicle accidents, the ISV scale mandated by the Civil Liability Act 2003 is used to assess
the severity of injuries for the purposes of a general damages claim. The types of injuries that may be
compensable in personal injury claims include:
• central nervous system and head injuries, including injuries such as paraplegia, quadriplegia and brain
injuries;
• facial injuries, with skeletal injuries and scarring, separately assessed;
• damage to senses such as loss of eyesight, hearing impairment, taste or smell damage;
• injuries to internal organs, of which there are 12 classes under the Civil Liability Regulation;
• mental disorders;
• orthopedic injuries such as complete or partial loss of limb, pelvic damage, amputation or other trauma
to limbs and extremities;
• scarring to parts of the body other than the face;
• burns;
• injuries that impact a person’s ability to grow hair;
• dermatitis, including its psychological impact on sufferers.
Speak with the experts
As this post shows, it’s not only the circumstances in which you sustained an injury – at work, in the
car, while shopping – that affects your claim for compensation but the type of injury you sustained.
Some injuries are compensable, and some are not. Psychological and psychiatric injuries, in particular,
present more complicated challenges when making a claim and usually involve expert medical
assessment.
In all these situations, however, you are best served by first speaking with Lifestyle Injury Lawyers.
Compensation claims are the specialty of our expert team and our legal professionals are across the
detail of the various legislative requirements which govern compensation claims in Queensland today.

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Explain the Employers Liability to Pay Compensation to an Employee Under the Workmen’s
Compensation Act 1923.
Employees or Worker’s Compensation Act, 1923 is one of the most important social security law. The act’s
main aim is to provide financial protection and assistance to employees and their dependents through
compensation in case of any accidental injury occurs during the course employment. It is generally
applicable to the cases where such incidents lead to either death or disablement of the worker. In this article,
we view the various aspects of the Worker’s Compensation Act in detail.

Applicability of the Act:

• It applies to all employees working in mines, factories, plantations, construction establishments,
oilfields, etc. Moreover, it applies to establishments which are under Schedule II of the Worker’s
Compensation Act.
• The act applies to persons who are working abroad or outside India as per Schedule II of the Act.
• It applies to a person recruited as the mechanic, helper, driver, etc. in connection with a motor
vehicle. It also applies to a captain or members of the crew of an aircraft.
• Moreover, the act does not cover the members of armed forces of the U&W who are already under
ESI (Employee State Insurance) Act.
Employer’s Liability
(A) Cases where they have to pay
• Injury by accident during employment
• Diseases in occupation
(B) Cases where they do not have to pay
• In case of any injury or damage which does not lead to the semi or total disablement of the workers
for a period exceeding 3 days.
• In case of any injury which does not result in death or permanent total disablement under the
following circumstances:
o the workman present at the time of the work under the control of drink or drugs.
o when the worker deliberately disobeys the rule which ensures their safety.
o non-application of the devices which are especially for the safety of the workers.

Compensation Determination
(A) In case of injury leading to Death
An amount equal to Fifty Percent of the monthly salaries of the dead employee multiplied by the appropriate
factor or with the amount of Rs.80,000 or more.
(B) In case of injury leading to permanent total disablement
An amount equal to 60% of the monthly wages of the injured workmen multiplied by the relevant factor or
an amount of 90,000 or more.

(C) In case of an injury occurring in permanent partial disablement

In this case of permanent disablement due to injury, an amount equal to the percentage of loss of earning
capacity is given to the disabled.
(D) In case of injury leasing to temporary disablement
According to Section 4(2), Half-monthly payments is given which is equal to 25% of the worker’s
compensation.

Questions on Worker’s Compensation

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Question: What are the provisions related to the ‘Half-monthly Payments’ and ‘Registration of the
Agreements’?
Solution: A Commissioner reviews the Half-monthly payment on the application by the Employer or
employee. A certificate of qualified medical expert should go with the application. It states that there are
changes in the condition of the employee. On review, the act can extend, decrease, continue or end or
convert the Half-monthly payments. Generally, they convert it into lump-sum payments under the Worker’s
Compensation Act, 1923.

The amount payable as compensation can be adjusted in the manner or means of agreement. The employer
needs to send a memorandum to the Commissioner. The commissioner will verify and if satisfied, record
the memorandum in a properly registered manner.

The End

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