CS Professional - DRAFTING, APPEARANCES AND PLEADINGS

MODULE 3 PAPER 8

DRAFTING, APPEARANCES AND PLEADINGS

The Paper ‘Drafting, Appearances and Pleadings’ has been included in the syllabus with a view to equip the students with legal drafting abilities, legal frame work pertaining to the appearances before various tribunals/ quasi judicial bodies and the basic understanding of the principles of pleadings. Drafting of deeds and documents for various purposes in a company usually forms part of multifacet duties of the Company Secretary. For this purpose, the course contents of this study material have been so designed as to provide practical orientation and develop necessary acumenship in drafting legal documents. Only those deeds and documents have been included which are of direct relevance to the work of a Company Secretary. Further, the literature available on the subject has been found to be unwieldy and it has, therefore, been our endeavour to make the study material tailored made. Every effort has been made to provide a self- contained material and an integrated approach has been adopted throughout.

In ICSI provided study material, relevant provisions of the various Acts and Rules made thereunder have been kept in mind. Except where found absolutely necessary, text of the provisions of Bare Act(s), Rule(s), Order(s), etc. have not been produced. This paper presupposes knowledge of substantive law; therefore, students are advised to have thorough knowledge of the same by referring to various Acts mentioned at appropriate places in this study material. This paper also warrants continuous updation in terms of substantive and procedural laws as well as latest judicial pronouncements. Moreover, drafting of petitions, deeds and documents is an art and even acquiring working knowledge in this demands application of skills of higher order. Students are, therefore, advised not only to master the principles and applications of drafting and pleadings, but also keep themselves abreast of latest developments by regularly resorting to reading of at least one of the leading English Newspapers and additional source materials concerning corporate world which are published from time to time. Students are also advised to refer the ‘Student Company Secretary e-bulletin’/’Chartered Secretary’ wherein all important judicial and legislative developments are reported regularly.

General Principles of Drafting and Relevant Substantive Rules

1. Drafting: Concept, General Principles and relevant substantive rules thereof

2. Basic Components of Deeds, Endorsements and Supplemental Deeds, Aids to Clarity and Accuracy, Legal Requirements and Implications

Drafting and Conveyancing relating to Various Deeds and Agreements

1. Conveyancing in General, Object of Conveyancing

2. Drafting of various Agreements including Sale Agreements, Joint Venture and Foreign Collaboration Agreements, Arbitration; Guarantees, Counter Guarantees; Bank Guarantee, Hypothecation Agreement, Outsourcing Agreements, Service Agreements, E-Contracts, Leave and License, IPR Agreements,

3. Promissory Note, Power of Attorney- General and Special, Will, Relinquishment Deed, Deed of Dissolution of Partnership, HirePurchase Agreement, Deed of Family Settlement and Other Deeds

4. Deed of Sale of Land, Building, Mortgage, License, Lease, Assignment, Trust, Gift, Partnership

5. Drafting of Writs, Partnership Deed, Sale Agreements, Collaboration Agreements, Hypothecation Agreements, EContracts

6. Drafting of Legal Opinion

7. Shareholder’s Agreement

Drafting of Agreements under the Companies Act

1. Pre incorporation Contracts; Memorandum and Articles of Association and other Agreements like slump sale

Pleadings

1. Pleadings in General; Object of Pleadings; Fundamental Rules of Pleadings

2. Civil: (i) Plaint Structure; Description of Parties (ii) Written Statement (iii) Interlocutory Application (iv) Original Petition (v) Affidavit (vi) Execution Petition and (vii) Memorandum of Appeal and Revision (viii) Petition under Article 226 and 32 of the Constitution of India (ix) Special Leave Petition

3. Criminal: (i) Complaints (ii) Criminal Miscellaneous Petition (iii) Bail Application and (iv) Memorandum of Appeal and Revision

4. Application for Setting Aside Ex-Parte Decree; Ordinary Suit of Recovery; Suit under Order XXXVII of Code of Civil Procedure, 1908

5. Suit for Permanent Injunction; Application for Temporary Injunction; Suit for Specific Performance; General Principles of Criminal Proceedings; Application under Section 125 of Code of Criminal Procedure, 1973; F.I.R under Section 154 of Code of Criminal Procedure, 1973

Appearances

1. Appearance before Tribunals/Quasi Judicial Bodies such as CLB, SAT, NCLT, CCI, TRAI, Tax Authorities and Appellate Tribunals

2. Drafting of Affidavit in Evidence; Arguments on Preliminary Submissions, Arguments on Merits; Legal Pleadings and Written Submissions

3. Dress Code, Etiquettes and Court Craft

Compounding of Offences

1. Compounding of Offences under the Companies Act, SEBI Act, FEMA

2. Consent Orders

Practical Exercises

1. Notice to the Tenant under section 106 of Transfer of Property Act

2. Notice under Section 80 of Code of Civil Procedure, 1908

3. Reply to Notice

4. General Power of Attorney

5. Will

6. Agreement to Sale

7. Deed of Sale

8. Suit for Dissolution of Partnership

9. Petition for grant of Probate / Letters of Administration

10. Petition under Section 397 of Companies Act, 1956

11. Application for Appointment of Receiver/Local Commissioner

12. Application for Compromise of Suit

13. Application for Appointment of Guardian

14. Application to Sue as an Indigent Person under Order 33, Code of Civil Procedure

15. Appeal from Original Decree under Order 41, Code of Civil Procedure

16. Appeal from Orders under order 43 of Code of Civil Procedure

17. Revision Petition / Review Petition

18. Application under Section 5 of Limitation Act

19. Application for Execution

20. Application for Caveat Section 148A of Code of Civil Procedure

21. Writ Petition

22. Application under Section 482 of Code of Civil Procedure

23. Compounding of Offences by way of Compromise under Section 320(i) Code of Criminal Procedure

24. Lease Deed / Mortgage Deed

25. Special Power of Attorney

26. Relinquishment Deed

27. Partnership Deed / LLP Agreement

28. Reference to Arbitration and Deed of Arbitration

29. Deed of Gift

30. Notice under Section 434 of the Companies Act

31. Notice for Specific Performance of Contract