EXECUTIVE PROGRAMME

1 study MATERIAL EXECUTIVE PROGRAMME ECONOMIC AND COMMERCIAL L AWS PAPER 3 ICSI House, 22, Institutional Area, Lodi Road, New Delhi 110 003 tel 011-4534 1000, 4150 4444 fax +91-11-2462 6727 email website THE INSTITUTE OF COMPANY SECRETARIES OF INDIA TIMING OF HEADQUARTERS Monday to Friday Office Timings to Public Dealing Timings Without financial transactions to With financial transactions to Phones 4150444,45341000 Fax 011-24626727 Website E-mail Laser Typestting by Delhi Computer Services, Dwarka, New Delhi Printed at , 2013/10,000 EXECUTIVE PROGRAMME ECONOMIC AND COMMERCIAL LAWS India has made considerable economic progress since its Independence. Over the years, the various policy initiatives and economic reforms in India have made India one of the fastest growing economies in the world today.

2 The emerging economic environment involving rapid technology changes, response in terms of change in methods, trade and services, globalisation of economy, liberalisation of trade and industry and emphasis on international competitiveness and bringing the existing laws in tune with the future market needs, the Government has also initiated legislative reforms in the area of economic and commercial laws. The Government enacted Foreign Exchange Management Act, The Competition Act, 2002 replacing the MRTP Act and amended the Consumer Protection Act in the year 2002. The Legal Metrology Act, 2009 replacing Standards of Weights and Measures Act, 1976 and Foreign Contribution (Regulation) Act, 2010 replacing Foreign Contribution (Regulation) Act, 1976. In the area of Intellectual property, the Government has enacted Trade Marks Act and Designs Act, and amended the Patents Act and the Copyright Act.

3 In this regard the Government has further amended the Patents Act in 2005 and Copyright Act in 2012. The Foreign Trade Policy 2009-14 has also been announced in line with the reform agenda and amended from time to time. Further, the Prevention of Money Laundering Act to deal with new categories of economic offences, has also been made effective 1st July, 2005 and amended in 2009 and 2012. Similarly, in the area of Environment Laws, the process of reforms is going on and Parliament enacted National Green Tribunal Act, 2010. In the light of above developments, this study material has been prepared to provide an understanding of certain economic and commercial legislations which have direct bearing on the functioning of companies. The study material has been divided into two parts consisting of fifteen study lessons. Part A consists of study Lessons I to IX, whereas Part B consists of study Lessons X to XV.

4 This study material has been published to aid the students in preparing for the Economic and Commercial Laws paper of the CS EXECUTIVE PROGRAMME . It is part of the education kit and takes the students step by step through each phase of preparation stressing key concepts, pointers and procedures. Company Secretaryship being a professional course, the examination standards are set very high, with emphasis on knowledge of concepts, applications, procedures and case laws, for which sole reliance on the contents of this study material may not be enough. Besides, as per the Company Secretaries Regulations, 1982, students are expected to be conversant with the amendments to the laws made upto six months preceding the date of examination. The material may, therefore, be regarded as the basic material and must be read alongwith the original Bare Acts, Rules, Regulations, Case Law, as well as recommended readings given with each study lesson.

5 As the area of economic and commercial laws undergoes frequent changes, it becomes necessary for every student to constantly update himself with the various legislative changes made as well as judicial pronouncements rendered from time to time by referring to the Institute s journal Chartered Secretary as well as other law/professional journals. (iv) The legislative changes made upto January 01, 2013 have been incorporated in the study material. However, it may so happen that some developments might have taken place during the printing of the study material and its supply to the students. The students are therefore, advised to refer to the Student Company Secretary and other publications for updation of the study material. In the event of any doubt, students may write to the Directorate of Academics and Professional Development in the Institute for clarification at ecl@ Although due care has been taken in publishing this study material yet the possibility of errors, omissions and/or discrepancies cannot be ruled out.

6 This publication is released with an understanding that the Institute shall not be responsible for any errors, omissions and/or discrepancies or any action taken in that behalf. Should there be any discrepancy, error or omission noted in the study material, the Institute shall be obliged if the same are brought to its notice for issue of corrigendum in the Student Company Secretary . (v) EXECUTIVE PROGRAMME SYLLABUS FOR PAPER 3: ECONOMIC AND COMMERCIAL LAWS (100 Marks) Level of Knowledge: Part A-Advance Knowledge Part B- Working Knowledge Objective: To acquire knowledge and understanding of Economic and Commercial Laws. Detail Contents: PART A: (70 Marks) 1. Foreign Exchange Management Objectives and Definitions under FEMA, 1999 Current Account Transactions and Capital Account Transactions FDI Policy Foreign Direct Investment in India and Abroad Acquisition and Transfer of Immovable Property in India and Abroad Establishment of Branch, Office etc.

7 In India Export of Goods and Services Realization and Repatriation of Foreign Exchange Authorized Person Penalties and Enforcement Foreign Contribution ( Regulation )Act, 2010 Foreign Contributions and Hospitality Exemptions Powers of Central Government Adjudication, Appeal and Compounding Offences and Penalties 2. Foreign Trade Policy and Procedures Main Features Special Focus Initiatives Served from India Scheme Export Promotion Council Vishesh Krishi and Gram Udyog Yojana (vi) Focus Market Scheme; Focus Product Scheme; Duty Exemption and Remission Schemes; Advance Authorization Scheme; DFRC; DEPB; EPCG, etc. EOUs, EHTPs, STPs, BPTs and SEZs 3. Competition and Consumer Protection Concept of Competition Development of Competition Law Competition Policy Competition Act, 2002 Anti Competitive Agreements, Abuse of Dominant Position, Combination, Regulation of Combinations, Competition Commission of India; Appearance before Commission, Compliance of Competition Law Consumer Protection Act, 1986 Consumer Protection in India Genesis of the Law and Objects Rights of Consumers Nature and Scope of Remedies Appearance before Consumer Dispute Redressal Forums 4.

8 Intellectual Property Rights Introduction GATT, WIPO and TRIPS Concept and Development of Intellectual Property Law in India Law and Procedure Relating to Patents, Trade Marks and Copyrights Geographical Indications Design Act Overview of Laws Relating to Other Intellectual Property Rights Intellectual Property Appellate Board 5. Law relating to Arbitration and Conciliation Introduction to UNCITRAL MODEL LAW Law of Arbitration in India Types of Arbitration Appointment of Arbitrators Procedure Judicial Intervention Venue Commencement Award Time limit, Enforceability, Interest Recourse against Award Appeals Conciliation and Compromise International Commercial Arbitration ; Foreign Awards Arbitration Agencies ICADR, ICA, Chambers of Commerce, Professional Arbitrators Alternate Disputes Resolution 6.

9 Law relating to Transfer of Property Important Definitions Types of Properties (vii) Movable and Immovable Property Properties which cannot be Transferred Rule Against Perpetuities Lis Pendens Provisions Relating to Sale Mortgage, Charge, Lease, Gift and Actionable Claim 7. Law relating to Stamps Methods of Stamping Consequences of Non-Stamping and Under-Stamping Impounding of Instruments Construction of Instruments for Determination of Stamp Duty Payable Adjudication Allowance and Refund Penal Provisions Concept of E-Stamping 8. Law relating to Contract Contract Introduction Legality of Objects Standard Form of Contract Multinational Agreement E-Contracts Strategies and Constraints to enforce Contractual Obligations Special Contracts: Indemnity and Guarantee; Bailment and Pledge; Law of Agency 9.

10 Prevention of Money Laundering Genesis Prevention of Money Laundering Act, 2005 Concept and Definitions, Various Transactions, etc. Obligations of Banks and Financial Institutions RBI Guidelines on KYC PART B: (30 Marks) 10. Law relating to Essential Commodities, Weights and Measures Overview of Essential Commodities Act, 1955 Objects Powers of Central Government Seizure and Confiscation of Essential Commodities Summary Trial The Legal Metrology Act, 2009 11. Law relating to Societies General Concept Relating to Registration of Societies (viii) Property of Societies Suits by and against Societies Enforcement of Judgment against Societies Dissolution of Societies 12. Law relating to Trusts General Concept relating to Trusts Creation of Trust Duties and Liabilities of Trustees Rights and Powers of Trustees, Disabilities of Trustees Rights and Liabilities of the Beneficiary 13.