Wednesday, 13 February 2019

FIDUCIARY DUTIES OF DIRECTORS

A Director owes fiduciary duties towards the company, and not to individual shareholders, creditors generally consists of the following:
·   Good faith and bona fide acts: Directors must act honestly,        without negligence and in good faith in the bona fide best              interests of the company.
·  Proper use of Powers: Directors must not exercise the  powers  conferred upon them for purposes different from those for which they were conferred. Notwithstanding that Directors have acted in honest belief for what they believe to be for the benefit of the company, they may nevertheless be liable for improper use of their powers, especially for purposes collateral to what they have been conferred for.
· Unfettered Discretion: Directors must not fetter their discretion for any reason whatsoever. They cannot validly contract or act pursuant to any arrangement either with one another or with third parties as to how they shall vote at board meetings or otherwise conduct themselves in the future.
· Lack of Conflicting Interests
Directors have to make continuous disclosures of their interests in the various transactions of, and with, the company. A Director cannot enter into a contract with the company without its informed consent, even if there is no unfair advantage to be gained, or abuse of position, by such Director.
Directors cannot use, without the consent of the company, the company’s properties, opportunities or information for their own profit. In order to establish a breach of this duty, it must be shown: (1) that what the Directors did was so related to the affairs of the company that it can be said to have been done in the course of their management and in utilization of their opportunities and special knowledge as Directors, and (2) that what they did resulted in a profit to themselves. The English Courts, adopting a strict approach, have held directors to be in breach of this fiduciary duty, even if the opportunity was not one which would have been of use to the company.
Directors have a duty not to compete with the company, which is in many respects a corollary of the immediately preceding rule.


Wednesday, 31 May 2017

HOW TO GET OUT OF CORPORATE SLAVERY

For becoming successful, the most important thing is to see what a person does in his/her spare time. One can waste time in watching movies, sleeping or can do any of the following activities which relate to his passion. One can express himself/herself and utilise his time and come out of slavery.
·      Start writing books
·      Start finding out/identifying your passion
·      Designing dresses, jewellery
·      Drawing painting
·      Teach mehndi design, cookery, bakery etc.
·      Developing variety of hair styles, makeup etc.
·      Finding out some outsourced work from companies as content writer
·      Helping start up in writing marketing plan
·      Writing business plan for new ventures
·      Helping companies in drafting legal work
·      Create website designs for companies
·      Start teaching new recipes for new food
·      Start writing books for children, adults
·      Start doing SEO/digital marketing for companies
·      Design brochure/pamphlets etc. for companies
·      Helping small companies with their HR work, accounting, legal work
·      Design logo etc. for new companies
·      Teach part-time with college or education companies
·      Take part time assignments from education companies
·      Software development
·      Procurement idea creator
·      Advertising ideas
·      Handle twitter, LinkedIn, Facebook accounts of companies
·      Become coach to students/professional in different fields
·      Interior decoration, etc.
Many activities are available. Think seriously that you don’t want to be corporate slave whole life and want to live life on your own terms. Be financial independent and live your life to the fullest.
"ONLY YOU CAN CHANGE YOUR LIFE, NO ONE ELSE CAN. SO DREAM BIG, EXECUTE STRATEGICALLY AND BECOME FINANACIAL INDEPENENT." 

Tuesday, 18 April 2017

LATERAL THINKING & VERTICAL THINKING

When trying to solve a problem, it is very important to consider alternate solutions instead of moving forward with the first idea. Picking one idea and proceeding until a solution is reached is called vertical thinking and this is the type of thinking that is most often used by 99% people worldwide.
When thinking laterally, you continue to generate ideas even after a promising idea has been produced. A vertical thinker must always be moving usefully in some direction and must be correct at every step.
1.     A lateral thinker can wander in different directions to find creative solutions and often may be wrong in order to be right in the end. Lateral thinkers welcome and explore seemingly irrelevant facts or ideas, whereas vertical thinkers shut out all irrelevant data.
2.     Vertical thinking is analytical, lateral thinking is provocative.
3.     With vertical thinking one has to be correct at every step, with lateral thinking one does not have to be. 
4.     Vertical thinking is sequential, lateral thinking can make jumps. 
5.     With vertical thinking one uses the negative in order to block of certainty. With lateral thinking there is no negative.
6.     With vertical thinking on concentrates and excludes what is irrelevant, with lateral thinking one welcomes chance intrusions. 
7.     With vertical thinking categories, classifications and labels are fixed, with lateral thinking they are not. 
8.     Vertical thinking follows the most likely path; lateral thinking explores the least likely.
9.     Vertical thinking is a finite process; lateral thinking is a probabilistic one.

Friday, 10 June 2016

LEGAL VALIDITY OF E-MAIL, SMS & MMS

The various categories of electronic evidence such as website data, social network communication, e-mail, SMS/MMS and computer generated documents poses unique problem and challenges for proper authentication and subject to a different set of views.
The information technology has brought into existence a new kind of document called the electronic record. This document can preserved in same quality and state for a long period of time through encryption processes reducing the chance of tampering of evidence. This document can be in various forms like a simple e-mail or short message or multimedia message or other electronic forms.
The Indian Evidence Act, 1872 and Information Technology Act, 2000 grants legal recognition to electronic records and evidence submitted in form of electronic records. According to Information Technology Act, 2000 “electronic record” means data, record or data generated, image or sound stored, received or sent in an electronic form or micro film or computer generated micro fiche. The Act recognizes electronic record in a wide sense thereby including electronic data in any form such as videos or voice messages. The Information technology has made it easy to communicate and transmit data in various forms from a simple personal computer or a mobile phone or other kinds of devices. The Information Technology Amendment Act, 2008 has recognized various forms of communication devices and defines a “communication device”.

“communication device” means cell phones, personal digital assistance or combination of both or any other device used to communicate, send or transmit any text, video, audio or image.

The Indian IT Act 2000 lays down a blanket permission for records not to be denied their legal effect if they are in electronic form as long as they are accessible for future reference.

The evidentiary value of an electronic record totally depends upon its quality. The Indian Evidence Act, 1872 has widely dealt with the evidentiary value of the electronic records. According to section 3 of the Act, “evidence” means and includes all documents including electronic records produced for the inspection of the court and such documents are called documentary evidence. Thus the section clarifies that documentary evidence can be in the form of electronic record and stands at par with conventional form of documents.

The evidentiary value of electronic records is widely discussed under section 65A and 65B of the Evidence Act, 1872. The sections provide that if the four conditions listed are satisfied any information contained in an electronic record which is printed on paper, stored, recorded or copied in an optical or magnetic media, produced by a computer is deemed to be a document and becomes admissible in proceedings without further proof or production of the original, as evidence of any contacts of the original or any facts stated therein, which direct evidence would be admissible.

The four conditions referred to above are:

(1)    The computer output containing such information should have been produced by the computer during the period when the computer was used regularly to store or process information for the purpose of any activities regularly carried on during that period by the person having lawful control over the use of the computer.
(2)    During such period, information of the kind contained in the electronic record was regularly fed into the computer in the ordinary course of such activities.
(3)    Throughout the material part of such period, the computer must have been operating properly. In case the computer was not properly operating during such period, it must be shown that this did not affect the electronic record or the accuracy of the contents.
(4)    The information contained in the electronic record should be such as reproduces or is derived from such information fed into the computer in the ordinary course of such activities.

It is further provided that where in any proceedings, evidence of an electronic record is to be given, a certificate containing the particulars prescribed by 65B of the Act, and signed by a person occupying a responsible official position in relation to the operation of the relevant device or the management of the relevant activities would be sufficient evidence of the matters stated in the certificate.

The apex court in State Vs. Navjot Sandhu while examining the provisions of newly added  section 65B, held that in a given case, it may be that the certificate containing the details is not filed, but that does not mean that secondary evidence cannot be given. It was held by the court that the law permits such evidence to be given in the circumstances mentioned in the relevant provisions, namely, sections 63 and 65 of the Indian Evidence Act 1872.

Section 65 enables secondary evidence of the contents of a document to be adduced if the original is of such a nature as not to be easily movable. Hence, printouts taken from the computers/servers by mechanical process and certified by a responsible official of the service-providing company can be led in evidence through a witness who can identify the signatures of the certifying officer or otherwise speak of the facts based on his personal knowledge. Irrespective of the compliance with the requirements of section 65-B, which is a provision dealing with admissibility of electronic records, there is no bar to adducing secondary evidence under the other provisions of the Indian Evidence Act 1872, namely, sections 63 and 65.

The position of electronic documents in the form of SMS, MMS and E-mail in India is well demonstrated under the law and the interpretation provided in various cases. In State of Delhi v. Mohd. Afzal & Others, it was held that electronic records are admissible as evidence. If someone challenges the accuracy of a computer evidence or electronic record on the grounds of misuse of system or operating failure or interpolation, then the person challenging it must prove the same beyond reasonable doubt. The court observed that mere theoretical and general apprehensions cannot make clear evidence defective and inadmissible. This case has well demonstrated the admissibility of electronic evidence in various forms in Indian courts.


The basic principles of equivalence and legal validity of both electronic signatures and hand written signatures and of equivalence between paper document and electronic document has gained universal acceptance. Despite technical measures, there is still probability of electronic records being tampered with and complex scientific methods are being devised to determine the probability of such tampering. For admissibility of electronic records, specific criteria have been made in the Indian Evidence Act to satisfy the prime condition of authenticity or reliability which may be strengthened by means of new techniques of security being introduced by advancing technologies.



Thursday, 1 October 2015

Schedule for GM Diet Vegetarian


Similar to the typical GM Diet, the vegetarian version of GM diet also requires you to follow a seven-day schedule

  • Day 1. Only fruits. Just like in the regular GM diet, only fruits are allowed to be consumed on the first day. All fruits can be consumed in generous quantities except for bananas, as they are high in carbohydrates and potassium. Water intake should also be observed at 10-12 glasses during the whole day.
  • Day 2. The second day involves potato and vegetables. A cup of baked potato would serve as the body’s main energy source for the day, and then it can be followed up with vegetable dishes during lunch and dinner. Vegetable soup is highly powerful during this day, as it provides all the energy the body would need.
  • Day 3. Fruit and vegetables. Fruits and vegetables may be served the whole day, from breakfast to dinner, including midday snacks. Fruit juice can also be taken aside from water, although no bananas or potatoes are allowed.
  • Day 4. Bananas and milk. Banana and milk combos may be consumed all day, with vegetable soup servings during lunch and dinner. Banana and milk may be taken in the form of shakes, during breakfast and midday snacks.
  • Day 5. White rice or brown rice or legumes and tomatoes. Instead of beef, rice or legumes is used on Day 5. One cup of rice is good to last for the day together with tomatoes in order to induce cleansing. Also each meat replacement meal needs GOOD FAT like ghee, olive oil or butter.
  • Day 6. White rice or brown rice or legumes with good fat and vegetables. On this day mixed vegetables may be consumed all day, together with one cup of rice.
  • Day 7. Up to two cups of white rice or brown rice or legumes with good fat may be consumed, together with fruit and vegetable servings.

By the end of Day 7, you should be feeling much lighter and look more glowing. This is because the detoxification effects have already taken place and the body has already shed off at least 4-7 kg.

Friday, 28 August 2015

Understanding Software





What is Software?

The New Oxford Dictionary for the Business World defines ‘software’ as programs used with a computer (together with their documentation), including program listings, program libraries, and user and programming manuals.

Definitions in India

In India, the term ‘software’ has been defined under the Income Tax Act, 1961 and under the Copyright Act, 1957. Explanation (b) to Section 80 HHE of  the Income Tax Act, 1961 defines “computer software” to mean any computer programme recorded on any disc, tape, perforated media or other information  storage device and includes any such programme or any customised electronic data which is transmitted from India to a place outside India by any means.

Under the Indian Copyright Act, 1957, computer programme and computer data bases are considered to be literary works. Section 2(ffc) defines “computer  programme” as a set of instructions expressed in words, codes, schemes or any other form, including a machine readable medium, capable of causing a  computer to perform a particular task or achieve a particular result.

In India, computer software is protected by the copyright law but cannot be patented. In many developed countries of the world, computer programs are protected by the copyright law and certain types of software are protected by patents as well.

As per the Copyright Act, 1957, ‘computer programme’ is regarded as literary work. Some of the statutory rights attached with a copyright in a computer program are:

  • Right to make copies of the computer programs based upon the copyrighted computer program in any material form including the storing of it in any medium by electronic means,  ­
  • Right to issue copies of the computer program to the public ·
  • Right to make translation of the computer program ­
  • Right to prepare derivative computer programs based upon the copyrighted  computer program, ­
  • Right to make a public performance of the computer program, and ­
  • Right to sell or give on hire, or offer for sale or hire, any copy of the computer program.
 Types of Software

In technical sense, there are two types of software - Systems Software and Applications Software.

Systems software” is the software required to produce a computer system acceptable to the end-users, providing a good environment for writing, testing, running and storing users’ programs, and including programs that are essential to the effective use of system. Operating systems, compilers, utility programs, database management systems, and communication systems are examples of systems software. Systems software is generally provided by the manufacturer and is bought along with the computer.

Applications software” are computer programs designed for a particular purpose
or application. Accounts programs, games programs and educational software are application software. Application software is written for end-users of a computer system. Application software may be standard software or special software which is tailor-made for single users.

There are some more terms which are commonly used to describe the different Modes of delivery of software. These are as follows:

Shrink-wrap software” is the readily available software which is sold ‘off-the-shelf’. Against this, “customized software° is the software which is tailor-made based on the specific needs of the customer. In a ‘shrink-wrap’, the software is packaged with the license agreement. The Iicense gives the endorser the limited right to use the software for perpetual period. The right is not transferable and nor can the buyer sub-Iicense the software. Any user opening the package is deemed to have the knowledge of the copyright of the software.

Bundled software” is one which is embedded with the hardware and is bought along with the computer when it is purchased from the manufacturer. Most of the systems software generally comes in the bundled form. Most of the applications software will be available in “unbundled” form especially if it is bought subsequent to the purchase of computer.

Canned Software” is independent software that can be used by a variety of hardware and may be applied for management, consulting and administration.

Software are also often classified on the basis of the use to that they are out to.

Thus, the classifications may be as follows: Computer software, Video/audio Software, Telecom Software. Generally, the word ’software’ is read to mean’ computer software’.

Typical Transactions involving Software

Any transaction in transfer of computer software would generally tend to fall in
any one of the following categories :

1. Transfer of a copy of the computer program (a copyrighted article),
2. Transfer of a copyright right in the computer program,
3. Provision of services for the development or modification of the computer
Program;
4. Provision of know-how related to computer programming techniques.

Thursday, 25 September 2014

Purchase of Urban Agricultural Land and Tax Planning in India

Purchase of Urban Agricultural Land and Tax Planning in India: 

Before buying urban agricultural land, enquire from the local municipality or corporation as to the legal status regarding minimum land holding for a farm house or construction activities on urban agricultural land. This is very important.In Delhi, for example, the minimum urban agricultural land required for construction of a farm house is 2 ½ acres. In Haryana, for a similar purpose, the minimum is 2 acres. If the object of buying urban agricultural land is to build a farm house, do get the building plan approved before starting construction; otherwise it may result in unauthorised construction with the attendant problems of demotion, fine and penalty, coupled with prosecution. Whenever you make an investment in urban agricultural land, make it a point to effect your purchase by way of a registered conveyance deed and not merely through an agreement to sell. This aspect is very important lest out of ignorance you end up buying a piece of urban agricultural land which has problems of Sections 4 and 6 of the Land Acquisition Act, whereby it is not legal to sell or effect a conveyance deed. Which is why the seller may be ready to give you possession coupled with a Power of Attorney. Avoid making such an investment; if a clear title is not established in your name, the property will lose its value as an investment. You must fully investigate that Sections 4 and 6 of the Land Acquisition Act, putting restrictions on transfer and registration of the land, are not applicable to the land in question.
Certain pieces of urban agricultural land are nowadays converted into unapproved colonies. From the point of view of investment, it is not good to buy such property as there are chances of demolition or prosecution. Income from urban agricultural land, being agricultural income, is completely exempted from income tax. However, such agricultural income would be aggregated for rate purposes. Hence, from the point of view of tax planning, urban agricultural land should be purchased in the name of family members whose income is relatively lower. The ceiling laws applicable to rural agricultural land also apply to urban agricultural land. Capital gains tax is payable on the sale of urban agricultural land. Briefly, if the long- term capital gains on the sale of urban agricultural land used by the assessee for a minimum period of two years are period of two years are invested in buying another piece of agricultural land, there would be no capital gains under Section 54B. Capital gains on the compulsory acquisition of urban agricultural land is exempt u/s 10(37). Similarly,capital gains on the sale of agricultural land could also be utilised for the purpose of Section 54F, namely, investing the sales proceeds of long- term capital gains from agricultural and in buying a residential house. However, for this purpose, the individual or the HUF taking advantage of this provision should not have more than one residential house property of his own. Similarly, starting from Financial Year 1993- 1994, there is wealth tax liability @ 1% on all agricultural land situated in urban area in any part of India. This has come about because the definition of ‘assets’ for wealth tax purposes was drastically amended by the Finance Act, 1992. As a result of the change of definition of “urban land,” urban agricultural land is now liable to wealth tax. However, the wealth tax liability only arises when the gross wealth of the taxpayer exceeds the exemption limit of taxable net wealth.