GOA INSTITUTE OF MANAGEMENT

BUSINESS LAW

GROUP PROJECT

SUBMITTED TO-

PROF. SARITA D’SOUZA

SUBMITTED BY-

AMOGH ANSH | 2019194 | FINANCE

PRANEET KAPOORIA | 2019219 | HUMAN RESOURCES

SAKET GUPTA | 2019224 | OPERATIONS

SHUBHANGI | 2019233 | MARKETING

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 TABLE OF CONTENTS

Company Introduction………………………….….3
Marketing………………………………………......7
 List of Acts, Rules and Regulations………….…….8
 Agreement 1…………………………………….….11
 Agreement 2………………………………………..14
 Agreement 3…………………………………….….17
Human Resources……………………………….…20
 List of Acts, Rules and Regulations……….……….21
 Drafts of contracts…………………………….……25
Operations………………………….………………34
 List of Acts, Rules and Regulations…….…………36
 Agreement 1……………………………….………47
 Agreement 2………………………………….……49
 Agreement 3…………………………………….…51
Finance……………………………………………54
 List of Acts, Rules and Regulations……………...56
 Agreement 1………………………………………64
 Agreement 2………………………………………67
 Agreement 3………………………………………70

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Jubilant Life Sciences Limited is an integrated global pharmaceutical and life sciences
company engaged in pharmaceuticals, life science ingredients, drug discovery solutions and
India branded pharmaceuticals. Jubilant Life Sciences Limited has a team of around 8,000
multicultural people across the globe.

This company falls under the umbrella of The Jubilant Bhartia Group which has the following
three flagship companies – Jubilant Life Sciences Limited, Jubilant FoodWorks Limited and
Jubilant Industries Limited. The Jubilant Bhartia Group is set up under the Companies Act,
2013.

The company has its Registered Office at- Bhartigram, Gajraula, Distt. Amroha – 244223, Uttar
Pradesh, India. The company is listed on Indian Stock Exchanges, both Bombay Stock
Exchange (BSE) and National Stock Exchange (NSE).

The financials as on 31st March, 2019 are mentioned below-

 Authorized share capital – Rs.655 million (655 million shares of Rs.1 each)
 Paid-up share capital - Rs.159.28 million (159.28 million shares of Rs.1 each)
 Fixed assets- Rs.14,879.08 million (property, plant and equipment)
 Revenue from operations - Rs.91,108 million

The business segments of the company are as follows-

 Pharmaceuticals
 Life Science ingredients
 Drug discovery and development solutions
 Indian branded pharmaceuticals

The company has its subsidiaries in various countries-

INDIA

 Jubilant Biosys Limited

No.96, Industrial Suburb, 2nd Stage, Industrial Area, Yeshwantpur, Bengaluru-560022, India
 Jubilant Chemsys Limited
D-12, Sector 59, Noida-201301, Uttar Pradesh, India

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  Jubilant Infrastructure Limited
1A, Sector 16A, Noida-201301, Uttar Pradesh, India
 Jubilant Generics Limited
1A, Sector 16A, Noida-201301, Uttar Pradesh, India

USA
 Jubilant HollisterStier LLC
3525, N. Regal, Spokane, Washington-99207, USA
 Jubilant Cadista Pharmaceuticals, Inc
207, kiley Drive, Salisbury, Maryland-21801, USA
 Jubliant Life Sciences USA Inc.
790 Township Line Road Suite 175 Yardley, Pennsylvania 19067, USA

CANADA
 Jubilant DraxImage, Inc
16751, TransCanada Highway, Kirkland(Montreal), Quebec. Canada H9H 4J4

BELGIUM
 Jubilant Pharmaceuticals N.V.
Guldensporenparkm Block C-nr. 22, Gelijkvlovers Links, 9820 Merelbeke, Belguim

CHINA
 Jubliant Life Sciences (Shanghai) Limited
Room No. 3403, Hongkong plaza, South Tower, 283, Huai Hai Zhong Road, Shanghai
-200021, China

SINGAPORE
 Jubilant Pharma Limited
6 Temasek Boulevard, #20-06 Suntec City Tower Four,Singapore 038986

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Shareholding pattern

Sr. No Category No. of Shareholding as a Percentage

Shares of Total Number of Shares
A Promoters & Promoter Group 80,717,05 50.68
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B Public Shareholding
1. Financial Institutions/Banks 143,594 0.09
2. Mutual Funds/Domestic 15,912,40 9.99
Companies 3
3. Non-Resident 639,269 0.40
Indians/Foreign Nationals
4. FPI/FII 42,592,58 26.74
1
5. Indian Public/Trusts/Others 19,276,23 12.10
6
Grand Total 159,281,139 100.00

Board of Directors

 Chairman – 1
 Co-Chairman – 1
 Directors – 8
 Whole-time Directors - 2

List of Acts, Rules and Regulations that the company needs to comply with to be fully legally
compliant are:

 Companies Act, 2013

o Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
 Securities and Exchange Board of India Act, 1992
o SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

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 o SEBI (Prohibition of Insider Trading) Regulations, 2015
o SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
o SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
o SEBI (Issue and Listing of Debt Securities) Regulations, 2008
o SEBI (Share based Employee Benefits) Regulations, 2014
o SEBI (Delisting of Equity Shares) Regulations, 2009
 Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings, where applicable
 Securities Contracts (Regulation) Act, 1956
 Depositories Act, 1996 and the regulations and bye-laws framed thereunder
 Narcotics Drugs and Psychotropic Substances Act, 1985 and rules made thereunder
 Legal Metrology Act, 2009 and rules made thereunder
 Boilers act, 1923 and rules made thereunder
 Essential Commodities Act, 1955 and rules made thereunder

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MARKETING

Job Role:

My company is Jubilant Life Sciences which is in pharmaceutical sector. I am responsible for the
marketing activities of the organization in the rapidly and constantly changing industry scenario.
My duties and responsibilities include the following-

 Determining and achieving the sales targets of the organization

 Developing overall marketing strategy for the organization
 Analyzing the effectiveness of such strategies
 Identifying new market segments and the competitors
 Promoting new products to health care service providers
 Participation in trade shows and conferences

Job Description:

As a Marketing Manager, my main responsibility is to plan, budget, train and set targets to
ensure brand growth and gain market share. I am responsible to ensure that the marketing
initiatives align with product portfolio strategy. Also, I have to keep a constant tab on the
competitors and their prices, campaigns and new products. I provide hands on support to the
sales team in the field work. I travel with the sales and marketing team all across our regions to
design unique specific campaigns and implement them.

Not just the marketing activities, but I also build strategic relationships with key industry players,
agencies and vendors. I manage the external marketing agencies in company promotions. I am
in-charge of the marketing budget and allocation of these funds. I have to regularly measure and
report performance of the marketing campaigns to gain insights and assess them against the
desired goals.

Coming to the strategic part, I am responsible to create and execute product tactical plans to be
aligned with the sales force team and to measure quantitatively and qualitatively thereafter. Also,

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I have to maintain and improve product knowledge and competitors’ information of the sales
force.

List of Acts, Rules and Regulations:

Below mentioned is the list od some acts, rules and regulations that I must abide by as a
Marketing Manager-
 Companies Act, 2013
 Trademarks Act, 1999
 The Indian Contract Act, 1872
 Consumer Protection Act, 2015
 The Press Council Act, 1978
 Code for Commercial Advertising on Doordarshan and All India Radio
 Establishment of the Advertising Standard Council of India (ASCI), 1985
 Indian Arbitration and Conciliation Act, 1996
 The Drugs and Cosmetics Act, 1940
 Cable Television Amendment Act, 2006 along with Cable Television Network Rules,
1994
 Standard of Quality of Service (Duration of Advertisements on Television Channels)
Regulations, 2012

Compliances, Licenses Permission, NOCs from Statutory Bodies:

 Trademarks Act, 1999
o Trademark rights in India are statutorily protected by the Trademark Act, 1999and
also under the common law remedy of passing off. The administration of such
protection under the Act is done by the Controller General of Patents, Designs and
Trademarks. The Trademark Act, 1999 deals with the protection, registration and
prevention of fraudulent use of trademarks. It also deals with the rights of the
holder of the trademark, penalties for infringement, remedies for the damaged as
well as modes of transference of the trademark.
o To apply for a trademark a person must adhere to the provisions enlisted under
Section 18 of the Act. The Section requires any persons applying for a trademark
to apply in writing in the manner that is prescribed for the registration. The
application has to contain the name of the mark, goods and services, the class
under which goods and services fall, the period of the use of the mark and the
personal details of the applicant such as name and address. 
o Section 7 of the Trademark Act, 1999 requires the classification of trademark
according to the international classification of goods and services. There are a
total of 45 classes goods and services may fall under in such a classification.

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 o According to Section 134(1) of the Trademarks Act, subordinate courts – which
have jurisdiction over other commercial matters – do not have jurisdiction over
cases of infringement or passing off. Hence, only district courts and high courts
exercising ordinary original civil jurisdiction can decide on such matters.
o In addition, the territorial jurisdiction of a court is determined on the basis of
where the infringement took place or where the parties are based. Thus, Section
20 of the Code of Civil Procedure provides that civil suits are to be heard where
the defendant carries on business or where the cause of action arises, wholly or in
part. However, Section 134(2) of the Trademarks Act allows a rights holder to
sue instead at a place where it carries on business.
o Process for Trademark Registration in India-
 Step 1- Trademark Search
 Step 2- Filing Trademark Application in India
 Step 3- Trademark Examination
 Step 4- Trademark Publication
 Step 5- Registration Certificate
 Step 6- Trademark Renewal

 The Consumer Protection Act, 2015

o The rights of consumers include the right to: (i) be protected against marketing
of goods and services which are hazardous to life and property, (ii) be informed of
the quality, quantity, potency, purity, standard and price of goods or services, (iii)
be assured of access to a variety of goods or services at competitive prices, and
(iv) to seek redressal against unfair or restrictive trade practices.
o The Act provides for establishment of Consumer Protection Councils at
Centre, State and District levels. The purpose of these Councils is to review
consumer related policies of the government and suggest measures for further
improvements for protecting and promoting rights of the consumers. The
composition of these councils is broad based. The Minister Incharge of Consumer
Affairs in the Centre is the Chairman of the Central Consumer Protection Council
and it has other official and non-official members. The State Consumer Protection
Council is headed by Minister In-charge of Consumer Affairs in the State and the
District Consumer Protection Council is headed by the Collector of the District.
These Councils are advisory in nature and their object is to protect the rights of
the consumers enshrined under the Act.
o If defects in the manufacture, construction, design, testing, service marketing etc.
of a product results in any personal injury or property damage to a consumer, the
manufacturer is liable in a product liability action.
o The Act provides for a three tier Consumer Disputes Redressal Agencies.
These are: District Consumer Disputes Redressal Forum in the District, State

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 Consumer Disputes Redressal Commission at the state level and the National
Consumer Disputes Redressal Commission at the national level.
 District Forum- Each district has a District Forum consisting of three
members out of which one is President who has been qualified to be a
District Judge. Also, one of the members shall be a woman. It entertains
complaints where the value is up to Rs.20 lakhs.
 State Commission- Each state has one State Commission which also
consists of three members out of which one shall be a woman. The
President of this commission is someone who is or has been a Judge of a
High Court. It entertains complaints with a value above Rs.20 lakhs up to
Rs.1 crore.
 National Commission- It is located in New Delhi and has at least 4
members, one of whom shall be a woman. It consists of a President who is
or has been a Judge of the Supreme Court. It entertains complaints for
value of claim exceeding Rs.1 crore.

 Advertising Standard Council of India

o The Advertising Standard Council of India (ASCI) is a voluntary, self-
regulatory council established in 1985 to promote responsible advertising and to
enhance public confidence in advertisements.
o The advertising of medicines is controlled by the code of ethics framed by the
Indian Board of Alternative Medicines and is as follows, among others-
 A practitioner should not attempt to advertise him or herself in any way
except by the legitimate means of proficiency in his or her work and by
skill and success in his or her practice.
 A medical journal advertisement must be as simple and direct as possible.
Every advertisement shall be ‘run on’, without spacing and without
display. The type shall be that ordinarily used for articles.
o The primary regulatory body responsible for issuing advertising regulations and
enforcing rules on advertising is the ASCI.
o In addition to the ASCI, courts can be approached on issues of consumer
interest, disparagement, false claims, intellectual property violations or moral
grounds.
o Courts have a judicial role and their orders are binding, while the ASCI is more
akin to a regulator that would recommend alterations or amendments to, or the
removal of, adverts, but would not, for example, pass any damages or injunction
relief or rendition of accounts.
o The scope of powers of the ASCI has been enhanced. It has been given the power
to adjudicate upon matters concerning infringement and passing-off in an
advertisement.

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 (1) Agreement between the company and advertising agency

ADVERTISING AGREEMENT

THIS AGREEMENT executed on this 10th day of March of 2020 between:

Jubilant Life Sciences Limited, a company incorporates under the Companies Act, 2013 and
having its registered office at Bhartigram, Gajraula, Distt. Amroha – 244223, Uttar Pradesh,
India herein after referred as “the Company”

And

M/s AB Advertising Agency, a partnership firm registered under the Partnership Act, 1932 and
having its registered office at …… herein after referred as “the Agency”.

WHEREAS the Company is manufacturer of various pharmaceuticals referred to as “the said

products” and desirous to engage the services of an advertising agency for the purpose of
advertisement of their products in India and abroad.

AND WHEREAS the Agency has agreed to act as advertising agents for the company on the
terms and conditions hereinafter mentioned.

NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.  The company appoints the Agency to advertise the said products in the newspapers,
magazines, journals, television or public hoardings as may be determined by the parties.

2.  The Agency shall submit the estimate of cost and method and period of the advertisement
to the company and after the said estimate and methods of advertisements is approved by
the company in writing, the advertisements will be released to the concerned newspapers,
magazines, television centre, etc.

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 3.  The Agency shall be responsible for preparing all the material for advertising, publicity
including art work, photography, cinematography, documentary films, drawing,
engraving, advertising writing, preparation of video films for T.V. advertisements and
video magazines and if the said works are got done by the Agency at its own office with
the help of its employees, the company shall pay for the same at the market rates and
settled between the parties. If the said works are got done through outside agencies, the
company shall pay all expenses incurred by the Agency for getting the work done
through outside agencies.

4.  The company shall pay to the Agency ……………. per cent above the cost and other
expenses incurred by the Agency in this behalf as its commission.

5.  The Agency will be responsible for advertising the said products in India and other
countries of the world, wherever the said products are exported or the company proposes
to export its products.

6.  Whenever the company manufactures any new product and launches the same in the
market for sale, the Agency shall undertake special advertisement campaign for the said
new product in consultation with the company.

7.  The Agency will not act as Advertisement Agent of any company/person, who is
manufacturing similar products and who are competitors of the company.

8.  The company shall Endeavour to keep the agency with sufficient funds to pay the
expected charges for advertisement.

9.  All disputes between the parties hereto arising out of this Agreement or in relation thereto
or regarding the interpretation of this Agreement, shall be referred to an arbitrator
appointed by the Indian Council of Arbitration, New Delhi and the provisions of the
Indian Arbitration and Conciliation Act, 1996 or any statutory modification thereof shall
be applicable to such reference.

IN WITNESS WHEREOF the parties hereto have signed this Agreement on the day and year
first above written.

WITNESSES

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1. The Company

For ………………… Ltd.

(………………………)

Director

2. The Agency

For …………………. Agency

(………………………)

Partner

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 (2) Agreement between the company and distributors

DISTRIBUTORS AGREEMENT

THIS AGREEMENT is made and effective as of 10th March, 2020 by and between
Jubilant Life Sciences Limited (the Company), with an address located at Bhartigram,
Gajraula, Distt. Amroha – 244223, Uttar Pradesh, India and XYZ Distributors (the
Client), with an address located at ……

The parties intending to be legally bound, agree as follows:

1. Subject to the terms and conditions of this Distributor Agreement, Company hereby
appoints and grants Distributor the exclusive right to sell and distribute the Products
to customers located in the Territory (the “Customers”) and to render other services
as a distributor for Company as set forth herein.
2. Distributor may appoint sub-agents, sub-distributors, sub-representatives or other
persons to act on Distributor’s behalf or to otherwise perform any of Distributor’s
obligations under this Agreement within the Territory; provided that (i) any
compensation to such sub-agent, sub-distributor, sub-representative or other person to
act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations
shall be solely Distributor’s responsibility, and (ii) such appointment does not deprive
Company of the essential rights to which it is entitled under this Agreement. Any
agreement with such sub-agent, sub-distributor, sub-representative or other person
shall not extend beyond the term of this Agreement.
3. Distributor is an independent contractor and is not and shall not be deemed to be an
employee, legal representative, dealer, general agent, joint venture or partner of

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 Company for any purpose. Distributor acknowledges that Company has not granted it
any authority to make changes to Company’s terms and conditions of sale, grant any
warranties in excess of those extended by Company.
4. Orders shall be made with Company. Company understands that its timely acceptance
of orders from Distributor hereunder is an important element of this Agreement.
Company shall have 08 business days after its receipt to accept (or reject for a
legitimate business reason) any order submitted by Distributor. 
5. Distributor agrees that it will diligently perform the services and obligations detailed
in this Agreement. The operations of Distributor are under its sole and exclusive
control, including without limitation supervision of, and liability for expenses
incurred with respect to, employees. The Distributor will use best reasonable efforts
to distribute the Products in the Territory.

6. In addition to any other responsibilities stated in this Agreement, Company will:

a. provide, at Distributor’s reasonable request and without charge, up to 10 hours of

training with regard to any characteristics of the Products that Distributor deems
reasonably necessary for Distributor and its employees and agents to fulfill the
purposes of Distributor’s appointment,

b. provide to Distributor, without charge, reasonable quantities of promotional

literature, brochures and commercial and technical information regarding the
Products;

c. provide sales support and technical training to Distributor and its personnel as
deemed reasonably appropriate by Company.

7. As used herein, the term “Proprietary Information” means any information, technical
data, or know-how (including, but not limited to, information relating to products,
software, services, development, inventions, processes, techniques, customers,
pricing, internal procedures, business and marketing plans or strategies, finances,
employees and business opportunities) disclosed by one Party (the “Disclosing

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 Party”) to the other (the “Recipient Party”) either directly or indirectly in any form
whatsoever, including, but not limited to, in writing, in machine readable or other
tangible form, orally or visually.
8. Either Party may terminate this Agreement prior to its expiration upon the occurrence
of either of the following: (i) the other Party becomes insolvent, or institutes (or there
is instituted against it) proceedings in bankruptcy, insolvency, reorganization or
dissolution, makes an assignment for the benefit of creditors or becomes nationalized
or has any of its material assets confiscated or expropriated; or (ii) the other Party (in
this case, the “breaching Party”) fails to perform any of its obligations hereunder and
fails to correct such failure within 15 calendar days after receiving written demand
therefore from the non-breaching Party, specifying the failure in sufficient detail for
the breaching Party to correct such failure; provided, however, that upon a second
breach of the same obligation by such Party, the other Party may forthwith terminate
this Agreement upon notice to the breaching Party.

IN WITNESS WHEREOF the parties hereto have signed this Agreement on the day and year
first above written.

WITNESSES

1. The Company

For ………………… Ltd.

(………………………)

Director

2. The Distributor

For ………………….

(………………………)

Partner

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 (3) Agreement between the company and co-promoter

CO-PROMOTION AGREEMENT

THIS AGREEMENT, dated March 10, 2020, is entered into by and between Jubilant Life
Sciences Limited and PQR Inc.

WHEREAS, Jubilant Life Sciences Limited develops and manufactures pharmaceuticals,

drug discovery solutions, life sciences ingredients and India branded pharmaceuticals,

WHEREAS, PQR Inc. has significant experience in the marketing and promotion of
prescription pharmaceutical products,

AND WHEREAS, each of Jubilant and PQR wish to collaborate with the other on the
terms and conditions set forth herein to optimize the sales of the Product in the Territory.

NOW, THEREFORE, in consideration of the mutual covenants contained in this

Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree
as follows:

1. Jubilant hereby grants to Co-Promotion Partner, on an exclusive basis together with

Jubilant, the right to promote the Product in the Territory during the Term and the
right to provide other Co-Promotion Partner services, upon and subject to the terms
and conditions set forth in this Agreement.

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2.Except for the use of the Jubilant Trademarks in labelling, package inserts, Product
monographs and packaging for Products, and the Jubilant Trademarks and the Co-
Promotion Trademarks in Marketing Materials, each party shall promote the Product
only under the Product Trademarks. Each party shall ensure that each use by it of the
Product Trademarks is accompanied by an acknowledgement that the Product
Trademarks are owned by Jubilant.
3.Co-Promotion Partner shall give Jubilant prompt notice of any infringement or
threatened infringement of any of the Product Trademarks or the Jubilant Trademarks
used in connection with the Product, and Jubilant shall give Co-Promotion Partner
prompt notice of any infringement or threatened infringement of any of the Product
Trademarks or the Co-Promotion Partner Trademarks used in connection with the
Product.
4.As between Jubilant and Co-Promotion Partner, Jubilant (and/or its Affiliates) shall
have the sole responsibility for the sale, manufacture, shipment, distribution,
warehousing, billing, order confirmation of the Product and for the collection of
receivables resulting from sales of the Product in the Territory, and for recording of
Product sales in its books of account.
5.Each of the parties agrees to make its sales representatives available for Product
training with respect to the marketing and sale of the Product.
6.Product training shall be carried out at a time which is mutually acceptable to the
parties. As additional members are added to the parties' respective sales forces
responsible for marketing the Product, training will be given to groups of the newly
added members. Each party shall decide where the Product training of its sales
representatives will occur and will absorb the costs of transporting, housing and
maintaining their respective personnel for such training.
7.For questions which Co-Promotion Partner and its professional sales representatives are
unable to answer concerning Product identification, Product ingredients or
stability/storage information, Co-Promotion Partner shall refer such questions to
Jubilant's Professional Services Department.

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 8.The parties hereto recognize that it is in the best interests of both parties to maximize
the sales of the Product in the Territory and to coordinate the activities of both parties
with respect to the promotion of the Product in the Territory.

IN WITNESS WHEREOF the parties hereto have signed this Agreement on the day and year
first above written.

WITNESSES

1. The Company

For ………………… Ltd.

(………………………)

Director

2. The Co-Promoter

For ………………….

(………………………)

Partner

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HUMAN RESOURCE

Job Role:

 My primary role being Human Resource Manager at Jubilant Life Sciences Limited is to
ensure productivity enhancement, higher employee retention and overall growth of
organization through talent management, succession planning and building strong teams
at workplace thereby enhancing workforce capabilities.
 In order to institutionalize the primary objective, my job is to deploy Performance
Management System (PMS) through 360 feedback and Development Centers.
 Being the HR Manager, my job is to facilitate building and maintenance of Human
Resource Integrated System (HRIS) which in turn provides a common platform for
Performance Management System (PMS) , Career Management and Succession Planning
& Profiles Management globally.
 Apart from above functions, I am also entrusted with the responsibility to create a control
environment within an organization in order to ensure maximum compliance with the
organization ‘Code of Conduct’ thereby acting as ‘Torch Bearer of Corporate ethics’.

Other Basic Functions include facilitation of following processes:

 Recruitment and selection: The process includes attracting and selecting best talent by
conducting preliminary interviews, employment tests (oral, written and psychological
tests) and comprehensive interviews.
 Employee Background Investigation (Post interview is cleared) and Medical Check.
 Training & Development: The process includes conducting various training and
development programs aimed at bettering the performance of individuals and groups in
organizational setting.
 Payroll and Compensation Management
 Promotion and Performance appraisal

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  HR Accounting: It consists of keeping record of all expenses incurred towards training
and development of employees through various programs, and any other expenses
incurred directly towards the welfare of employees.
 Obtaining Employee Feedback

List of Acts, Rules & Regulations need to be complied with:

 Sexual Harassment (Prevention, Prohibition & Redressal) Act, 2013

 The Factories Act, 1948
 The Employees Provident Fund Act, 1947
 The Maternity Benefit (Amendment) Act, 2017
 The Payment of Gratuity Act, 1972
 The Industrial Disputes Act, 1947
 The Payment of Bonus Act, 1965
 The Employee State Insurance Act, 1948
 Child Labor Regulations

Specific Compliance Action:

1. Sexual Harassment (Prevention, Prohibition & Redressal) Act,2013

The act applies to all employers (viz. individuals, partners, LLPs or companies) in India
irrespective of the size, scale, nature of industry or location. It covers sexual harassment
at the workplace for women employees.
Following are compliances under the Act:
 Constituting an Internal Complaints Committee (ICC) under the Act.
 As per Sec 4(2) of the Act, the Presiding Officer of the ICC should be a senior
employee of the organization and two other members from the employees who
have awareness in gender issues or social work or committed to the cause of
women or have legal knowledge.

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  The ICC needs to have external representation from an NGO or a Lawyer or
someone with experience in such area.
 Half of the total members of the committee should be women.
 Drafting Sexual Harassment Policy and approval of same by the board.
 Conducting meetings of the ICC as and when required.
 To conduct awareness programs for the employees in accordance with the Act.
 Filing of Annual return under the Act.
 Investigation of complaints made to the committee and taking corrective action
accordingly as mentioned under the Act.
 Reporting the complaints received and disposed off in the Board’s report along
with Annual financial Statements.
 Non-Compliance will lead to penalty of Rs.50,000/- or cancellation of business
license.

2. Factories Act, 1948

The Factories Act, 1948 is a social act, passed to strengthen the position of workers who
are working in the factories across the country. This Act is applicable to all factories
which have employed 10 or more than workers on any day of the preceding 12 months,
engaged in manufacturing process being carried out with the aid of power or twenty or
more than twenty workers are employed in manufacturing process being carried out
without the aid of power.
Some of the important provisions of the act are:
 Working Hours: According to the provision of working hours of adults, no adult
worker shall be required or allowed to work in a factory for more than 48 hours in
a week. There should be a weekly holiday.
 Health: For protecting the health of workers, the Act lays down that every factory
shall be kept clean and all necessary precautions shall be taken in this regard. The
factories should have proper drainage system, adequate lighting, ventilation,
temperature etc. Adequate arrangements for drinking water should be made.

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 Sufficient latrine and urinals should be provided at convenient places. These
should be easily accessible to workers and must be kept cleaned.
 Safety: In order to provide safety to the workers, the Act provides that the
machinery should be fenced, no young person shall work at any dangerous
machine, in confined spaces, there should be provision for manholes of adequate
size so that in case of emergency the workers can escape.
 Welfare: Facilities for storing and drying clothing, facilities for sitting, first-aid
appliances, shelters, rest rooms’ and lunch rooms, crèches, should be there. In
addition to this adequate and suitable facilities for washing should be provided.
 Non-compliance can lead to imprisonment for a term which may extend to one
year or a fine which may extend to Rs.1,00,000/- or both.

3. The Payment of Bonus Act, 1965

The Act is applicable to every factory wherein 10 or more persons are employed with the
aid of power or an establishment In which 20 or more persons are employed without the
aid of power on any day during an accounting year.

Following are important provisions of the Act:

 Only those employees who are drawing salary or wages up to Rs.21,000/- per
month and those who have worked for a minimum period of 30 days in a year are
entitled to receive bonus – Sec2(14) & Sec 8 of the Act.
 An employee shall not be eligible for bonus if he has been dismissed on account
of fraud, riotous or violent behavior while on the premises , theft ,
misappropriation or sabotage of any property of the establishment , any
misconduct that has caused financial loss to the employer.
 As per Section 10 of the Act, the employer is bound to pay to his employees
every year a minimum bonus of 8.33% of the salary or wage or Rs. 100.00,
whichever is higher, whether the establishment has any allocable surplus or not.

23
 As per Section 11 of the Act, when in any year the allocable surplus exceeds the
amount of minimum bonus payable to the employees, the maximum bonus
payable by the employer to his employees in that year is 20% of the salary or
wage.
 For the purpose of computation of bonus to be paid to employees, salary or wage
includes only basic salary and dearness allowance thereby excluding all other
allowances such as House Rent Allowance, overtime Allowance, etc.-Sec2(21) of
the act.
 If an employee is getting a salary or a wage not exceeding Rs.21,000/- per month,
the bonus payable is to be calculated on Rs.7,000/- or the actual wage or salary of
the employee, whichever is higher. – Sec12 of the Act.
 Bonus payable under the Act is linked with profits. The employer has to calculate
"gross profits" of his establishment in the manner specified in section 4. Then,
from "gross profits" so calculated the employer has to deduct the sums referred to
in section 6 as prior charges – Depreciation, development allowance, direct tax
computed in accordance with Section 7, etc. The balance is called "available
surplus".
 In case employer being a company , other than banking company , which has not
made the arrangements prescribed under the Income-tax Act for the declaration
and payment within India of the dividends payable out of its profits in accordance
with the provisions of section 194 of that Act, sixty-seven per cent of the
available surplus in an accounting year will be termed as ‘allocable surplus’. In
any other case 60 percent of ‘available surplus’ will be ‘allocable surplus’.
 Where, in respect of any year the allocable surplus exceeds the amount of
minimum bonus payable to the employees, the employer must pay to every
employee in respect of that year bonus in proportion to the salary or wage earned
by the employee during the year subject to a maximum of twenty percent of such
salary or wage.
 Where for any year the allocated surplus exceeds the amount of maximum bonus
payable to the employees, then, the excess shall be carried forward for being set

24
 on in the succeeding year and so on to be utilized for the purpose of payment of
bonus.
 If there is no dispute about payment of bonus, bonus must be paid within a period
of 8 month from the close of the accounting year.
 Non-compliance may lead to imprisonment up to 6 months, or with fine up to Rs
1000/- or with both.

Forms and Register under the Act:

 Form A - Computation of the Allocable surplus

 Form B - Set-on and Set-off of Allocable surplus
 Form C - Bonus paid to employees
 Form D - Annual Return - Bonus paid to employees

REGULATORY AUTHORITIES AND COURTS FOR REDRESSAL:

 For redressal of the sexual harassment cases, it will first go to the court of that
district in which company’s head office is registered in
 For the cases related to, The Payment of Bonus Act 1965, it has usually been
seen that the cases are being fought in high court of the state in which the
company is situated
 For the cases related to the violation of the Factories Act, it has usually been seen
that the cases are being fought in high court of the state in which the company is
situated.

DRAFT OF CONTRACTS

Employment Contract for recruitment of employee:

 This contract, dated on the 20th day of March in the year 2020, is made between
Jubilant LifeSciences Limited (herein after known as employer) having registered
office at Bhartiagram, Gajraula, Distt. Amroha - 244223, Uttar Pradesh, India

25
 and Mr. Jaideep Singh (herein after known as employee), who resides at 10-2-
276, Bharat Apartments, Himayat Nagar, Hyderabad-500029.
 Under this Contract the Employer desires to retain the services of the Employee,
and the Employee desires to render such services, these terms and conditions are
set forth.

IN CONSIDERATION of this mutual understanding, the parties agree to the following terms and
conditions:

1. Employment
The Employee agrees that he or she will faithfully and to the best of their ability carry out the
duties and responsibilities communicated to them by the Employer. The Employee shall comply
with all company policies, rules and procedures at all times.

2. Position
As a ‘junior accountant’ it is the duty of the Employee to perform all essential job functions and
duties. From time to time, the Employer may also add other duties within the reasonable scope of
the Employee’s work.

3. Compensation
As compensation for the services provided, the Employee shall be paid a salary of Rs.25000/-
per month and will be subject to a quarterly performance review. All payments shall be subject
to mandatory employment deductions (TDS, EPF, Professional Tax, etc.

4. Benefits

26
The Employee has the right to participate in any benefits plans offered by the Employer. The
employer currently offers Employee Stock Option Plans (ESOPs). Access to these benefits will
only be possible after the probationary period has passed.

5. Probationary Period
It is understood that the first 60 days of employment constitutes a probationary period. During
this time, the Employee is not eligible for paid time off or other benefits. During this time, the
Employer also exercises the right to terminate employment at any time without advanced notice.

6. Paid Time Off

Following the probationary period, the Employee shall be eligible for the following paid time
off:

 15 vacation days per annum

 15 sick leave days per annum
 Bereavement leave may be granted if necessary.

The employer reserves the right to modify any paid time off policies.

7. Termination
It is the intention of both parties to form a long and mutually profitable relationship. However,
this relationship may be terminated by either party at any time provided a 60-day written notice
is given in advance.

The Employee agrees to return any Employer property upon termination.

8. Non-Competition and Confidentiality

As an Employee, you will have access to confidential information that is the property of the
Employer. You are not permitted to disclose this information outside of the Company.

27
During your time of Employment with the Employer, you may not engage in any work for
another Employer that is related to or in competition with the Company. You will fully disclose
to your Employer any other Employment relationships that you have and you will be permitted
to seek other employment provided that (a.) it does not detract from your ability to fulfill your
duties, and (b.) you are not assisting another organization in competing with the employer.

It is further acknowledged that upon termination of your employment, you will not solicit
business from any of the Employer’s clients for a period of at least 365 days from the date of
termination.

9. Entirety
This contract represents the entire agreement between the two parties and supersedes any
previous written or oral agreement. This agreement may be modified at any time, provided the
written consent of both the Employer and the Employee.

10. Legal Authorization

The Employee agree that he or she is fully authorized to work in India and can provide proof of
this with legal documentation. This documentation will be obtained by the Employer for legal
records.

11. Severability
The parties agree that if any portion of this contract is found to be void or unenforceable, it shall
be struck from the record and the remaining provisions will retain their full force and effect.

12. Jurisdiction
Any dispute arising under these terms and conditions shall be subject to jurisdiction of Allahabad
High Court.

28
 In witness and agreement whereof, the Employer has executed this contract with due process
through the authorization of official company agents and with the consent of the Employee,
given here in writing.

___________________________________ ___________________________

Employee Signature Date

___________________________________ ___________________________

Company Official Signature Date

Employee Non-Disclosure Contract

FOR GOOD CONSIDERATION, and in consideration of being employed by Jubilant

LifeSciences Limited (herein after known as employer) having registered office at Bhartiagram,
Gajraula, Distt. Amroha - 244223, Uttar Pradesh, India (Company), the undersigned employee
hereby agrees and acknowledges:

1. That during the course of my employment there may be disclosed to me certain trade secrets
of the Company; said trade secrets consisting but not necessarily limited to:

(a) Technical information: Methods, processes, formulae, compositions, systems, techniques,

inventions, machines, computer programs and research projects.

(b) Business information: Customer lists, pricing data, sources of supply, financial data and
marketing, production, or merchandising systems or plans.

29
2. I agree that I shall not during, or at any time after the termination of my employment with the
Company, use for myself or others, or disclose or divulge to others including future employees,
any trade secrets, confidential information, or any other proprietary data of the Company in
violation of this agreement.

3. That upon the termination of my employment from the Company:

(a) I shall return to the Company all documents and property of the Company, including but not
necessarily limited to: drawings, blueprints, reports, manuals, correspondence, customer lists,
computer programs, and all other materials and all copies thereof relating in any way to the
Company's business, or in any way obtained by me during the course of employ. I further agree
that I shall not retain copies, notes or abstracts of the foregoing.

(b) The Company may notify any future or prospective employer or third party of the existence
of this agreement, and shall be entitled to full injunctive relief for any breach.

(c) This agreement shall be binding upon me and my personal representatives and successors in
interest, and shall inure to the benefit of the Company, its successors and assigns.
Signed this 20th day of  March, 2020.

EMPLOYEE:

_______________________________
Employee
Jaideep Singh
Printed Name

COMPANY:

30
_______________________________
Signature
Praneet Kapooria , HR Manager , Jubilant LifeSciences Limited.
Printed Name and Title

Contract between Recruiting Agency and Jubilant LifeSciences Limited.

This agreement, dated on the 20th day of March in the year 2020, is made between Jubilant
LifeSciences Limited (herein after known as company) having registered office at Bhartiagram,
Gajraula, Distt. Amroha - 244223, Uttar Pradesh, India and Professional Manpower Consultants
(herein after referred as “the agency”), located at 10-2-276, Bharat Commercial Complex,
Himayat Nagar, Hyderabad-500029.

Scope of Services

Based on the requirements of the Company for various positions, the Agency will identify
appropriate persons through either any one or a combination of means such as external
advertising, in house search of existing data bank and headhunting. After in house assessments of
the relevant skills and interviews, the Agency will send resumes of short-listed appropriate
candidates to the Company for their review. Based on the Company’s input, the Agency would
arrange for interviews with Company personnel.

To facilitate the above the Company will: -

 For all positions, define and provide the Agency, recruitment criterion for each of the job
family.
 Designate an Executive who would be a person of authority, to facilitate day-to-day
coordination.
 Provide a day’s induction to the Agency team designated to the account, to observe the
interviews and understand the job/ process requirements.
31
  Allocate one day of the week, for a detailed feedback on the candidates forwarded by the
Agency to the Company during that week.
 Provide the Agency a quarterly rolling plan of their staffing requirements, along with the
job specifications at the beginning of every month.
 Treat all information regarding technology, tests, processes etc. in strictest confidence.

Fees

Upon selection of the candidate recommended by the Agency, the Company will pay the Agency
for the services rendered along terms as follows:

 8.33 % of Gross Annual Compensation for Junior Level Employee

 12% of Gross Annual Compensation for Medium Level employee
 20% of Gross Annual Compensation for Senior Level Executive

Gross Annual compensation would cover the employee’s total cost to company including Basic,
HRA/CLA, Fixed Allowances, LTA, Medical, Car related reimbursements, Retirals, Assured
Performance Bonus. It would not include any component of a Variable nature such as Company
Bonus/Ex-gratia and Variable Performance Incentives that may be decided by the management
from time to time.

Taxes and levies if any shall be extra.

On selection, the Company must give the Agency a complete breakup of the compensation
offered to enable the Agency to bill the Company (shall be kept in strict confidence). In case
some of the profiles are not short listed, the Company will return the CVs to the Agency.

All payments are to be made, after deduction of the applicable tax deduction at source, within 30
days of the Agency raising the invoice after the candidate joins the company, by way of an
account payee cheque in favor of the Agency.

32
All requisitions and requests and other work-related communication from the company would be
in writing.

Unless otherwise agreed in writing, the company will not hire or solicit the employment of the
agency’s personnel without mutual consent during the period of agreement and six months
thereafter for themselves.

In case of a breach of contact the company would be liable to pay the agency three months cost
to company of the person.

In case any employee recruited through the Agency leaves the Company within 3 months of
having been recruited, the Agency shall then recruit a new employee to fill such a position and
for the same, the Agency shall incur the complete cost of such recruitment.

Confidentiality

Both the agency and the company shall at all times keep the information provided by each other
in complete confidence.

For _____________ For ________________

Authorized Signatory Authorized Signatory

Date: ____________

33
Operations

The company does not have an operations department as such. Instead there are two departments
which can be considered under the operations domain visa vi: Production and Supply Chain
Management. Below are the details for the post of Production Manager and Supply Chain
Manager.

Job Role (Production Manager)

As Production Manager at Jubilant Life Science Ltd., my objective is to execute the

manufacturing of API through the various stages of manufacturing as per the production plan in
a manner so as to ensure compliance to quality, safety & regulatory requirements & maintaining
the cost within the budget. My key responsibilities are:

 Execute production as per plan

 Preparation of SOPs
 To maintain the yield of products in specified limits at various stages of process
activities
 On line verification of cleaning area/ equipment and completion of Logs
 On line monitoring of environment conditions and completion of Logs
 To comply cGMP standard during the entire process activity
 Manufacturing of products as per cGMP
 On line completion of tooling and sieve records
 On line completion of batch process records
 To maintain the process facility as per the regulatory norms
 Job allocation to technician and monitoring the work done.

34
  To execute equipment qualification.

Job Role (Supply Chain Manager)

As Supply Chain Manager my role helps create and support sustainable Product category
Procurement that delivers both short and medium term value to both the business and
shareholders. A key part of my role is to integrate the current purchasing teams into a functional,
streamlined and first class Purchasing team to ensure the Supply Chain strategy is fully
implemented and measured. My key responsibilities are:

 Develop strong relationships with key stakeholders, including Business Head, Plant
Head, R&D Head, SCM team, Regulatory teams of US and EU. Project Management
teams, Planning team, Business development and IP team.
 Develop strong relationships with Suppliers and Distributors and establish effective
measurement criteria for performance review and continuous improvement.
 Work closely with the Finance Teams to ensure that the financial impact of any activity is
captured
 Ensure all Purchasing data is robust, relevant and communicated internally in a timely
manner.
 The successful candidate will have experience of strategic Supply Chain Management in
a variety of categories, ideally gained within a complex international business (i.e.
multiple sectors, multiple markets and multiple countries).
 Used to working as part of a team and dealing with a large number of suppliers
 Knowledge of relevant commercial legislation with a thorough understanding of the end
to end Purchasing and Supply Chain process
 Creation of Purchasing and Supply Chain strategies from formulation through to
implementation
 Articulates business priorities within a 3-5 year horizon and translates group strategies
into business or functional strategies for own area of responsibility.

35
  Challenges the status quo and clearly articulates what needs to be changed. Transforms
and aligns the organization through people and processes to drive for sustainable
improvement
 Creates a clear sense of team identity. Focuses on aligning and building effective teams
across functions and geographic areas. Delegates decision making to the correct level
within the organization. Provides feedback and coaching to team members for
development
 Creates partnerships at group/international level. Shares best practices across the business
and adopts and implements best practices developed by others within the group

List of Acts , Rules & Regulations

 Chemical Weapons Convention Act, 1986

 Environment (Protection) Act, 1986
 Explosives Act, 1884
 Food Safety & Standards Act, 2006
 Indian Explosives Act, 1884
 Petroleum Act, 1934
 Uttar Pradesh Plastic and other Non-Biodegradable Garbage (Regulation) Act, 2000
 Electricity Act, 2003
 U.P Sheera Niyantran Niyamavali, 1974
 U.P. Electricity (Duty) Act, 1952
 Essential Commodities Act, 1955
 Indian Boilers Act, 1923
 Industries (Development and Regulation) Act, 1951
 Legal Metrology Act, 1988
 Public Liability Insurance Act, 1991

36
Specific Compliance Action

The Environment (Protection) Act of 1986

The Environment Protection Act, ,1986 (EPA) was passed with the following objects:

 It was enacted to implement the decisions which were made at the United Nation
Conference on the Human Environment held at Stockholm in June 1972.
 Creation of authority for government protection.
 Coordinating the activities of various regulating agencies which is done under the
existing law.
 The main task is to enact general laws for environmental protection, which could be
unfolded in areas of severe environmental hazards.
 Providing deterrent punishment to those who inculcate in endangering the human
environment, safety and health.
 The main goal for the environment should be sustainable development and it can be
regarded as one of the goals for Environment Protection Act, 1986.
 Sustainable development includes achieving the object and the purpose of the act as well
as the protection of life under Article 21 of the Indian Constitution.

The Environment (Protection) Rules, 1986

The rules of Environment protection came into force on 19th November 1986 and these
rules provide for the following:
 The standards of quality of air, soil and water for various areas and purposes of
environment.
 The standard set up to know about the limits of the environmental pollutants.
 Rules include the procedure and safeguards needed to handle the hazardous substance.
 Restrictions and some prohibitions on handling the hazardous substances in different
areas and premise
 The procedures and safeguards required for the prevention of accidents which may cause
environmental pollution and also the remedies for it.
 The prohibition and restrictions possessed on the location of industries in different areas.

37
Prevention, Abatement and Control of Environment Pollution

Section 7  of the Environment Protection Act 1986 suggest that no person in the country
shall be carrying any of the activity or operation in which there is a large emission of
gases or other substances which may lead to excess environmental pollution.
Section 7 of the act also provides certain standards that ought to be maintained in which it
is a must that no person is allowed to damage the environment and if a person is found
guilty for causing damage to the environment by polluting the pollution pay principle. He
can be asked for the ‘exemplary damages’ if he is found guilty of damaging the
environment.
Section 8 provides that any person who is handling the hazardous substance needs to
comply with the procedural safeguards. If the emission is to a very large extent or is
apprehended through an accident, the person responsible for it is obliged to mitigate from
that place in order to reduce the environmental pollution. He is also required to give an
intimation to the higher authorities regarding the same and for that one receipt of
remedies shall be required to prevent or to mitigate the environmental pollution. In
subsection (1), it is also provided that if a person wilfully delays or obstructs the person
designated by the central government, he will be charged guilty under this act.

Procedure to be followed for the legal proceeding under the EPA

The following procedure needs to be followed for the legal proceedings.

 The notice must be delivered to the occupier or his agent and it must indicate the
intention or the analysis of the issue of a particular case.
 Samples of the extent of pollution to be checked must be taken in the presence of the
occupier or the agent.
 The sample should be sent directly to the laboratory without any delay in the process.
 The sample should be kept in a container with a label on it and it should have the
signature of both the occupier party and the person taking the sample.

38
 The central government must recognise at least one or two laboratories under this act and
the report of analysis can be used as evidence of the facts stated in any procedure done
under this act.

Penalty for the Contravention of Rules and orders of this Act

As it was stated earlier that the most important goal of the environmental protection act is
to provide for the punishment of the offence of endangering the human environment,
safety and health.

Section 15 states that any person who is not complying to the provisions stated in this act
and its failure or contravention will make him liable and punishable as the following:

 In terms of imprisonment up to the extension of the time span of five years.

 With fine which may extend to the term of one lakh rupee.
 Or the liable person has to deal with both of the punishments.
 If the contravention of the offence that continues for one year, the punishment can extend
up to seven years.

Section 24  a provision that if any offence is punishable under the Environment Protection
Act and also under other Act, then the person shall not be liable under the Environment
Protection Act, 1986. This particular section reduces the punishment extent as other Act
includes lesser punishment.

Offences by the Companies and the Governmental Departments

Section 16 of the Environmental Protection Act, 1986 explains the principle of vicarious

liability of the In charge person such as directors, Managers and secretary etc for if the
offence is committed by any company.

He is not held liable for the following:

1. If the offence is committed without his knowledge.

39
 2. If he has taken diligent care to prevent the commission of the offence.

There cannot be a liability on his part if he proves the following.

1. That the offence was committed without his knowledge.

2. If he has exercised the diligent care to prevent the commission of any offence.

Bars to the Jurisdiction

The Act has barred the civil court to entertain any proceedings in respect of any action
taken by the central government. Most of the cases in India, pertaining to Environmental
Law have to come before the courts in the form of Public Interest Litigation (PIL) and
can be filed in High Courts and Supreme Courts. 

Legal Metrology Act, 2003

Legal metrology” means that part of metrology which treats units of weighment and
measurement, methods of weighment and measurement and weighing and measuring
instruments, in relation to the mandatory technical and legal requirements which have the
objects of ensuring public guarantee from the point of view of security and accuracy of
the weighments and measurements.
The Legal Metrology Act, 2009 (1 of 2010) was implemented with effect from 1st April,
2011 the preamble of the act is as follows:
 An act to establish and enforce standards of weights and measures, regulate trade and
commerce in weights, measures and other goods which are sold or distributed by weights,
measure or number and for matters connected therewith or incidental thereto”.

40
 As per section 57(1) of the Act the standards of weights and measures Act, 1976 and the
Standards of weights and measures (Enforcement) Act, 1985, is hereby repealed.

The salient feature of the Act is as follows:

 Every unit of weight or measure shall be in accordance with the metric system based of
the international system of units.
 The base of unit of—–
1. length shall be the metre
2. mass shall be the kilogram;
3. time shall be the second;
4. electric current shall be the ampere;
5. thermodynamic temperature shall be the Kelvin;
6. luminous intensity shall be the candela; and
7. amount of substance shall be the mole.
 The specification of the base units mentioned in sub-section (1), derived units and other
units shall be such as may be prescribed.

Explosives Act 1884

Minerals and Mining (Explosives) Regulations, 2012

Regulation 1—Chief Inspector of Explosives and Inspectors of Explosives the Chief

Inspector of Mines is the chief inspector of explosives, and the inspectors of mines are the
inspectors of explosives for the purposes of administering and enforcing these Regulations.

Regulation 3—Powers and duties of an inspector (1) For the purposes of these Regulations,
the Chief Inspector or an inspector may in respect of a mining activity

(a) enter, inspect and examine at any time a magazine, building, factory, plant, vehicle and
blasting site where explosives and substances for the manufacture of explosives are kept or
used; (b) inspect security arrangements at the site, magazine or place;

41
Regulation 4—Reporting of accidents and incidents

(1) A manager shall within forty-eight hours after an accident or incident involving
explosives report the accident or incident by means of telephone, facsimile or any other
appropriate method of communication to the nearest Inspector and police station and shall
within seven days of the incident confirm the report in writing, stating full particulars of the
incident to the Chief Inspector.

(2) A person shall not interfere with a site, where an accident or incident involving
explosives has occurred, with or without the permission of an Inspector.

(3) Despite sub regulation (1), a manager shall report an accident or incident within twenty-
four hours after the occurrence of the accident or incident if the accident or incident

(a) results in significant loss of containment which causes injury or damage, or concern in the
surrounding community;

(b) involves an unplanned explosion or fire, including precursors to fire in the form of
smoldering, overheating or source of ignition;

(c) involves explosives which are not on a company site but arise from the transport or
storage of raw materials, products, intermediates or wastes;

(d) involves contamination or pollution arising from the use or disposal of explosives; (e)
involves premature detonation; and (f) involves theft or attempted theft of explosives,
accessories and security sensitive ammonium nitrate.

(4) A manager shall report an accident or incident within one week after the occurrence of
the accident or incident if the accident or incident involves:

(a) product quality issues with potential downstream impact on safety, health or environment;

(b) illnesses or health effects attributed to explosives; or

(c) inappropriate disposal or destruction of explosives. 9

(5) A manager shall report in writing to the Chief Inspector within one month of its
occurrence, any event with no adverse outcome or relatively minor outcome that could have
had much more serious consequences.
42
Regulation 6—Management of explosives

(1) A holder of a mineral right in relation to which explosives are used and a manager shall,
in relation to the use of explosives under that manager's control, appoint a person with a valid
explosives manager's certificate as explosives manager.

(2) A manager shall ensure that activities that involve explosives, accessories or precursor
substances are

(a) managed by a certified explosives manager;

(b) carried out only by competent and certified persons; and

(c) carried out only if the licenses and permits required are in place.

(3) The appointment of competent persons does not relieve the holder of a mineral right or a
manager, of any personal responsibilities under these Regulations.

Regulation 9—Types of explosives operating plans A manager shall provide one or more of
the following relevant plans as is appropriate to the explosives activity to be carried out
under the control of the manager

(a) an explosives storage operating plan;

(b) an explosives transport operating plan;

(c) an explosive manufacturing operating plan;

(d) an explosive use operating plan;

(e) an explosives dealer operating plan; and

(f) a blasting firm operating plan.

Compliance:
EXPLOSIVES CERTIFICATE OF COMPETENCY FOR EXPLOSIVES MANAGERS

43
 EXPLOSIVES CERTIFICATE OF COMPETENCY FOR BLASTMAN: UNDERGROUND
OPERATIONS

EXPLOSIVES CERTIFICATE OF COMPETENCY FOR BLASTMAN: SURFACE

OPERATIONS

EXPLOSIVES CERTIFICATE OF COMPETENCY FOR EXPLOSIVES HANDLER:

TRANSPORT AND STORAGE

APPLICATION FOR PERMIT TO PURCHASE AND USE EXPLOSIVES

Application for Uttar Pradesh Fire License

The applicant needs to furnish the following documents along with the
application to obtain Uttar Pradesh fire license or fire safety certificate.

 Records of Rights
 Layout and Building Plan
 Google Map Image
 Certified Measurement Sheet / D.I.L.R
 Sanctioned Plan by Competent Authority (If applicable)
 Affidavit & Undertaking

 Power of Attorney (If Applicable)

 Notarized Form
 NOC from Appropriate Authority (If Applicable)
 Revenue Records (7/12, 6A Haqpatrak, NA)
 TP & DP part plan, Zoning Certificate, F- form

Step 1: The applicant needs to visit the Investor Facilitation Portal, Government of Uttar
Pradesh.

Step 2: If the applicant is new to Investor Facilitation Portal, you have

to click on new investor register button for registration.
44
Step 3: For registration, you have to fill Name, Mobile number, Mail ID,
Company name and Password. After providing details click on submit button.

Step 4: After registration, for login to the portal, click on ‘Login option from the home
page.

Step 5: In the new page you have to provide, username, Password and
Captcha. By clicking Login Now option, you will be redirected application
page.

Step 6: After login to the portal, you have to select “Fire NOC
Permission” and provide all mandatory details for application.

 Name of the Building

 Address of the building
 Name and Address of builder/developer/ organizer
 Plot area
 Number of floors
 Height from ground level to top ceiling/slab height
 Area of basement
 Occupancy use floor wise
 Number of risers
 Number of hydrant valves on floors
 Number of fire lifts
 The width of the staircase
 Number of fire pumps provided
 Fire rating of fire doors floor wise
 Type of ventilation

Step 7: After providing details in the application, the applicant needs to

upload all required documents as explained above.

Step 8: After uploading the documents click on the submit button. Fire

45
 Officer receives the application and scrutinizes the attachments.

Step 9: Fire officer sends his recommendation along with the application
to Chief Officer. Chief Fire Officer receives the request and scrutinizes the
documents.

Step 10: Inspection of premises or buildings will be conducted by Chief Fire Officer or
Designated Public Servant as per rules laid down in the Gujarat Fire Prevention and Life
Safety Measures within prescribed days from the date of receipt of the application.

Step 11: By inspection, recommendations for fire prevention and fire safety
measures will be given within the prescribed time limit from the date of
examination to the owner/occupier for basic implementation by him.

Step 12: The applicant (owner/occupier) needs to submit the

completed report after implementation of fire prevention and fire
safety measures and inspection.

Step 13: On receipt of the compliance report, Inspection of Fire Prevention &
Fire safety Measures Suggestion will be carried out by the chief fire officer
within prescribed days from the time of compliance report.

Step 14: Chief Fire Authority will approve and issue fire opinion and sent to
the Nodal Officer. After verifying the inspection report furnished by the
Chief fire authority, the Nodal officer will issue the Gujarat fire license or
fire NOC.

List of Contracts

 Service agreement for operation and maintenance of certain plant.

 Contract with labour supplier

46
  Contract for loading and unloading of goods
 Contract for packing of goods
 Confidentiality agreement with vendors / Service provider
 Contract with suppliers for long term supply of raw materials.
 Lease agreement for getting plant/ equipment on lease.
 Contracts with other service providers like housekeeping, horticulture, canteen, repairing
jobs, security services etc.
 Agreement for Annual Maintenance Services
 Agreement for Collection Transportation, Treatment, Storage and Disposal of Hazardous
Waste
 Agreement for Taxi Hiring
 Canteen Services Agreement
 Courier Services Agreement
 Manpower Supply Agreement
 Material Transportation Services Agreement
 Security Services Agreement
 Service Agreement.

AN AGREEMENT BETWEEN PURCHASER AND SUPPLIER

This Deed of Agreement is made and entered into on 1st March,2019
Between

Jubilant Life Sciences Ltd. Registered in Uttar Pradesh (Purchaser) and XYZ Pvt.
Ltd. Registered in Delhi (Seller)

NOW THIS DEED OF AGREEMENT WITNESS THE TERMS AND CONDITIONS AS

FOLLOWS:

The Agreement shall come into force immediately and shall remain valid till 31 st March, 2021 or
unless decided by both the parties. The purchaser reserves the right to change the delivery and

47
the supplier shall be responsible to deliver the goods at the new site, provided the supplier is
notified 1 month in advance about the change in delivery site. The transportation cost for
delivery at the new site will be decided by both the parties.

The quality and quantity of the materials shall be as per specification given by the purchaser as
well as samples submitted by the supplier and approved by the purchaser. The delivery of the
materials shall be made by the supplier at their own cost, management and responsibility.

The supplier shall be fully responsible for delivery of the materials in good condition at the
specified site and within 7 days of placing the order.

That the cost of supply of materials will be decided well in advance i.e., at the time of placing
order which will be on a phone call.

The purchaser reserves the right to change the quantity of items if they feel necessary.

That THE SUPPLIER shall indemnify THE PURCHASER in respect of all claims, damages,
compensation or expenses payable in consequence of any injury or accident caused by them i.e.
THE SUPPLIER.

That the custom duty, VAT or other Taxes and cost of transportation, or any other incidental
charges, if required in connection of the delivery of goods shall be borne by the supplier.

The Payment shall be made by the purchaser from in the form of bank deposit after the receipt of
goods by the purchaser within 25days of delivery.

If the supplier shall in any manner neglect or fail to carry on the work or performance of the
terms of the Agreement with due diligence or violates any of the terms of this Agreement the
purchaser shall be entitled to cancel The Agreement and demand damages.

If THE SUPPLIER fails to deliver the materials as per agreed Schedule, penalty will be imposed
by THE PURCHASER at the rate of (1%) of total contract value for each day of delay.

In case of dispute between purchaser and seller the dispute will be resolved by the sole arbitrator
who will be appointed by the mutual consent of both the parties. The decision of the sole
arbitrator shall be final and binding on both the parties

48
If any dispute arises in connection with or under this Agreement between the Parties hereto, the
matter shall be referred to Patiala house court, New Delhi.

This agreement can be amended only by the mutual consent of both the parties in presence of
two witnesses. In case any of the parties wish to terminate before the termination, date at least a
7 days’ notice shall be provided to other party for his consent

------------------ ------------------
SUPPLIER PURCHASER

TRANSPORTATION AGREEMENT
This contract represents an agreement between –
Jubilant Life Sciences Ltd. Registered in Uttar Pradesh
and
XYZ Transport Ltd., a Company registered under the Companies Act, 1956 having its
registered office at Delhi.
By signing this agreement, both parties are bound by all terms and restrictions herein.

(1) Jubilant Life Sciences Limited appoints XYZ Transport Ltd.as its sole transport and logistic
partner for a period of one year commencing from 20-03-2019 or transporting its products from
its warehouse at Mumbai to its customers situated in different cities of India.

(2) XYZ Transport Ltd. will arrange vehicle as per requirements from Jubilant Life Sciences
Limited. And should follow legal rules and regulations as per Indian Transportation Act.

(3) XYZ Transport Ltd. will provide information to and receive information from suppliers and
consumers. And will also help Jubilant Life Sciences Limited. In receiving payments from
consumers in case of Cash on Delivery.

49
(4) XYZ Transport Ltd. and Jubilant Life Sciences Limited. Should mutually agree on time of
delivery. Whereas in case of prime consumer delivery should be done within 48 hours of order
placement. Further delivery time can be divided as per zonal codes of cities.

(5) In case when Jubilant Life Sciences Pvt Ltd. And consumer both are of same city, then
delivery should be made within 24 hours of order placement.

(6) XYZ Transport Ltd. Should keep track of track of all the deliveries being made and also the
distance travelled by the delivery person.

(7) Payment will be made on the basis of delivery distance on monthly basis. XYZ Transport
Ltd. should submit monthly invoices. Payment process will take

three weeks to complete after submission of invoice.

(8) Jubilant Life Sciences Pvt Ltd will pay XYZ Transport Ltd. Transport charges at the rate of
Rs. 8per km. for the distance between its office at that particular location and to the customers
location.

(9) Any damages to the goods during the transportation will be under the responsibility of XYZ
Transport Ltd

(10) In case the goods are not delivered within the period stipulated in the consignment note,
XYZ Transport Ltd. Will be liable to pay damages worth the total loss and the same shall be
recovered from the bills of the transport company. However, if the delay is on account of
accident, or force majeure such as flood, heavy rains, earthquake or blocking of road by reason
of any strike, the company will not be liable to pay the damages for the delay.

(11) If during the term of this Agreement, XYZ Transport Ltd. Discontinues services at any
specific location, then it need to provide the Jubilant Life Sciences Pvt Ltd two months’ notice
prior to ceasing operations at the relevant location.

Date- 9th March, 2019

Signature-
_______________ _________________________________
Operations Manager General Manager

50
Jubilant Life Sciences Ltd XYZ Transport Ltd.

EQUIPMENT PURCHASE AGREEMENT

This Agreement is entered into by and between XYZ Ltd., hereinafter “Seller” and Jubilant Life
Sciences Ltd., hereinafter “Buyer” for the purposes herein stated.

For 1000 Rs and other valuable considerations, the receipt and sufficiency of which is hereby
acknowledged, the undersigned do hereby covenant, contract and agree as follows:

1.  AGREEMENT:  Seller hereby sells, conveys and transfers to Buyer all rights, title and
interest in and unto the machinery, equipment and other personal property, hereinafter referred to
collectively as equipment, described in the attached as Schedule I.

2.  DELIVERY AND ACCEPTANCE:  Upon acceptance by Buyer of the equipment, which
acceptance shall be identified by Seller taking possession of the equipment, such acceptance
shall acknowledge that the equipment is in good order and condition and that Buyer is satisfied
with same and that Seller has made no representation or warranty, expressed or implied, with
respect to such item of equipment.  All equipment is sold in an “as is” condition.

3.  PURCHASE PAYMENTS:  Buyer agrees to pay unto Seller the sum of 75 lakhs rupees as an
initial instalment payment under this agreement and thereafter 5 lakh rupees per month
beginning 20 march, 2020 and continuing with a like payment due on the  20th day of each and
every month thereafter until the 20th day of march, 2021, when the last payment under this
51
 agreement shall become due and payable. Payments shall be payable to Seller at his offices or at
any other place Seller may direct.  Payments shall not be considered paid until received by
Seller.

4.  TITLE TO EQUIPMENT:  Seller represents that he owns all equipment described herein free
and clear and that such equipment is free of all liens.

5.  MAINTENANCE AND REPAIR:  All maintenance and repair costs to the equipment shall be
paid by Buyer and Seller is hereby relieved from any responsibility to maintain or repair said
equipment, all said equipment being sold in an “as is” condition.

1. INSURANCE AND RISK OF LOSS:  Buyer shall acquire and maintain insurance on the
equipment described herein in the amount of at least 10 lakhs with Seller as Loss Payee until the
final payment under this agreement is made by Buyer and received by Seller.

DAMAGE TO EQUIPMENT; DESTROYED OR STOLEN EQUIPMENT:  Notwithstanding

any loss, theft, destruction or damage of any item of agreement equipment or property, the
payments as contained herein shall continue to be paid by Buyer.

8.  TAXES AND LICENSES:  All taxes, license fees and other expenses associated with the
agreement equipment shall be paid by Buyer.

9.  INDEMNIFICATION OF SELLER:  Buyer shall indemnify, protect and hold harmless the
Seller, its agents, servants, successors and assigns from and against all losses, damages, injuries,
claims, demands and expenses, including legal expenses, of whatever nature, arising out of the
use, condition or operation of any item of the equipment, regardless of where, how and by whom
operated.  Buyer shall assume the settling of, and the defense of any suits or other legal
proceedings brought to enforce all such losses, damages, injuries, claims, demands and expenses
and shall pay all judgments entered in the suit for other legal proceedings.  The indemnification
and assumptions of liability and obligation herein provided shall continue in full force and effect
notwithstanding the termination of this agreement, whether by expiration of time, by operation of
law or otherwise.

52
10.  ASSIGNMENT BY SELLER TO BANK: Seller shall be entitled to assign the payments due
under this agreement, or any portion thereof, to any bank or other financial institution as security.
In that event, Seller shall provide Buyer with appropriate re-agreements and other assurances as
may be required under Article 13 herein.

11. “AS IS” CONDITION OF EQUIPMENT:  Seller makes no warranties unto Buyer for the
sale of the equipment and all equipment described herein is sold in its “as is” condition.

12.  DEFAULT BY BUYER:  Time is of the essence under this agreement and any of the
following events shall constitute defaults on the part of Buyer hereunder:

(a)  failure of Buyer to pay any payment within fifteen (15) days in which same becomes due;

(b)  any breach or failure of Buyer to perform any of its obligations under this agreement;

(c)  insolvency of bankruptcy of Buyer or assignment for the benefit of creditors;

(d)  any other act of Buyer which will causes Seller to deem itself insecure.

Upon the occurrence of any default Seller may exercise this option without notice to or demand
on the Buyer and thereupon all equipment and rights of Buyer therein shall be surrendered unto
Seller; upon default, Seller may take possession of the equipment where found with or without
process of law in court, may enter upon the agreed premises without liability for suit, action, or
other proceedings by Buyer and remove same; hold, sell, agreement or otherwise dispose of the
equipment or keeping of any of them as Seller so chooses without effecting the obligation of
Buyers as providing by this agreement; collect all unpaid  payments due without prejudice to
Seller’s right to regain possession of the equipment.

13.  Upon receiving the final payment from Buyer under this agreement, Seller shall execute
such further assurances as may be reasonably required by Buyer to ensure that the equipment is
free from all liens and encumbrances.

Signature: Signature:

53
Buyer Seller
Operation manager General manager
Procter & Gamble Hygiene XYZ Ltd.
and Health Care Limited.

54
Finance

Job Description : Finance Manager

Finance involves the evaluation, disclosure, and management of economic activity and is crucial
to the successful and efficient operation of firms and markets.

As a Financial manager I must ensure the financial health of an organization through investment
activities and long-term financing strategies.

My functions are :-

1. Estimating the Amount of Capital Required:

This is the most important part of my job. A business requires capital to

a) Purchase fixed assets like buying land for future use

b) meeting working capital requirements. For ex: payments to suppliers.

c) Modernization and expansion of business .For ex- setting up a new factory

I need to make estimate of the finds required not only for short term goals but also long term
ones. A good financial manager always keeps long term goals in mind

2.Determinig Capital Structure

Once I have determined the requirement of capital funds, I have to take decision regarding the
kind and proportion of various sources of funds. There are multiple sources from which funds
can be arranged like equity, debt etc. Each method has its pros and cons. It is my responsibility
to ensure the lowest cost of capital. For this a mix of equity and debt and short-term and long-
term debt ratio. This is done to achieve minimum cost of capital and maximize shareholders
wealth.

3. Choice of Sources of Funds:

I need to decide the sources from which these funds can be arranged. I can raise finance from
various sources like equity shareholders, preference shareholders, debenture- holders, banks and
other financial institutions, public deposits, etc.

55
4. Procurement of Funds:

Next I need to take steps to procure the funds required for business. It might require negotiation
with creditors and financial institutions, issue of prospectus, etc.

5. Utilization of Funds:

Utilization of funds as soon as they are procured is important as there is a cost associated with
each capital so obtained and it increases over time. I need to maximize the return on investment:

6. Disposal of Profits or Surplus:

Once the final balance sheets has been made I need to take a decision on retained earnings and
how much to distribute as dividend to shareholders out of the profits of the company. A lot of
factors like previous trends, market conditions etc. need to be kept in mind. The shareholders
must be kept happy.

7. Management of Cash:

Current assets are an important part of liquidity. Management of these is also under my purview.
I need to forecast the cash inflows and outflows. Careful consideration needs to be taken as
neither shortage nor surplus is good for the company. If there is a shortage of cash then we wont
be able to pay our workers or suppliers. Surplus of cash is also a loss as we are loosing interest

8. Financial Control:

Every year I have to roll our yearly report which assess the year's operations and discuss the
companies' view of the upcoming year and the companies' place and prospects. ROI is an overall
measure which most financial managers use for evaluation. Evaluation of financial performance
is important for my company’s viability.

56
List of Acts , Rules & Regulations need to be complied with:

Acts

 Companies Act, 2013

o Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
 Securities and Exchange Board of India Act, 1992
o SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
o SEBI (Prohibition of Insider Trading) Regulations, 2015
o SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
o SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
o SEBI (Issue and Listing of Debt Securities) Regulations, 2008
o SEBI (Share based Employee Benefits) Regulations, 2014
o SEBI (Delisting of Equity Shares) Regulations, 2009
 Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings, where applicable
 Securities Contracts (Regulation) Act, 1956
 Income Tax Act, 1961
 Central Excise Act 1944.
 The Central Goods & Service Tax Act, 2017
 Integrated Good And Services Tax Act 2017
 The Customs Act, 1962
 Finance Act,2019
 Prevention of Money Laundering Act, 2002
Regulations
 The Insolvency and Bankruptcy Code, 2016 (IBC)
Rules
 Companies (Indian Accounting Standards (IND AS)) Rules 2015

57
Compliances, Licenses Permission, NOCs from Statutory Bodies:

1.Companies (Indian Accounting Standards (IND AS)) Rules 2015

These are accounting standards which have been made to harmonize with the IFRS which is the
global standard, keeping the Indian scenario in mind. Since my company has an international
reach, it allows us to ensure compliance at a global level
The Ministry of Corporate Affairs (MCA), in 2015, had notified the Companies (Indian
Accounting Standards (IND AS)) Rules 2015, which stipulated the adoption and applicability of
IND AS in a phased manner beginning from the Accounting period 2016-17. The MCA has since
issued three Amendment Rules, one each in year 2016, 2017, and 2018 to amend the 2015 rules.
Mandatory applicability of IND AS to all companies from 1st April 2016, provided:  

 It is a listed or unlisted company

 Its Net worth is greater than or equal to Rs. 500 crore*

Since my company has a turnover of 2000 crores we need to mandatorily follow IND AS .
Preparation of Opening Ind AS Balance Sheet

On the date of transition to Ind AS, an entity shall prepare and present an opening Ind AS
Balance Sheet. This is the starting point for it’s accounting according to Ind AS subject to
requirements of Ind AS.
Except for restrictions spelt out in the AS, an entity must in its Opening Ind AS Balance sheet:

 recognise all assets and liabilities for which recognition is required by Ind AS
 derecognise items as assets and liabilities if Ind AS does not permit such recognition.
 if the Ind AS requires a particular asset, liability or component of equity to be recognised
differently from its previous recognition under GAAP, then reclassify it.
 apply Ind AS in measuring all recognised assets and liabilities.

To ensure that we have complied with the IND AS standards we need to hire an external auditor
who is a Chartered accountant holding a certificate of practice in India and is qualified to be a
statutory auditor .

If any discrepancy is found during the audit the auditor reports it to the relevant authority like
Ministry of corporate affairs or the Income tac Dept etc. Then the department sends a notice to
my company and starts an investigation. It is my responsibility to ensure compliance with the
notice and ensure further compliance.

58
2.Income Tax Act, 1961

Every company whether Indian or foreign is liable to taxation, under the Income Tax Act,1961 .
Corporation tax is a tax which is levied on the incomes of registered companies and corporations.

The Finance Ministry has announced new corporate tax rates applicable from 1st April 2019
onwards for certain types of corporations*. The following are the new rates that are applicable: 

New Corporation Tax

Type of Company Additional Benefit/Requirements
Rate
22% (earlier 30%) +
applicable cess and
Corporations not seeking No MAT (minimum alternative tax)
surcharge. Effective
any incentives/exemptions payable by these companies
corporate tax rate of
25.17%
Corporations seeking MAT rate reduced to 15% from earlier
Unchanged at 30%
incentives/exemptions level of 18.5%
New manufacturing co. must be
New Manufacturing
15% (earlier 25%) incorporated on or before October 2019.
Companies
Must start production before March 2023

*For all other types of corporations including foreign companies, the corporation tax rates have
remained unchanged.

Corporate tax is computed on the net revenue or net income of a company. A net income/net
revenue of a company is the total amount left with the company after making necessary
deduction of various expenses. There are a host of expenses that a company incurs for selling
goods. These expenses are as follows:

 Depreciation.
 Total cost of goods sold.
 Selling expenditures.
 Expenses incurred for administrative purposes

59
In addition to above rates :
Surcharge rate :

Particulars Tax Rate

If total income exceeds Rs. 1 7% of tax calculated on domestic company/ 2 % of tax

crore but not Rs. 10 Crore calculated on foreign company as per above rates

If total income exceeds Rs. 10 12% of tax calculated on domestic company/ 5 % of

crore tax calculated on foreign company as per above rates

Health & education Cess :

Further 4 % of income tax calculated and applicable surcharge will be added to the amount of
total tax liability before this cess.
Minimum Alternate Tax (MAT)
Alternatively, all the companies (including foreign companies) are required to pay minimum
alternate tax at the rate of 18.5 % on book profits if the tax calculated as per above rates are less
than 18.5% of book profits.
Dividend Distribution Tax (DDT)
Companies are required to pay tax on the dividend distributed to the shareholders in a particular
year. This dividend is exempted in the hands of shareholders upto an amount of Rs. 10 lakh but
the companies have to pay tax @ 20.56 %.

Filing income tax return

Due date for filing Income tax return
Companies including foreign companies have to file their income tax return on or before
September 30 every year. Even if the company came into existence during the same financial
year, then too, it has to file the income tax return for that period on or before September 30.
Tax return forms to be filed by the company
ITR 6 : All the companies except companies claiming deduction under section 11 need to file
their return using Form ITR 6.
ITR 7 : All the companies registered under section 8 of companies act, 2013 are required to file
their return using Form ITR 7.
Tax Audit

60
Income tax act requires a class of companies to get their accounts audited and submit a audit
report to the IT department along with the Income tax return. This audit is known as Tax Audit.
This tax audit report is also required to be mandatorily submitted by eligible companies by
September 30.
Tax evasion is a criminal offence. There is a fine line between tax avoidance and tax evasion,
which can be judged from the facts of the case. Tax evasion is illegal under Indian law and is
actively prosecuted.

The income tax authority and persons that can administer the civil tax laws are the:

 Central Board of Direct Taxes, constituted under the Central Boards of Revenue Act
1963.
 Principal Chief Commissioners of Income Tax (PCCIT).
 Chief Commissioners of Income Tax (CCITs).
 Principal Commissioners of Income Tax (PCITs).
 Commissioners of Income Tax (CITs).
 Commissioners of Income Tax (Appeals) (CIT(A)).
 Additional / Joint / Deputy / Assistant Commissioners of Income Tax.

The procedure for tax assessments is as follows:

The appropriate Assesing officer (AO)issues a draft assessment order

 If the taxpayer accepts the draft order:

 the final assessment order is passed by the AO within one month from the end of the
month in which acceptance is received;
 the taxpayer can appeal the decision either to the Commissioner of Income
Tax(Appeals) (CIT(A)), within 30 days;
 the CIT(A) can confirm, reduce, enhance or annul the assessment. Although there is
no time limit for adjudication of the appeal, guidance suggests up to one year;
 the decision can be further appealed to the Income Tax Appellate Tribunal (ITAT)
within 60 days and subsequently to the High Court within 120 days. However, an
appeal to the Supreme Court under the Income Tax Act can be made within 90 days
subject to grant of a certificate by the High Court. Alternatively, a Special Leave

61
 Petition (SLP) can be moved before the Supreme Court in cases where there is no
certificate received from the High Court.

If the taxpayer does not accept the draft order:

 it can file an objection with the Dispute Resolution Panel (DRP) (a form of alternate
dispute resolution introduced by the Finance Act 2009 consisting of three CITs)
within 30 days;
 the DRP will issue directions to the AO within nine months from the filing of
objections and the AO will pass a final assessment to conform with the DRP's
directions;

Tax Disputes

Under the administrative procedure (which is in the remit of the Commissioner of Income Tax
(CIT) and the Commissioner of Income Tax (Appeals) (CIT(A)), the main procedures used to
resolve disputes before commencing proceedings are:

 Filing objections with the Dispute Resolution Panel (DRP)

 Filing an appeal with the CIT(A).
 Resolving a dispute under the jurisdiction of the Income Tax Settlement
Commission (ITSC).
 Resolving a dispute under the jurisdiction of the Authority for Advance Rulings
(AAR). 
 Resolving a dispute by advance pricing agreements (APA).

Disputes are subject to the following escalation chain Assessment Officer, Commissioner of
Income Tax (Appeals) (CIT(A)), Dispute Resolution Panel, Authority for Advance Rulings and
the Settlement Commission

Further the case can be taken to high court and then supreme court

62
3. Foreign Exchange Management Act, 1999

The Government of India formulated FEMA or Foreign Exchange Management Act to

encourage the external payments and across the border trades in India. It was formulated in the
year 1999 while it replaced FERA (Foreign Exchange Regulation Act). This was meant to close
all the loopholes and drawback of FERA and hence major economic reforms were introduced
under this act. It was primarily formulated to de-regularize and have liberal Indian economy.
Applicability of FEMA Act:
 exports of any foods and services from India to outside, foreign currency, that is any
currency other than Indian currency,
 foreign exchange,
 foreign security,
 Imports of goods and services from outside India to India,
 securities as defined in Public Debt Act 1994,
 banking, financial and insurance services,
 sale, purchase and exchange of any kind (i.e. Transfer),
 any overseas company that is owned 60% or more by an NRI (Non Resident Indian) and
 any citizen of India, residing in the country or outside (NRI)
 Major Provisions of FEMA Act 1999:
Here are major provisions that are part of FEMA (1999) –

 Free transactions on current account subject to reasonable restrictions that may be

imposed.
 RBI controls over capital account transactions.
 Control over realization of export proceeds.
 Dealing in foreign exchange through authorized persons like authorized dealer or money
changer etc.
 Appeal provision including Special Director (Appeals)
 Directorate of enforcement
 Any person can sell or withdraw foreign exchange, without any prior permission from
RBI and then can inform RBI later.
 Enforcement Directorate will be more investigative in nature
 FEMA recognized the possibility of Capital Account convertibility.
 The violation of FEMA is a civil offence.
 FEMA is more concerned with the management rather than regulations or control.
 FEMA is regulatory mechanism that enables RBI and Central Government to pass
regulations and rules relating to foreign exchange in tune with foreign trade policy of
India.
FLA return

63
  Annual return on Foreign Liabilities and Assets has been notified under FEMA 1999 and
it is required to be submitted by all the India-resident companies which have received
FDI and/ or made overseas investment in any of the previous year(s), including current
year by July 15 every year. Non-filing of the return before due date will be treated as a
violation of FEMA and penalty clause may be invoked for violation of FEMA (A.P.
(DIR Series) Circular No. 29, dated February 02, 2017).
 If the company’s accounts are not audited before the due date of submission, i.e. July 15,
then the FLA Return should be submitted based on unaudited (provisional) account

For the foreign exchange management act the Reserve bank of India and Directorate of
enforcement under department of economic affairs are the regulatory authorities.
High courts, Supreme court and appellate tribunal are involved under this act.

64
Example of some of the contracts

LOAN AGREEMENT

Acknowledgement of Debt.

1. Parties
This Loan Agreement is made between:

Jubilant Life Sciences Limited (the Company), with an address located at Bhartigram, Gajraula,
Distt. Amroha – 244223, Uttar Pradesh, India
And
Bank of India with registered address at BKC,Mumbai together know as the "Parties".
2. Date of Agreement:
This Agreement is effective 10th March, 2020

3. Period of Loan:
This loan shall endure for a period of 24 months calculated from the Date of Agreement

3. Loan Amount:
The Borrower promises to pay to the Lender Rs 25000000 and Interest as well as other charges
outlined below.

Interest:
The Borrower shall be obliged to pay interest at the rate of 12 percent (%) per annum, the
"Interest", such interest to be paid together with the capital sum of the loan at the end of the loan
period.

Or

The Borrower shall be obliged to pay the Interest Rate in equal monthly instalments of percent
1 (%) on the first day of each month.

5.Prepayment:
The Borrower shall be entitled to pay larger instalments than prescribed or the full balance of
capital and interest at any time prior to the prescribed dates of payment. In any such event
interest shall be calculated up to the date of payment.

6.LateCharge:
Any payment not remunerated within 10 days of its due date shall be subject to a belatedly
charge of 5  percent (%) of the payment, not to exceed Rs 25000 for any such late instalment.

65
7.Default:
If Borrower has not paid the full amount of the loan when the final payment is due, the Lender
will charge Borrower interest on the unpaid balance at 2 percent (%) per year.

8.Collectionfees:
If this note is placed with a legal representative for collection, then Borrower agrees to pay an
attorney's fee of ten percent (10%) of the voluntary balance. This fee will be added to the unpaid
balance of the loan.

9. Insolvency:
The full balance of the capital and interest shall become payable immediately if the Borrower
becomes Insolvent.

10. Severance.
Any provision of this Deed that is invalid or unenforceable will be read down where possible so
as to be valid and enforceable, or, if that is not possible, will be severed from this Agreement to
the extent of its invalidity of unenforceability, without affecting the remaining provisions, which
will remain binding on the Parties.

11. Dispute Resolution.

Where any dispute arises among the Parties as to the performance or interpretation of this Deed,
the Parties will resolve the dispute in the following manner:

1. First, the Party raising the dispute must notify immediately the other Party of the dispute,
providing a reasonable amount of information about the nature of the dispute.

2. Second, the Parties will meet as soon as possible, in person or by video conferencing, and
attempt to resolve the dispute by discussion.

3. Except for urgent injunctions, only after steps (1) to (2) have been followed may a Party
resort to litigation.
12. Costs:
The Borrower shall be liable for the costs, if any, in respect of the drafting and execution of this
contact.

13. Payments:
All payments due from the Borrower to the Lender under this Agreement will be made by direct
deposit to the following bank account:

1. Account Name State Bank of India

2. Financial Institution State Bank of India

3. BSB Number: Lender's BSB No.

4. Account Number: Lender's Acc No.

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15. Entire Agreement:
The parties confirm that this contract contains the full terms of their agreement and that no
addition to or variation of the contract shall be of any force and effect unless done in writing and
signed by both parties.

Execution
Executed by both Parties on 10th March, 2020

______________ ______________
Borrower Lender

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Investment Contract

The terms and conditions presented below represent an agreement between Jubilant Life
Sciences Limited and TTK Investors with regard to financial compensation for a specified
investment. The contact is valid beginning 10th March,2020

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The investment amount is specified for: Rs 2500000

The purpose of investment is: Diversify portfolio

The Investor agrees to enter into this contract under the terms and conditions presented below.
Amendment, addition, or termination of these terms is subject to regulation by local and federal
laws.
Consideration and Strategies
The Investor agrees to invest with the Company the amount specified above and an additional
amount during or after execution of this contract upon the Investor’s will. Any additional
investments are regulated according to the terms and conditions contained herein.

The investment objectives of the Company are to maximize current income to the extent that
such ventures preserve the sustainability of the Company.
Payment and Accounting
The Company will make payments to the Investor according to an agreed upon payment
schedule. This schedule is not subject to amendment unless both parties agree. Payments made to
the Investor’s account in full or in installments may be withdrawn at any time unless otherwise
stipulated in this agreement.

The Company will provide a monthly statement detailing program operations and will publish
quarterly reports within thirty (30) days if each quarterly period beginning January 1, April 1,
July 1, and October 1. Each report will provide information about the Company’s operating
results within a stated time period.
Deposits and Withdrawals
Any investment made may be withdrawn at any time. Withdrawals can be made only to the
Investor’s account. Any subsequent deposits made in addition to the principal amount will be
updated as soon as they have been accepted.
Fees and Expenses
The Company shall pay all of the following fees and expenses:

 Fees and expenses related to its own counsel;

 Registration or qualification costs required in connection with the issuance of debentures,
warrants, and redemption warrants, as applicable;
 Documentation and tax fees relating to the investment;

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  Income and franchise taxes of the Company relating to this transaction.

Limitation of Liability
The Investor agrees to indemnify and hold harmless the Company and Company employees
against any and all liability, claims, losses, damages, injuries, or expenses directly relating to the
execution of the investment. The Investor agrees to assume the risk that financial losses or
damages may result from the investment, and the Investor will not hold the Company liable
provided that the Company has followed the terms and agreements specified herein.
Confidentiality
In connection to the business relationship defined by this contract, both the Investor and the
Company may receive, or have access to, commercially valuable information pertaining to the
other party. Each party acknowledges and agrees that any confidential information received in
such a manner may not be used, disseminated, or disclosed, except as necessary in order to
execute this agreement. By entering into this agreement, both the Investor and the Company
agree to adhere to fair information collection practices.
Law and Jurisdiction
All terms of this agreement are subject to the jurisdiction of [State and Country Name] and are
subject to all laws and regulations therein. Any claim against either the Company or the Investor
will be subject to rulings of the appropriate local and federal courts.
Communications
Any notice, communication, or statement relating to this contract shall be delivered in writing
and deemed effective upon delivery if delivered in person, upon transmission if delivered by
verified facsimile transmission, or when delivered via registered or certified mail.
Prior Agreements
This agreement supersedes any and all prior negotiations, undertakings, and agreements between
the Company and Investors. Each party acknowledges this fact and agrees that neither party has
made any claims or promises related to this agreement that are not specified herein.
Verification
In witness whereof, the parties specified herein have executed this agreement on the day and year
specified above.

Investor Company

On behalf of TTK Investors On behalf of Jubilant Life Sciences Limited

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Forward Contract

Jubilant Life Sciences Limited (the Company), with an address located at Bhartigram,
Gajraula, Distt. Amroha – 244223, Uttar Pradesh, India

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henceforth known as "Seller,"

and GlaxoSmithKline US Trading Limited located at Allen & Hanburys Pharmaceutical

Nigeria Limited. Ordinary ... Suite 1300, Wilmington, Delaware, 19801, United States,

henceforth known as "Buyer," have agreed to enter into this forward contract with regard to the
sale of OLANZAPINE JUBILANT 5MG FILM-COATED TABLETS This contract is agreed to
and signed on 1Oth March 2020, and will be executed on the future date of 17th April 2020.

The parties agree to the following provisions:

1) Buyer will purchase OLANZAPINE JUBILANT 5MG FILM-COATED TABLETS from

Seller on 17th April 2020 for the total amount of $1300000

2) Buyer will pay Seller via the following payment plan:

{details of the payment plan}

3) Seller will provide buyer with {item, title, deed, etc.} upon {completion of payment plan,
receipt of first payment, etc.}.

4) Seller will sell OLANZAPINE JUBILANT 5MG FILM-COATED TABLETS for the amount
agreed to above, regardless of the appraised value of OLANZAPINE JUBILANT 5MG FILM-
COATED TABLETS on 17th April 2020

5) OLANZAPINE JUBILANT 5MG FILM-COATED TABLETS must be in FDA

approved condition on 17th April 2020. If OLANZAPINE JUBILANT 5MG FILM-COATED
TABLETS  is not in said condition, Buyer will not be obligated to purchase it, and this
agreement will be considered null and void.

Invalidity or unenforceability of one or more provisions of this Agreement shall not affect any
other provision of this Agreement.

This agreement is subject to the laws and regulations of Delhi High court.

___________________________                                __________________________
On behalf of GSK                                                                 Buyer Signature

___________________________                                __________________________
On behalf of Jubilant Life Sciences                                   Seller Signature

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