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Test Series: April, 2023
MOCK TEST PAPER - 1
FOUNDATION COURSE
PAPER 2: BUSINESS LAWS AND BUSINESS CORRESPONDENCE AND REPORTING
SECTION A: BUSINESS LAWS
ANSWERS
1. (i) An invitation to offer is different from offer. Quotations, menu cards, price tags,
advertisements in newspaper for sale are not offer. These are merely invitations to public to
make an offer. An invitation to offer is an act precedent to making an offer. Acceptance of an
invitation to an offer does not result in the contract and only an offer emerges in the process of
negotiation.
In the instant case, Ashwin reaches to super market and selects a Air Conditioner with a
discounted price tag of ` 40,000 but cashier denied to sell at discounted price by saying that
discount is closed from today and request to make full payment. But Ashwin insists to purchase
at discounted price.
On the basis of above provisions and facts, the price tag with Air Conditioner was not offer. It is
merely an invitation to offer. Hence, it is the Ashwin who is making the offer not the super market.
Cashier has right to reject the Ashwin’s offer. Therefore, Ashwin cannot enforce cashier to sell at
discounted price.
(ii) Doctrine of Indoor Management: The Doctrine of Indoor Management is the exception to the
Doctrine of Constructive Notice. The Doctrine of Constructive Notice does not mean that
outsiders are deemed to have notice of the internal affairs of the company. For instance, if an act
is authorised by the Articles or Memorandum, an outsider is entitled to assume that all the
detailed formalities for doing that act have been observed.
The doctrine of Indoor Management is important to persons dealing with a company through its
directors or other persons. They are entitled to assume that the acts of the directors or other
officers of the company are validly performed, if they are within the scope of their apparent
authority. So long as an act is valid under the articles, if done in a particular manner, an outsider
dealing with the company is entitled to assume that it has been done in the manner required.
In the given question, Mr. Mohan has made payment to Mr. Ramesh and he (Mr. Ramesh) gave
to receipt of the same to Mr. Mohan. Thus, it will be rightful on part of Mr. Mohan to assume that
Mr. Ramesh was also authorised to receive money on behalf of the company. Hence, Mr. Mohan
will be free from liability for payment of goods purchased from Sunflower Limited, as he has paid
amount due to an employee of the company.
(iii) (a) A wholesaler of cotton has 100 bales in his godown. So, the goods are existing goods. He
agrees to sell 50 bales and these bales were selected and set aside. On selection, the
goods becomes ascertained. In this case, the contract is for the sale of ascerta ined goods,
as the cotton bales to be sold are identified and agreed after the formation of the contract.
(b) If A agrees to sell to B one packet of sugar out of the lot of one hundred packets lying in his
shop, it is a sale of existing but unascertained goods because it is not known which packet
is to be delivered.
(c) T agrees to sell to S all the apples which will be produced in his garden in the year 2023. It
is contract of sale of future goods, amounting to 'an agreement to sell.'
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2. (i) An anticipatory breach of contract is a breach of contract occurring before the time fixed for
performance has arrived. When the promisor refuses altogether to perform his promise and
signifies his unwillingness even before the time for performance has arrived, it is called
Anticipatory Breach.
Effect of Anticipatory Breach: The promisee is excused from performance or from further
performance. Further he gets an option:
(1) To either treat the contract as rescinded and sue the other party for damages for breach of
contract immediately without waiting until the due date of performance; or
(2) He may elect not to rescind but to treat the contract as still operative, and wait for the time
of performance and then hold the other party responsible for the consequences of non-
performance. But in this case, he will keep the contract alive for the benefit of the other
party as well as his own, and the guilty party, if he so decides on re-consideration, may still
perform his part of the contract and can also take advantage of any supervening
impossibility which may have the effect of discharging the contract.
(ii) LLP is an alternative corporate business form that gives the benefits of limited liability of a
company and the flexibility of a partnership
Limited Liability: Every partner of a LLP is, for the purpose of the business of LLP, the agent of
the LLP, but not of other partners (Section 26 of the LLP Act, 2008). The liability of the partners
will be limited to their agreed contribution in the LLP, while the LLP itself will be liable for the full
extent of its assets.
Flexibility of a partnership: The LLP allows its members the flexibility of organizing their
internal structure as a partnership based on a mutually arrived agreement. The LLP form enables
entrepreneurs, professionals and enterprises providing services of any kind or engaged in
scientific and technical disciplines, to form commercially efficient vehicles suited to their
requirements. Owing to flexibility in its structure and operation, the LLP is a suitable vehicle for
small enterprises and for investment by venture capital.
3. (i) A minor cannot be bound by a contract because a minor’s contract is void and not merely
voidable. Therefore, a minor cannot become a partner in a firm because partnership is founded
on a contract. Though a minor cannot be a partner in a firm, he can nonetheless be a dmitted to
the benefits of partnership under Section 30 of the Indian Partnership Act, 1932. In other words,
he can be validly given a share in the partnership profits. When this has been done and it can be
done with the consent of all the partners then the rights of such a partner will be governed under
Section 30 as follows:
Rights:
(i) A minor partner has a right to his agreed share of the profits and of the firm.
(ii) He can have access to, inspect and copy the accounts of the firm.
(iii) He can sue the partners for accounts or for payment of his share but only when severing his
connection with the firm, and not otherwise.
(iv) On attaining majority he may within 6 months elect to become a partner or not to become a
partner. If he elects to become a partner, then he is entitled to the share to which he was
entitled as a minor. If he does not, then his share is not liable for any acts of the firm after
the date of the public notice served to that effect.
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(ii) Subsequent or Supervening impossibility (Becomes impossible after entering into
contract): When performance of promise become impossible or illegal by occurrence of an
unexpected event or a change of circumstances beyond the contemplation of parties, the contract
becomes void e.g. change in law etc.
Also, according to section 65 of the Indian Contract Act, 1872, when an agreement is discovered
to be void or when a contract becomes void, any person who has received any advantage under
such agreement or contract is bound to restore it, or to make compensation for it to the person
from whom he received it.
In the given question, after Mr. Gaurav and Mr. Vikas have entered into the contract to supply
100 tons of sugar, the event of flood occurred which made it impossible to deliver the sugar
within the stipulated time. Thus, the promise in question became void. Further, Mr. Gaurav has to
pay back the amount of ` 70,000 that he received from Mr. Vikas as an advance for the supply of
sugar within the stipulated time. Hence, the contention of Mr. Vikas is correct.
4. (i) In the following cases, a non-owner can convey better title to the bona fide purchaser of goods
for value:
(1) Sale by a Mercantile Agent: A sale made by a mercantile agent of the goods for document
of title to goods would pass a good title to the buyer in the following circumstances; namely;
(a) If he was in possession of the goods or documents with the consent of the owner;
(b) If the sale was made by him when acting in the ordinary course of business as a
mercantile agent; and
(c) If the buyer had acted in good faith and has at the time of the contract of sale, no
notice of the fact that the seller had no authority to sell (Proviso to Section 27).
Mercantile Agent means an agent having in the customary course of business as such
agent has authority either to sell goods, or to consign goods for the purposes of sale, or to
buy goods, or to raise money on the security of goods [Section 2(9)].
(2) Sale by one of the joint owners (Section 28): If one of several joint owners of goods has
the sole possession of them by permission of the co-owners, the property in the goods is
transferred to any person who buys them from such joint owner in good faith and has not at
the time of the contract of sale notice that the seller has no authority to sell.
(3) Sale by a person in possession under voidable contract: A buyer would acquire a good
title to the goods sold to him by a seller who had obtained possession of the goods under a
contract voidable on the ground of coercion, fraud, misrepresentation or undue influence
provided that the contract had not been rescinded until the time of the sale (Section 29).
(4) Sale by one who has already sold the goods but continues in possession thereof: If a
person has sold goods but continues to be in possession of them or of the documents of title
to them, he may sell them to a third person, and if such person obtains the delivery thereof
in good faith and without notice of the previous sale, he would have good title to them,
although the property in the goods had passed to the first buyer earlier. A pledge or other
disposition of the goods or documents of title by the seller in possession are equally valid
[Section 30(1)].
(5) Sale by buyer obtaining possession before the property in the goods has vested in
him: Where a buyer with the consent of the seller obtains possession of the goods before
the property in them has passed to him, he may sell, pledge or otherwise dispose of the
goods to a third person, and if such person obtains delivery of the goods in good faith and
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without notice of the lien or other right of the original seller in respect of the goods, he would
get a good title to them [Section 30(2)].
However, a person in possession of goods under a ‘hire-purchase’ agreement which gives
him only an option to buy is not covered within the section unless it amounts to a sale.
(6) Effect of Estoppel: Where the owner is estopped by the conduct from denying the seller’s
authority to sell, the transferee will get a good title as against the true owner. But before a
good title by estoppel can be made, it must be shown that the true owner had actively
suffered or held out the other person in question as the true owner or as a person
authorized to sell the goods.
(7) Sale by an unpaid seller: Where an unpaid seller who had exercised his right of lien or
stoppage in transit resells the goods, the buyer acquires a good title to the goods as against
the original buyer [Section 54 (3)].
(8) Sale under the provisions of other Acts:
(i) Sale by an Official Receiver or Liquidator of the Company will give the purchaser a
valid title.
(ii) Purchase of goods from a finder of goods will get a valid title under circumstances
[Section 169 of the Indian Contract Act, 1872]
(iii) A sale by pawnee can convey a good title to the buyer [Section 176 of the Indian
Contract Act, 1872]
(ii) Expulsion of a Partner (Section 33 of the Indian Partnership Act, 1932):
A partner may not be expelled from a firm by a majority of partners except in exercise, in good
faith, of powers conferred by contract between the partners.
The test of good faith as required under Section 33(1) includes three things:
• The expulsion must be in the interest of the partnership.
• The partner to be expelled is served with a notice.
• He is given an opportunity of being heard.
If a partner is otherwise expelled, the expulsion is null and void.
(a) Action by the partners of M/s ABC & Associates, a partnership firm to expel Mr. P from the
partnership was justified as he was expelled by approval of the other partners exercised in
good faith to protect the interest of the partnership against the unauthorized activities
charged against Mr. P. A proper notice and opportunity of being heard has to be given to
Mr. P.
(b) The following are the factors to be kept in mind prior expelling a partner from the firm by
other partners:
• the power of expulsion must have existed in a contract between the partners;
• the power has been exercised by a majority of the partners; and
• it has been exercised in good faith.
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5. (i) According to Section 15 of the Sale of Goods Act, 1930, whenever the goods are sold as per
sample as well as by description, the implied condition is that the goods must correspond to both
sample as well as description. In case, the goods do not correspond to sample or description, the
buyer has the right to repudiate the contract.
Further under Sale of Goods Act, 1930, when the buyer makes known to the seller, the particular
purpose for which the goods are required and he relies on his judgment and skill of the seller, it is
the duty of the seller to supply such goods which are fit for that purpose.
In the given case, Mr. Vishal has informed to Mr. Dheeraj that he wanted the washing machine
for washing woollen clothes. However, the machine which was delivered by Mr. Dheeraj was unfit
for the purpose for which Mr. Vishal wanted the machine.
Based on the above provision and facts of case, there is breach of implied condition as to sample
as well as description , therefore Mr. Vishal can either repudiate the contract or claim the refund
of the price paid by him or he may require Mr. Dheeraj to replace the washing machine with
desired one.
(ii) The House of Lords in Salomon Vs. Salomon & Co. Ltd. laid down that a company is a person
distinct and separate from its members, and therefore, has an independent separate legal
existence from its members who have constituted the company. But under certain circumstances
the separate entity of the company may be ignored by the courts. When that happens, the courts
ignore the corporate entity of the company and look behind the corporate fa cade and hold the
persons in control of the management of its affairs liable for the acts of the company. Where a
company is incorporated and formed by certain persons only for the purpose of evading taxes,
the courts have discretion to disregard the corporate entity and tax the income in the hands o f the
appropriate assessee.
1. The problem asked in the question is based upon the aforesaid facts. The three companies
were formed by the assessee purely and simply as a means of avoiding tax and the
companies were nothing more than the facade of the assessee himself. Therefore, the
whole idea of Mr. Rajeev was simply to split his income into three parts with a view to evade
tax. No other business was done by the company.
2. The legal personality of the three private companies may be disregarded because the
companies were formed only to avoid tax liability. It carried on no other business, but was
created simply as a legal entity to ostensibly receive the dividend and interest and to hand
them over to the assessee as pretended loans. The same was upheld i n Re Sir Dinshaw
Maneckjee Petit and Juggilal vs. Commissioner of Income Tax.
6. (i) Consideration [Section 2(d) of the Indian Contract Act, 1872]
“When at the desire of the promisor, the promise or any other person has done, or does or
abstains from doing of promises to do or abstain from doing something, such an act or
abstinence or promise is called consideration for the promise”.
The essential characteristics of a valid consideration are as follows:
(1) Consideration must move at the desire of the promisor.
(2) It may proceed from the promisee or any other person on his behalf.
(3) It may be executed or executory. It may be past, present or future.
(4) It must be real and have some value in the eyes of law.
(5) It must not be something which the promisor is already legally bound to do.
(6) It must not be unlawful, immoral or opposed to public policy.
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(7) Inadequacy of consideration does not invalidate the contract. Thus, it need not be
proportionate to the value of the promise of the other.
(8) It may comprise of some benefit, profit, right or interest accruing to one or some loss,
detriment, obligation or responsibility undertaken by the other.
(ii) Dissolution of Firm: The Dissolution of Firm means the discontinuation of the jural relation
existing between all the partners of the Firm. But when only one of the partners retires or
becomes incapacitated from acting as a partner due to death, insolvency or insanity, the
partnership, i.e., the relationship between such a partner and other is dissolved, but the rest may
decide to continue. In such cases, there is in practice, no dissolution of the fir m. The particular
partner goes out, but the remaining partners carry on the business of the Firm. In the case of
dissolution of the firm, on the other hand, the whole firm is dissolved. The partnership terminates
as between each and every partner of the firm.
Dissolution of a Firm may take place (Section 39 - 44)
(a) as a result of any agreement between all the partners (i.e., dissolution by agreement);
(b) by the adjudication of all the partners, or of all the partners but one, as insolvent (i.e.,
compulsory dissolution);
(c) by the business of the firm becoming unlawful (i.e., compulsory dissolution);
(d) subject to agreement between the parties, on the happening of certain contingencies, such
as: (i) effluence of time; (ii) completion of the venture for which it was entered into; (iii) death
of a partner; (iv) insolvency of a partner.
(e) by a partner giving notice of his intention to dissolve the firm, in case of partnership at will
and the firm being dissolved as from the date mentioned in the notice, or if no date is
mentioned, as from the date of the communication of the notice; and
(f) by intervention of court in case of: (i) a partner becoming the unsound mind; (ii) permanent
incapacity of a partner to perform his duties as such; (iii) Misconduct of a partner affecting
the business; (iv) willful or persistent breach of agreement by a partner; (v) transfer or sale
of the whole interest of a partner; (vi) business being carried on at a loss; (vii) the court
being satisfied on other equitable grounds that the firm should be dissolved.
(iii) According to section 2(68) of the Companies Act, 2013, "Private company" means a company
having a minimum paid-up share capital as may be prescribed, and which by its articles, except
in case of One Person Company, limits the number of its members to two hundred.
However, where two or more persons hold one or more shares in a company jointly, they shall,
for the purposes of this clause, be treated as a single member.
It is further provided that -
(A) persons who are in the employment of the company; and
(B) persons who, having been formerly in the employment of the company, were members of
the company while in that employment and have continued to be members after the
employment ceased,
shall not be included in the number of members.
In the instant case, Aqua Limited may be converted into a private company only if the total
members of the company are limited to 200.
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Total Number of members
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PAPER 2: SECTION-B: BUSINESS CORRESPONDENCE AND REPORTING
ANSWERS
1. (a) 1. The first choice of ignoring people is not effective as it is neither effective nor predictable. We
give up on hope of influencing people and thus surrender ourselves to the whims of fate.
2. Option b
3. The third way of influencing people is to persuade them to do what you want them to do simply
because they really want to.
4. Fear forces people to operate in a survival mode, and thus brings short terms results. Hence it
does not bring the best out of people
5. Option c
(b) All About Kangaroos
1. Whr are kngrs fnd?
1.1 Australia
1.2 Tasmania
1.3 New Guinea
2. Phycl ftres of kngrs
2.1 Man sized kngrs
2.1.1 High speed 88 km/hr
2.1.2 Cn jump upto 9 metres
2.1.3 Hind legs hpfl for locmtn
2.2 Weight and life span
2.2.1 70 kgs
2.2.2 Avg life spn of 6 to 8 yrs
2.2.3 Max lngvty 20 yrs
3. Bhvrl patterns
3.1 Intelligent while fcng their prdtrs
3.1.1 Head twds wtr
3.1.2 Sbmrg thmslvs to chest
3.1.3 Try to drown the atckr
3.2 Play defensive
3.2.1 Get to a tree
3.2.2 Atck their prdtr with shrp claws
3.2.3 Sometimes sfnt force to kill man
Thanking You!
Yours Sincerely,
Kamal Bhatia
Operations Manager
ABC Pvt. Ltd
4. (a)
Wheel & Spoke Network Star Network
This network has a single controlling This network allows multiple controls.
authority.
It allows linear flow of orders and instructions. It allows group communication and team work.
All employees get instructions directly from The members communicate and exchange
the leader and report back to him/her. information with each other freely, and without
hindrance or hesitation
(b) (i) The commander ordered the soldiers to get ready as it was time for war.
(ii) The students of class 10 made the wooden box.
(iii) An important topic of algebra is being taught by the teacher.
(c) A healthy mind and a healthy body (Title)
Hints
• Healthy mind healthy body.
• Need to decrease screen time.
• Need to tackle health problems like obesity!
• Regular habit of exercise to be inculcated in the youth
• Easy way is to start from schools.
• Motivation from school teachers
• Other options can include, yoga, aerobics, gymnastics
• Health awareness camps, with parents and children
• Towards a fit society
Undersigned
Marketing Head
HR Head
Operations Head