RELEVANT FOR DECEMBER, 2019 SESSION ONWARDS
STUDY MATERIAL
PROFESSIONAL PROGRAMME
DRAFTING, PLEADINGS
AND APPEARANCES
MODULE 1
PAPER 3
i
, © THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
TIMING OF HEADQUARTERS
Monday to Friday
Office Timings – 9.00 A.M. to 5.30 P.M.
Public Dealing Timings
Without financial transactions – 9.30 A.M. to 5.00 P.M.
With financial transactions – 9.30 A.M. to 4.00 P.M.
Phones
011-45341000
Fax
011-24626727
Website
www.icsi.edu
E-mail
Laser Typesetting by AArushi Graphics, Prashant Vihar, New Delhi, and
Printed at M P Printers/June 2019
ii
, PROFESSIONAL PROGRAMME
DRAFTING, PLEADINGS AND APPEARANCES
Drafting, in legal sense, means an act of preparing the Legal Documents like agreements, contracts, deeds,
etc. A proper understanding of drafting cannot be realised unless the nexus between the Law, the facts and the
language is fully understood and accepted. Drafting of deeds and documents for various purposes in a company
usually forms part of multifacet duties of the Company Secretary. For this purpose, the course contents of this
study material have been so designed as to provide practical orientation and develop necessary acumenship in
drafting legal documents. Only those deeds and documents have been included which are of direct relevance to
the work of a Company Secretary. Further, the literature available on the subject has been found to be unwieldy
and it has, therefore, been our endeavour to make the study material tailored made. Every effort has been made
to provide a self- contained material and an integrated approach has been adopted throughout.
While writing the study material, relevant provisions of the various Acts and Rules made thereunder have been
kept in mind. Except where found absolutely necessary, text of the provisions of Bare Act(s), Rule(s), Order(s),
etc. have not been produced. This paper presupposes knowledge of substantive law; therefore, students are
advised to have thorough knowledge of the same by referring to various Acts mentioned at appropriate places
in this study material. This paper also warrants continuous updation in terms of substantive and procedural
laws as well as latest judicial pronouncements. Moreover, drafting of petitions, deeds and documents is an
art and even acquiring working knowledge in this demands application of skills of higher order. Students are,
therefore, advised not only to master the principles and applications of drafting and pleadings, but also keep
themselves abreast of latest developments by regularly resorting to reading of at least one of the leading
English Newspapers and additional source materials concerning corporate world which are published from time
to time. Students are also advised to refer the ‘Student Company Secretary e-bulletin’/’Chartered Secretary’
wherein all important judicial and legislative developments are reported regularly.
Although care has been taken in publishing this study material yet the possibility of errors, omissions and/or
discrepancies cannot be ruled out. This publication is released with an understanding that the Institute shall
not be responsible for any errors, omissions and/or discrepancies or any action taken in that behalf. In the
event of any doubt, students may write to the Directorate of Academics in the Institute for clarification at
.
Should there be any discrepancy, error or omission in the study material, the Institute shall be obliged if the
same is brought to its notice for issue of corrigendum in the e-bulletin Student Company Secretary.
iii
, PROFESSIONAL PROGRAMME
Module 1
Paper 3
Drafting, Pleadings and Appearances (Max Marks 100)
SYLLABUS
Objective
To provide expert knowledge of drafting, documentation and advocacy techniques.
Detailed Contents
1. Judicial & Administrative framework: Procedure; Jurisdiction and Review; Revisions; Reference;
Appellate forum.
2. General Principles of Drafting and relevant Substantive Rules : Drafting, Concept, General
Principles and relevant substantive rules thereof; Drafting in simple language, nuances of drafting,
common errors and its consequences like litigation, liability. Drafting policies, code of conduct, guidance
note, waivers, releases, disclaimers, Basic Components of Deeds, Endorsements and Supplemental
Deeds, Aids to Clarity and Accuracy, Legal Requirements and Implications; Supreme Court Rules and
other guiding principles for drafting.
3. Secretarial Practices & Drafting : Principles relating to Drafting of various resolutions; Drafting of
notices & Explanatory Statements; Preparation of Agenda for meetings; Drafting and recording of
minutes.
4. Drafting and Conveyancing relating to Various Deeds and Agreements : Conveyancing in General,
Object of Conveyancing- Drafting of Conveyancing agreements, wills, encumbrances and gift deeds.
5. Drafting of agreements, documents and deeds : Drafting of various Commercial Agreements,
Guarantees, Counter Guarantees, Bank Guarantees, Outsourcing Agreements, Service Agreements,
E-Contracts, Legal License, IPR Agreements; General and Special Power of Attorney; Pre-incorporation
Contracts; Share Purchase Agreement; Shareholders Agreements and Other Agreements under the
Companies Act, 2013; Drafting of Memorandum of Association and Articles of Associations; Drafting of
Provisions for Entrenchment of Specified Provision of Articles; Joint Venture and Foreign Collaboration
Agreement, Non-disclosure Agreements ; Drafting of Limited Liability Partnership Agreement, Drafting
of Bye Laws for Societies; Drafting Replies to Regulatory Show Cause Notices; Review of critical
business documents and press releases; Responding to proxy Advisory Reports, Drafting Response
to Media Reports; Drafting and review of crisis communications, presenting complex legal subjects to
simple business oriented language.
6. Pleadings : Pleadings in General; Object of Pleadings; Fundamental Rules of Pleadings; Civil: Plaint
Structure; Description of Parties; Written Statements, Interlocutory Applications, Original Petition,
Affidavit, Execution Petition and Memorandum of Appeal and Revision, Petition under Articles 226
and 32 of Constitution of India, Special Leave Petition; Criminal: Complaints, Criminal Miscellaneous
Petition, Bail Application and Memorandum of Appeal and Revision; Drafting of Affidavit in Evidence;
iv
STUDY MATERIAL
PROFESSIONAL PROGRAMME
DRAFTING, PLEADINGS
AND APPEARANCES
MODULE 1
PAPER 3
i
, © THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
TIMING OF HEADQUARTERS
Monday to Friday
Office Timings – 9.00 A.M. to 5.30 P.M.
Public Dealing Timings
Without financial transactions – 9.30 A.M. to 5.00 P.M.
With financial transactions – 9.30 A.M. to 4.00 P.M.
Phones
011-45341000
Fax
011-24626727
Website
www.icsi.edu
Laser Typesetting by AArushi Graphics, Prashant Vihar, New Delhi, and
Printed at M P Printers/June 2019
ii
, PROFESSIONAL PROGRAMME
DRAFTING, PLEADINGS AND APPEARANCES
Drafting, in legal sense, means an act of preparing the Legal Documents like agreements, contracts, deeds,
etc. A proper understanding of drafting cannot be realised unless the nexus between the Law, the facts and the
language is fully understood and accepted. Drafting of deeds and documents for various purposes in a company
usually forms part of multifacet duties of the Company Secretary. For this purpose, the course contents of this
study material have been so designed as to provide practical orientation and develop necessary acumenship in
drafting legal documents. Only those deeds and documents have been included which are of direct relevance to
the work of a Company Secretary. Further, the literature available on the subject has been found to be unwieldy
and it has, therefore, been our endeavour to make the study material tailored made. Every effort has been made
to provide a self- contained material and an integrated approach has been adopted throughout.
While writing the study material, relevant provisions of the various Acts and Rules made thereunder have been
kept in mind. Except where found absolutely necessary, text of the provisions of Bare Act(s), Rule(s), Order(s),
etc. have not been produced. This paper presupposes knowledge of substantive law; therefore, students are
advised to have thorough knowledge of the same by referring to various Acts mentioned at appropriate places
in this study material. This paper also warrants continuous updation in terms of substantive and procedural
laws as well as latest judicial pronouncements. Moreover, drafting of petitions, deeds and documents is an
art and even acquiring working knowledge in this demands application of skills of higher order. Students are,
therefore, advised not only to master the principles and applications of drafting and pleadings, but also keep
themselves abreast of latest developments by regularly resorting to reading of at least one of the leading
English Newspapers and additional source materials concerning corporate world which are published from time
to time. Students are also advised to refer the ‘Student Company Secretary e-bulletin’/’Chartered Secretary’
wherein all important judicial and legislative developments are reported regularly.
Although care has been taken in publishing this study material yet the possibility of errors, omissions and/or
discrepancies cannot be ruled out. This publication is released with an understanding that the Institute shall
not be responsible for any errors, omissions and/or discrepancies or any action taken in that behalf. In the
event of any doubt, students may write to the Directorate of Academics in the Institute for clarification at
.
Should there be any discrepancy, error or omission in the study material, the Institute shall be obliged if the
same is brought to its notice for issue of corrigendum in the e-bulletin Student Company Secretary.
iii
, PROFESSIONAL PROGRAMME
Module 1
Paper 3
Drafting, Pleadings and Appearances (Max Marks 100)
SYLLABUS
Objective
To provide expert knowledge of drafting, documentation and advocacy techniques.
Detailed Contents
1. Judicial & Administrative framework: Procedure; Jurisdiction and Review; Revisions; Reference;
Appellate forum.
2. General Principles of Drafting and relevant Substantive Rules : Drafting, Concept, General
Principles and relevant substantive rules thereof; Drafting in simple language, nuances of drafting,
common errors and its consequences like litigation, liability. Drafting policies, code of conduct, guidance
note, waivers, releases, disclaimers, Basic Components of Deeds, Endorsements and Supplemental
Deeds, Aids to Clarity and Accuracy, Legal Requirements and Implications; Supreme Court Rules and
other guiding principles for drafting.
3. Secretarial Practices & Drafting : Principles relating to Drafting of various resolutions; Drafting of
notices & Explanatory Statements; Preparation of Agenda for meetings; Drafting and recording of
minutes.
4. Drafting and Conveyancing relating to Various Deeds and Agreements : Conveyancing in General,
Object of Conveyancing- Drafting of Conveyancing agreements, wills, encumbrances and gift deeds.
5. Drafting of agreements, documents and deeds : Drafting of various Commercial Agreements,
Guarantees, Counter Guarantees, Bank Guarantees, Outsourcing Agreements, Service Agreements,
E-Contracts, Legal License, IPR Agreements; General and Special Power of Attorney; Pre-incorporation
Contracts; Share Purchase Agreement; Shareholders Agreements and Other Agreements under the
Companies Act, 2013; Drafting of Memorandum of Association and Articles of Associations; Drafting of
Provisions for Entrenchment of Specified Provision of Articles; Joint Venture and Foreign Collaboration
Agreement, Non-disclosure Agreements ; Drafting of Limited Liability Partnership Agreement, Drafting
of Bye Laws for Societies; Drafting Replies to Regulatory Show Cause Notices; Review of critical
business documents and press releases; Responding to proxy Advisory Reports, Drafting Response
to Media Reports; Drafting and review of crisis communications, presenting complex legal subjects to
simple business oriented language.
6. Pleadings : Pleadings in General; Object of Pleadings; Fundamental Rules of Pleadings; Civil: Plaint
Structure; Description of Parties; Written Statements, Interlocutory Applications, Original Petition,
Affidavit, Execution Petition and Memorandum of Appeal and Revision, Petition under Articles 226
and 32 of Constitution of India, Special Leave Petition; Criminal: Complaints, Criminal Miscellaneous
Petition, Bail Application and Memorandum of Appeal and Revision; Drafting of Affidavit in Evidence;
iv
