COMPLETE MBA E-Book

Rittik Chandra

• Herausgeber: BookRix
• Kategorie: Fachliteratur
• Sprache: Englisch

Veröffentlichungsjahr: 2013

Beschreibung

"COMPLETE MBA" is the ULTIMATE GUIDE to provide knowledge of the underlying theoretical background and knowledge of management practice. This book comprises most important subjects such as: 1. BUSINESS ETHICS 2. BUSINESS LAWS 3. BUSINESS COMMUNICATION 4. ORGANIZATIONAL BEHAVIOUR 5. FINANCIAL MANAGEMENT 6. BANKING 7. PRODUCTION MANAGEMENT 8. MARKETING MANAGEMENT 9. PROJECT MANAGEMENT 10. HUMAN RESOURCE MANAGEMENT 11. INTERNATIONAL BUSINESS 12. RESEARCH METHODS IN MANAGEMENT 13. ENTREPRENEURSHIP The major objectives of this book , i.e. “COMPLETE MBA” are as follows: Foster knowledge of different business, administration and management disciplines. Appreciate the practice of management Develop critical thinking and analytical skills Develop problem solving and decision making skills Understand team dynamics and team work in the workplace Develop skills to write succinct reports and present reports to stakeholders Make students career ready for positions in business and management.

Leseprobe

Rittik Chandra

COMPLETE MBA

TO THE YOUTH OF THE WORLDBookRix GmbH & Co. KG81371 Munich

COMPLETE MBA

COMPLETE MBA

BY

RITTIK CHANDRA

Published by:

RITTIK CHANDRA

RITTIK PUBLICATION

93, Mahatma Gandhi Road, 1st Floor

Kolkata- 700007, India

Mobile No.: [phone]

E-mail: [email protected]

Website: www.rittikpublication.in

Cover designed by: RITTIK CHANDRA

© All rights reserved by RITTIK CHANDRA

Dedicated to the youth of the world

INTRODUCTION

The Masters in Business Administration (MBA) is a master’s level qualification targeted at students from diverse undergraduate programs of study. The MBA would provide students with knowledge of the underlying theoretical background and knowledge of management practice.

This book comprises most important subjects in several areas of specialism, industry internships and workplace based learning, and a dissertation component. The dissertation component aims to integrate theory with practice and explore issues from a cross-disciplinary perspective.

The major objectives of this book , i.e. “COMPLETE MBA” are as follows:

Foster knowledge of different business, administration and management disciplines.

Appreciate the practice of management

Develop critical thinking and analytical skills

Develop problem solving and decision making skills

Understand team dynamics and team work in the workplace

Develop skills to write succinct reports and present reports to stakeholders

Make students career ready for positions in business and management.

“COMPLETE MBA” comprises the following subjects:

BUSINESS ETHICS

BUSINESS LAWS

BUSINESS COMMUNICATION

ORGANIZATIONAL BEHAVIOUR

FINANCIAL MANAGEMENT

BANKING

PRODUCTION MANAGEMENT

MARKETING MANAGEMENT

PROJECT MANAGEMENT

HUMAN RESOURCE MANAGEMENT

INTERNATIONAL BUSINESS

RESEARCH METHODS IN MANAGEMENT

ENTREPRENEURSHIP

SUBJECT 1: BUSINESS ETHICS

Ethics:

The term ethics is from the Greek word ethos (Character), refers to the philosophical science that deals with the rightness and wrongness of human actions.

Definition of Ethics:

Ethics is a set of moral principles or values which is concerned with the righteousness or wrongness of human behaviour and which guides your conduct in relation to others.

Ethics is the activity of examining the moral standards of a society, and asking how these standards apply to our lives and whether these standards are reasonable or unreasonable, that is whether they are supported by good reasons or poor ones.

Business Ethics:

Business Ethics is a specialized study of moral right and wrong. It concentrates on moral standards as they apply particularly to business policies, institutions, and behaviour.

Morals:

Morals are the standards, norms of principles of right and wrong. They are basically principles which help to guide our behaviour and accept behaviour of others. They issues relate to. Are these standards based on science? In other words how scientific are these standards? Who develops these standards? How do they develop?

Values:

Value comes from the Latin word ‘valere’ which means to be of worth, to be strong. As per dictionary, value gives the following meaning: relative worth, utility or importance, degree of excellence, quality, intrinsically valuable. Value literally means something that has a price, something precious, dear and worthwhile, hence something one is ready to suffer and sacrifice for, it necessary one is ready even to die for it.

Values are a set of principles or standards of behavior that are regarded as desirable, important and held in high esteem by society. They’re based on the moral norms or standards.

Human values:

Human values are the values of the human beings for the human beings and by the human beings. Morals and values are the foundation of human values. Just as a building has a foundation of concrete, the building of human values rests on morals and values. Human values can also be defined as values of life.

Relevance of Values in Management:

Knowledge of business ethics will help managers in resolving ethical issues/dilemmas as they arise.

Knowledge of values will help managers in setting highly responsible tone for the organization – in individual judgments and decisions whether ethical or not.

The study of business ethics provides conscientious managers with morally responsible approach to business.

It helps manager to realize their social responsibility. Many organizations find it wise to go beyond their primary mission and take into the needs of the community. Business ethics make managers more accountable for social responsibility.

CSR:

CSR is an evolving concept that currently does not have a universally accepted definition. Generally, CSR is understood to be the way firms integrate social, environmental and economic concerns into their values, culture, decision making, strategy and operations in a transparent and accountable manner and thereby establish better practices within the firm, create wealth and improve society.

The World Business Council for sustainable development has described CSR as the business contribution to sustainable economic development. Building on a base of compliance with legislation and regulations. CSR typically includes “Corporate governance and ethics.

Potential benefits of implementing a CSR approach.

Key potential benefits for firms implementing CSR include:

Better anticipation; and management of an ever-expanding spectrum of risk.

Improved reputation management

Enhanced ability to recruit, develop and retain staff.

Improved competitiveness and market positioning.

Enhanced operational efficiencies and cost savings.

Improved ability to attract and build effective and efficient supply chain relationships.

Enhanced ability to address change.

More robust “social license” to operate in the community.

Access to capital

Improved relations with regulators

Corporate governance:

Corporate governance is the system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation; such as the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this it also provides the structure through which the company objectives are set and the means of attaining those objectives and monitoring performance.

Difference between Corporate Governance and Corporate Management:

Governance is concerned with the intrinsic nature, purpose integrity and identity of the institution, with a primary focus on the entity’s relevance continuity and fiduciary aspects. Governances involves the monitoring and overseeing of strategic direction, socio-economic and cultural context, externalities, and constituencies of the institution. On the other hand, Management is more of hands of activity. It is characterized as conducting or supervising action with the judicious use of means to accomplish certain ends. Management primarily focuses on specific goal attainment over a definite time frame and is prescribed organization.

 Issues, Principles and key constituents in Corporation Governance:

Corporate governance addresses three basic issues:

Ethical issues - Efficiency issues, and - Accountability issues.

Ethical issues are concerned with the problem of fraud, which is becoming wide spread in capitalist economies.

Efficiency issues are concerned with the performance of management.

“Accountability issues” emerge out of the stakeholders need for transparency of management in the conduct of business.

Unethical practices in Advertising:

False promises

Incomplete description

Misleading Comparisons

Bait-and-Switch Offers

Visual Distortions

False Testimonials

False Comparisons

Partial Disclosures

Small-Print Qualifications

When Advertising is considered unethical?

When it gives false information.

When it degrades the rival’s product or substitute product.

When it makes exaggerated or tall claims.

When it is against the national and public interest.

When it gives misguiding information.

When it conceals information that vitally affects human life.

Code for Commercial Advertising on Doordarshan:

The code for commercial advertising was presented to parliament in 1987. It contains 33 does and don’t for advertisers

Ads that exploit national emblem, any part of the constitution/personality of national leaders or state dignitaries.

Ads that have any relation to relation, political or industrial dispute.

Ads that decried any race, cast, co lour, creed, and nationality or are against the directive principle or the constitution.

Ads that tend to invite people to crime or cause order or aversely affect friendly relations with foreign states.

No advertisement shall be presented as news.

Ads that promote chit funds, moneylenders, jewellery, fortune letters, and foreign goods would not be accepted.

No derogatory remarks for other products or comparison with them should be made.

Ads which are likely to startle viewers-such as gunfire, sirens, bombardments, screams and raucous laughter.

Guaranteed goods will have to make available to Director General of Doordarshan for inspection, if necessary.

Advertisement that portray women as passive or submissive

Gandhian Trusteeship System:

The system of Trusteeship is viewed by the Gandhian theorists as of prime relevance for resolving conflicts and achieving cooperation in organizational settings. Here an attempt has been made to analyze the Gandhian system of trusteeship. It is an attempt to search managerial applications embedded in Gandhian Theory of Trusteeship.

Trusteeship provides a means of transforming the present capitalist order of society into an egalitarian one. It gives no quarter to capitalism, but gives the present owning class a chance of reforming itself.

The Gandhian concept of trusteeship in its capsule form means enjoying the wealth by renouncing it. If magnified, it means ‘Earn your crore by all means. But understand that your wealth is not yours; it belongs to the people. Take what you require for your legitimate needs and use the remainder for the benefit of the society”

Sins of Gandhi:

Mahatma Gandhi said that seven things will destroy us.

Wealth without work

Pleasure without Conscience

Knowledge without Character

Commerce (Business) Without Morality (Ethics)

Science without Humanity

Religion without sacrifice

Politics without Principle.

Characteristics of Indian Psyche:

It gives more importance to personalized relationship that contractual relationship.

It prefers natural leader rather than official leader.

It does not like many middle officers.

It can accommodate apparently contradictory view. Main character of Indian culture is synthesis.

It considers the leader as the role-model.

It recognizes that majority of Indian maybe illiterate, but they are not uneducated.

It realizes that religion plays the most important role in Indian life. Culture and tradition mean a lot to them.

It recognizes that the Indians are very much attached to their family.

It recognizes that Indians are hard working and not necessarily smart working.

Subjectivity & Objectivity:

Creator is subjective. Creation is objective. Insight i.e. creator is more important than Outsight i.e. creation. Our body, senses intellect, mind etc. Are objective, seen, tangible. But our soul atman is unseen, intangible, subtlest and subjective. Hence, wisdom manager is much more important than knowledge manager.

Manager must develop this third eye, ‘Jnana Chakshu.’ The eye of Vision, intuition, insight foresight and such other divine qualities or values. Lord Shiva possesses Third Eye. This is the essence of Indian ethos for management.

Karma Yoga (Selfless work):

It is yoga of moral Endeavour, self-less service to others. It brings about union of human being with the Divine. Work is done as workshop to the Divine in human beings who is also all pervading in the universe. 

Gita evolves the moral and ethical theory of human conduct and expounds the art of right living – the doctrine of duty with discipline and devotion without attachment to work and agency.

Swadharma:

Gita emphasizes that Swadharma should be understood as a pious work to be done, and should be done with the spirit of doing public good. If done real religiously, it becomes a great offering to the Divine himself.

This is the true Yajna spirit, wherein one works for self satisfaction which in fact he derives from the public good.

Role of Karma yoga in our lives:

Karma Yoga is a good pathway for :

Self-purification and self-development.

Individual growth and welfare

Collective growth and welfare

Minimum play of passion, jealousy, hated, greed, anger and arrogance.

Team spirit, team work.

Autonomous management, minimum control and supervision.

Manager acts as mentor and facilitator

Self-motivation or Inspirational motivation.

Perfection or excellence in products and services.

Skills and values united.

All round happiness and prosperity

Conflicts resolved by integration

Yogah Karmasu Kaushalam:

Yoga means excellence at work. Seek to perform your assigned duty of work in an excellent manner. Koushalam denotes doing work with devotion and without attachment. Such detached attitude enhances its value and improves the concentration and skill of the worker. You work with smartness, determination and ability. Your head, heart and soul cooperate with your hands. In Total quality Management (TQM), Karma Yoga and Yogah Karmasu Kaushalam provide valuable contributions. Under this slogan we have hundred percent motivation coming from within.

Holistic Approach:

Holistic approach in Management is based on spiritual principle of unity. Oneness, non-dual or Advaita concept. Under this principle of unity, the universe is an undivided whole where every particle is connected with every other particle. The Divine interpenetrates this Jagat like pearls on a string. Hence, Entire Humanity is ONE.

Basic principles of Indian ethos for management :

Immense potential energy and talents for perfection as human being has the spirit within his heart.

Holistic approach indicating unity between the Divine individual self and the universe.

Subtle, intangible subject and gross, tangible objects are equally important. One must develop one’s Third Eye, Jnana Chakshu, or the Eye of Wisdom.

Karma Yoga offers double benefit, private benefit, self-purification and public benefit.

Excellence at work through self-motivation and self development is the best means of Total Quality Management.

Co operation is a powerful instrument for team work and success in any enterprise involving collective work.

Need of Indian Ethos in modern corporate management:

To develop proper management pattern.

To assure all round growth in productivity, marketing, profitability.

To gain worldly achievement and lead enriched quality of life together.

To synchronies private and public benefits.

Insights into Indian ethos:

Indian ethos provides that ‘Business’ need not be regarded evil, tainted and unethical. Business is sacred. It is a matter of attitude, approach and level of management consciousness. One can do business, make money, earn profit, build up property and even then it can be managed with due recognition to human and ethical values and respecting all persons in the enterprise and in the society as human beings. Indian ethos demands subjective management system, giving due importance to virtues like compassion, honesty, co-operation etc.

Self-Management:

The manager is first a man and then a manager. The manager should first learn to manage and control himself. Without self-management and control, how can he manage and control others? The first need is understand and know himself. This is a course in the subjective system of management. Indian insights want first system of subjective management and then only management in objective terms can be perceived and practiced.

Nishkama Karmayoga:

The theory of Karma is the central theme of Bhagvad Gita which when translated into modern day management may provide fresh approach into ‘doing’ the ‘right’ things at the ‘right’ time. Everybody looks for peace and happiness and nobody likes to face adversity. That is why the soul is bounded with Karma (deeds or actions) Bhagwat Gita tells us that future is always based in our present deeds whether they are good or bad. We can change our future happening by virtue of our present pious deeds and workshop and by adopting true path.

Nishkam Karma or selfless or desire-less action is an action performed without any expectation of fruits or results, which has now found place not just in business management, management studies but also in promoting better business ethics as well. In Indian philosophy, action or Karma has been divided into three categories, according to their intrinsic qualities or gunas. Here Nishkam Karma belongs to the first category, the Satvik (pure) or actions which add to calmness; the Sakam Karma (self-centred action) comes in the second rajasika (aggression) and Akarma (in-action) under the third, tamasika which co-relates to darkness or inertia.

Nishkam Karma has been variously explained as ‘Duty for duty’s sake’ and as ‘Detached involvement’.

The Guna dynamics model (SRT principle):

First model viz. the guna model analyses the dynamic of the three gunas viz. tamas, rajas and sattava. This dynamics is presented in sloka 14-10 ‘Sattava asserts itself by predominating over rajas and tamas, rajas’. When the intensity of tamas is higher than sattava and rajas, there is lot of negative energy. When intensity of sattava is higher than rajas and tamas there is lot of synergy. Hence, Gita suggests a transformation from tamas to sattava through increase in the intensity of sataava and reduction in the intensity of tamas. If tamas dominates in a society and its institutions, it would lead to lot of negative energy thereby leading to disorders in society. Hence, the social processes should be designed, organized and transformed in such a waythat there is increase in rajas and sattava in the society. This would lead to establishment of a ‘good society’.

Guna theory is an analytical framework for analyzing the man’s nature. As per Guna theory management styles could be tamas driven rajas driven or sattava driven, because the tamas driven management style ultimately leads to disaster, the emphasis is on a shift towards rajas or sattava driven management styles. The sattava driven management style emphasizes the ethical dimension of management.

Guna theory not only provides us a theory of personality but is also useful in psychological analysis through analysis of the three ego states viz. the tamasik, rajasik and sattavik. When these three ego states in an individual interact with each other and interact with ego-states of another individual, we get interesting insights into human behaviour.

Guide to Action and Decision Making in Management:

Gita suggests that unnecessary details could lead to getting out of focus and thereby it could lead us to wrong decisions. Hence, it is necessary to concentrate on the proper choices and alternatives.

The mental state of the decision-maker is critical to decision making. Anger is considered as the root cause for delusion and confusion in decision making hence it is suggested that critical decisions should be made in anger free mental state.

In Geeta, five factors have been identified as influencing factors in decision making viz. the ‘seat (body) or the right place, the doer (ego) or the competency, organs of perceptions or the instruments, functions of various organs of action or the effort an the ‘presiding deity’ or the chance factor. In Bhagwat Gita too it is said that “one’s own self is one’s friend, and one’s own self is one’s enemy”. We an relate this to the management decision making as if a person take a correct decision he can set him on the top and if the decision is incorrect then it will make him fall down. So Bhagwat Gita has also shown the path to modern management in relation to Decision making.

Gita & Self-Management:

Have a Clear Goal : Have a clear goal, which tickles your heart, attaining which you visualize yourself to be a fully contended man. Think Big. Never be a blind follower of the world, look within to discern your goal. What YOU want is more important, because that alone will guarantee your full involvement, integration &love.

Entertain a quiet Mind – All decisions are taken by our minds. A quiet mind alone can be conscious of various aspects of any situation and it alone is free to act. An unquiet mind is a conditioned mind, it knows just to react only to regret later. It is never free.

Get the best knowledge – Always remember right knowledge is the greatest of all powers. Cultivate an inquisitive mind. Remain in touch with the latest. Always take out your time to study various good literature.

Have the best motivation - Right motivation opens the floodgates of our potentials & perception. A person who is bogged down with his selfish considerations, insecurities and the choking sense of insufficiency.

Have Holistic vision – A fragmented vision dissipates our time & energy and also mars our perception. It brings baseless tears and insecurities, and is the main cause of the sense of limitation and the subsequent egocentricity. Base your life on facts and be blessed with the perception of truth, a sense of fullness and love. With a mind which can see all the aspects of a situation simultaneously every decision cannot but be spontaneously right.

SUBJECT 2: BUSINESS LAWS

CHAPTER-1: Basic Concepts

Contract:

“An agreement enforceable by Law is a Contract.”

Implied contract:

An agreement which is not made by written or spoken words of parties but it is evidenced from the acts or conduct of the parties or according to prevailing conditions.

Quasi contract:

The contract which is not created by proposal and acceptance but imposed by law based on the principle of equity.

Difference between void and voidable contract:

A void contract is ab-initio void hence, cannot be enforced by law on the other hand enforceability of a voidable contract, depends upon the will of the aggrieved party.

Difference between void Agreement and Void contract:

Void agreement is void from beginning (ab-initio) whereas void contract becomes void when aggrieved party chooses to rescind it.

General and standing offer:

The offer made to the public in general and any one can receive, it is general offer, whereas standing offer is an offer made as tender to supply goods as and when required amounts to a standing offer.

Cross offer and counter offer:

When two parties exchange identical offers in ignorance at the time of each other’s offer, it is called cross offer, on the other hand when offered offers variations in the original offer, it is called as counter offer.

Executed and executory contract:

A contract in which all the parties to the contract have performed their respective obligation is known as executed contract, whereas Executory contracts is one in which all or something still remain to be fulfilled or performed by the parties.

Bilateral and Unilateral contract:

Bilateral contract is one in which both the parties exchange a promise to each other, which is to be performed in future, but still outstanding hence, it is called bilateral contract and similar to executory contract on the other hand, Unilateral contract is one in it a promisor promises to do something. In such a contract, promisor binds himself to perform his promise but the offerer does not do so. Therefore, it is called Unilateral Contract.

Capacity to contract: The term capacity to contract means competence to legally enter into a contract that is legally binding to the parties.

Minor:

A minor is a person who has not completed eighteen years of age. Who has not completed the age of 21 years in case the court has appointed guardian or superintendence of court of wards of minor’s property.

Consent:

According to Section 13 “Two or more persons are said to consent when they agree upon the same thing in the same sense.” It is Unison or meeting of mind or consensus ad idem.

Coercion:

According to Section 15 of Indian Contract Act, 1872, “Committing any act forbidden by Indian Penal Code or detaining or threatening to detain property of another for getting consent is coercion.”

Undue influence:

Ans.: When a dominating party misuses his influence to dominate the will of the weaker party to get undue or unfair advantage in a contract, then it is called undue influence (Section 16).

Fraud:

According to Section17, “The term fraud is the intentional misrepresentation or concealment of material facts of an agreement by a party to or by his agent with an intention to deceive and induce the other party to enter into an agreement.

Misrepresentation:

It is defined under section 18. It means any innocent or without intentional false statement or positive assertion of fact made by one party to the other during the course of negotiation of a contract is known as misrepresentation.

Mistake:

It is defined under Section20 to 22, “It is an erroneous belief about something. When the consent of one or both the parties to a contract is caused by misconception or erroneous belief, the contract is said to be induced by mistake. It is mistake of law and mistake of fact. The mistake of Indian Law is enforceable not void but mistake of foreign law is void. When mistake made by a person it unilateral mistake and mistake is made by both the parties. It is bilateral mistake.

Consideration:

It is quid-pro-quo means something in return. Hence, consideration is the price paid by promisee for the obligation of the promise.

Doctrine of privity of contract:

A person who is not a party to the contract cannot sue upon it. Only the party to the contract can enforce the same.

Ex-Nudo-Pacto Nor-Oritur actio mean:

It means from bare promise, no right of action can arise.

Maintenance:

It is simply meaning the promotion of litigation in which one had no interest.

Champerty:

It is a bargain where by one party agrees to assist the other in recovering property.

Wagering Agreement:

It is an agreement involving payment of a sum of money upon the determination of an uncertain event.

Agreement against public policy:

It simply mean whenever an agreement is harmful or injurious to public interest and welfare it is said to be against public policy. It is harmful to the social, political, economic and other interest and welfare of the public is called agreement opposed to public policy.

Contingent contract:

It is a contract in which the promisor undertakes to perform the contract upon the happening or non happening of a specified future uncertain event, which is collateral to the contract (Section 32).

Appropriation of payments:

In case of a debtor owes several distinct debts to the same creditor, he makes payment which is insufficient to satisfy all the debts. In such a situation a question arises as to which particular debt the payment is to be appropriated.

Novation:

Novation means substitution of a new contract in place of an existing one with the consent of all the parties to the contract.

Rescission:

It is cancellation of a contract by the consent of all the parties to it or by the aggrieved party to it.

Remission:

According to Section63, “Remission meant acceptance of a lesser performance in discharge of a whole obligation under a contract.

Waiver:

When a party entitled to claim performance releases the other party from his obligation it is known as waiver.

Supervening impossibility:

If after making agreement it becomes impossible to fulfill the promise under contract, it is supervening impossibility. The contract becomes void.

Liquidated damages:

When the sum payable in the event of breach is decided by parties in advance, it is called liquidated damages.

Exemplary damages:

The damages which are awarded with a view to punish the defendant. These are awards in two cases.

1) On breach of contract of marriage and 2) wrongful dishonour of customer’s cheque by the bank.

Contract of Indemnity:

A contract of indemnity means a contract by which one person promises to save the other from the loss caused to him by conduct or incident.

Contract of guarantee:

According to Section126 of contract Act “A contract of guarantee as a contract to perform the promisor discharge the liability of a third person in case of his default.

Bailment:

According to section 148 “bailment is the delivery of goods by one person to another for some purpose, upon a contract that they shall, when the purpose is accomplished, be returned or otherwise disposed of according to the direction of the person delivering them.

Lien:

Lien is a right to retain that which is in possession of a person and belongs to another until his demands are satisfied. There are two types of lien 1) The general lien which means to retain any property belonging to the other for any lawful payment and 2) It is relating to retain those goods, which are the subject matter of contract of particular lien.

Agency:

The relationship between agent and principal created by an agreement whereby agent is authorized by his principal to represent him and establish contractual relations with third party.

Agency by estoppel:

If a person either by his conduct or words leads to another person to believe that a certain person is his agent, is called agency by estoppel.

Agency by ratification:

If the principal ratifies the act of a person done without authority, it is known as ‘agency by ratification’.

Sub-agent and substituted Agent:

A sub agent is a person employed by and acting under the control of the original agent in the business of the agency (Section191) on the other hand, a substituted agent is named by agent but appointed by the principal. He is liable to principal.

Contract of Sale:

A contract where seller transfers or agrees to transfer property, in goods to the buyer for a price on the other hand, a contract where seller agrees to transfer property in goods in future on fulfillment of certain conditions is called as agreement to sell.

Condition and warranty:

According to Section12 (2), a condition is a stipulation essential to the main purpose of the contract, the breach of which gives rise to a right to treat the contract as repudiated, whereas warranty is a stipulation collateral to the main purpose of the contract, the breach of which gives right to claim for damages but not to a right to reject the goods and treat the contract as repudiated (Section 12(3)].

Doctrine of Caveat Emptor:

The buyer must take care when buying goods; it is not seller’s duty to point out the defects in goods.

Res Prit Domine:

It simply means risks follows ownership. It is general rule that risk prima facie passes with ownership.

Nemo dot quod non habit:

It means nobody can give what he himself has not or no seller can transfer a better title than he himself has.

Unpaid seller:

According to Section45 (1) the seller of goods deemed to be unpaid seller when whole price has not been paid or negotiable instrument received as payment dishonoured.

Rights of unpaid seller:

(1) Right against the goods i.e. right of lien, right of stoppage of goods in transit and right of resale.

(2) Rights against buyer personally i.e. a) suit for price, b) damages for non acceptance, repudiation of the contract before the due date and suit for interest.

Retracting the bid:

The term retracting means withdraw or revoke. A bidder may retract his bid at any time before the compilation of sale. Any condition in an auction sale which forbids the bidder to retract his bid is void.

Damping:

Damping is an overt act of dissuade the prospective buyer from raising the price by pointing out defects in the goods, creating confusion in the mind of intending bidder and taking away him from the place of auction.

Company:

In terms of Section 3(2)(i) of the Companies Act, 1956, a company means “A company formed and registered under company Act 1956 or an existing company. An existing company means a company formed and registered under any of the former companies Act.”

Body Corporate:

According to Section 2(7), Body Corporate or Corporation includes a company incorporated outside of India but does not include as follows :

(i) A corporate sole.

(ii) A cooperative society registered under any law relating to cooperative societies.

(iii) Any other body corporate declared by Central Govt. in its gazette.

Holding company:

According to section 4(4) a company shall be deemed to be holding company of another if but only if that other is its subsidiary. Hence, a company has control over another company, the controlling company is known as holding company and the company is known as holding company and the other company is known subsidiary company.

Government Company:

According to Section617 “a Govt. company means any company in which not less than 51% of the paid up share capital is held by the following :

(i) By the Central Govt;

(ii) By any State Govt. or Governments; or

(iii) Partly by Central Govt. And partly by one or more State Governments.

A subsidiary of a Government Company is an also Government Company.

Foreign companies:

According to Section 591(1) “A foreign company is the company which is or has been incorporated outside India but establish or has established a place of business within India.”

One man company:

It is also known as family company. The one man holds entire share capital of the company. Other person holds only the minimum or negligible number of shares in the company.

Promoter:

A promoter is a person or group of persons who conceives an idea regarding the formation of a company for the first time. He also takes necessary steps for formation of a company and takes other essential steps for its incorporation, raising of capital and making it a going concern.

Commencement of business certificate:

A public company cannot start business without it. Hence, a public company before start of business must get a certificate that is called Commencement of Business Certificate. At the same time a public as well as private company must also commence its business within one year of its incorporation.

Ultra Vires:

It is composed of two Latin words i.e. Ultra and Vires. Ultra means beyond and vires means power. Hence ultra vires means beyond one’s power. In the context of company law, ultra vires means the acts beyond the legal powers or objects of the company. If a company acts/contracts beyond the memorandum either expressly or impliedly, it is null and void.

Abridged prospectus:

Abridged means which is in brief and it is a memorandum containing such salient features of a prospectus prescribed.

Statement in lieu of prospectus:

If a company requires to get shares or debentures amount from the public. The private company is restricted but the public company is required to issue prospectus. But some time the company privately managed the funds in such a case statement in lieu of prospectus ;must be filed at least three days before the allotment of shares or debentures; so it is substitute to prospectus.

Director:

The Supreme Court of India defines “A person who guides policy and superintends the working of a company, is a director”. The name by which he is called is immaterial. The term includes a Managing Director

Company Secretary:

According to Section2(45) of the Company Secretaries Act 1980 includes any individual possessing the prescribed qualifications and appointed to perform the duties which may be performed as Secretary under the act and any other ministerial or administrative duties.

According to Section 2(1)(C) of the Company Secretaries Act “Company Secretary means a person who is a member of the Institute of Company Secretaries of India.”

Holder in Due Course:

According to Section9 of the act, a holder in due course means i) who is to be the holder of N.I. ii) who possessed for consideration iii) he got it before the date of maturity, iv) he must have obtained the instrument in good faith and v) it is complete in all respects.

Acceptor for honour:

According to Section108 of the act, “A person desiring to accept for honour must by writing on the bill under his hand, declares that he accepts ;under protest the protested bill for the honour of the drawer or of a particular endorser whom he names or generally for honour.

Oblitering a Crossing:

According to Section89 provides protection to a collecting banker of a cheque whose crossing is obliterated or erased by a dishonest person under the following condition of such cheque the paying bank shall be discharged from its liability if

A) The cheque is not crossed or obliteration of crossing is not apparent at the time of presentation for payment, and

B) The payment has been made in due course as required under section 10.

Noting:

According to Section99, “Noting consists of recording and authenticating the fact and reasons of dishonour of a N.I. by the notary public at the request of the holder upon the same instrument or upon a paper attached thereto or party upon each. It contains date of dishonour, reasons for the dishonour, fees of Notary Public, his signature and reference to the notary public.”

Protesting:

According to Section100 “Protest is a formal certificate of dishonour issued by the notary public to the holder of a bill or note on his demand. It contains signature of Notary Public, about the fact time and place of the dishonour. The name of person for and against whom the instrument is protested.”

CHAPTER-2: Meaning and Essentials of Contact

Essentials of a valid contract:

Generally contract means a promise or agreement made by two or more persons enforceable by law. According to Indian Contract Act 1872 Section 2(h) defined.

“An agreement enforceable by law is a contract.” Hence, agreement and legal enforceability creates an agreement as contract. Section 10 defines “All Agreements are contracts if they are made by the free consent of parties, competent to contract for a lawful consideration and with a lawful object and are not hereby expressly declared void. The contract to be made in writing by law of land or in the presence of witnesses or be registered, if required”

On the basis of the above definitions and judgment given by judges, help us to mention the following essentials of a valid contract :

(1) Atleast two parties are required to enter into a contract that is promisor and promisee.

(2) Agreement : Proposal and acceptance must be absolute and unconditional. The two identical Cross-offers and successive counter offer are only offer and not agreement.

(3) The intention should be to create legal relations not the social, domestic, political relations.

(4) Contractual capacity among persons who is not minor, insane and disqualified by law of the land.

(5) Consent or Consensus ad idem. The parties are said to consent when they agree upon the same thing in the same sense. (Section13).

(6) Free Consent : According to Section14, the consent is said to be free when it is not caused by i) coercion, or ii) undue influence, or iii) fraud, or iv) misrepresentation or v) mistake.

(7) Consideration : Except some exceptions, an agreement without consideration is void. It means quid pro-quo. It must be lawful and real and not illusory.

(8) The lawful object and its consideration must be legal.

(9) The agreement must have certain meaning.

(10) An agreement to be valid must be possible to be performed.

(11) The agreements must not be declared void by the law of the land.

(12) Compliance of legal formalities is required.

Hence, every agreement to be enforceable by law must possess all these essential elements for a contract. If any of the element is missing in an agreement, such agreement is not enforceable by law.

CHAPTER-3: Proposal and Acceptance

Offer:

The term offer is also called proposal. It is defined under Indian Contract Act, 1872 Section 2(a), “when one person signifies to another his willingness to do or to abstain from doing anything, with a view to obtaining the assent of that other to such act or abstinence, he is said to make a proposal.”

Acceptance:

Acceptance is defined under section 2(b) of Contract Act, 1872 i.e. when the person to whom the proposal is made signifies his assent thereto, the proposal is said to be accepted. A proposal when accepted becomes a promise.

Rules regarding Valid Acceptance:

A few important rules of acceptance are as follows in brief :

(1) Acceptance must be absolute and unqualified {Section 7(1)}.

(2) It must be in prescribed manner/reasonable manner {Section 7(2)}.

(3) Acceptance may be given by performance of condition or act required by an offer or {(Section8)}.

(4) It may be given by acceptance of consideration (Section 8).

(5) Acceptance may be express or implied.

(6) It must be given within specified or reasonable period of time.

(7) Acceptance must be given while the offer is in force.

(8) It must be given only after the communication of offer is complete.

(9) Acceptance must be given by the person to whom offer is made.

(10) Acceptance must be communicated, only mental determination or intention to give acceptance is not sufficient.

(11) It must be from competent person/authorized person otherwise it will not be binding. Powell V. Lee (1908)

(12) It should be communicated to the offeror himself, other than him will not create legal obligation.

(13) Acceptance subject to contract is no acceptance. It will not create legal binding.

Note :

(i) A rejected offer cannot be accepted.

(ii) Counter offer does not constitute acceptance.

(iii) Cross offer cannot be assumed as acceptance.

(iv) Silence does not generally amount to acceptance.

(v) Acceptance to offer means acceptance of all terms of offer.

(vi) Sometimes grumbling acceptance is a valid acceptance.

(vii) Enquiring/seeking clarification of offer is not to be assumed as acceptance.

(viii) Circumstances of the acceptance must show the ability and willingness to fulfill the terms of offer.

CHAPTER-4: Capacity to Contract

Valid contract: According to Section 11, “Every person is competent to contract who is of the age of majority according to law to which he is subject and who is of sound mind and is not disqualified from contracting by any law to which he is subject. Hence, the following persons can make valid contract :

(i) Who is major

(ii) Who is of sound mind or sane

(iii) Who is not disqualified from contracting by any to which he is subject

Validity of Agreement made by a Minor:

(i) Agreements with or by a minor is absolutely void. Ruling was given in Mohri Bibee vs. Dharmodas Ghose.

(ii) No ratification of minor’s contract.

(iii) A minor can be a promisee or beneficiary.

(iv) Restitution/compensation is possible in case of minor under (section 33, specific Relief Act, 1963).

(v) The rule of estoppel does not apply for minor, he can plead his minority.

(vi) No specific performance is possible in case of minor because contract made by him is void {(Mirsarawarjan vs. Fakhruddin 1912) 3 Col. 232)}

(vii) Contract by parents/guardian/manager may be made on behalf of the minor, provided they had authority and benefit to minor

(viii) Minor may be given share in existing partnership business by the consensus of the partners.

(ix) Minor may be appointed as Agent but principal will be personally liable for his acts.

(x) Acts done by minor parents will not be liable.

(xi) Guarantee for and by the minor is valid.

(xii) Insolvency Act does not apply on minor; hence, minor cannot be adjudicated insolvent.

(xiii) Minor may be joint promisor under Law of contract.

(xiv) Minor cannot apply for allotment of shares in company, but he can apply for fully paid up share on behalf of his guardian.

(xv) Minor is allowed to make, draw and endorse negotiable instrument but he is not liable for dishonour.

(xvi) Minor cannot enter into service agreement but he can be beneficiary if he has performed his promise.

(xvii) Minor can enter into the contract of Apprenticeship at the age of 14 years if he is physically fit.

(xviii) Minor can become trade union member if he has attained the age of 15 years.

(xix) Marriage contract of minor on behalf of parents is allowed on the ground of the customs of the community.

(xx) Minor is held responsible for torts or civil wrong committed by him

(xxi) Liability of necessaries of life supplied to him or his legal dependents. His property is liable; he is personally not liable.

CHAPTER-5: Free Consent

Free consent:

According to section 10 of the Indian Contract Act, 1872, “All agreements are contract if they are made by the free consent of the parties competent to contract for a lawful consideration and lawful object and are not hereby expressly declared to be void”. Therefore, free consent is the one of the essentials of valid contract. But free consent is composed of two words free + consent. The term free meant without any pressure. Consent means defined under Section 13. “Two or more persons are said to consent when they agree upon the same thing in the same sense.”

Free consent is defined under section 14 i.e. consent is said to be free when issues not caused by :

(1) Coercion, as defined in section 15, or

(2) Undue influence, as defined in section 16, or

(3) Fraud, as defined in section 17, or

(4) Misrepresentation, as defined in section 18, or

(5) Mistake subject to the provision of section 20, 21 and 22.

Therefore, consent is not free when it has been caused by coercion or undue influence or fraud or misrepresentation and mistake. But if the consent is caused by any one of the first four factors such as coercion, undue influence, fraud and misrepresentation. The agreement is a voidable at the option of the party whose consent was so caused. (Section 19 and 19A). Under such position, the aggrieved party has option to assume the agreement either valid or void. If the contract is caused by mistake of foreign law, the agreement is void under section 20 and 21.

Hence, there are two situations i.e. no free consent that is earlier and no consent is as error in consensus.

Rules regarding free consent:

The rules regarding free consent are as follows one by one.

Coercion: Coercion means and includes the use or threatening to use the physical force against a person or property to compel him to enter him into a contract. According to section 15 of the Indian contract Act, 1872.

“Coercion is the committing or threatening to commit any act forbidden by the Indian Penal Code or the lawful detaining or threatening to detain, any property, to the prejudice of any person whatever, with the intention of causing any person to enter into an agreement. “It is immaterial whether IPC is or not enforced in the place where the coercion is employed (Section 15).

Legal Rules relating to Coercion :

(1) Committing any act forbidden by the IPC i.e. killing or beating another person and interfering in the personal freedom of another person etc.

(2) Threatening to commit any act forbidden by the IPC.

(3) Threats to suicide amounts to coercion.

(4) Unlawful detaining of any property.

(5) Unlawful threatening to detain any property

(6) The act of coercion must have been performed with the intention of causing any person to enter into an agreement.

(7) Coercion may proceed either from the party or from a stranger.

(8) Coercion may be directed against the party or any person.

(9) It is not necessary that IPC should be in force at the place where the coercion is applied.

The effect of coercion is voidable at the desire of the aggrieved party.

Undue Influence : Instead of physical force ;when mental force is used for getting the consent of the another party, when a dominant party misuses his influence to dominate the will of the weaker party, to get unfair advantage, in a contract is said to be influenced by undue influence. It is defined under Section 16.

The legal rules relating to undue influence :

(1) The relations subsisting between the parties to a contract are such that one of them is in a position to dominate the will of the other due to

(i) Real or apparent authority.

(ii) In case of fiduciary relation.

(iii) In case of persons under mental or bodily stress.

(2) The dominating party uses his position to obtain an unfair or undue advantage over the other party.

Legal effect : Due to undue influence, the agreement becomes voidable at the option of the party whose consent was so caused. The court may set aside any such act under undue influence. A pardanashin woman is also given protection from undue influence.

Fraud : Fraud is intentional misrepresentation or concealment of material facts of an agreement by any party to or by his agent with an intention to deceive and induce the other party to enter into an agreement.

According to Section 17, “fraud means and includes any of the following acts committed to a contract or with his connivance, or by his agent, with an intention to deceive another party thereto or his agent, or to induce him to enter into contract.”

(i) The suggestion as a fact of that which is not true by one who does not believe it to be true.

(ii) The active concealment of a fact by one having knowledge or belief of the fact.

(iii) A promise made without any intention of performing it,

(iv) Any other act fitted to deceive, and

(v) Any such act or omission as the law specially declares to be fraudulent.

Essential Elements of Fraud :

(1) There must be a false representation either by words or by spoken words, induce the other party to enter into contract by active concealment of material fact.

(2) It must be done by the party or his agent.

(3) The representation must relate to a fact, the other party has been attracted to act upon the representation leading to fraud.

(4) The representation intentionally done to commit a fraud must have been done before the conclusion of the contract.

(5) The other party must have been deceived by fraud.

Legal Effects :

(1) Contract becomes voidable at the option of the party defrauded,

(2) The defrauded party can sue for damages suffered or ask for

restitution, and

(3) The party can insist for the performance of the contract.

Misrepresentation : It is innocent and unintentional false statement of fact told by one party to the other during the course of negotiation is called misrepresentation. According to section 18 misrepresentation means and includes :

(i) The positive assertion, in a manner not warranted by the information of the person making it, of that which is not true, though he believes it is not true.

(ii) Any breach of duty which, without an intention to deceive, gains an advantage to the person committing it or any one claiming under him, by misleading another to his prejudice or to the prejudice any one claiming under him.

(iii) Causing, however, innocently, a party to an agreement to make a mistake as to the substance of the thing which is subject of the agreement.

Essential Elements of Misrepresentation :

(i) It must be a misrepresentation of some material fact;

(ii) It must be made before the concerned party enters into a contract.

(iii) It must be innocent or unintentional statement.

(iv) Misrepresentation may be committed by any of the following ways:

(a) By positive statement.

(b) By breach of duty.

(c) By causing a mistake by innocent misrepresentation.

Legal Effect of Misrepresentation : An aggrieved party suffering any loss as a result of misrepresentation can either rescind or avoid the contract altogether or can accept the contract but insist that he will be placed in such position in which he should have been, if the misrepresentation made had been true (section 19).

Mistake : Mistake is one of the causes because of which the consent is said not to be free. It is a misconception or misimpression or misunderstanding or erroneous belief about something. According to Section 20, “Where both the parties to an agreement are under a mistake as to a matter of fact essential to an agreement, the agreement is void.”

Mistake may be of two types viz –

(i) Mistake of Law, and

(ii) Mistake of Fact

Mistake of law may be two types :

(i) Mistake of law of the land will be enforceable but mistake of foreign law is void.

(ii) Mistake of fact: is as to material fact of the contract.

Mistake of fact may be of two types :

(1) Bilateral Mistake, and

(2) Unilateral Mistake

(1) Bilateral Mistake : Bilateral mistake is mutual mistake by both the parties to agreement and relating to

(i) Mistake as to subject matter, and

(ii) Mistake as to possibility of performance of the contract.

(i) Mistake as the subject matter may be as to identity of subject matter, as to existence of subject matter, quality of the subject matter, quantity of product, as to price, mistake as to title, mistake as to existence of State of affairs and (ii) mistake is to possibility of performance. It may be of two types viz Physical and Legal impossibility.

(2) Unilateral Mistake : The unilateral mistake means where one of the parties to a contract is under a mistake. As to the matter of fact, it is unilateral mistake. Such contract is not voidable. But under such following conditions, contract of unilateral mistake also becomes void :

(i) Mistake as to the identity of the party contracted with, (ii) Mistake as to identity of attributes of contracting party, and (iii) Mistake as to the nature of the contract.

SUBJECT 3: BUSINESS COMMUNICATION

 Section-I

Communication:

Communication is the process by which information is transmitted between individuals and organizations so that an understanding response results.

Objectives of Communication:

Various objectives of Communication are :—

Information: One of the most important objectives of communication is passing or receiving information about a particular fact or circumstance.

Advice: Advice is an important objective of communication as it involves personal opinions and is likely to be subjective. Advice is given to influence his/her opinion or behaviour.

Order: Order is an authoritative communication. The downward flow of information is dominated by orders. Orders may be written or oral, general or specific, procedural or operational, mandatory or discretionary.

Suggestion: Suggestion enjoys great advantage over other means of communication like advice or order. Suggestion is supposed to be very mild and subtle form of communication.

Persuasion: It is an important objective of communication. In the office or the factory, the lazy, the incompetent and the disgruntled workers have o be persuaded to do their work.

Education: Education is a very conscious process of communication. The main purpose of education is to widen knowledge as well as to improve skills.

Warning: Warning is a forceful means of communication as it demands immediate action. If employees do not abide by the norms of the organization, or violate the rules and regulations, it may become necessary to warn them.

Raising Morale: Morale boosting is only possible through communication. High morale results in better performance.

Motivation: Motivation energizes and activates a person and channelises his behaviour towards the attainment of desired goals.

Thus, motivation as a form of communication is very crucial in handling human behaviour.

Types of communication:

Informal Communication:—

(a) Downward Communication: Downward communication flows from a superior to the subordinate staff.

Its objectives are:—

To give directions about some job.

To explain policies and procedures.

To convey assessment of performance.

To explain the rationale of the job.

Its limitations are:—

Under communication or over communication.

Delay.

Loss of information.

Distortion.

Resentment by subordinate staff.

To make it effective:—

Managers should be adequately informed.

Managers should be clear how much to communicate.

Information should be passed on to the correct person.

(b)Upward Communication: Upward communication moves from the subordinate staff to the superiors.

Its importance is:—

Provides feedback to the superiors.

Releases the pent up emotions of the subordinate staff.

Provides the superiors with useful suggestions.

Promote harmony.

Its limitations are:—

Employees are reluctant to express themselves.

Employees fear that their criticism may be interpreted as a sign of their personal weakness.

Great possibility of distortion.

Bypassed superiors feel insulted.

Resentment by subordinate staff.

To make it effective:—

Superiors should take initiative to get close to the subordinate staff.

Keep the lie of communication short.

(c) Horizontal Communication:—

It flows between people at the same level.

It is important for promoting understanding and coordination among various people or departments.

It is carried on through face to face discussion, telephonic talk, periodical meetings & memos.

(d) Consensus:—

Consensus is the process of arriving at agreement through consultation.

Informal Communication:—

Grapevine:—

It is an informal channel of communication.

Primarily a channel of communication of horizontal communication, it can flow even vertically and diagonally.

It is of 4 types:—

Single strand: Flows like a chain.

Gossip: One person tells everyone else.

Probability: Information may move from anybody to anybody.

Cluster: Moves through selected group.

Importance:—

Emotional relief.

Harmony and cohesiveness in the organization.

Fast channel.

Provides feedback.

Demerits:—

Distortion of information.

May transmit incomplete information.

Travels with destructive swiftness.

Keep an eye on rumour-managers.

Use it primarily for feedback.

Contradict rumours promptly.

Section-II

Media of communication:

Written Communication: It includes letters, circulars, memos, telegrams, reports, minutes, forms and questionnaires, manuals etc.

Therefore, everything in written form falls in the area of written communication.

Merits:—

Accurate

Precise

Permanent Record

Legal Document

Can reach a large number of people simultaneously.

Helps to fix responsibility.

Limitations:—

Time Consuming

Expensive not in terms of postage but of the time of so many people.

Quick clarification is not possible.

Oral Communication: Includes face to face conversation, conversation over the telephone, interview, and group discussion.

Merits:—

Saves time

Saves money

Immediate feedback

Can be informal

Immediate clarification

Limitations:—

Not possible for distant people in the absence of mechanical devices.

Unsuitable for lengthy messages.

Message cannot be retained for long

No legal validity

Greater chances of misunderstanding

Not easy to fix responsibility

Face to Face Communication:—

Merits:—

Expression and gestures makes communication very effective.

Very suitable for discussions.

Limitations

Unsuitable for large organizations.

Unsuitable for large gatherings.

Ineffective if the listener is not attentive.

Visual Communication: It encompasses gestures and facial expressions, tables, charts, graphs, diagrams, posters, slides, film strips etc. It is suitable only to communicate elementary and simple ideas, can be effective if used in combination with other media.

Audio-Visual Communication: It encompasses television and cinema films that combine the visual impact with narration.

Computer based Communication: It includes e-mails, voice mails, cellular phones, fax etc.

Advantage:—

The quickest means of communication.

The barrier of space is conquered.

Video-conferencing can replace personal meetings.

Storage and retrieval of permanent record had become easier.

Limitations:—

Uncertain legal validity.

The virus malady.

Fear of undesirable leakage.

Non-verbal Communication:

Non-verbal Communication is communication transmitted without the use of words.

Characteristics of non-verbal communication:—

Verbal and non-verbal clues co-exist.

Body postures, gestures and dress suggestive of social status and education level.

Non-verbal clues are more reliable than verbal clues.

Non-verbal clues carry cultural biases.

It is necessary to interpret non-verbal clues in relation to their context.

KIVESICS: Body Language

KIVESICS-The study of body language is the most important aspect of non-verbal communication.

Body language includes facial expression, gestures, body movements, posture, eye contact and touch.

Facial Expression: Face is the index of the mind. A glance at someone’s face is enough to give them clues about the subject’s mental state.

Gestures: A gesture is a movement of the head, hands or legs to express an idea, feeling or emotions.

Body Movements: Body movements refer to the positioning or movement of the body.

Posture: Posture means the way in which someone usually stands or sits or holds his shoulders, neck and back.

Eye Contact: Eye contact is a very subtle aspect of body language. It regulates interaction.

Touch: Like gestures, touching is also one of the earliest methods of communication among human beings.

Section-III

Barriers to communication:

Each communication must be transmitted through an appropriate medium. An unsuitable medium is one of the biggest barriers to communication.

Physical Barriers:—

Noise: Noise in a factory, external disturbance in telecom facilities, poor writing, bad photocopies etc.

Time and Distance: It can also act as a barrier to communication.

Semantic Barriers:—

Interpretation of Words: It is quite possible that the receiver of a message does not assign the same meaning to a word as the transmitter had intended. This may lead to miscommunication.

Words carry different meanings, shades or flavours to the transmitter and receiver.

To minimize semantic barriers, we should—