CS Professional · Drafting, Pleadings and Appearances

Drafting of Agreements, Deeds and Documents for CS Professional

Drafting of agreements, deeds and documents means writing legally valid instruments with the right parts, clauses and wording, then making them effective through proper stamping and registration. In the exam, you read the facts, name the right document, state the governing rule, draft it and add the compliance steps.

What this chapter covers

This chapter teaches you to draft the documents that a company secretary prepares in practice. It starts with what makes an agreement a valid contract. It then moves to the parts of a deed: title, date, parties, recitals, operative part, schedule and execution. After that it covers one detailed deed, the mortgage, along with registration, stamp duty and the right to inspect documents.

The chapter also rests on three laws. The Transfer of Property Act, 1882 defines the mortgage and its types. The Registration Act, 1908 decides how a registered document stands against an oral agreement. The Indian Stamp Act, 1899 decides who pays the duty. You need to know what each law says in plain words and apply it to the facts.

This chapter sits inside the Drafting and Conveyancing part of Paper 2, which carries 70 of the 100 marks. Later chapters on conveyancing and specific deeds reuse the same structure, registration and stamping points. If you learn this chapter well, every later drafting question gets easier. The Pleadings and Appearances part (30 marks) is a separate skill, but the habit of precise, fact-based writing carries over.

Paper 2 is a written, case-based paper, and drafting questions reward structure. Examiners look for the right document, correct clauses, the legal rule behind them and the compliance steps such as stamping and registration. These points are rule-based, so you can score them with preparation. Because the same drafting frame is reused across the paper, time spent here pays off in many questions. Remember that you must score at least 40% in the paper and 50% in the group aggregate to pass.

Drafting of Agreements, Deeds and Documents: topics in the order to study them

1Essentials of a Valid Agreement and ContractEvery deed rests on a valid agreement, so you need the basics of offer, acceptance, consideration, capacity and free consent before you draft anything.
2Structure and Parts of a Deed or AgreementYou learn the standard frame once and then reuse it in every draft, including the mortgage deed that follows.
3Drafting Mortgage Deeds and Mortgage by Deposit of Title-DeedsThis is the main worked deed of the chapter. It needs the section 58 definitions of the six types of mortgage and the drafting parts you just learned.
4Registration of Documents and Effect Against Oral AgreementsOnce a deed is drafted, you must know how registration makes it effective, and how section 48 of the Registration Act, 1908 gives a registered document priority over oral agreements.
5Stamp Duty on Agreements, Deeds and InstrumentsStamping comes after drafting and registration logic, because you apply the Indian Stamp Act, 1899 to the documents you have just studied, including who bears the duty under section 29.
6Rights to Inspection and Production of DocumentsThis is a short, rule-based topic, best learned last, about the mortgagor's right to inspect title documents under section 60B of the Transfer of Property Act, 1882.

How to prepare Drafting of Agreements, Deeds and Documents

Treat this chapter as a mix of law and drafting practice. You need to know the rule and be able to write it into a clean document. Study in this sequence.

Read the basic contract essentials first and write them in your own words on one page, with a short example for each.
Learn the parts of a deed as a fixed list. Then draft a blank skeleton from memory until you can do it without looking.
Study section 58 of the Transfer of Property Act, 1882. List the types: simple mortgage, mortgage by conditional sale, usufructuary mortgage, English mortgage, mortgage by deposit of title-deeds and anomalous mortgage. Note the key test for each one.
Draft one full mortgage deed and one memorandum for a deposit of title-deeds, using Indian names and rupee amounts. Time yourself.
Make a short table in your notes (for your own use) of who pays stamp duty for each type of instrument under section 29 of the Indian Stamp Act, 1899, and learn it in plain words.
Link registration, stamping and inspection to each draft. After each draft, write two lines: how it is registered, and who bears the stamp duty.
Solve past or practice case questions in the exam format: provision, analysis of facts, conclusion. Check that your draft is complete and the rule is accurately stated.

Common mistakes in Drafting of Agreements, Deeds and Documents

Writing a deed without all the standard parts, such as recitals, operative clause, schedule and execution block.
Fix: Keep a one-line checklist of the parts of a deed and tick each part in every draft you write.
Mixing up the types of mortgage, for example calling a transaction a usufructuary mortgage when possession is not delivered.
Fix: Learn one deciding feature for each type, such as possession, personal covenant, conditional sale or absolute transfer, and test the facts against it.
Treating every oral agreement as overridden by a registered document under section 48 of the Registration Act, 1908.
Fix: State the rule with its condition. A registered document prevails unless the oral agreement was accompanied or followed by delivery of possession and is a valid transfer.
Stating who bears stamp duty without the words 'in the absence of an agreement to the contrary'.
Fix: Open every answer on section 29 of the Indian Stamp Act, 1899 with that condition, then name the party, such as the executor for a mortgage-deed or the grantee for a conveyance.
Applying the mortgage by deposit of title-deeds to any town in India.
Fix: Mention that the rule applies in the named presidency towns and in any other town notified by the State Government.
Giving theory only and leaving the case facts unanalysed, with no conclusion.
Fix: Use a fixed three-step answer: state the provision, apply it to the given facts, then give a clear conclusion with the document to be drafted and the compliance steps.

Last-day revision: Drafting of Agreements, Deeds and Documents

A mortgage is the transfer of an interest in specific immoveable property to secure money advanced or to be advanced, an existing or future debt, or performance of an engagement giving rise to a pecuniary liability.
The transferor is the mortgagor and the transferee is the mortgagee. The mortgage-deed is the instrument, if any, that effects the transfer.
Simple mortgage: possession is not delivered, the mortgagor binds himself personally to pay, and the mortgagee may have the property sold on default.
Mortgage by conditional sale: an ostensible sale with a condition, and the condition must be embodied in the document that effects the sale.
Usufructuary mortgage: possession is delivered or promised, and the mortgagee keeps the property and takes rents and profits in lieu of interest or in payment of the debt.
English mortgage: the mortgagor binds himself to repay on a certain date and transfers the property absolutely, subject to a proviso to re-transfer on repayment.
Mortgage by deposit of title-deeds: delivering title documents to a creditor or his agent with intent to create security, in Calcutta, Madras, Bombay or any other town notified by the State Government.
An anomalous mortgage is any mortgage that does not fit the other five types.
Section 96 of the Transfer of Property Act, 1882 applies the provisions for a simple mortgage, so far as may be, to a mortgage by deposit of title-deeds.
Under section 48 of the Registration Act, 1908, a duly registered non-testamentary document relating to property takes effect against an oral agreement or declaration, unless the oral agreement was accompanied or followed by delivery of possession and constitutes a valid transfer under any law in force.
Under section 29 of the Indian Stamp Act, 1899, and in the absence of a contrary agreement, the maker or executor bears the stamp duty on a mortgage-deed, while the grantee bears it on a conveyance.
Under section 60B of the Transfer of Property Act, 1882, a mortgagor whose right of redemption subsists may, at reasonable times and at his own cost, inspect and copy documents of title held by the mortgagee, on paying the mortgagee's costs and expenses.

Drafting of Agreements, Deeds and Documents practice questions

Drafting of Agreements, Deeds and Documents in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Drafting of Agreements, Deeds and Documents: frequently asked questions

Is Drafting of Agreements, Deeds and Documents part of the 70-mark section of Paper 2?

Yes. It falls under the Drafting and Conveyancing part of Paper 2, Drafting, Pleadings and Appearances, which carries 70 of the 100 marks. The other part, Pleadings and Appearances, carries 30 marks.

Do I need to memorise section numbers for this chapter?

Learn the main ones with their rules: section 58 and section 60B of the Transfer of Property Act, 1882, section 96 of the same Act, section 48 of the Registration Act, 1908, and section 29 of the Indian Stamp Act, 1899. Always state the rule in plain words as well, because the marks lie in applying it to the facts.

How is a mortgage by deposit of title-deeds treated for exam purposes?

Section 58(f) defines it as delivering documents of title to immoveable property to a creditor or his agent with intent to create security, in the named towns or in towns notified by the State Government. Section 96 applies the simple mortgage provisions to it, so far as may be.

Who pays stamp duty on a mortgage-deed?

In the absence of an agreement to the contrary, section 29 of the Indian Stamp Act, 1899 places the expense of the stamp on the person drawing, making or executing the instrument. For a conveyance, including a re-conveyance of mortgaged property, the grantee bears it.

Can a mortgagor see the title documents held by the mortgagee?

Yes, as long as the right of redemption subsists. Under section 60B of the Transfer of Property Act, 1882, the mortgagor may inspect and copy them at reasonable times, at his own cost, on paying the mortgagee's costs and expenses for it.