Company Law
Dr. Bhimrao Ambedkar Law University, Jaipur · LL.B. Semester 3 · 3.1
Unit I — Company and Its Incorporation
1.1 Meaning, nature, and characteristics of a company · 1.2 Types of companies: public, private, government, one-person and small companies · 1.3 Concept of corporate personality and lifting of corporate veil · 1.4 Memorandum of Association and Articles of Association · 1.5 Doctrine of indoor management, constructive notice, Doctrine of ultra vires and alteration of memorandum and articles
Unit II — Corporate Finance
2.1 Prospectus: meaning, contents, misstatements and liabilities · 2.2 Meaning, kinds and nature of Shares and Share Capital · 2.3 Transfer and transmission of shares · 2.4 Debt Finance - Debentures, Nature of Debentures and Comparison between Shares and Debentures · 2.5 Accounts- Books of Account, Board’s report, Adoption and Filing of Financial Statement
- Prospectus & allotment of securities
- Share capital & debentures Kinds of share capital
- Accounts, Audit &Auditors Books of Accounts; Financial Statements; National Financial Reporting Authority; Auditors-Appointment, Resignation and Procedure relating to Removal, Qualification and Disqualification; Rights, Duties and Liabilities; Audit and Auditor's Report; Internal Audit; Cost Audit
Unit III — Corporate Governance
3.1 Director: kind, appointment and qualifications · 3.2 Director: duties, liabilities and removal · 3.3 Meetings: board meetings and general meetings – procedures and resolutions · 3.4 Prevention of Oppression and Mismanagement: Protection of Minority Shareholders; Powers of Tribunal and Central Government, Insider Trading; · 3.5 Class Action Suit (Sec. 245)
- Directors DIN, Types of Directors; Appointment/ Reappointment, Disqualifications, Vacation of Office, Retirement, Resignation and Removal, Duties of Directors; Rights of Directors; Register of directors and key managerial personnel and their shareholding Loans to Directors; Disclosure of Interest; Declaration by the Directors; Loan and investment by company
- Board constitution and its powers Board composition; Restriction and Powers of Board; Board Committees — Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship Committee and other Committees
- Meetings Kinds of Meetings Types of Resolutions; Notice, Quorum, Poll, Chairman, Proxy; Meeting and Agenda; Voting and its types-vote on show of hands, Poll, E-Voting, Postal ballot; Circulation of Members' Resolutions etc.; Signing and Inspection of Minutes
- Prevention of oppression and mismanagement
- Insider Trading
Unit IV — Winding Up, Adjudicatory Mechanism and Corporate Social Responsibility
4.1 Winding up of Companies: Modes- compulsory and voluntary · 4.2 Grounds and Procedure for Winding up · 4.3 Role of liquidator and dissolution of the company · 4.4 Adjudicatory Bodies: NCLT & NCLAT- Constitution, Powers, Jurisdiction & Judicial Review · 4.5 Corporate Social Responsibility: Introduction, Need; The Companies (Corporate Social Responsibility Policy) Rules 2014