Company Law
University of Burdwan · LL.B. Semester 3 · LCC 3.3.1
Unit I
Essential Foundational Concepts: · Understanding the meaning and the need for doing business in the form of an artificial person Conceptual difference between company as an artificial person from society, trusts and LLP Essentials for the formation of a company under Companies Act, 2013 read with the relevant Rules (Relevance of MOA and AOA in the formation of a company) · Difference between Companies Act, 1956 and Companies Act, 2013
Unit II
Company Stakeholders-I: · Promoters: o Their role in the formation of the company and their liability under the Companies Act, 2013 read with the relevant Rules Directors o Their role in the running of the company, their liability under the Companies Act, 2013 as distinguished from their liability under Companies Act, 1956 o Types of directors (Whole Time, Resident, Nominee, Alternate, Additional) o Role of directors as distinguished from the role of company secretary o Qualifications for being a director
- Incorporation of companies & matters incidental thereto Formation and Incorporation of Companies Commencement of Business Memorandum of association Articles of association
- 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
Unit III
Company Stakeholders II: · Key Managerial Personnel KMP o Necessity for Inclusion KMP in the functioning of the company; their liability of KMP under the Companies Act, 2013 read with the relevant Rules o Role of Company Secretary and Company Auditor Similarity and difference in the role of Company Secretary Role and Power of the Shareholders in the management of the company Understanding the role of the above mentioned stakeholders in the light of the concept of corporate governance
- Appointment and remuneration of managerial personnel
- 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
- Environmental, Social &Governance and Corporate Governance
Unit IV
Aspects of Company Management: · Meaning and difference between different types of securities (shares and debentures) · Raising of finance of a company through Public Offer (read with relevant rules of Company Act, 2013 and SEBI Act, 1992) · Meaning of Minority Shareholders and their protection under Companies Act, 2013 r/w relevant rules Meaning of Compromise, Arrangement, Amalgamation and understanding the rules pertaining to the same under Companies Act, 2013
Unit V
CIRP and End of Life Cycle of Companies: · Meeting and its significance in the management of the company; legal rules for convening, constituting and conducting a valid meeting Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code, 2016 r/w Companies Act, 2013 CIRP leading to Winding up, Voluntary Winding up, Compulsory Winding up Brief overview of Corporate Social Responsibility and the Concept of Corporate Governance.
- 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
- CIRP
- Winding Up
- Corporate Social Responsibility & secretarial audit Applicability of CSR
- Environmental, Social &Governance and Corporate Governance