Company Law
Chaudhary Devi Lal University · LL.B. Semester 5 · 503
Unit I
History:of Company Law in India and England, Nature Definition and characteristic of Company, Lifting of the Corporate Veil, Kinds of Companies, Producer Company, Dormant Company, Associate · Company, Secretary Real Audit, Key Managerial Rotational Auditor. Formation and Incorporation of a Company, Promote-Status, Position, Function and Remuneration
Unit II
Memorandum of Association, its alteration, Doctrine of Ultra force, Alteration, its relation with memorandum of Associate · Doctrine of Indoor management and its exceptions · Meeting: Meaning, Kinds, Resolutions, Quorum and Voting
- Incorporation of companies & matters incidental thereto Formation and Incorporation of Companies Commencement of Business Memorandum of association Articles of association
- Prospectus & allotment of securities
- Share capital & debentures Kinds of share capital
- 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
Unit III
Directors: Position, Appointment, Qualification, Vacation of Office, and duties of Directors Inspection, Inquiry and Investigation, Remuneration of Directors, Role of Nominee Directors, Compensation for Loss of Office, Managing Director and Other Managerial · Personnel, Secretary, Definition, Qualification, Position, Appointment Duties and Qualities, Corporate · Social Responsibility, Share: Its kind, different aspects, Debentures: its kind, different aspects
- 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
- Appointment and remuneration of managerial personnel
- 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
Unit IV
Majority Rules and minority Protection, Prevention of Oppression and Mis-Management, Winding up: Types, Grounds, Who can apply, Procedure, Powers of Liquidator, Consequences of Winding Up Order, Members and Creditors Winding Up, Liability of Past Members-Payment of Liabilities, Preferential Payment, Winding Up of Unregistered Company, Receiver, Power, Appointment, Duties and Liabilities. Company Law Tribunals-Composition and powers · Leading cases: Bennett Colemn & Com. v. Union of India, AIR 1973 106 · Ashbury Railway Carriage and Iron Co. Ltd.v. Riche, (1875) 44 LJ-185 · Shanti Parsad Jain y. Kalinga Tubes, AIR 1965, 1535 1 vires, Article of Association, Binding on, Doctrine of Constructive Notice, Removal, Resignation, Powers · Foss v. Harbottle(1843) 2 Hare 461 · Kedia Industries Ltd. v. Star Chemical Ltd, (1999) 98 Co. Cases 233