Company Law
Cochin University of Science and Technology · LL.B. Semester 4 · 20-271-0403
Unit I — Introduction to Company Law
Corporate Personality · Advantages and Disadvantages of Incorporation · Formation of company · Promoters-Registration and incorporation of company · Memorandum and Articles of Association · Doctrine of ultravires, indoor management and constructive notice · Concept of Corporate Governance · Different Kinds of company
- Basic principles of company law for incorporation, prospects and Securities
- Incorporation of companies & matters incidental thereto Formation and Incorporation of Companies Commencement of Business Memorandum of association Articles of association
- Environmental, Social &Governance and Corporate Governance
Unit II — Share Capital and Debt Capital
Concept of Share-Issue of shares and securities · Role of SEBI · Prospectus · misrepresentation and remedies · Criminal liability · Allotments of shares · Alteration, reduction and further issue of share capital-Forfeiture, lien, Surrender of shares · Transfer of shares · Debentures · Registration of charges.
Unit III — Board of Directors
Composition of board of directors-Position of Directors-appointment, removal and remuneration of directors · Independent Directors · Board Meetings · Duties of directors · Powers of Directors and Restrictions on powers-Board Committees · Borrowing powers of company · Loans and investments by companies · Distribution of Dividend · Key Managerial Persons.
- 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
- Dividend Declaration of dividend Unpaid Dividend Account
Unit IV — Shareholder Rights and Remedies
Shareholders and Members-Powers of Company in General Meeting · Meetings of Shareholders-Resolutions-Majority Powers and Minority Rights · Shareholder remedies · Class action suits--Prevention of oppression and mismanagement.
- 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
Unit V — Administrative Controls over Companies
Maintenance of Accounts · Audit · Inspection and investigation · Role of NCLT, NCLAT · Winding up · Grounds · IBC Code 2016 · Defunct Company · Striking off names of company · Corporate Social Responsibilities
- 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
- Corporate Social Responsibility & secretarial audit Applicability of CSR
- Winding Up
- Preliminary under IBC