Company Law
Devi Ahilya Vishwavidyalaya · LL.B. Semester 4
Unit I — Company and its Nature and Scope
Meaning, Definition, and Characteristics of a Company · Historical Background of Company Law · Kinds of Companies · Merits and Demerits of Incorporation — Lifting the Corporate Veil · Theories of Corporate Personality · Differences between Company, Partnership, LLP, and HUF
Unit II — Procedure for Incorporation of Companies
Role and Legal Position of Promoters; prospectus Misrepresentation and Its · Effect · Pre-Incorporation Contracts · Memorandum of Association — Meaning, Purpose, Contents, Ultravires and Doctrine of Ultravires · Articles of Association — Meaning, Purpose, Content, Alteration, Constructi · Notice · 5 Doctrine of Indoor Management — Exceptions · «ce Meaning. Types of Shares. ‘Raster of Shares · Shares — Meaning. y · Share Capital — Meaning. Kinds, Alteration, Reduction, Voting Rights · Debentures — Meaning, Types, Charges (Fixed and Floating), Crystallisation of Floating Charge
Unit III — Members and Membership Rights
l. Rights aad Privileges of Members and Shareholders · Transfer and Registration of Transfer of Securities · ’. Transmission of Securities · Dividend — Rules Regarding Payment of Dividend · Administration of Company · Directors — Appointment, Qualifications, and Types · Directors — Position, Powers, and Functions · Duties and Liabilities of Directors · Company Meetings — Kinds and Requisites of a Valid Meeting · Audit and Accounting System — Legal Position of Auditors · Oppression and Mismanagement — Meaning and PreventionRule in Foss v · Harbottle (1843)
- 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
- Dividend Declaration of dividend Unpaid Dividend Account
- 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
- 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
- Prevention of oppression and mismanagement
Unit IV — Winding Up Amalgamation and Corporate Social Responsibility
Merger and Demerger of Companies i T. ment · Amalgamation, Compromise, and Arrange · Winding Up - Meaning, Types; Procedure · Payment of Liabilities 0n Winding · Role of Official Liquidator, Court, and · CSR -— Policy, Committee, and Rules
Unit V — Corporate Governance
overnance ionifi “porate · Significance of Corp · ibility · Corporate Social Respons! · avinal Liability · Corporate Crimina er a · Corporate Liability under Environmental Laws · Offences and Penalties under the C ompanies Act, 2013