Company Law

Unit I — Meaning and Introduction of Company

Meaning of Company and essential characteristics · Creation and Extinction · Kinds of Company-  Limited Companies, Guarantee Companies, Private Companies.  Advantages of a Private Company.  Conversion of Private Company into Public Company.  Conversion of Public Company into Private Company.  One Person Company  Foreign Company  Government Companies.  Holding Company and Subsidiary Company  Associate Company  Dormant Company · Difference between Corporate and Non-Corporate Organizations (Partnership and other associations of person).

• 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

Unit II — Unit II (untitled in print)

Law relating to companies- Public and Private · Formation of a company: Registration and Incorporation, Doctrine of Lifting of Corporate veil. · Memorandum of Association- meaning, various clauses, alteration therein- Doctrine of Ultra virus. · Article of Association- meaning, binding force- alteration, its relation with Memorandum of Association – Doctrine of Constructive notice and doctrine of indoor management-exceptions. · Prospectus- issue- contents- liability for misstatements- statements in lieu of prospectus. · Promoters- position- duties and liabilities.

• Incorporation of companies & matters incidental thereto Formation and Incorporation of Companies Commencement of Business Memorandum of association Articles of association
• Prospectus & allotment of securities

Unit III — Unit III (untitled in print)

Share Capital and Debentures · Share- General Principles of Allotment, statutory restrictions- share certificate its objects and effects- Transfer of Shares- Restrictions on transfer, procedure for transfer- refusal of transfer, role of public finance institutions- relationship between transferor and transferee- issue of shares at premium and discount- depository receipts- dematerialized shares (DEMAT). · Shareholder- who can be and who cannot be shareholder- modes of becoming a shareholder - calls on shares – forfeiture and surrender of shares- lien on shares. · Share capital- kinds- alteration and reduction of share capital- further issue of capital- conversion of loans and debentures into capital- duties of courts to protect the interests of creditors and shareholders. · Debentures- meaning Kinds- fixed and floating charge, shareholder and debenture holder- remedies of debenture holders. · An overview of The Depositors Act, 1996. · An overview of The Securities and Exchange Board of India Act, 1992 (along with relevant regulations)

• Share capital & debentures Kinds of share capital

Unit IV — Management and Control of Management

Directors- positions- appointment- qualifications- vacation of office removal, resignation- powers and duties of directors- meeting, registers, loans- remuneration of directors, role of nominee directors- compensation for loss of office- managing directors and other managerial personnel. · Meetings- kinds- procedure-voting · Dividends- payment- capitalization-profit · Audit and Accounts · Protection of Minority share holder rights. · Borrowing powers- powers- effect of unauthorized borrowing- charges and mortgages – loans to other companies – investments – contracts by companies. · Protection of Oppression and Mismanagement · Investigation-powers · 2. Special Regulation and Winding up. · Corporate Social Responsibility (Section-135) · Serious Fraud Investigation Office · NCLT/ Special Court · Regulation and Amalgamation · Winding up: Procedure- Powers, liability of past members- Payments of liabilities- preferential payment, unclaimed dividends - winding up of unregistered company. · The Insolvency and Bankruptcy Code, 2016 (relevant Provisions)

• 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
• 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
• Registration of charges
• Corporate Social Responsibility & secretarial audit Applicability of CSR
• Winding Up
• Preliminary under IBC

Unit V — Companies Incorporated outside India

2. Corporate Liability · (a) Legal Liability of companies- civil and criminal · (b) Remedies against them civil, criminal and tortuous – Specific Relief Act, writs, liability under special statutes.