Corporate Governance
Dibrugarh University · LL.B. Semester 3 · B.A.,LL.B.: 3.5
Unit 1 — Formation, Registration & Incorporation of Company
1.1 Nature and Kinds of Company · 1.2 Promoters: Position, Duties & Liabilities · 1.3 Mode & consequence Recovery of Debts of Incorporation
Unit 2
2.1 Uses & Abuse of the corporate form, lifting of Corporate – Veil · 2.2 Memorandum of Association, alteration & the doctrine of Ultra –Virus · 2.3 Article of Association, binding nature, alteration
Unit 3 — Capital Formation of Regulation
3.1 Prospectus: Issues, Contents, Kinds, Liability for misstatement and statement in lieu of Prospectus · 3.2 The nature & classification of Company Security · 3.3 Share &general principle of allotment · 3.4 Share Capital · 3.5 Debentures- Kinds, Share holder & Debenture holder
Unit 4 — Corporate Administrative
4.1 Directors- Kind, powers & duties · 4.2 Insider trading · 4.3 Meeting- Kinds & Procedure · 4.4 The balance of within Companies 4.4.1 Prevention of Oppression 4.4.2 Power of Court & Central Government · 4.5 Legal liability of Company- Civil, Criminal, Tortuous & Environmental
- 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
- 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
- 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
- Insider Trading
Unit 5 — Winding up of Company
5.1 Kinds, consequences & reason of Winding up · 5.2 Role of Court · 5.3 Payment of Liability