Company Law (as per Companies Act 2013)
Dibrugarh University · LL.B. Semester 8 · B.A.,LL.B.: 8.3
Unit 1 — Formation of a Company:
1.1 Historical background. · 1.2 Meaning, nature and Kinds Company. · 1.3 Advantage & disadvantage of a company. 1.3.1 Lifting of corporate veil. · 1.4 Incorporation of company. · 1.5 Pre-incorporation contract. · 1.6 Promoters of a company. · 1.7 Corporate Social Responsibility
- 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
- Corporate Social Responsibility & secretarial audit Applicability of CSR
Unit 2 — Memorandum and article of association:
2.1 Meaning and nature · 2.2 Doctrine of Ultra-Vires. · 2.3 Doctrine of constructive notice · 2.4 Doctrine of indoor management.
Unit 3 — Capital of a Company:
3.1 Prospectus – definition, contents. 3.1.1. Liability for mis-statement in the prospectus, · 3.2 Shares- definition, kinds. · 3.3 Debentures- definition, kinds. 3.3.1 Charges- definition, kinds.
Unit 4 — Management of the Company:
4.1 Directors and other Managerial Persons · 4.2 Majority rule and minority rights. · 4.3 Prevention of oppression & mismanagement. · 4.4 Meetings – kinds, purpose, procedure. · 4.5 Dividend.
- 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
- 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
Unit 5 — Winding up of the Company:
5.1 Kinds of winding up. · 5.2 Official liquidator. Internal Assesment 20 Referred Cases: 1. Salmon Vs. Salmon and Company Ltd. (1897) AC 22 2. Lee Vs. Lee’s Air Farming Ltd. (1961) AC 12. 3. Seth Mohan LalVs. Grain Chambers Ltd. AIR 1968 SC 772. 4. Royal British Bank Vs. Turquand (1856) 119 ER 886 5. S.P. Jain Vs. Kalinga Tubes Ltd. AIR 1965 SC 1535.