Company Law
Guru Gobind Singh Indraprastha University · LL.B. Semester 5 · LLB 301
Unit I — Incorporation and Formation of Company
a. Definition, Nature and Concept of Corporate Personality · b. Advantages and Disadvantages of Incorporation, lifting of corporate veil · c. Different Kinds of Companies: One person Company, Foreign Company, Multinational, Transnational Corporations, Companies not for profit, Family business. · d. Mode of Incorporation i. Memorandum of Association ii. Articles of Association iii. Promotion, Incorporation, registration, commencement of company · e. Doctrines i. Doctrine of Constructive Notice ii. Doctrine of Indoor Management iii. Doctrine of Ultra Vires
Unit II — Corporate Financing
a. Prospectus and its Kinds · b. Classification of Company Securities · c. Shares and Share Capital-Concept, Nature and Kinds of Shares and Share Capital, Issue and Allotment of Shares. · d. Debentures- Concept, Nature and Kinds, Debenture Bond, remedies of debenture holders. · e. Transfer and Transmission of shares. · f. Borrowingand Lending-Inter-Corporate Loans · g. Financial Fraud-A Case Study of Vijay Mallya etc. · h. Fraudulent Practices to Finance Family Business in India: A Case Study of Nirav Modi, Yes bank etc. · i. Role of Court to Protect Interests of Creditors and Shareholders, Class Action Suits, Derivative Actions, Shareholders Rights- A Case Study of Tata Cyrus Mistry etc.
Unit III — Company Management and Corporate Governance
a. Company Management- Position, powers, duties of directors, appointment of directors, and removal of directors. · b. Kinds of directors – Independent Director, Women Director. · c. Company Meetings – Kinds of Company Meetings and Procedure. · d. Majority Rule, Prevention of Oppression and Mismanagement · e. Investor Protection · f. Insider Trading – Concept of Insider Dealings and its Prohibition · g. Corporate Fraud · h. Accounts and Audit, powers, duties and liabilities of auditors, appointment and removal of auditors. · i. Corporate Governance- Meaning, Need, Current developments, corporate governance in India.
- 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
- 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
- Insider Trading
Unit IV — Corporate Social Responsibility and Corporate Liquidation
a. Corporate Social Responsibility i. Concept, Evolution and Emerging Trends of CSR ii. C S Runder Company Act iii. Corporate legal liability - civil, criminal and environmental. · b. Winding up of Company i. Concept of winding up and Dissolution of Company ii. Compulsory winding up of company iii. Winding up of company under Insolvency and Bankruptcy Code 2016 iv. Role of NCLT/NCALT in winding up v. Consequences of winding up order, Role of Liquidator vi. Liability of past members, preferential payments, unclaimed dividends