Company Law
Guru Ghasidas Vishwavidyalaya · LL.B. Semester 7 · LAIGTT5N
Unit I — Introduction and Incorporation of Companies
Forms of Business Organisation: Sole Proprietorship, Partnership, LLP, and · Companies · Meaning, features, and kinds of companies under the Companies · Act, 2013 · Historical evolution and applicability of Company Law in India · Interaction of Companies Act with SEBI Act, FEMA, Banking Regulation Act, etc. · Important definitions: Company, Member, Officer in Default, KMP, etc. · Concept of Corporate Personality and Separate Legal Entity · Lifting/Piercing the Corporate Veil and Corporate Criminal Liability · Promoters: Duties, liabilities, and pre-incorporation contracts · Formation and incorporation of companies, Section 8 Companies, Registered Office, Commencement of · Business, and Conversion of Companies
- 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
- Forms of business organization
- Factors taken into consideration for choice of organization
Unit II — Charter Documents and Corporate Powers
Memorandum of Association (MOA): Clauses and legal significance · Articles of Association (AOA): Meaning, contents, and scope · Relationship between · MOA, AOA, and Shareholders’ Agreements · Doctrine of Ultra Vires · Doctrine of Constructive Notice and Indoor Management · Legal effect and interpretation of charter documents
Unit III — Corporate Capital and Securities
Share Capital: Types and structure · Alteration of Share Capital · Issue and · Allotment of Shares: Public issue, private placement, rights issue, preferential allotment · Prospectus: Types, statutory contents, registration, and liabilities for misstatement · Transfer and Transmission of Shares · ESOPs and Sweat · Equity · Debentures and Charges: Types, registration, and rights of debenture holders
Unit IV — Corporate Governance and Management
Directors: Types, appointment, duties, powers, and liabilities · Independent · Directors and Women Directors · Company Meetings: AGM, EGM, Board · Meetings, quorum, and resolutions · Audit Committee and Nomination & · Remuneration Committee · Auditors and Audit Process · Insider Trading and · Corporate Fraud · Role of Company Secretary and other KMPs
- 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 V — Minority Protection, CSR, and Corporate Restructuring
Prevention of Oppression and Mismanagement · Role of NCLT and NCLAT in minority protection · Investor Protection and SEBI Regulatory Framework · Corporate Social Responsibility (CSR): Policy, expenditure, and reporting · Mergers, Demergers, Amalgamations, and Acquisitions · Regulatory Approvals: · NCLT, SEBI, RBI, and Competition Commission · Winding Up of Companies and role of Liquidator · Special Courts under the Companies Act and overview of · Commercial Courts Act, 2015