Company Law
Guru Nanak Dev University · LL.B. Semester 4
Unit I
Corporate Personality: Advantages & Disadvantages of Incorporation; Kinds of Companies; · Promoters; Registration of a Company (Public and Private) · Judgments: · 1. New Horizons Ltd. Another v. Union of India, (1995) 1 SCC 478 L.J. (SC) · 2. Juggi Lal Kamlapat v. CIT, AIR 1969 SC 932
Unit II
Memorandum of Association · Articles of Association · Prospectus · Worker’s Participation in Management · Judgments: · 1. Lakshmanaswami Mudaliar v. HC, AIR 1963 SC 1185 · 2. In the matter of Standard General Insurance Co. Ltd., AIR 1965 Cal. 16
Unit III
Raising of Funds for Business Shares, Share Capital, Borrowing · Debentures, Share-holders, Debenture holders; SEBI Regulations · Judgments: · 1. Bajaj Auto Ltd. v. N.K. Firodia & others, AIR 1971 SC 321 · 2. Unity Co. v. Diamond Sugar Mills, AIR 1971
Unit IV
Company Management Personnel, their Powers and Duties, Company Meetings; · Oppression and Mismanagement; Winding Up Grounds and Effects · Judgments: · 1. Ms. Madhusudan Goverdhan Das & Co. v. Madhav Woolen Industries, P.Ltd, AIR 1971 · 2. Shanti Prasad Jain v. Kalinga Tubes Ltd., AIR 1965 SC 1535
- 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
- Winding Up