Company Law
Goa University · LL.B. Semester 5 · LLB-301
Unit 1 — Introduction to the basic legal framework in India
1. Company as a business medium · 2. Definition nature and characteristics · 3. Advantages and Disadvantages of a company · 4. Registration and Incorporation (LLP-Limited Liability · Partnership) · 5. Certificate of incorporation · 6. Memorandum of Association · 7. Various clauses of memorandum of association · 8. Doctrine of Ultra vires · 9. Article of Association · 10. Constructive notice and doctrine of Indoor Management
Unit 2 — Basis of classification of Companies
1. Types of Companies · 2. Pre-incorporation of contracts · 3. Conversion of Public Company into Private Company and vice- versa · 4. Commencement of business
Unit 3 — Prospectus
1. Definition contents · 2. Types of prospectus · 3. Misrepresentation of prospectus (Golden Rule) · 4. Liability for untrue statement · 5. Remedies for misrepresentation · Promoters · Definition duty Liability and position · Underwriting commission and Brokerage
Unit 4 — Shares Share Capital and Debentures Share capital Share
Holders and members · 1. Meaning and kinds of shares · 2. Allotment, Statutory restrictions, transfer of shares, · 3. Share certificate · 4. Issue of duplicate of share certificate · 5. Calls and forfeiture of shares · 6. Requisite of a valid call · 7. Kinds of share capital · 8. Share warrants · 9. Definition of member Modes of acquiring membership · 10. Definition features and kinds of debentures · 11. Charge
Unit 5 — Management and Administration of Company and Corporate
Governance · 1. Directors- Position, appointment, qualifications, powers and duties and liabilities other managerial personnel · 2. Meetings and kind of meetings Requisite of a valid meeting · 3. Dividends- rules as to payments of dividend · 4. Audit and accounts · 5. Borrowing Lending Investments and contracts · 6. Significance of corporate governance · 7. Corporate social responsibility · 8. Corporate liability under environmental law · 9. Offence · 10. s and penalties of company under Companies Act
- 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
- Dividend Declaration of dividend Unpaid Dividend Account
- 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
- Environmental, Social &Governance and Corporate Governance
- Corporate Social Responsibility & secretarial audit Applicability of CSR
Unit 6
1. Oppression and Mismanagement- meaning of oppression and mismanagement and prevention- Rule in Foss v. · Harbottle and exceptions- powers of NCLT and Central · Government- Investigations and Inspection Role of Serious fraud Investigation office (SFIO) · 2. Majority powers and minority Rights · 3. Reconstruction Amalgamation - Merger Compromise and arrangement · 4. Winding up- meaning types procedure and consequences of winding up, role and powers of official liquidator, court, and · NCLT conduct of winding up