Corporate Law-I
Jamia Millia Islamia · LL.B. Semester 6
Unit I — NATURE AND CONCEPT OF A COMPANY
Concept and Nature of Corporate Personality: Advantages and Disadvantages of Company, Lifting of Corporate Veil, Consequences of Non- Compliance of the Provisions of the Companies Act in Matters of Incorporation · Kinds of Companies: Foreign, Multinational and Transnational Corporations · Limited Liability Partnership: Concept and Nature, Formation, Partners and their Mutual Rights and Liabilities-Designated Partners · Corporate Social Responsibilities of Companies: Concept and Relevance, Emerging Trends in Corporate Social Responsibility-Legal Liability of Company-Civil, Criminal, Tortuous and Environmental
- Basic principles of company law for incorporation, prospects and Securities
- Nature of Limited Liability Partnership [Sections 2 — 10]
- Incorporation of Limited Liability Partnership [Sections 11 — 21]
- Partners and their Relations [Sections 22 — 25]
- Corporate Social Responsibility & secretarial audit Applicability of CSR
Unit II — FORMATION OF COMPANY
Promotion of Company: Position and Liability of Promoters-Pre- Incorporation and Provisional Contracts-Process of Registration and Incorporation of Company · Memorandum of Association: Clauses of Memorandum of Association and its Alteration-Binding Force of Memorandum of Association and Articles of Association-Articles of Association and Its Alteration-Relationship with Memorandum of Association · Prospectus: Meaning and Contents-Statement in lieu of Prospectus-Remedies for Misrepresentation-Civil and Criminal liability · Doctrine of Ultra Vires: Doctrine of Constructive Notice-Doctrine of Indoor Management
Unit III — SHARE CAPITAL AND SHARES
Concept, Nature and Kinds of Shares and Share Capital · Issue and Allotment of Shares: General Principles and Statutory Provisions related to Allotment-Issue of Shares at Premium and Discount · Dematerialization and Re-materialization of Shares · Transfer and Transmission of Shares: Buyback of Shares-Forfeiture and Surrender of Shares-Membership in a Company
Unit IV — BORROWINGS AND DIVIDEND
Debentures: Concept, Nature and Kinds-Debentures Index-Charges and Mortgages- Crystallization of Charge · Dividend and Interim Dividend-Rules Regarding Dividend · Borrowing and Lending: Inter-Corporate Loans · Meetings of Shareholders & Directors and Resolutions
- Share capital & debentures Kinds of share capital
- Registration of charges
- 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 V — MANAGEMENT OF COMPANY
Position of Directors · Appointment, Qualifications and Disqualification and Removal of Directors · Powers, Duties and Liabilities of Directors · Corporate Governance
- 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
- Environmental, Social &Governance and Corporate Governance