Corporate Law-II

Unit I

Majority Powers and Minority Rights-Shareholder’s Representative Action and Derivative Action · Corporate Membership Rights and Individual Membership Rights- Prevention of Oppression and Mismanagement-Class Action · Investigation: Inspection of Company’s Affairs: Necessity and Nature of, Grounds for Appointment of Inspectors, Powers and their duties- Investigation by Serious Fraud Investigation Office

• Prevention of oppression and mismanagement

Unit II

Accounts & Reports of Companies. · Audit of Accounts: Auditor-Eligibility-Appointment and Removal- Resignation and Remuneration-Powers & Rights-Duties and Liabilities · Concept of Insider-Dealings and its Prohibition

• 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 III

Amalgamation and Reconstruction-Mergers and Demergers of Companies · Arrangement and Compromise · Take-Over & Acquisition of Companies-Rights of Dissenting Minorities Shareholders

Unit IV

Concept of Winding-Up: Types of-Compulsory Winding-Up& Voluntary Winding-Up · Conduct of Winding-Up: Commencement of Winding Up and Consequences of Winding Up Order; Liquidation Process: Liquidator of Company-Position & Powers · Liability of Past Members-Preferential Payments-Unclaimed Dividends

• Winding Up

Unit V

Formation and Powers of NCLT (National Company Law Tribunal) and NCLAT (National Company Law Appellate Tribunal) · National Law FEMA (Foreign Exchange Management Act), 1999: Dealing and Holding of Foreign Exchange-Current Account and Capital Account-Role of RBI Transactions-Control of Joint Ventures-Investment in India- Repatriation of Project; Capital Market and SEBI (Securities & Exchange Board of India): SEBI-Role in Capital Market-Formation, Powers and Function-Securities Contract Regulation Act, 1956-Recognition of Stock Exchanges-Conditions of Listing of Securities-Securities Appellate Tribunal- Establishment and Scope of Jurisdiction · General Provisions of the Competition Act, 2002

• The Foreign Exchange Management Act, 1999 (FEMA)