Company Law
University of Jammu · LL.B. Semester 4 · LLB252
Unit I
Incorporation of Company: Definition, Characteristics, Lifting of Corporate Veil, Types of Companies, Formation and Incorporation of Company: Variousstages. · Memorandum of Association, Articles of Association and theiralteration. · Prospectus: Contents, Liability of Misstatement. · Doctrine of Ultra Vires, Constructive Notice and IndoorManagement
Unit II
Share Capital: Types of shares, Issues and allotment of Shares, Share certificate and Share warrant. · Debt Capital: Debenture, Types and Characteristics, Charge: Fixed and Floating. · Calls on shares, Forfeiture and surrender of shares, Transfer and transmission of shares,Dividend
Unit III
Directors: Appointment, Disqualification and Vacation & Removal, Powers and Legal position. · Meetings: Meeting of Board of Directors, Meeting ofshareholders, · Requisition of validmeetings · Majority Powers and Minority Rights, Prevention of Oppression and Mismanagement.
- 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
- Prevention of oppression and mismanagement
Unit IV
Winding up: Meaning andMethods · SEBI Act,1992 · Limited Liability Partnership:Overview · DepositorySystem