COMPANY LAW
Kakatiya University · LL.B. Semester 2 · P-V
Unit I
Corporate Personality · General Principles of Company Law –Evolution of Company Law in India · Companies Act, 1956 · Companies Act, 2013 and Recent Amendments · Nature and Definition of Company · Private Company and Public Company · Characteristics of a Company · Different kinds of Company · Registration & Incorporation of Company –Advantages and Disadvantages of Incorporation · Lifting of the Corporate Veil · Company distinguished from Partnership, HUF and LLP
- Basic principles of company law for incorporation, prospects and Securities
- Incorporation of companies & matters incidental thereto Formation and Incorporation of Companies Commencement of Business Memorandum of association Articles of association
- Difference between Limited Liability Partnership incorporated under Limited Liability
- Partnership Act, 2008 and a Partnership Firm incorporated under the Indian Partnership
- Act, 1932 and a Company incorporated under Companies Act, 2013
Unit II
Promoters · Memorandum of Association · Doctrine of Ultravires · Articles of Association · Doctrine of Indoor Management · Prospectus · Civil and Criminal liability for misstatement in Prospectus · Statement in lieu of Prospectus · Pre-incorporation Contracts · Membership in a Company –Modes of Acquisition of Membership in Company · Members and Share Holders
Unit III
Shares & Stock · Kinds of shares –Share Capital · Statutory restrictions on allotment of shares · Intermediaries · Call on shares for future of shares- Transfer of shares –Transmission of shares · Reduction on transfer of shares · Rectification of register on transfer · Certification and issue of certificate of transfer of shares · Limitation of time for issue of certificates · Object and effect of share certificate-Debentures & Charges · Borrowing Powers of a Company
Unit IV
Directors · Different kinds of Directors · Appointment, position , qualifications and disqualifications · Powers of Directors · Rights and Duties of Directors · Corporate Governance and Role of Directors · Meetings and proceedings · Kinds of Meetings · Statutory meeting- Statutory report · Annual General Meeting · Extraordinary meeting · Power of the Tribunal to order meeting · Class meetings · Requisites for a valid meeting -Proxy · Resolutions · Minutes- Shareholders Activism-Corporate Social Responsibility
- 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
- Corporate Social Responsibility & secretarial audit Applicability of CSR
- Environmental, Social &Governance and Corporate Governance
Unit V
Accounts and Audit · Majority Rule and Rights of Minority share holders · Prevention of Oppression and Mismanagement · Mergers, Amalgamation and Takeover- Dissolution of a company · Winding up of Companies-Modes of Winding up of Companies · Consequences of winding up –Functions of Liquidator · Authorities under the Act- Department of Company Affairs · NCLT, NCLAT · Jurisdiction of Courts
- 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
- Prevention of oppression and mismanagement
- Winding Up