Company Law

Unit I

Meaning and nature of company with emphasis on its advantages and disadvantages over other forms of business organizations · Different kinds of company including One Person Company and Foreign Company · promotion of Companies · Promoters: Position, duties and liabilities · Pre-incorporation Contracts · Process of Incorporation · legal and procedural requirements · Constitutional documents of a company · Memorandum of Association: meaning, purpose, form, contents, alterations and the doctrine of ultra-vires · Articles of Association: meaning, purpose, form, contents, binding nature, alterations and the doctrines of Indoor management and constructive notice · relation between memorandum and Articles · Consequences of incorporation · uses and abuses of the corporate form · lifting of corporate veil · Theories of corporate personality

• 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

Unit II

Different modes of corporate financing · Equity Finance: share and share capital · meaning, nature and kinds · various rights and duties attached to these shares · pre-emptive rights and variation of class rights · prospectus: issue, contents, kinds and liability for misstatements · statement in lieu of prospectus · information disclosure · issue and allotment of shares · shares without monetary consideration, Non-voting equity shares · share transfer, surrender, forfeiture and transmission of shares · share certificate · share warrant · dividends · membership in company · its acquisition and termination · member and shareholder · Debt Finance: borrowing powers · debenture: nature, issue and kinds · creation of charges · fixed and floating charges · mortgages · convertible debentures · inter-corporate Loans and investments · Doctrine of capital maintenance · control over corporate spending · role of Court in protecting the interests of creditors and shareholders

• Prospectus & allotment of securities
• Share capital & debentures Kinds of share capital
• Acceptances of deposits Definition of Deposits Eligibility to accept Deposits Applicability
• Registration of charges
• Dividend Declaration of dividend Unpaid Dividend Account

Unit III

Company and its various organs including divisions of powers between Board of Directors and Company in General Meeting · Company meetings and Resolutions: kinds of Meetings · essential conditions of a valid Meeting · Procedure for calling Company Meetings · Resolutions: kinds and procedures · voting: emerging trends · E-Governance · Directors and other managerial personnel · position, qualifications, disqualifications, appointment, removal, powers · duties and Liabilities · remuneration · company secretary · Appointment of auditor · powers, rights and liabilities of auditor · Corporate abuses and remedies: the balance of powers within companies · majority control and minority protection · prevention of oppression and mismanagement · powers of court and Central Government

• 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
• 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
• 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
• Prevention of oppression and mismanagement

Unit IV

Emerging trends in corporate social responsibility · corporate criminal liability and corporate environmental liability · Corporate re-structuring · compromises, arrangements, mergers, acquisitions · reconstruction and amalgamation · Winding up of Company · meaning and types · grounds for compulsory winding up · appointment, powers and duties of liquidator · contributories · consequences of winding up

• Corporate Social Responsibility & secretarial audit Applicability of CSR
• Winding Up
• Environmental, Social &Governance and Corporate Governance

Unit V

Role of Registrar of Companies, Regional Director, National Financial Reporting Authority, Serious Fraud Investigation Office, SEBI, RBI · National Company Law Tribunal, National Company Law Appellate Tribunal, Special Courts, High Court and the Supreme Court in overviewing and regulating the affairs of companies in India