Company Law
University of Kerala · LL.B. Semester 4 · Paper III
Unit I
Brief History of Companies Act · Emergence of Corporation as a Commercial Association · Formation of a Company · Procedural Requirements · Effect of incorporation · The Doctrine of lifting of corporate veil · Company distinguished from other association · Different Kinds of Companies
Unit II
Joint Stock Company-Meaning-Kinds of companies (Special Provisions with respect to Private Company, Public Company, One Person Company, Small Company, Dormant Company) Formation · Memorandum of Association · Contents · Restriction on “Other Objects” · Doctrine of Ultra Vires · Articles of Association-ContentsProspectus-contents-Types(Statement in Lieu of Prospectus, Shelf Prospectus, Red Herring Prospectus)-Underwriting-Book Building Process · Green Shoe option · EFlying · Dematerialization · Share Capital and Debentures · Meaning of Shares · Kinds of Shares · Voting rights · Issue of Shares at a Premium and Discount · Partly paid shares · Bonus Shares · Rights shares · Sweat Equity Shares · Debentures · Meaning–Types
Unit III
Managerial Personnel · Directors · Women Directors · Independent Directorsdirector Identification Number · Other Key Managerial Personnel · Related Party Transactions
- 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
Unit IV
Meetings and Resolutions · Meeting · Statutory Meeting · Annual general meeting · Extraordinary general Meeting · Notice of meeting · Quorum · Proxy · Board of Directors Meeting- committee · Types of Committee · Corporate Social Responsibility · Resolutions · Ordinary & Special Resolution requiring special notice
- 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
Unit V
Winding up of company · Modes of winding up · winding up by the court · Voluntary winding up · Types · Members’ voluntary winding up · Creditors’ voluntary winding up · National Company Law Appellate Tribunal · Statutes The Companies Act, 2013 with latest amendments