Company Law
Mahatma Gandhi University · LL.B. Semester 5 · UL-23
Unit I
Company-body corporate-shift from regulation to governance-types of companies-corporate personality-limited liability-lifting the corporate veil-registration and incorporation-procedures-promoters-Memorandum of Association-Articles of Association-Constructive Notice and Doctrine of Indoor Management-Corporate Social Responsibility
- 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
- Corporate Social Responsibility & secretarial audit Applicability of CSR
Unit II
Prospectus-misrepresentation and remedies-criminal responsibility- raising of capital-shares-types of shares-allotment of shares-calls on shares-share capital-preference share capital-equity share capital- alteration and reduction of share capital-buyback of shares-initial public offering-further issue of shares-member-shareholder distinction- dematerialisation of shares
Unit III
Borrowing-meaning-powers of Board of Directors-restrictions- ultravires borrowing-consequences-mortgages and charge loans- investments-debentures-kinds of debentures
Unit IV
Corporate governance-appointment of directors-position of directors- rights, duties and liabilities-meetings-minutes of meetings-accounts and audit-inspection and investigation- limitations-preventing oppression and mismanagement-corporate fraud-amalgamation-takeover-reorganization- powers and functions of National Company Law Tribunal and National Company Law Appellate Tribunal
- 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
- Prevention of oppression and mismanagement
- 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
Unit V
Winding up of companies-types-grounds-procedure-powers of liquidators-consequences of winding up-liability of member removal from register