Company Law
Osmania University · LL.B. Semester 3 · P-IV
Unit I
Corporate Personality · General Principles of Company Law · Nature and Definition of Company · Private Company and Public Company · One Person Company · Characteristics of a Company · Different kinds of Company · Registration&Incorporation of Company · Lifting the Corporate Veil · Company distinguished from Partnership , HUF and LLP
Unit II
Promoters · Memorandum of Association · Doctrine of Ultra vires · Articles of Association · Doctrine of Indoor Management · Prospectus · Civil and Criminal · Compounding of offences under Sec.441-decriminalization · Liability for misstatement in prospectus · Statement in lieu of Prospectus · Pre-incorporation Contracts · Membership in a Company · Borrowing Powers · Debentures&Charges · insider trading of company shares
Unit III
Shares & Stock · Kinds of shares · 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
Unit IV
Directors · women director · Independent director · code for independent direcotos · Different kinds of Directors · Appointment, position, qualifications and disqualifications-powers of Directors · Rights and Duties 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 · Chairman for meetings · Duties of Chairman · 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
- Appointment and remuneration of managerial personnel
- 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
Accounts and Audit · Inspection and Investigation · Compromises, Reconstruction and Amalgamation · Majority rule and Rights of minority share holders · Prevention of oppression and mismanagement · class action · Revival and rehabilitation of sick industrial companies · Mergers, Amalgamation and Takeover · Dissolution of a company · Winding up of companies · Modes of winding up of companies · consequences of winding up · The insolvency and Bankruptcy Code, 2016 in relation to winding up of companies · Authorities under the Act- Department of Company Affairs · NCLAT, NCLT, Company Law Board, Regional Directors, ROC, Public Trustee or Advisory Committee&SFIO-Their powers and functions · Jurisdiction of Courts · Corporate governance and certain relaxations in the light of pandemic
- 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
- Environmental, Social &Governance and Corporate Governance
- Liquidation Process
- Adjudicating Authorities and Appellate Authorities