Company Law
Pondicherry University · LL.B. Semester 2
Unit 1 — Corporate Personality
Definition of Company, Kind of Company, Formation of Company, Certificate of incorporation, Advantages and Disadvantages ofincorporation
Unit 2 — Memorandum of Association & Articles of Association
Contents, Alteration, Binding force of memorandum and articles, Doctrine of constructive notice and indoor management
Unit 3 — Prospectus
Definition, Contents, Liability for misrepresentation or untrue statement in prospectus, Statement in lieu of prospectus, Role of promoter, Pre-incorporationcontracts
Unit 4 — Shares and Debentures
Allotment, Restriction on allotment, Share certificate, Transfer of shares, Forged transfer, Issue of shares on premium and discount, Call on shares, forfeiture of shares, surrender of shares, Lien on shares, Dividend on shares · Meaning and Kinds ofDebentures
Unit 5 — Members
Modes of membership, who may be member, Ceasing of membership, Register of members, Inspection and closing of register, Rectification of register, Annual returns
Unit 6 — Directors
Appointment, Qualification, Vacant of office, Removal, Powers, Position and Duties, Corporate SocialResponsibility
- 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
- Corporate Social Responsibility & secretarial audit Applicability of CSR
Unit 7 — Meetings
Kinds, Notice, Quorum, Voting, Kinds ofresolutions
Unit 8 — Prevention of oppressing and mismanagement
Majority powers and Minority rights (Rule in Foss v. Harbottl), Prevention of oppression and mismanagement (Sections: 241- 246)
Unit 9 — Winding up of Company
1) Winding up by Tribunal (Grounds, Who can apply, Powers of Tribunal, Commencement of winding up, Consequences of winding up order, Dissolution of company) · 2) Voluntary Winding up (By ordinary & special resolution, Declaration of solvency, Meeting of creditors, Appointment, powers & duties of company liquidator, Final meeting anddissolution)