COMPANY LAW

Unit I — UNIT I

Definition and attributes of Company · Kinds of Companies including Multinational Companies · Advantages and Disadvantages of Incorporation · Consequences of non-compliance of the provisions of the Companies Act in matters of incorporation.

• Basic principles of company law for incorporation, prospects and Securities

Unit II — UNIT II

Formation of Company: Promoters- Meaning, duties and liability; · Registration and Incorporation- E-Process and Formation of Company, Memorandum and Article of Association -Various clauses of Memorandum, Doctrine of Ultra- vires. · Alteration of Memorandum, & Article of association, · Binding force of Memorandum and Articles of Association, · Doctrine of Constructive Notice, Doctrine of Indoor Management; · Prospectus -Meaning and contents, Remedies for misrepresentation, Criminal liability

• Incorporation of companies & matters incidental thereto Formation and Incorporation of Companies Commencement of Business Memorandum of association Articles of association
• Prospectus & allotment of securities

Unit III — UNIT III

Shares –Definition, Types, Dematerialized shares (DEMAT), Allotment, Statutory restrictions · Transfer of shares and Buy back of shares- procedure, practice · Debentures – Definition, Kinds, Fixed and Floating charges, remedies of debenture holders, · Debenture Trustee · Insider Trading and the Amended SEBI (Prohibition of Insider Trading) Regulation, 2015 in India.

• Share capital & debentures Kinds of share capital
• Registration of charges
• Insider Trading

Unit IV — UNIT IV

Management of Company -Concept of Corporate Governance · Directors and other Key Managerial persons – Position, Qualification, Disqualification, Appointment and Removal, Powers, Duties, Remuneration and Liability · Company Secretary – Definition, Qualification, Statutory Duties and liabilities · Meetings – Kinds, Procedure, Voting; · UNIT V Minority Protection -Protection of Minority rights, Rule in Foss vs. Harbottle with Exceptions; · Prevention of Oppression and Mismanagement;

• Environmental, Social &Governance and Corporate Governance
• 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
• 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
• 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
• Prevention of oppression and mismanagement

Unit VI — UNIT-VI

Amalgamation, Take over, Mergers · Issues in Competition Law relating to Mergers and Acquisitions · Winding up of Company -Meaning, Voluntary Winding-up, Grounds for compulsory winding up; Appointment, Powers and Duties of Liquidator, Contributories,

• Winding Up

Unit VII — UNIT-VII

Legal liability of company – civil and criminal, · NCLT, NCLAT – Formation, powers etc.