Company Law
SNDT Women's University · LL.B. Semester 3 · 3003
Unit I — Module I (2 credits): Formation, Constitution and Capital
Introductory: definition and characteristics, lifting of corporate veil, company and partnership firm, classes of companies · Corporation: theories of corporate personality; majority rule and minority rights (Foss v. Harbottle) · Formation: registration, documents, promoter, pre-incorporation contracts; kinds of companies · Memorandum of association: contents, alteration, doctrine of ultra vires · Articles of association; constructive notice and indoor management · Prospectus: contents, misstatement, penalty · Membership in a company · Share capital: kinds, alteration, reduction, voting rights, buy-back
- 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
- Prospectus & allotment of securities
- Share capital & debentures Kinds of share capital
Unit II — Module II (2 credits): Shares, Management, Meetings and Winding Up
Shares: allotment, transfer, surrender, forfeiture, transmission, share certificate, share warrant, dividends · Directors: appointment, qualification, disqualification, duties, liabilities, removal, board; audit and accounts · Borrowing powers: debentures, charges, mortgages, fixed and floating charges · Meetings: kinds, notice, quorum, proxies, voting, resolutions; auditors · Prevention of oppression and mismanagement · Merger and amalgamation; compromises and arrangements · Winding up: types, petition, liquidator, consequences, dissolution
- Share capital & debentures Kinds of share capital
- Dividend Declaration of dividend Unpaid Dividend Account
- 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
- 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
- Registration of charges
- 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
- Winding Up