Company Law
Savitribai Phule Pune University · LL.B. Semester 4 · LCC 0802
Unit 1 — Preliminary
1. Definition of company, Advantages and disadvantages of incorporation of company · 2. Doctrine of lifting corporate veil – Enemy character, detection of fraud, prevention of tax evasion, Holding & subsidiary company. Statutory grounds for lifting corporate veil · 3. Kinds of company – Public and private companies, Limited and unlimited companies, small company, associate company, Holding and Subsidiary companies, Producer Company, Foreign company, Government company, One person company, defunct company · 4. Distinction between company and partnership · 5. Promoters- Definition, Legal position, functions & duties, rights & Civil and criminal liabilities of promoters regarding prospectus, Remedies available against the promoters for breach of duties, pre incorporation contracts
Unit 2 — Registration of company & Company’s Basic Documents:
1. Procedure of registration of company - Deciding on the nature of the company, application for seeking availability of names, preparation of memorandum and articles of association, particulars of subscribers to memorandum, consent of the directors, particulars of the manager, declaration by the subscribers, notice of registered address, statutory declaration of compliance, filing of documents with the ROC, issuance of certificate of incorporation, Conclusiveness of certificate of incorporation & effect of registration of company · 2. Memorandum of Association –Meaning, purpose, contents of memorandum - Name clause, Registered office clause, Objects Clause, Liability Clause, Capital Clause and Subscription clause, Alteration of clauses in Memorandum · 3. Articles of Association – Meaning, Contents, binding effect of memorandum and articles of Association, relationship between memorandum and articles of Association, Alteration of Articles · 4. Doctrine of ultra vires- Meaning and evolution of doctrine in England, gradual dilution of doctrine, Abolition of doctrine in England, Doctrine as applied in India, Effects of ultra vires acts · 5. Doctrine of Constructive Notice · 6. Doctrine of Indoor Management and exceptions thereto
Unit 3 — Prospectus and Securities in company
1. Definition of prospectus, meaning of invitation to the public, legal requirements of prospectus kinds of prospectus, contents of prospectus & civil and criminal liabilities for misstatement in prospectus · 2. Meaning of share, Nature of share as property, shares and stock, kinds of · share capital, Kinds of shares, distinction between equity and preference shares, overview of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. · 3. Allotment of shares, share certificate, calls on shares, lien on shares, bonus shares, sweat equity shares, buyback of shares, forfeiture of shares, transfer of shares, reduction of share capital, dividend. · 4. Shareholders &, members comparison, modes of becoming a member, Who can be a member?, Rights of members, Duties and liabilities of members, Cessation of membership, Register of members. · 5. Forfeiture of shares, Reissue of forfeited shares, surrender of shares, Employee Stock option Scheme, Alteration and Reduction of share capital · 6. Dividend, Investor Education & Protection Fund · 7. Debenture – Meaning of debenture and its types, rules relating to issue of debentures, rights of debenture holders, debenture trust deed, · 8. Charge- meaning of charge, fixed and floating charge, crystallization of floating into fixed charge and registration of charges · 9. Legal framework for Depository Systems- Introduction to Depository Act and role of SEBI as a regulator, · 10. Safeguards on transfer of Securities in Dematerialized mode
Unit 4 — Company Administration
1. Definition of Director, Director Identification Number (DIN), Qualifications and disqualifications · 2. Appointment of directors, Number of directorships, vacation of office of directors, removal of directors · 3. Powers of Board of directors, Intervention of shareholders in powers of · the board, Duties of directors and Liabilities of the directors & Legal Position of director, Insider trading and corporate social responsibility · 4. Definition of key managerial personnel, definition of manager, definition of managing director, Independent director, Code of Professional conduct for independent director, women directors, interested director, Company Secretary · 5. Company meetings - Board meetings, Annual General Meeting & Extraordinary General Meeting and detail procedure to conduct these meetings · 6. Audit: Qualification & disqualifications of auditor, services that an auditor cannot provide, Appointment and removal of auditors, legal position of auditors, rights & duties of the auditors, Audit committee and vigil mechanism
- 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
- 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
- Insider Trading
- Corporate Social Responsibility & secretarial audit Applicability of CSR
Unit 5 — Protection of Minority
1. Majority rule and exceptions thereto · 2. Prevention of oppression & mismanagement · 3. National Company Law Tribunal & Appellate Tribunal
Unit 6 — Winding up & Merger, Amalgamation, Reconstruction
1. Winding up – Meaning, types, · 2. Grounds for compulsory winding up of company, who can file petition for compulsory winding up, procedure for compulsory winding up , Role of liquidator, Consequences of winding up order · 3. Powers of tribunal in compulsory winding up, position and liabilities of contributories · 4. Compromise, Reconstruction, Merger & Amalgamation
Unit 7 — Corporate Social Responsibility in India
1. Historical context and global evolution of CSR, its theories and models, Definition and Evolution of CSR, Importance of CSR - Ethical, economic, and social dimensions, CSR and sustainable development, Stakeholder theory in CSR, Evolution from philanthropic activities to strategic CSR, Key drivers of CSR in India, · 2. Legal Framework of CSR in India - Companies Act, 2013 - Section 135 of the Companies Act, 2013, CSR Committee: Formation and Functions, CSR Policy: Formulation and Disclosure Requirements, Calculation of CSR expenditure and compliance requirements, · 3. Regulatory Guidelines and Reporting - CSR Reporting norms, SEBI Guidelines on CSR, National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business, Recent amendments and notifications related to CSR, CSR Compliance and Governance - Role of Board of Directors in CSR, CSR Audit and Impact Assessment · 4. Thematic Focus on CSR Thematic Areas in CSR - Education, Health, Environment, and Community Development, CSR in Rural Development, Role of CSR in addressing gender and social inequalities, Government and NGO Collaboration - Role of government in facilitating CSR, Partnerships with NGOs and community organizations, Public-Private Partnerships · (PPPs) in CSR. · 5. CSR in the era of globalization and digital transformation, Innovation and technology in CSR activities, · 6. Legal and operational challenges, Cultural and regional issues in CSR execution, overcoming resistance and fostering a CSR culture within organizations · 7. Evolving regulatory landscape, Strategic importance of CSR for future business sustainability, Predictions and future directions for CSR in India.