Company Law
Swami Ramanand Teerth Marathwada University · LL.B. Semester 4
Unit 1 — Introduction [8 units]
Definitions. · Meaning, characteristics, kinds of companies.
Unit 2 — Incorporation of Company [12 units]
1. Procedure · 2. Promoters and pre-incorporation contracts · 3. Memorandum of Associations · 4. Articles of Associations · 5. Formation of a Company with Charitable Object
Unit 3 — Prospectus [6 units]
Public Offer (IPO) · Private Placement
Unit 4 — Shares, Share capital, Dividend, Debentures [12 units]
Shares-Types, allotment, share certificate, transfer and transmission of shares, buy back, Shares at premium and discount · Share capital-Kinds, alteration and reduction of share capital · Dividend-Kinds, provisions of dividend · Debentures-Kinds, types of charges
Unit 5 — Directors and Key Managerial Personnel's [12 units]
Appointment, Types, Status, qualification and disqualification of directors · Provisions for woman director; Independent directors · Powers, functions and duties of directors · Removal, resignation and vacation of directors
- 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
Unit 6 — Accounts and Audit [8 units]
Accounting standards, · Auditor, Appointment, Removal and Resignation, · Status, Powers and duties of auditors · Rotation of auditors · Corporate Social Responsibility
- 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
- Corporate Social Responsibility & secretarial audit Applicability of CSR
Unit 7 — Meetings [6 units]
Kinds, requisites of valid meetings, minutes of meetings, Proxy · Board Committees, · Borrowing-Discloser of interest by director, Loans and investments by a company, Related party transactions
- 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
- 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
Unit 8 — Compromises, Arrangements and Amalgamation, Revival and Reestablishment of Sick Companies [8 units]
Unit 9 — Minority rights, Prevention of oppression and mismanagement, Winding-up of company [12 units]
Modes of winding up · Official liquidator