Company Law
Shivaji University, Kolhapur · LL.B. Semester 3 · DSC-303
Unit I — FORMATION OF A COMPANY
1.1 Meaning , features of company and Kinds of companies · 1.2 Lifting of Corporate Veil · 1.3 Legal Position of Promoters and status of Pre-incorporation contracts. · 1.4 Procedure for Registration and Incorporation of Company · 1.5 Legal effect of Certificate of Incorporation & Commencement of Business.
Unit II — MEMORANDUM AND ARTICLES OF ASSOCIATION
2.1 Memorandum of Association: Contents and procedure for alteration · 2.2 Articles of Association: Contents and procedure for alteration · 2.3 Doctrine of Ultra Vires: Meaning , Object , Consequences of ultra vires transactions, · 2.4 Doctrine of Constructive Notice · 2.5 Doctrine of Indoor Management and its exceptions.
Unit III — PROSPECTUS
3.1 Meaning and Definition of Prospectus · 3.2 Contents of Prospectus · 3. 3 Golden Rule / Golden Legacy for issue of Prospectus · 3.4 Remedies for misrepresentation · 3.5 Liability for misstatement in Prospectus- Civil and criminal
Unit IV — SHARES AND DEBENTURES
4.1 Shares, Types of Shares, General Principles of Allotment, Share Certificates and Share Warrants, Transfer and Transmission of Shares, Demat transfers · 4.2 Modes of becoming Member- Collective membership rights · 4.3 Share Capital, Kinds of Share Capital, Alteration and Reduction of Share Capital · 4.4 Dividend, Kinds of Dividend, Declaration of Dividends – Statutory Requirement · 4.5 Debentures – Kinds of Debentures, Types of Charge, Crystallization of Charge
Unit V — DIRECTORS
5.1 Appointment of Directors, Types of Directors, Qualifications and Disqualifications. · 5.2 Legal Position of Directors: Agents, Trustees, Organs · 5.3 Powers, Functions and Duties of Directors. · 5.4 Liabilities of Directors · 5.5 Removal, Resignation and Vacation of the office of Director
- 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 VI — ACCOUNTS, AUDIT AND MEETINGS
6.1 Books of Accounts, Right to inspection of Books of Accounts · 6.2 Appointment, Removal and resignation of Auditor · 6.3 Legal position, Powers and Duties of Auditor · 6.4 Types of Shareholders Meetings · 6.5 Procedure and Requisites of Valid Meeting
- 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
- 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
Unit VII — MINORITY RIGHTS AND WINDING UP OF COMPANY
7.1 Majority Powers and Minority Rights- Rule in Foss vs. Harbottle · 7.2 Compromise, Arrangement and Amalgamation · 7.3 Modes of Winding up of Company · 7.4 Consequences of Winding Up · 7.5 Role of Official Liquidator and National Company Law Tribunal
Unit VIII — CORPORATE GOVERNANCE
8.1 Meaning and significance of Corporate Governance · 8.2 Inspection, Inquiry and Investigation · 8.3 Corporate Social Responsibility · 8.4 Resolution of Corporate Insolvency under Insolvency & Bankruptcy Code 2016 · 8.5 Revival and Rehabilitation of Sick Companies.