Company Law

Unit 1 — MEANING OF CORPORATION

1.1. Theories of corporate personality. · 1.2. Creation and extinction of corporations.

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

Unit 2 — FORMS OF CORPORATE AND NON- CORPORATE ORGANIZATIONS

2.1. Corporations, partnerships and other associations of persons, state corporations, government companies, Dormant companies, one person companies, small, subsidiary companies, sick companies and small scale, co-operative, corporate and joint sectors.

Unit 3 — LAW RELATING TO COMPANIES – PUBLIC AND PRIVATE – COMPANIES ACT, 2013.

3.1. Need of company for development formation of a company registration and incorporation. · 3.2. Memorandum of association – various clauses – alteration therein – doctrine of ultra virus. · 3.3. Articles of association – binding force – alteration – its relation with memorandum of association – doctrine of constructive notice and indoor management – exceptions. · 3.3.1. Prospectus – issue – contents –liability for misstatements – statement in lieu of prospectus. · 3.4. Promoters - position – duties and liabilities. · 3.4.1. Shares – general principles of allotment statutory restrictions – share certificate its object and effects– transfer of share – restrictions on transfer – procedure for transfer – refusal of transfer – role of public finance institutions – relationship between transferor and transferee – issue of shares at premium and discount – depository receipts – dematerialized shares. · 3.4.2. Shareholder – who can be and who cannot ba a shareholder – modes of becoming a shareholder – calls on share – forfeiture and surrender of shares – lien on shares. · 3.4.3. Share capital – kinds-alteration and reduction of share capital – further issue of capital – conversion of loans and debentures into capital –duties of courts to protect the interests of creditors and share holders. · 3.5. Directors – position – appointment – qualification – vacation of office – removal – resignation – powers and duties of directors – meeting, registration, loans – remunerations of directors – role of nominee directors – compensation for loss of office – managing directors and other managerial personnel.

• 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 4 — LAW RELATING TO COMPANIES: COMPANIES ACT- 2013.

4.1. Meeting – Kinds – Procedure- Voting · 4.2. Dividends – Payment – Capitalization – Profit. · 4.3. Audit and accounts – Corporate Social Responsibility. · 4.4. Borrowing powers – powers – effect of unauthorized borrowing – charges and mortgages – loans to other companies – investments – contracts by companies. · 4.5. Debentures – meaning – fixed and floating charge – kinds of debentures – shareholder and debenture holder – remedies of debenture holders. · 4.6. Protection of minority rights. · 4.7. Protection of oppression and mismanagement – who can apply? – Powers of the company, court and of the central government. 16 · 4.8. Investigation – powers. · 4.9. Private companies – nature and advantages – government companies – holding and subsidiary companies. · 4.10. Regulation, merger and amalgamation. · 4.11. National Company Law Board. · 4.12. Winding up –types- by court - reasons – grounds – who can apply – procedure – powers of liquidator – powers of court – consequences of winding up order – voluntary winding by members and creditors – winding up subject to supervision of courts – liability of past members · – payment of liabilities – preferential payment, unclaimed dividends – winding up of unregistered company.

• 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
• Dividend Declaration of dividend Unpaid Dividend Account
• 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
• 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
• Prevention of oppression and mismanagement
• Winding Up

Unit 5 — LAW AND MULTINATIONAL COMPANIES

5.1. International norms for control. · 5.2. National Law FEMA (Foreign Exchange Management Act 1999) controls joint ventures – investment in India – repatriation of project. · 5.3. Collaboration agreements for technology transfer.

• The Foreign Exchange Management Act, 1999 (FEMA)

Unit 6 — CORPORATE LIABILITY

6.1. Legal liability of companies – civil and criminal. · 6.2. Remedies against them civil, criminal and tortious – Specific Relief Act, writs, liability under special statutes.

• Prevention of oppression and mismanagement