Company Law
Tamil Nadu Dr. Ambedkar Law University · LL.B. Semester 3 · TA3D
Unit I — Introduction
Introduction Corporate personality- Definition of a Company - Characteristic of a Company and other types of Associations - Illegal Association - Classes of companies- Lifting or Piercing the Corporate Veil - One Person company
Unit II — Formation
Formation- Formation of a Company- Promoters,Registration Incorporation,Memorandum of Association,Articles of Association, Prospectus and deposits - application for registration.
Unit III — Corporate Financing
Corporate Financing Shares-Application and allotment of shares, members and share holders, share and shares capital, debentures, charges and debentures holders, dividends, borrowings, lending investments , contracts.
Unit IV — Corporate Governance
Corporate Governance Directors-Independent directors,woman directors and managerial personnel, meetings, accounts and audits , internal auditing,National Financial Reporting Authority, e-filing and Information Technology Act,2000,corporate social responsibility,majority powers and minority rights ,prevention of oppression and mismanagement, investigation, powers of inspectors , powers of NCLT, Insider trading.
- 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
- Environmental, Social &Governance and Corporate Governance
Unit V — Compromises, Arrangements and winding up
Compromises, Arrangements and winding up Compromises, Arrangements and Amalgamations-Mergers and acquisitions, winding up and kinds of winding up –Administration of NCLT and CLAT and Special courts –Powers of liquidators, removal of names of companies from Register of companies, Defunct companies and restoration, revival and rehabilitation of sick companies.
Unit VI — Securities Exchange Board of India
Securities Exchange Board of India Securities Exchange Board of India (SEBI) Act,1992 - Amendments 2014-Establishment of Securities Board of India – Powers and Functions of Board – Prohibition of Manipulative and Deceptive Devices,Insider Trading and Substantial Acquisition of Securities or control - Penalities and Adjudication-Securities Appellate Tribunal-Miscellaneous