Fifth Year B.A. LL.B. - Semester X
Fifth Year B.B.A. LL.B. - Semester X
Third Year LL.B. - Semester VI
LC 1003 Company Law :
Objectives of
the Course : Company legislation in India owes its origin to the English
company law. Modern business ventures require knowledge of company law. There
have been considerable changes in company law over last few years. These
Changes have put more responsibility on the shoulder of Directors. A company
has to comply with lot of procedures as covered under the Companies Act, 2013,
Listing agreement, the Securities and Exchange Board of India Act, 1992 and
regulations. Moreover, corporate Governance is now actively being implemented
in various corporate houses. Law students are expected to study these changes
thoroughly and minutely. The Company Act, 2013 seems to strengthen the
Corporate Governance. This course provides study of company law in detail which
is essential for budding lawyers.
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Module 01 |
Concept, Nature and
Meaning of Company : 1.
Historical origin of company law in India and
important definitions under the Company Act, 2013 2.
Characteristics of company – Company a Legal
Person, Separate Legal Entity, Perpetual Succession, Common Seal, Limited
liability 3. Doctrine of Corporate Veil 4. Difference between company and others
forms of business organizations |
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Module 02 |
Registration and Incorporation of Company : 1.
Types of Company - One Person Company, Company
Limited by Shares, Unlimited Company, Private and Public Company, Foreign
Company 2.
Formation of Company 3.
Certificate of Incorporation 4.
Pre-incorporation contracts 5.
Commencement of Business 6.
Memorandum of Association (MOA), Alteration of
MOA and Doctrine of Ultra vires 7.
Articles of Association, Doctrine of
constructive notice and Indoor Management |
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Module 03 |
Promoters, Securities (Shares), Debentures : 1. Promoters - Fiduciary relationship,
Duties and liabilities |
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2.
Prospectus and Kinds of Prospectus 3.
Shares - Meaning and Nature 4.
Kinds of Shares 5.
Securities (Shares) - Allotment of securities
and Share Holdings 6.
Issue of shares 7.
Certificate of shares 8.
Shareholders and voting rights 9.
Transfer of shares 10. Shareholders
and Members 11. Share
Capital and kinds of share capital 12. Publication
of Authorized, Subscribed and paid up capital 13. Buy
back of shares 14. Dividends
15. Debentures
- Meaning, Kinds and Characteristics |
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Module 04 |
Appointment, Role and Qualification of Director and Meetings of Boards : 1.
Role, Appointment and Types of Directors 2.
Board of Directors 3.
Independent Directors 4.
Legal Position of Directors 5.
Appointment of directors and Managerial Staff 6.
Powers and Duties of Directors 7.
Civil and Criminal Liability of Directors 8.
Inspection, Inquiry and Disqualification 9.
Removal of Director 10. Types
of Meetings |
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Module 05 |
Compromise, Reconstruction, Amalgamation and Mergers : 1.
Compromise, Arrangements and Amalgamations 2.
Sanction, Duties and Powers of Tribunal 3.
Power to Compromise or make arrangements with
creditors and members 4.
Reconstruction and Amalgamation of Company 5.
Modes of reconstruction 6.
Declaration and Payments of dividends in above
cases 7.
Fast track Mergers 8.
Amalgamation of companies by Central Government
in public interest |
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Module 06 |
1.
Books of accounts, etc, to be kept by the
Company 2.
System of maintenance of accounts in Company 3.
Audit and Auditors 4.
Protection of Minority Share Holders 5.
Prevention of Oppression and Mismanagement 6.
Removal of names of companies from register of
companies 7. Revival and Rehabilitation |
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Module 07 |
1. Meaning
of Winding up
2. Procedures
for winding up
3. Winding
up process by Tribunal
4. Consequences
of winding order
5. Company
liquidator and their appointments
6. Report
of the liquidator
7. Custody
of company’s property
8. Company
Dissolution
9. Voluntary
Winding up
10. Declaration
of Insolvency
11. Procedure
for voluntary Winding up
12. Appointment
of Liquidators
Module 08 Constitution of National CompanyLaw Tribunal, Appellate Tribunal and Special Court :
1. Constitution
of National Company law Tribunal
2. Appellate
Tribunal
3. Selection
of members, terms of office, salary
4. Removal
of members
5. Order
of Tribunal
6. Powers
of Tribunal
7. Appeal
from orders of Tribunals
8. Establishment
of special courts
9. Offences
trial by special courts
10. Meditation
and Conciliation Panel
11. Corporate
Social Responsibility
Recommended Readings :
1. A.
Ramaiya, Guide to the Companies Act,
LexisNexis, Butterworths Wadhawa, Nagpur.
2. C.R.
Datta, Datta on the Company Law,
LexisNexis, Butterworths Wadhawa, Nagpur.
3. Avtar
Singh, Company Law, Eastern Book
Company, 2013.
4. Agrawal
S., Corporate Governance & Concept
& Dimensions.
5. Singh
R. K., Amalgamation & Merger of
Companies & the WTO: An Indian Perspective, Eastern Law House 2013.
6. Kapoor
G.K. and Dhamija Sanjay, Taxmann’s
Company Law & Practice, Taxmann, 2017.
7. Chopra
D.S. & Arora Nishant, Company Law:
Piercing the Corporate Veil, Eastern Law House, 2013.
Note for Syllabus of all Subjects :
1. The students are advised to refer latest editions of the books / readings recommended. The list of recommended readings is given for the general information and understanding of the students. However, students are advised to refer any other standard book or other material available. In case student finds no recommended readings for any topic of the syllabus, the students may refer any standard book or other material available. The students are also advised to refer E-Resources.
2. The students shall also refer and study the latest amendments in the concerned law. Such amendment in law shall become a part of a syllabus of concerned subject and shall be operative with effect from the academic year immediately next to the academic year in which amendment in the concerned law becomes operative.
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