5th Semester LLB Unitary - Company Law - Notes, Question Papers and Syllabus
Company Law
Subject shall be taught by incorporating the recent developments.
Unit I
Meaning and nature of company with emphasis on its advantages and disadvantages over other forms of business organizations – Different kinds of company including One Person Company and Foreign Company. Promotion of Companies - Promoters: Position, duties and liabilities - Pre-incorporation Contracts. Process of Incorporation - legal and procedural requirements. Constitutional documents of a company - Memorandum of Association: meaning, purpose, form, contents, alterations and the doctrine of ultra-vires - Articles of Association: meaning, purpose, form, contents, binding nature, alterations and the doctrines of indoor management and constructive notice - relation between Memorandum and Articles. Consequences of incorporation - uses and abuses of the corporate form - lifting of corporate veil. Theories of corporate personality.
Unit II
Different modes of corporate financing.
Equity Finance: Share and share capital - meaning, nature and kinds - various rights and duties attached to these shares - pre-emptive rights and variation of class rights - prospectus: issue, contents, kinds and liability for misstatements - statement in lieu of prospectus - information disclosure - issue and allotment of shares - shares without monetary consideration, non-opting equity shares - share transfer, surrender, forfeiture and transmission of shares - share certificate - share warrant - dividends - membership in company - its acquisition and termination - member and shareholder.
Debt Finance: Borrowing powers - debenture: nature, issue and kinds - creation of charges - fixed and floating charges - mortgages - convertible debentures - inter-corporate loans and investments. Doctrine of capital maintenance - control over corporate spending - role of court in protecting the interests of creditors and shareholders.
Unit III
Company and its various organs including division of powers between Board of Directors and Company in General Meeting. Company meetings and resolutions: kinds of meetings - essential conditions of a valid meeting - procedure for calling company meetings - resolutions: kinds and procedures - voting: emerging trends - e-governance. Directors and other managerial personnel: position, qualifications, disqualifications, appointment, removal, powers, duties and liabilities - remuneration - company secretary. Appointment of auditor - powers, rights and liabilities of auditor. Corporate abuses and remedies - the balance of powers within companies - majority control and minority protection - prevention of oppression and mismanagement - powers of court and Central Government.
Unit IV
Emerging trends in corporate social responsibility - corporate criminal liability and corporate environmental liability. Corporate restructuring: compromises, arrangements, mergers, acquisitions - reconstruction and amalgamation. Winding up of company: meaning and types - grounds for compulsory winding up - appointment, powers and duties of liquidator - contributories - consequences of winding up.
Unit V
Role of Registrar of Companies, Regional Director, National Financial Reporting Authority, Serious Fraud Investigation Office, SEBI, RBI, National Company Law Tribunal, National Company Law Appellate Tribunal, Special Courts, High Court and the Supreme Court in overviewing and regulating the affairs of companies in India.
Suggested Readings:
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Clive M. Schmitthoff - Palmer’s Company Law
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L.C.B. Gower - Principles of Modern Company Law
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Farrar’s - Company Law
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John Birds et al - Boyle & Birds’ Company Law
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A. Ramaiya - Guide to Companies Act
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G.K. Kapoor (Dr.) & Sanjay Dhamija - Taxmann’s Company Law and Practice
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Avtar Singh (Dr.) - Company Law
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