Company Law

Syllabus

B.COM 402-18 Company Law

UNIT-I

Nature of a Company: Definition of a Company, Characteristics of a Company, Lifting the Corporate Veil, Company Distinguished from Partnership. Types of Companies Including one Person Company, Small Company, Associate Company, Dormant Company, Producer Company; Association not for Profit; Illegal Association.

Formation of a Company: Steps Involved in the Formation and Incorporation of a Company, On-line Filing of Documents, Promoters, their Legal Position, Pre-incorporation Contract; On-line Registration of a Company.

UNIT-II

Memorandum of Association: Meaning and Importance, Form and Contents, Alteration of Memorandum. Articles of Association: Meaning, Relationship of and Distinction between MOA and AOA. Prospectus: Meaning, Definition and Contents, Statutory Requirements in Relation to Prospectus.

UNIT-III

Share Capital: Kinds of Share Capital, Alteration of Share Capital, Ways for Raising Share Capital, Allotment of Shares, Share Certificate and Share Warrant, Calls on Shares, Forfeiture and Surrender of Shares, Transfer of Shares. Borrowing Powers, Debentures and Charges. Management: Classification of Directors, Women Directors, Independent Director, Small Shareholder’s Director; Disqualifications, Director Identity Number (DIN); Appointment; Legal Positions, Powers and Duties; Removal of Directors; Key Managerial Personnel, Managing Director, Manager; Meetings of Shareholders and Board; Types of Meeting, Convening and Conduct of Meetings, Postal Ballot, Meeting through Video Conferencing, e-voting.

UNIT-IV

Dividends, Accounts, Audit– Provisions Relating to Payment of Dividend, Provisions Relating to Books of Account, Provisions Relating to Audit, Auditors' Appointment, Rotation of Auditors, Auditors' Report, Secretarial Audit. Winding Up - Concept and Modes of Winding Up. Administration of Company Law [Including National Company Law Tribunal (NCLT), National Company Law Appellate Tribunal (NCLAT), Special Courts.