Elements Of Company Law-II

Unit No.

Unit Title

Contents

1

Management of Company

Management of Company:

1)       Board of Directors: Definition, Powers, Restrictions, Prohibition on Board.

2)       Director: Meaning and Legal Position of Directors,. Types of Directors, Related Party Transactions(Section 188)

3)       Appointment of Directors, Qualifications and Disqualifications, Powers, Duties, Liabilities of Directors, Loans to Directors, Remuneration of Directors

2

Key Managerial Personnel (KMP)

Key Managerial Personnel (KMP) (U/S 203)

1)       Meaning, Definition and Appointments of

2)       Managing Director, Whole Time Director, Manager, CS 2.Company Secretary (CS)- Term of office/ Tenure of appointment, Role of Company secretary

3)       Distinction between Managing Director, Manager and Whole Time Director - Role (Powers, Functions of above KMP)

4)       Corporate Social Responsibility (CSR) [U/S 135] – Concept Who is Accountable, CSR Committee, Activities under CSR,

3

Company Meetings

Company Meetings:

1)       Board Meeting – Meaning and Kinds

2)       Conduct of Meetings - Formalities of Valid Meeting [Provisions Regarding Agenda, Notice, Quorum, Proxies, Voting, Resolutions (Procedure and Kinds) Minutes, Filing of Resolutions, Virtual Meeting]

3)       Meeting of Share Holders General Body Meetings, Types of Meetings

a)       Annual General Meeting (AGM), (Ss.96 to 99)

b)       Extraordinary General Meeting (EOGM).(Sec.100)

4)       Provisions Regarding Convening, Constitution, Conducting of General Meetings Contained in Ss.101 to 114

4

E-Governance and Winding up Company

E Governance and Winding up of a Company

1)       E Governance –Meaning, Importance of E Governance

2)       E Filing – Basic Concept of MCA, E Filing

3)       Winding –Up: Meaning of Winding-up, Dissolution of Company, Conceptual Understanding of Winding-up by the Tribunal,

4)       Compulsory Winding-up, Members’ Voluntary Winding-up, Creditors’ Voluntary Winding-up