305: Corporate Law
Marks: 80
UNIT-I 15
Introductory
formation of a Company- corporate personality, lifting of the corporate veil,
Basic documents-Memorandum & Articles of association, their alternation and
limitations on power of alternation, distinction between Memorandum &
Articles of association, constructive notice of Memorandum & Articles,
doctrine of indoor management.
UNIT-II 20
Financial
structure; The concept of capital and financing of company - sources of
capital; classes and types of shares, stocks & shares, share capital
alternation, increase and reduction of share capital,; Prospectus- definition,
statement-in-lieu- of prospectus, registration, misrepresentation and penalties
there for, underwriting.
Debt capital-
debentures, debenture stock, bonds, debenture trust deed, and trustees,
conversion and redemption of debentures, creation of charges- fixed, floating
and registration thereof.
UNIT-III 15
Issue of
securities and membership: Application & allotment of shares, listing of
security, irregular allotment, calls on shares, bonus issue, rights issues,
issue of sweat equity shares, employee stock option scheme, share certificate,
share warrant, lien on shares, surrender of shares, forfeiture of shares, buy
back of shares, annual return, unclaimed dividend.
Membership-
definition, members vs. shareholders, modes of acquiring membership including
through depository mode, termination of membership, rights and liabilities of
members, register of members, annual return, transfer and transmission of
shares/debentures in physical and depository mode.
UNIT-IV 15
Company Management
and Control of Companies; Directors- appointment, re-appointment of directors,
qualifications, disqualifications, remuneration, vacation of office,
retirement, resignation and removal of directors, loans to directors, their
powers and duties, role of directors.
Meaning and whole
–time directors, managers, company secretary, their appointment, re-appointment,
powers and duties.
Law relating to
majority powers and minority rights, shareholder remedies, actions by
shareholders, statutory remedies, personal actions, prevention of oppression,
and mis-management.
UNIT-V 15
Meaning; Meeting
of directors, frequency, convening and proceedings of board meetings, minutes
and evidence.
General meetings,
kinds of meeting and resolutions, law, practice and procedure relating to
convening and proceedings at general and other meetings, recording and singing
of minutes, role of chairman.
Suggested
Books/Readings:
Company
Law & Practice- A.K. majumdar & G.K. Kapoor, Taxmann Publication.
Company
Law- Vijay Gupta, K.C. Garg, Kalyani Publishers.
Company
Law & Practice- N.D. Kapoor, Sultan Chand & Sons.
Company
Law- P.P.S. Gonga, S. Chand & Company Ltd., New Delhi.
Business
Law- M.C. Kuchal, Vikas Publishing House, New Delhi.
Relevant
Bare Acts.
Company
Law- Singh, Auter, Eastern Book Company, Lucknow.
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