B.Com
(Hons): (CBCS)
Semester-II
Core Course
C
204-Corporate Law (6 Credits) Lecture: 60 Tutorials: 5
Full
Marks: 100 (Internal Assessment 20 + 80 End-Term)
Objective: the objective of the course is to
impart basic knowledge of the provisions of the Companies Act 2013 and the
depositories Act, 1996. Case studies involving issues in corporate laws are
required to be discussed.
Unit I: Introduction 14 L + 1 T Marks: 18
Administration of Company Law
[including National Company Law Tribunal (NCLT), National Company Law Appellate
Tribunal (NCLAT), special Courts]; Characteristics of a company; lifting of
corporate veil; type of companies including one person company, small company
and dormant company; association not for profit; illegal association; formation
of company, on-line filing of documents, promoters, their legal position,
pre-incorporation contract; on-line registration of a company.
Unit-II: Documents 14 L + 1 T Marks: 18
Memorandum of association, Articles
of association, Doctrine of constructive notice and indoor management,
prospector-shelf and red herring prospectus, misstatement in prospectus, GDR;
book-building; issue, allotment and forfeiture of share, transmission off
shares, buyback and provisions regarding buyback; issue of bonus shares.
Unit-III: Management 14 L + 1 T Marks: 18
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; Meeting: Meetings of shareholders and board of
directors; types of meetings, convening and conduct of meetings, requisites of
a valid meeting, postal ballot, meting through video conferencing, e- voting. Committees
of Board of Directors-Audit Committee, Nomination and Remuneration Committee,
Stakeholders relationship committee, corporate social responsibility committee.
Unit-IV: Accounts and Audit 14 L+ 1 T Marks:
18
Dividends, Accounts, Audit:
Provisions relating to payment of dividend, provisions relating to book of
account, provisions relating to audit, auditors’ appointment, rotation of
auditors , auditors’ report, secretarial audit.
Winding up: concept and modes of
winding up. Insider trading, whistle blowing: Insider trading; meaning &
legal provisions; whistle- blowing: concept and mechanism.
Unit V: Depositories Law 4 L Marks:
08
The
Depositories Act 1996-definitions; rights and obligations of depositories,
participants issuers and beneficial owners; enquiry and inspections, penalty.
Suggested Readings:
1)
MC
Kuchhal, Modern Indian Company Law,
Shri Mahavir Book Depot (Publishers), Delhi.
2)
GK
Kapoor and Sanjay Dhamija, Company Law,
Bharat Law House, Delhi.
3)
Anil
Kumar, Corporate Laws, Indian Book House,
Delhi
4)
Avtar
Singh, Introduction to Company Law, Eastern
Book Company
5)
Ramaiya,
A Guide to Companies Act, LexisNexis,
Wadhwa and Buttersworth.
6)
Manual of Companies Act, Corporate
Laws and SEBI Guideline, Bharat
Law House, New Delhi.
7)
A Compendium of Companies Act 2013,
along with Rules,
by Taxmann Publications.
8)
Garg
K.C., Corporate Law (Odisha), Kalyani Publishers.
9)
Maheswari,
Maheswar-Elements of Corporate Laws-Himalaya Publishing House.
10)
Kapoor
G.K. and Suri A.P., Corporate Laws, Taxmann Publications.
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