ASSAM UNIVERSITY SYLLABUS (NON - HONS): Company Law (3rd SEM - CBCS PATTERN)

B.Com: Semester III

Paper BC 3.1: Company Law

Internal Assessment -30

Term End Exam - 70

Marks: 100

Lectures: 65

Objective: The objective of the course is to impart basic knowledge of the provisions of the Companies Act 2013. Case studies involving issues in company law are required to be discussed.

UNIT 1:

15 Lectures                           20

Introduction: 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; types 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 2:

15 Lectures                                       20

Documents: Memorandum of association, Articles of association, Doctrine of constructive notice and indoor management prospectus-shelf and red herring prospectus, Misstatement in prospectus, GDR; Book building; Issue, allotment and forfeiture of share, Transmission of shares, Buyback and provisions regarding buyback; Issue of bonus shares.

UNIT 3:

15 Lectures                         20

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; committees of Board of Directors – Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee.

UNIT 4:

10 Lectures                    20

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.

UNIT V:

10 Lectures                    20

Winding Up: Concept and modes of Winding Up. Insider – Trading, Whistle-Blowing – Insider-Trading; meaning and legal provisions; Whistle- blowing: Concept and Mechanism.

Suggested Readings:

1. MC Kuchhal, Modern Indian Company Law, Shri Mahaveer Book Depot (publishers),

Delhi.

2. GD Kapoor and Sanjay Dhamija, Company, Law, Bharat Law House, Delhi.

3. Anil Kumar, Corporate Laws, Indian Book House, Delhi.

4. Reena Chadha and Sumant Chadha, Corporate Laws, Scholar Tech Press, Delhi.

5. Avtar Singh, Introduction to Company Law, Eastern Book Company.

6. Ramaiya, A Guide to Companies Act, LexisNexis, Wadhwa and Buttersworth.

7. Manual of Companies Act, Corporate Laws and SEBI Guideline, Bharat Law House, New

Delhi.

8. A Compendium of companies Act 2013, along with Rules, by Taxmann Publications.

9. Gower and Davies, Principles of Modern Company Law, Sweet & Maxwell.

10. Sharma, J. P., An Easy Approach to Corporate Laws, Ane Books Pvt. Ltd., New Delhi.