Dirbguarh University - B.Com 3rd Sem Syllabus CBCS Pattern: Company Law [CC302]

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.

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.

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.

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.

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

1. MC Kuchhal, Modern Indian Company Law, Shri Mahaveer 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. 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 Note: Latest edition of text books may be used.