Company Law-I

Introduction

• Historical Development of Concept of Corporate Law in India

• Company – Definition, Meaning, Nature and its Characteristics

• Nature and Forms of Business

• Company vis-à-vis other Forms of Business

• Concept of Corporate Personality, Corporate Veil, Limited Liability and Citizenship

Incorporation and its Consequences

• Types of Companies and their incorporation

• Promoters – Meaning, Position, Duties, Rights, Responsibilities and Liabilities

• Formation of Companies – Procedural Aspects

• Contracts and Conversion of Companies

• Commencement of Business

• Doctrine of Ultra–Vires, Constructive Notice, Indoor Management, Alter Ego

 Financial Structure

• Concept of Capital and Financing of Companies –

Sources of Capital; Classes and Types of Shares; Equity Shares with Differential Rights; Issue of Shares at Par, Premium and Discount; Forfeiture and Surrender of Shares; Bonus Issues; Rights Issues; Issue of Sweat Equity Shares; Employees Stock Option Scheme; Private Placement; preference shares and other forms of securities

• Alteration of Share Capital –

Reduction of Capital; Buy–Back of Shares

• Prospectus – Definition; Abridged Prospectus; Red–Herring Prospectus; Shelf Prospectus; Information Memorandum; Contents, Registration; Misrepresentations and Penalties

• Debt Capital – Debentures, Debenture Stock, Bonds; Recent Trends and Dynamics of Corporate Debt Financing; Debenture Trust Deed and Trustees; Conversion of and Redemption of Debentures

• Securing of Debts: Charges ; Creation, Modification and Satisfaction of Charges

• Allotment and Certificates – General Principles and Statutory Provisions related to Allotment; Minimum Subscription; Irregular Allotment; Procedure of Issue of Share Certificates and Warrants

Membership in a Company

• Modes of Acquiring Membership

• Rights and Privileges of Members, Register of Members

• Dematerialization and Re-materialization of Securities

• Transfer and Transmission of Securities in Physical and Dematerialized forms

• Nomination

Management and Control of Companies

• Directors – Types, Director’s Identification Number (DIN),

Appointment/Reappointment, Qualifications, Disqualifications, Vacation of Office, Retirement, Resignation and Removal of Managing and Whole–Time Directors and Manager

• Role and Responsibilities of Directors

• Powers and Duties

• Loans to Directors

• Remuneration of Directors

• Office or Place of Profit

• Contracts in which Directors are Interested

• Board of Directors and its Committees

Company Secretary – Appointment, Role and Responsibilities

• Company Secretary as a Key Managerial Personnel

• Meetings:

Meetings of Board and Committees – Frequency, Convening, Proceedings, Video Conferencing of Board/Committee(s); Resolution by Circulation; Minutes and Evidence

General Meetings – Kinds of Meetings; Law, Practice and Procedure Relating to Convening and Proceedings at General and Other Meetings; Notice, Quorum, Chairman, Proxy, Voting including Voting through Electronic Means; Resolutions, Circulation of Members’ Resolution, etc.; Postal Ballot; Recording, Signing and Inspection of Minutes;

• Distribution of Powers of a Company – Division of Powers between Board and General Meetings; Acts by Directors in Excess of Authority; Monitoring and Management

• Sole Selling and Buying Agents – Meaning, Appointment and Reappointment, Removal; Powers of Central Government and Rules Framed for the Purpose