To acquire knowledge and develop understanding of the regulatory framework of companies with reference to various provisions of Companies Act and its schedules, rules, notifications, circulars, clarifications there under including case laws and Secretarial standards
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
• Memorandum of Association & Articles of Association and their Alteration
• Contracts and Conversion of Companies
• Commencement of Business
• Doctrine of Ultra–Vires, Constructive Notice, Indoor Management, Alter Ego
• 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
Modes of Acquiring Membership
• Rights and Privileges of Members, Register of Members
• Dematerialisation and Rematerialisation 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 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
Law relating to making investments in and granting loans to other bodies corporate and giving guarantees and providing security
• Acceptance of Deposits, Renewal, Repayment, Default and Remedies
Accounts and Audit
• Books of Accounts
• Financial Statements
• Auditors – Appointment, Resignation and Removal; Qualification and Disqualification; Rights, Duties and Liabilities
• Audit and Auditor’s Report
• Cost Audit and Special Audit