Company Law Principles and Concepts

Paper Code: 
BCS 311
Credits: 
06
Contact Hours: 
90.00
Max. Marks: 
100.00
Objective: 

Course Objectives:

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

 

Course Outcomes (COs):

BCS 311

Company Law Principles and Concepts

 

CO 72:Analyze about the concept of company and shares.

CO 73:Know about the company law in the India.

CO 74:Appraising the use of the memorandum of association,  article of association and prospectus in a company, they also learn from this course.

CO 75:Facilitating the relationship between company and debenture holders and creditors.

CO 76:Reviewing and develop understanding of the necessary framework of companies with reference to various provisions of company act-2013

CO 77:Analyzing the MCA filing in XBRL form and learning the practical aspects of it.

Approach in teaching:
Interactive Lectures, Discussion, Tutorials, Reading assignments, Interactive White Board, Incorporating technology in teaching
Learning activities for the students:
Self learning assignments, Effective questions

Class test, Semester end examinations, Quiz,  Assignments, Class interaction, Presentation, Case study analysis, Open ended questions, think-pair-share, Socratic seminar

 

18.00
Unit I: 
Introduction to Company Law

Jurisprudence of Company Law; Meaning, Nature, Features of a company; Judicial acceptance of the company as a separate legal entity; Concept of Corporate Veil, Applicability of Companies Act; Definitions and Key Concepts.

Shares and Share Capital: Meaning and types of Capital; Concept of issue and allotment; Issue of Share certificates; Further Issue of Share Capital; Issue of shares on Private and Preferential basis; Rights issue and Bonus Shares; Sweat Equity Shares and ESOPs; Issue and Redemption of preference shares; Transfer and Transmission of securities; Buyback of securities; Dematerialization and re-materialization of shares; Reduction of Share Capital.

 

18.00
Unit II: 
Members and Shareholders

How to become a member; Register of Members; Declaration of Beneficial Interest; Rectification of Register of Members; Rights of Members; Variation of Shareholders’ rights; Shareholders Democracy; Shareholder Agreement, Subscription Agreements, Veto powers.

Debt Capital and Deposits: Issue and redemption of Debentures and Bonds; creation of security; Debenture redemption reserve; debenture trust deed; conversion of debentures into shares; Overview of Company Deposits.

Charges: Creation of Charges; Registration, Modification and Satisfaction of Charges; Register of Charges; Inspection of charges; Punishment for contravention; Rectification by Central Government in Register of charges.

 

18.00
Unit III: 
Distribution of Profits- Dividend

Profit and Ascertainment of Divisible Profits; Declaration and Payment of Dividend; Unpaid Dividend Account; Investor Education and Protection Fund; Right to dividend; rights shares and bonus shares to be held in abeyance.

Corporate Social Responsibility: Applicability of CSR; Types of CSR Activities; CSR Committee and Expenditure; Net Profit for CSR; Reporting requirements.

 Accounts, Audit and Auditors : Books of Accounts; Financial Statements; National Financial Reporting Authority; Auditors-Appointment, Resignation and Procedure relating to Removal, Qualification and Disqualification; Rights, Duties and Liabilities; Audit and Auditor’s Report; Cost Audit; Secretarial Audit; Special Audit; Internal Audit.

 

18.00
Unit IV: 
Transparency and Disclosures

Board’s Report; Annual Return; Annual Report; Website disclosures; Policies.

An overview of Inter-Corporate Loans, Investments, Guarantees and Security, Related Party Transactions.

Registers and Records: Maintenance and Disposal.

 

18.00
Unit V: 
An overview of Corporate Reorganization

Introduction of Compromises, Arrangement and amalgamation, Oppression and Mismanagement, Liquidation and winding-up; Overview of Registered Valuers; Registration Offices and Fees; Companies to furnish information and statistics.

An Introduction to MCA 21 and filing in XBRL.

Global Developments: Global Trends and Developments in Company Law. Case laws, Case studies and practical aspects.

References: 
  1. Majumdar,A.K. and Kapoor, G. K., Student’s guide to Company Law, Taxmann Publications (P) Ltd., New Delhi
  2. Study Material Published by Institute of Chartered Accountants of India
  3. Scanner-Arun Kumar(ShuchitaPrakashans(P) Ltd)
  4. Kapoor, N. D., Company Law, Sultan Chand & Sons, New Delhi
  5. Singh, Avtar, Indian Company Law, Eastern Book Company
  6. Nolakha, R.L., Company Law, Ramesh Book Depot, Jaipur
  7. Mathew, M.J., Company Law, RBSA Publishers, Jaipur
  8. Krishnamurti, D.S.R., Company Law, Taxmann, New Delhi, 2007
  9. Guide to Companies Act-Ramiya A (Wadhwa and Company Nagpur)
  10. Manual on Capital Issues-ICSI Publication

 

Academic Year: