COMPANY LAW- PRINCIPLES AND CONCEPTS

Introduction to Company Law 

Jurisprudence of Company Law, Doctrine of Ultra-vires, Doctrine of Indoor Management, Doctrine of Constructive Notice, Concept of Corporate Veil, Applicability of the Companies Act, Definitions and Key Concepts, MCA 21

Legal Status and Types of Registered Companies

Legal Status of Registered Companies: Corporate Personality, Perpetual succession, Separate property, Transferability of shares, Capacity to sue or be sued Types of Registered Companies: Private Company, Public Company, Small Company, Holding Company, Subsidiary Company, Associate Company, Dormant Company, Government Company.

Memorandum and Articles of Association and its Alteration

Memorandum of Association and Articles of Association, Incorporation Contracts, Alteration in MOA & AOA.

Shares and Share Capital-Concepts

Meaning and Types of Capital, 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, Reduction of Share Capital, Payment of Stamp Duty, Registers and Records.

Members and Shareholders

How to become a Member, Register of Members, Declaration of Beneficial Interest, Significant Beneficial Owner, Rectification of Register of Members, Rights of Members, Variation of

Shareholders’ Rights .

Debt Instruments-Concepts

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, Purpose, Objective, Drafting and Issuing of Search Report

Distribution of Profits :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, Secretarial Standards on Dividend, Dividend Distribution Policy

Accounts 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 , Internal Audit.

Compromise, Arrangement and Amalgamations-Concepts: Introduction of Compromises, Arrangement and Amalgamation, Oppression and Mismanagement, Class Actions Suits

Dormant Company: Legal framework for Dormant Companies, Procedure to obtain the status of a Dormant Company, Prerequisite for obtaining the status of Dormant Company, Benefits / exemptions provided to a Dormant Company, Compliance requirements by Dormant Company, Procedure to obtain the status of an Active Company from Dormant Company

Inspection, Inquiry and Investigation                                                               

Powers for inspection, Purpose of conducting Inspection, Kinds of Investigation, Power of Inspector to Conduct Investigation into Affairs of Related Companies, Protection of employees during Investigation, Seizure of Documents by Inspector, Freezing of Assets of Company on Inquiry And Investigation, Imposition of Restrictions upon Securities, Inspector’s Report, Expenses of Investigation, Preparation by a Company Secretary to face Investigation, Establishment of Serious Fraud Investigation Office, Process of Investigation by Serious Fraud Investigation Office