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Corporate and Business Laws-II
Paper Code:
AAF 213
Credits:
3
Contact Hours:
45.00
Max. Marks:
100.00
Objective:
To develop knowledge and skills in the understanding of the general legal framework within which international business takes place, and of specific legal areas relating to business, recognizing the need to seek further specialist legal advice where necessary.
9.00
The formation and constitution of a company-role and duties of
company promoters, and the breach of those duties and remedies
available to the company, meaning of, and the rules relating to, pre-
incorporation contracts, procedure for registering companies, both
public and private, statutory books, records and returns that companies
must keep or make, effect of a company’s constitutional documents,
contents of the model articles of association, the procedure to change
articles of association, control over the names that companies may or
may not use.
9.00
Capital and the financing of companies-
Share capital- types of capital, classes of shares, including treasury
shares, the procedure for altering class rights, allotment of shares, rights
issue and bonus issue of shares, issuing shares at either a discount, or at
a premium.
Loan capital- companies’ borrowing powers, meaning of loan capital
and Debenture, difference between loan capital and share capital, rights
held by shareholders and debenture holders, concept of a company
charge and distinguish between fixed and floating charges, need and the
procedure for registering company charges.
Capital maintenance and dividend law-doctrine of capital maintenance
and capital reduction, rules governing the distribution of dividends in
both private and public companies.
9.00
Management, administration and the regulation of companies
Company directors- role of directors and the different types of directors,
such as executive/ non-executive directors or de jure and de facto
directors, appointment, removal and , the disqualification of directors,
difference between powers of the board of directors, the managing
director/chief executive and individual directors to bind their company,
duties that directors
Other company officers-appointment procedure relating to and the
duties and powers of, a company secretary, the appointment procedure
relating to, and the duties and rights of a company auditor and their
subsequent removal or resignation.
Company meetings and resolutions- types of meetings: general meetings
and annual general meetings, types of resolutions: ordinary, special and
written, procedure for calling and conducting company meetings.
9.00
Insolvency law
Insolvency and administration-meaning and procedure involved in
voluntary liquidation, including members’ and creditors’ voluntary
liquidation, procedure involved in compulsory liquidation, order in
which company debts will be paid off on liquidation, administration as
an alternative to liquidation, appointment of an administrator, the effects
of such appointment, and the powers and duties of an administrator.
9.00
Corporate fraudulent and criminal behavior-
Fraudulent and criminal behavior-Recognize the nature and legal
control over insider dealing, Recognize the nature and legal control over
market abuse, recognize the nature and legal control over money
laundering, Recognize the nature and legal control over bribery,
potential criminal activity in the operation, management and liquidation
of companies, Recognize the nature and legal control over fraudulent
and wrongful trading.
References:
Study material of ACCA
Majumdar, A. K. and Kapoor, G. K., Student’s guide to Company Law, Taxmann Publications
(P) Ltd., New Delhi
Singh, Avtar, Indian Company Law, Eastern Book Company
Nolakha, R.L., Company Law, Ramesh Book Depot, Jaipur Mathew, M.J., Company Law, RBSA Publishers, Jaipur
Krishnamurti, D.S.R., Company Law, Taxmann, New Delhi, 2007
Academic Year:
