COMPANY LAW

Paper Code: 
CBSG 411
Credits: 
4
Contact Hours: 
60.00
Max. Marks: 
100.00
Objective: 

COURSE OUTCOME(COS):

Course Outcome

Learning and teaching strategies

Assessment Strategies
  1. CO 91 To create an insight about the fundamental concept and basic features of the Company form of Business in India

CO 92: To create a learning about the Procedure and know-how’s of registering a Company in both Public as well as Private format in India also to comprehend and appropriately use the basic legal documents essential for operations and management of company.

CO 93: To Analyze various administrative positions in Indian companies and provisions related to them also to Discover different provisions related to the company secretary described in companies Act. 

CO 94: To Examine secretarial functions relating to share allotment, forfeiture, transfer and transmission. Students will discover provisions relating to dividend and its distribution. 

CO 95: To Explore about different type of company meetings and provisions required for holding a valid company meeting. 

Approach in teaching Class room Lecture (Theory/ Using Powerpoint Presentation) /Discussions using Leading Case laws

 

Learning activities for the students:

Role Play activities/ Moot Court/Group Discussions/ Class presentation 

Class participation, tutorial assignments and presentations, class tests, C A Test, Semester End Exams.

 

 

12.00
Unit I: 
Introduction to Company
  • Definition and essential characteristics.
  • Lifting of corporate veil- under statutory provisions and under judicial interpretations.

          Classification of companies

  • Public Company
  • Private Company(Definition, characteristics,
  • Privileges and Concessions to Private Companies
  • One-person Company (Definition &Features)
  • Dormant Company
  • Small Company
  • Government Company
  • Foreign Company
  • Holding and subsidiary Company
  • Section 8 Company

 

12.00
Unit II: 
Incorporation and formation of a company-

   ·        Registration Procedure, Promoters-functions, duties and liabilities

·        Memorandum of Association- (Definition, Clauses)

·        Articles of Association

·        Prospectus: Definition, Contents, Provisions regarding issue of Prospectus, kinds of Prospectus (Abridged Prospectus, Shelf Prospectus, Deemed Prospectus, Information Memorandum, Red-Herring Prospectus), Statement in lieu of prospectus

·        Concepts of shares,

·        Types of shares (Equity shares, Preference shares),

·        Debentures, Types of debentures

Winding Up of Company

12.00
Unit III: 
Membership in a company
  • Meaning, difference between a member and shareholder

               Definition and Provisions relating to:

  • Key managerial personnel, Directors, Board of Directors,Managing Director, Manager, Independent Directors, Woman Directors Position, Powers, Liabilities, Appointment and Removal of Company Directors.

              Company Secretary

  • Position in company, importance, liabilities, Duties of company secretary.

 

12.00
Unit IV: 
Secretarial functions with regards to
  • Allotment of shares
  • Forfeiture and reissue of forfeited shares
  • Declaration and Payment of dividend
  • Transfer and Transmission of shares
  • Company meetings (Annual General Meeting, Extraordinary General Meeting)
  • Basic Provisions relating to -Resolutions, Notices, Agenda, Quorum, Minutes, Proxy

 

12.00
Unit V: 
Provision relating to
  • Corporate Social Responsibility, Shareholder’s Democracy, Fraud.

Preliminary introduction of various committees-

  • Audit committee,
  • Nomination and remuneration committee,
  • Stakeholders relationship committee,
  •   Corporate social responsibility committee.
Essential Readings: 
  • Majumdar, A. K. and Kapoor, G. K., Student’s guide to Company Law. Taxmann Publications (P) Ltd., New Delhi
  • Singh, A. Indian Company Law. Eastern Book Company
  • Nolakha, R.L., Company Law. Ramesh Book Depot, Jaipur

 

References: 
  • Datey, V.S., Business and Corporate Laws, Taxmann Allied Services Pvt. Ltd., NewDelhi.
  • Kuchhal, MC, Company Law and Secretarial Practice, Vikas Publishing House, New Delhi
  • Krishnamurti, D.S.R., Company Law, Taxmann, New Delhi

 

e- RESOURCES:

https://www.icai.org/post.html?post_id=16944

JOURNALS

  • The Indian Journal of Commerce
  • IUP Journal of Corporate Governance

 

Academic Year: 
2023-2024
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