Company Law Notes | LL.B. (3 years) Semester 3 | Mumbai University | munotes

Contents

Module I

1. What a Company Is 1
2. The Characteristics of a Company 7
3. Lifting the Corporate Veil 13
4. Citizenship, Nationality and Residence of a Company 19
5. Types of Companies by Liability and Membership 23
6. Types of Companies by Control and Purpose 29
7. Companies with Charitable Objects 35
8. Promoters: Position, Duties and Liabilities 41
9. Formation and Incorporation of Companies 48
10. The Memorandum of Association 53
11. The Doctrine of Ultra Vires 60
12. The Articles of Association 66
13. Alteration of the Memorandum and the Articles 71
14. The Registered Office and Service of Documents 78
15. Commencement of Business 84
16. Constructive Notice and Indoor Management 89
17. Rectification of Name and Other Incidental Matters 95
18. How a Company Raises Money: Public Offer and Private Placement 101
19. What a Prospectus Is, and What It Must Say 106
20. Kinds of Prospectus 113
21. The Golden Rule, or Golden Legacy 120
22. Civil Liability for Mis-statements in a Prospectus 125
23. Criminal Liability, Fraudulent Inducement and Personation 131
24. Allotment of Securities 138
25. Private Placement and Global Depository Receipts 144
26. Kinds of Share Capital and the Nature of a Share 151
27. Issue and Redemption of Preference Shares 157
28. Sweat Equity, Share Premium and the Ban on Shares at a Discount 163
29. Share Certificates, Calls and Variation of Shareholders' Rights 169
30. Transfer and Transmission of Securities 176
31. Power of a Limited Company to Alter its Share Capital 183
32. Further Issue of Share Capital and Bonus Shares 189
33. Reduction of Share Capital 196
34. Restrictions on Purchase of Own Shares, and Buy-back 202
35. Debentures and the Power to Nominate 210

Module II

1. Acceptance of Deposits: What a Deposit Is and Who May Take One 217
2. Repayment, Damages for Fraud, and Punishment 224
3. Registration of Charges: Creation and Registration 231
4. Fixed Charges, Floating Charges and Crystallisation 238
5. Modification, Satisfaction and Rectification of Charges 245
6. The Register of Members, and Significant Beneficial Owners 253
7. The Annual Return 263
8. Kinds of Meetings: The Annual General Meeting and the Extraordinary General Meeting 270
9. Notice, Quorum, Chairman and Proxy 278
10. Voting and its Types, and Types of Resolutions 287
11. Circulation of Members' Resolutions, and Minutes 296
12. Resolutions to be Filed, and the Report on the Annual General Meeting 305
13. Meetings of the Board and its Committees 312
14. Declaration and Payment of Dividend 319
15. Books of Account and Financial Statements 328
16. The Board's Report, the Annual Report and Integrated Reporting 337
17. The National Financial Reporting Authority 345
18. Auditors: Appointment, Rotation, Resignation, Removal and Disqualification 352
19. Rights, Duties and Liabilities of Auditors 362
20. The Audit Report, Internal Audit and Cost Audit 372

Module III

1. Who is a Director, and the Director Identification Number 379
2. Types of Directors 386
3. Appointment and Reappointment of Directors 394
4. Disqualification, Vacation of Office, Resignation and Removal 400
5. Duties of Directors 409
6. Rights of Directors, and the Registers Kept About Them 416
7. Loans to Directors 423
8. Disclosure of Interest and Related Party Transactions 430
9. Loan and Investment by a Company 440
10. Board Composition and Independent Directors 450
11. Powers of the Board, and the Restrictions on Them 463
12. Board Committees 475
13. Other Provisions About the Board and its Officers 484
14. Appointment of Key Managerial Personnel 493
15. Managing Directors, Whole-Time Directors and Managers 500
16. Remuneration of Managerial Personnel 511
17. The Company Secretary 524
18. Majority Rule, Minority Rights and the Principle of Non-interference 530
19. Prevention of Oppression and Mismanagement 538
20. Class Action 550
21. Compromises and Arrangements 559
22. Mergers, Amalgamations and the Acquisition of Minority Shares 572

Module IV

1. Corporate Social Responsibility 586
2. Secretarial Audit 595
3. Winding Up: The Modern Map 599
4. Winding Up by the Tribunal: The Petition and the Order 607
5. The Company Liquidator 617
6. Contributories, Calls and the Conduct of a Winding Up 629
7. Provisions Applicable to Every Mode of Winding Up 641
8. Official Liquidators, Records and the Close of a Winding Up 658
9. Voluntary Liquidation under the Insolvency and Bankruptcy Code 671
10. Winding Up of Unregistered Companies 679
11. The Tribunal and the Appellate Tribunal 687
12. Special Courts and the Trial of Offences 700
13. Corporate Governance 711
14. Environmental, Social and Governance 720
15. Insider Trading: The Definitions 727
16. Insider Trading: Trading Plans, Window Closure and Penalties 736
17. Inspection, Inquiry and Investigation 747
18. Registered Valuers, and Removal of a Company's Name from the Register 762
19. Companies Authorised to Register under this Act 772
20. Producer Companies 781
21. Companies Incorporated Outside India 796
22. Government Companies, Registration Offices, Statistics and Nidhis 807
23. Fraud, Penalties and the Closing Provisions 817