Company Law Notes | LL.B. (Three Years) Semester 4 | SPPU | munotes

Contents

Module 01 Preliminary

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. Producer Companies 41
9. Companies Incorporated Outside India 56
10. Government Companies, Registration Offices, Statistics and Nidhis 67
11. Registered Valuers, and Removal of a Company's Name from the Register 77
12. Promoters: Position, Duties and Liabilities 87

Module 02 Registration of company & Company’s Basic Documents

1. Formation and Incorporation of Companies 94
2. The Registered Office and Service of Documents 99
3. Commencement of Business 105
4. Rectification of Name and Other Incidental Matters 110
5. Companies Authorised to Register under this Act 116
6. The Memorandum of Association 125
7. Alteration of the Memorandum and the Articles 132
8. The Articles of Association 139
9. The Doctrine of Ultra Vires 144
10. Constructive Notice and Indoor Management 150

Module 03 Prospectus and Securities in company

1. How a Company Raises Money: Public Offer and Private Placement 156
2. What a Prospectus Is, and What It Must Say 161
3. Kinds of Prospectus 168
4. The Golden Rule, or Golden Legacy 175
5. Civil Liability for Mis-statements in a Prospectus 180
6. Criminal Liability, Fraudulent Inducement and Personation 186
7. Private Placement and Global Depository Receipts 193
8. Kinds of Share Capital and the Nature of a Share 200
9. Issue and Redemption of Preference Shares 206
10. The ICDR Regulations: IPO, FPO, Bonus Issue and Qualified Institutions Placement 212
11. Allotment of Securities 217
12. Share Certificates, Calls and Variation of Shareholders' Rights 223
13. Calls, Lien, Forfeiture and Surrender of Shares 230
14. Sweat Equity, Share Premium and the Ban on Shares at a Discount 237
15. Further Issue of Share Capital and Bonus Shares 243
16. Restrictions on Purchase of Own Shares, and Buy-back 250
17. Transfer and Transmission of Securities 258
18. Membership of a Company: Who May Be a Member, How Membership Begins and Ends, and What It Carries 265
19. The Register of Members, and Significant Beneficial Owners 270
20. Power of a Limited Company to Alter its Share Capital 280
21. Reduction of Share Capital 286
22. Declaration and Payment of Dividend 292
23. Debentures and the Power to Nominate 301
24. Acceptance of Deposits: What a Deposit Is and Who May Take One 308
25. Repayment, Damages for Fraud, and Punishment 315
26. Registration of Charges: Creation and Registration 322
27. Fixed Charges, Floating Charges and Crystallisation 329
28. Modification, Satisfaction and Rectification of Charges 336
29. The Depositories Act, 1996: Rights and Obligations, and Rematerialisation 344
30. Dematerialisation 350

Module 04 Company Administration

1. Who is a Director, and the Director Identification Number 357
2. Types of Directors 364
3. Appointment and Reappointment of Directors 372
4. Disqualification, Vacation of Office, Resignation and Removal 378
5. Powers of the Board, and the Restrictions on Them 387
6. Duties of Directors 399
7. Rights of Directors, and the Registers Kept About Them 406
8. Loans to Directors 413
9. Disclosure of Interest and Related Party Transactions 420
10. Loan and Investment by a Company 430
11. Other Provisions About the Board and its Officers 440
12. Corporate Governance 449
13. Insider Trading: The Definitions 458
14. Insider Trading: Trading Plans, Window Closure and Penalties 467
15. Appointment of Key Managerial Personnel 478
16. Managing Directors, Whole-Time Directors and Managers 485
17. Remuneration of Managerial Personnel 496
18. Board Composition and Independent Directors 509
19. The Company Secretary 522
20. Secretarial Audit 528
21. Kinds of Meetings: The Annual General Meeting and the Extraordinary General Meeting 532
22. Notice, Quorum, Chairman and Proxy 540
23. Voting and its Types, and Types of Resolutions 549
24. Circulation of Members' Resolutions, and Minutes 558
25. Resolutions to be Filed, and the Report on the Annual General Meeting 567
26. The Annual Return 574
27. Meetings of the Board and its Committees 581
28. Board Committees 588
29. Books of Account and Financial Statements 597
30. Auditors: Appointment, Rotation, Resignation, Removal and Disqualification 606
31. Rights, Duties and Liabilities of Auditors 616
32. The Audit Report, Internal Audit and Cost Audit 626
33. The National Financial Reporting Authority 633

Module 05 Protection of Minority

1. Majority Rule, Minority Rights and the Principle of Non-interference 640
2. Prevention of Oppression and Mismanagement 648
3. Class Action 660
4. Inspection, Inquiry and Investigation 669
5. The Tribunal and the Appellate Tribunal 684
6. Special Courts and the Trial of Offences 697
7. Fraud, Penalties and the Closing Provisions 708

Module 06 Winding up & Merger, Amalgamation, Reconstruction

1. Winding Up: The Modern Map 723
2. Voluntary Liquidation under the Insolvency and Bankruptcy Code 731
3. Winding Up by the Tribunal: The Petition and the Order 739
4. The Company Liquidator 749
5. Contributories, Calls and the Conduct of a Winding Up 761
6. Provisions Applicable to Every Mode of Winding Up 773
7. Official Liquidators, Records and the Close of a Winding Up 790
8. Winding Up of Unregistered Companies 803
9. Compromises and Arrangements 811
10. Mergers, Amalgamations and the Acquisition of Minority Shares 824

Module 07 Corporate Social Responsibility in India

1. Corporate Social Responsibility 838
2. Corporate Social Responsibility: Its History, Theories and Models 847
3. Corporate Social Responsibility Under the Companies Act, 2013 852
4. Corporate Social Responsibility Under Section 135 of the Companies Act 858
5. CSR Reporting, the National Guidelines, SEBI and the Governance of CSR 866
6. The Board's Report, the Annual Report and Integrated Reporting 872
7. CSR in Practice: Its Themes, Partnerships with Government and NGOs, and Technology 880
8. CSR: The Challenges, and the Road Ahead in India 886
9. Environmental, Social and Governance 891