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BLS LLB Company Law Syllabus Sem 7 - Mumbai University | munotes

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Company Law Syllabus.pdf
Semester 7 · Fourth Year · 4 credits

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Syllabus for Company Law

Semester 7 · Fourth Year · 4 credits

Module I

  • 1.1 Basic principles of company law for incorporation, prospects and Securities
  • Meaning and Definition of a Company
  • Types of Companies
  • Nature and Characteristics of a Company
  • Doctrine of Lifting of the Corporate Veil
  • Citizenship of a Company
  • Promoters – position – duties and liabilities
  • 1.2 Incorporation of companies & matters incidental thereto
  • Formation and Incorporation of Companies
  • Commencement of Business
  • Memorandum of association
  • Articles of association
  • Doctrine of constructive notice and indoor management
  • Rectification of name of company
  • Prospectus & allotment of securities 1.3
  • Shelf Prospectus, Red Herring Prospectus, Abridged Prospectus, Offer for Sale - Deemed Prospectus
  • Matters to be stated in prospectus
  • The Golden Rule or Golden Legacy
  • Public offer of securities to be in dematerialized form
  • Criminal liability for mis-statements in prospectus
  • Civil liability for mis-statements in prospectus
  • Punishment for fraudulently inducing persons to invest money
  • Punishment for personation for acquisition, etc., of securities
  • Allotment of securities by company
  • Securities to be dealt with in stock exchanges
  • Private placement
  • 1.4 Share capital & debentures
  • Kinds of share capital
  • Nature of shares or debentures
  • Equity Shares with Differential Voting Rights
  • Issue and Redemption of Preference Shares
  • Issue of sweat equity shares
  • Application of premiums received on issue of shares
  • Prohibition on issue of shares at discount
  • Transfer and transmission of securities
  • Power of limited company to alter its share capital
  • Further issue of share capital
  • Issue of bonus shares
  • Reduction of share capital
  • Restrictions on purchase by company or giving of loans by it for purchase of its Shares
  • Power of company to purchase its own securities
  • Prohibition for buy-back in certain circumstances
  • Debentures
  • Power to nominate

Module II

  • 2.1 Acceptances of deposits
  • Definition of Deposits
  • Eligibility to accept Deposits
  • Applicability
  • Conditions for acceptance of Deposits from its members
  • Damages for fraud
  • Time period & Acceptance Limit for Deposit
  • 2.2 Registration of charges
  • Creation, Modification & Satisfaction of Charges
  • Floating Charge
  • Fixed Charges
  • Crystallization of Charge
  • 2.3 Meetings Kinds of Meetings Types of Resolutions;
  • Notice, Quorum, Poll, Chairman, Proxy;
  • Meeting and Agenda;
  • Voting and its types-vote on show of hands, Poll, E-Voting, Postal ballot;
  • Circulation of Members‘ Resolutions etc.;
  • Signing and Inspection of Minutes
  • Register of Members & other Security Holders
  • Significant Beneficial Owners
  • Annual Return
  • Resolutions and agreements to be filed
  • Report on annual general meeting
  • Meetings of Board and its Committees
  • Frequency, Convening and Proceedings of Board and Committee meetings;
  • Quorum; Resolution by Circulation;
  • 2.4 Dividend Declaration of dividend Unpaid Dividend Account Investor Education and Protection Fund Punishment for failure to distribute dividends
  • 2.5 Accounts, Audit &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;
  • Internal Audit;
  • Cost Audit
  • Annual Report & Directors Reports
  • Integrated Reporting

Module III

  • 3.1 Directors DIN, Types of Directors;
  • Appointment/ Reappointment, Disqualifications, Vacation of Office, Retirement, Resignation and Removal, Duties of Directors;
  • Rights of Directors;
  • Register of directors and key managerial personnel and their shareholding
  • Loans to Directors;
  • Disclosure of Interest;
  • Declaration by the Directors;
  • Loan and investment by company
  • Investments of company to be held in its own name
  • Related Party Transactions
  • Register of contracts or arrangements in which directors are interested
  • 3.2 Board constitution and its powers Board composition;
  • Restriction and Powers of Board;
  • Board Committees- Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship Committee and other Committees
  • Contributions to Charitable Funds, Political Party & National Defense Fund
  • 3.3 Appointment and remuneration of managerial personnel Appointment of Key Managerial Personnel;
  • Managing and Whole-Time Directors, Manager, Chief Executive Officer, Chief Financial
  • Officer and Company Secretary
  • Remuneration of Managerial Personnel
  • 3.4 Prevention of oppression and mismanagement Majority Rule and Minority Rights The Principle of Non-interference Meaning of Oppression Application to tribunal for relief in cases of oppression etc.
  • Powers of Tribunal
  • Class action
  • Reconstruction and amalgamation

Module IV

  • 4.1 Corporate Social Responsibility & secretarial audit Applicability of CSR CSR Policy & Permitted CSR Activities CSR Committee and Expenditure Net Profit for CSR Reporting requirements
  • 4.2 Winding Up Procedure before Tribunal & Appellate Tribunal Legal provisions for Winding Up of Companies Winding Up by the Tribunal Voluntary Winding Up
  • 4.3 Environmental, Social &Governance and Corporate Governance Meaning of ESG & its Components History of Corporate Governance Meaning of Corporate Governance Requirements under Corporate Governance Corporate Governance Report
  • 4.4 Insider Trading Definitions – Insider, Connected Person, Person Deemed to be Connected, Unpublished Price Sensitive Information, Window Closure, Opposite Transaction, Trading Plans When Applicable Penalties Case Studies

Recommended Resources

  • 1 Dr. Avtar Singh, Company Law; Eastern Book Company, 34, Lalbagh, Lucknow
  • 2 Ramaiya, Guide to the Companies Act; Lexis Nexis, Butterworths Wadhwa, Nagpur
  • 3 Taxmann‘s, Circulars & Clarifications on Company Law; 59/32, New Rohtak Road, New Delhi
  • 1 L.C.B. Grower. Principles of Modern Company Law Sweet and Maxwell, London
  • 1 S. C. Kuchal - Corporation Finance: Principles and problems.
  • 1 Y. D. Kulshreshta- Government regulation of financial management of private corporate sector in India.
  • 1 S. K. Roy - Corporate Image in India
  • 1 Gower - Company Law
  • 1 Sen - New Horizons in company law
  • 1 D. L. Majumdar - Towards a philosophy of modem Corporation.
  • 1 Rajiv Jain - Guide on foreign collaboration - Policies & Procedures.
  • 1 C. Singhania - Foreign collaborations and Investments in India - Law and procedures.
  • 1 Joyant M Thakur - Comparative Analysis of FEMA - FEMA

Reproduced from the University of Mumbai Revised Syllabus for LL.B. (5 years) Five Years Integrated Course (CBCS), in force from the academic year 2022-23 and amended in June 2023. Wording is as printed in that syllabus. Module numbering is as printed there too.

The complete syllabus

This subject is cut from the revised syllabus. Open a document here if you want the whole thing rather than a single subject.

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