III: Paper-IV : Company Law

Subject introduction

Company Law: This course examines the legal lifecycle, regulation, and governance of corporate entities under the Companies Acts. It explores corporate personality, the process of incorporation and lifting the corporate veil, memorandum and articles of association, share capital, management and duties of directors, minority shareholder protection, and corporate restructuring, amalgamation, or winding-up procedures.

Syllabus

PAPER - IV

COMPANY LAW

• Unit-I: General Principles of Company Law - Nature and Definition of Company, Private Company and Public Company, Characteristics of a Company, Corporate Personality, Different kinds of Company, Registration & Incorporation of Company, Lifting the Corporate Veil, Company distinguished from Partnership, HUF and LLP, Position under the Companies Acts of 1956 and 2013.

• Unit-II: Promoters, Memorandum of Association, Doctrine of Ultra vires, Articles of Association, Doctrine of Indoor Management, Prospectus - Civil and Criminal liability for misstatement in prospectus, Statement in lieu of Prospectus, Pre-incorporation Contracts, Membership in a Company, Borrowing Powers, Debentures & Charges - Position under the Companies Acts of 1956 and 2013.

• Unit-III: Shares & Stock - Kinds of shares, Statutory restrictions on allotment of shares, Intermediaries, Call on shares, forfeiture of shares, Transfer of shares, Transmission of shares, Reduction on transfer of shares, Rectification of register on transfer, Certification and issue of certificate of transfer of shares, Limitation of time for issue of certificates, Object and effect of share certificate - Position under the Companies Acts of 1956 and 2013.

• Unit-IV: Directors - Different kinds of Directors, Appointment, position, qualifications and disqualifications, powers of Directors, Rights and Duties of Directors, Meetings and proceedings - kinds of meetings, Statutory meeting, Statutory report, Annual General Meeting, Extraordinary meeting, Power of the Tribunal to order meeting, class meetings, Requisites for a valid meeting, Chairman for meetings, Duties of Chairman, Proxy, Resolutions, Minutes, Shareholders Activism, Corporate Social Responsibility - Position under the Companies Acts of 1956 and 2013.

• Unit-V: Accounts and Audit, Inspection and Investigation, Compromises, Reconstruction and Amalgamation, Majority rule and Rights of minority shareholders, Prevention of oppression and mismanagement, Revival and rehabilitation of sick industrial companies, Mergers, Amalgamation and Takeover, Dissolution of a company, Winding up of companies - Modes of winding up of companies, consequences of winding up, The Insolvency and Bankruptcy Code, 2016 in relation to winding up of companies, Authorities under the Act - Department of Company Affairs, NCLAT, NCLT, Company Law Board, Regional Directors, ROC, Public Trustee or Advisory Committee & SFIO - Their powers and functions, Jurisdiction of Courts, The impact of the Companies Act, 2013.

• Suggested Readings:

  1. Shah: Lectures on Company Law, N.M.Tripati, Bombay.

  2. Avtar Singh: Company Law, Eastern Book Company.

  3. Charlesworth: Company Law, Sweet and Maxwell.

  4. Ramaiah: Company Law, Wadhwa & Co.

  5. Dutta: Company Law, Eastern Law House, Calcutta.

  6. The Companies Act, 2013.

  7. Executive Programme Study Material on Company Law, The Institute of Company Secretaries of India, New Delhi.

Unit-wise notes

Quick Reference

Important Acts and sections

Charts