Objectives :
In view of the important developments that have taken place in the corporate sector, the course is
designed to understand the formation, management and other activities of the companies.
Important regulations pertaining to the issue of shares and the capital raising have come into
force. This course aims to impart the students, the corporate management, control, possible
abuses, the remedies, and government regulation of corporate business and winding up of
companies.
Course contents:
UNIT - I
Introduction and Concept of Company – historical development – nature and characteristics of company – kinds of company – Corporate personality – limited liability – lifting of corporate veil – promoters – duties and liability of promoters.
UNIT -II
Incorporation – Procedure of incorporation – certificate of incorporation – MOA – AOA – Doctrine of indoor management – prospectus.
UNIT - III
Management and Control of Companies
Board of Directors – powers and functions: Distribution of powers between Board of Directors and general meeting
Directors : appointment – qualification – position of directors – types of directors – powers and duties of directors – remuneration – removal
Meetings: Meetings of Board and Committees – kinds of meetings – procedure relating to convening and proceedings at General and Other meetings – resolutions –
Prevention of oppression and Mismanagement
Corporate social responsibility.
UNIT - IV
Financial structure of company – Sources of capital : Shares – types – allotment – transfer of shares – rights and privileges of
shareholders – dividends – declaration and payment of dividends, prohibition of buy back – private placement
Debentures – floating charge – appointment of debenture trustees and their duties – kinds. remedies of debenture holders – redemption
Acceptance of Deposit by Companies, charge on assets.
UNIT - V
Reconstruction, rehabilitation and amalgamation : concept – jurisdiction and powers of courts and NCLT – vesting of rights and transfer of obligations – takeover and acquisition of minority interest
Winding up : concept – modes of winding up – who can apply – procedure under different modes.
Prescribed Books:
Taxman, Companies Act 2013.
Singh,Avtar, Company Law, (Lucknow: Eastern Book Company,2007)
Reference Books:
Ramaiah,A, Guide to Companies Act, (Nagpur: Wadhwa, 1998)
Shah, S.M., Lectures on Company Law, (Bombay: Tripathi, 1988)
Kuchal, S.C, Corporation Finance: Principles and problems, 10th Edition, (Chaitanya Publishing House, 1973)
Y. D. Kulshreshta, Government regulation of financial management of private corporate sector in India, Indian Law Institute, (1986)
S. K. Roy, Corporate Image in India A Study of Elite Attitudes towards Public and Private Industry, (Shri Ram Centre for Industrial Relations and Human Resources , 1974)
Gower, L.C.B, Principles of Modern Company Law, (London: Sweet & Maxwell, 1997)
D. L. Majumdar, Towards a philosophy of Modern Corporation. (Asia Publishing House, 1967)
Pennington, Robert R., Pennington’s Company Law, (U.K: Oxford University Press, 2001)
Rajiv Jain, Guide on foreign collaboration – Policies & Procedures (Vidhi Publication, 2007).
C. Singhania, Foreign collaborations and Investments in India Rothman & Co, 1999)Law and procedures, (Fred B.
Joyant M Thakur, Comparative Analysis of FEMA – FEMA Act, 1999 with FERA.
Sanjiv Agarwal, Bharat’s guide to Indian capital, 2nd Edition, (New Delhi: Bharat Law House Pt Ltd, 2001).