BM-302: COMPANY LAW
Objective: To give an insight into the main provisions of the Companies Act relating to the formation. running and closure of the Joint Stock Companies.
UNIT I
Meaning and Definition of Company. Features of Joint Stock Companies; Lifting the Corporate Veil - Judicial discretion and under statutory provisions. kinds or types of companies - Chartered Companies. Statutory Companies. Registered Companies. Companies Limited by Shares. Companies Limited by Guarantee. Unlimited Companies. A Private Company. A Public Company. Holding company Subsidiary Companies. Government Companies. Non-Government Companies. Domestic Company. Foreign Companies. FERA Companies (FEMA). other kinds of Companies like Deemed Public Companies of 43 A Public Company. Companies not for profit or Licensed companies (Se.25 companies). one man companies or Family companies. special privileges or advantages of a Private Company 12 hrs.
UNIT II
Formation of a Company: Legal position of a promoter. Duties. rights and liabilities of a promoter. Effects of pre-incorporation contracts - Memorandum of Association. Contents or clauses of Memorandum of Association. Alteration of Memorandum of Association. The Doctrine of Ultra vires, Articles of Association. Doctrine of constructive notes. information memorandum. provisions of the Companies Act regarding the issue of prospectus. Statement in lieu of Prospectus. Deemed Prospectus. "Golden Rule" for framing a prospectus. Shelf-prospectus. Consequences of Misstatement in Prospectus. Liability of a company for Untrue Statements. Provisions regarding allotment of shares. Share Capital and Shares, Types or kinds of shares (Kinds of share capital) including Sweat equity shares. Share Certificate and share warrants. Transfer and transmission of shares, calls, forfeitures. surrender and lien of shares. meaning of oppression and mis management. 12 hrs.
UNIT III
Membership-Modes of acquiring membership-Who can be members? Termination of membership. Register of Members. 12 hrs.
UNIT IV
Resolutions. Types of Resolutions. Company Secretary. borrowing powers Methods of borrowings. Debentures. Debenture Trust Dee. 12 hrs.
UNIT V
Company meetings-Types-Appointment of a Chairman. Different methods of voting. Company management-Appointment of directors. Removal of directors. Winding up or liquidation. Modes of winding up. 12 hrs.
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Total 60 hrs.
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Following Case laws are to be specifically dealt with:
Solomon V s Solomon and company limited
Continental Tyre and Rubber Company V Is. Daimler Co.Ltd
Dinshaw Maneekjee Petit V Is. Income Tax Officer
Guzdar V/s. CTT Bombay, Gliftord Motor Company V/s. Home,
Jones V/s. Lipman, Kotla venkatswamy V/s. Ram Murthy
Royal Birtish Bank V/s. Turquand
Books for Study & Reference
N.D.Kapoor - Company Law, Avtar Singh - Company Law
Umesh Maiya - A Textbook of Company Law , P.P.S. Gogna - Company Law
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