PAPER 6.1. COMPANY LAW - TEXT BOOK

UNIT - I Concept, Nature and Meaning of Company: Historical Origin of Company Law in India and Important Definitions under the Company Act, 2013; Characteristics of Company – Company as a Legal Person, Limited Liability; Doctrine of Corporate Veil; Difference between Company and other forms of Business Organizations; Registration and Incorporation of Company: Types of Company; Formation of Company; Certificate of Incorporation; Preincorporation Contracts; Commencement of Business;

UNIT - II Memorandum of Association (MOA), Alteration of MOA and Doctrine of Ultra-Vires; Articles of Association (AOA), Doctrine of Constructive Notice and Indoor Management Promoters, Securities (Shares), Debentures: Promoters: Fiduciary Relationship, Duties and Liabilities; Prospectus and Kinds of Prospectus; Shares: Meaning, Nature, Kinds; Securities(Shares)- Allotment of Securities and Share Holdings; Issue of Shares; Certificate of Shares; Shareholders and Voting Rights; Transfer of Shares; Shareholders and Members; Share Capital and Kinds of Share Capital; Publication of Authorized, Subscribed and Paid Up Capital; Buy back of shares; Dividends;

UNIT - III Debentures - Meaning, Kinds and Characteristics; Appointment, Role and Qualification of Directors and Meetings of Boards: Role, Appointment and Types of Directors; Board of Directors; Independent Directors; Legal Position of Directors; Appointment of Directors and Managerial Staff; Powers and Duties of Directors; Civil and Criminal Liability of Directors; Inspection, Inquiry and Disqualification of a Director; Removal of a Director; Types of Meetings; Compromise, Reconstruction, Amalgamation and Mergers: Compromise, Arrangements and Amalgamations; Sanction, Duties and Powers of National Company Law Tribunal; Power to Compromise or make arrangements with creditors and members; Reconstruction and Amalgamation of Companies; Modes of Reconstruction; Declaration and Payments of Dividends in above cases; Fast Track Mergers; Amalgamation of companies by Central Government in public interest;

UNIT - IV Accounts of Company: Books of Accounts, etc., to be kept by the Company; System of Maintenance of Accounts in Company; Audit and Auditors; Protection of Minority Share Holders; Prevention of Oppression and Mismanagement; Removal of Names of Companies from Register of Companies; Revival and Rehabilitation Winding up Process: Meaning and Kinds of Winding Up; Procedures for Winding Up; Winding Up process by the Tribunal; Consequences of Winding up Order; Company Liquidators and their Appointments; Report of the Liquidator; Custody of Company‘s Property; Company Dissolution; Voluntary Winding Up; Declaration of Insolvency; Procedure for Voluntary Winding Up;

UNIT - V Constitution of National Company Law Tribunal (NCLT),National Company Law Appellate Tribunal (NCLAT) and Special Court: Constitution of National Company Law Tribunal; Appellate Tribunal; Selection of Members, Terms of Office, Salary; Removal of Members; Orders of Tribunal; Powers of Tribunal; Appeal from orders of Tribunal; Establishment of Special Courts; Offences-Trial by Special Courts; Meditation and Conciliation Panel; Corporate Social Responsibility