PAPER 2.4. COMPANY LAW AND THE COMPETITION ACT, 2002 (QUESTION-ANSWER SERIES)

PAPER 2.4. COMPANY LAW AND THE COMPETITION ACT, 2002 (QUESTION-ANSWER SERIES)

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; Pre-incorporation Contracts; Commencement of Business; Memorandum of Association (MOA), Alteration of MOA and Doctrine of Ultra-vires; Articles of Association (AOA), Doctrine of Constructive Notice and Indoor Management

UNIT - II 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; 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;

UNIT - III 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; Accounts of Company: Books of Accounts, etc., 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

UNIT - IV 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; 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

UNIT - V The Competition Act, 2002: History and Development of Competition Law; Salient Features of the Competition Act; The Competition Act, 2002 differentiated with the MRTP Act, 1969; Prohibition of Certain Agreements, Abuse of Dominant Position and Regulation of Combinations; Competition Commission of India; Duties, Powers and Functions of the Commission; Duties of Director General; Penalties; Competition Advocacy; Finance, Accounts and Audit; Appellate Tribunal; Miscellaneous; Judicial Responses; LEADING CASES: 1) Foss v. Harbottle (1845) Ch. 319. 2) Salomon v. Salomon & Co., Ltd. (1897) A.C. 22 (H.L.) (1895-95) All ER Rep. 33 3) Daimler Co., Ltd. v. Continental Tyre and Rubber Co. (Great Britain), Ltd., 1916 AC 307 (1916-17) All ER Rep. 191 4) Gilford Motor Co., Ltd. v. Horne (1933) 1 Ch. 935 5) Ashbury Railway Carriage and Iron Co. Ltd. v. Riche (1875) L.R.7 H.L.: (1874-80) All ER Rep. 2219 (HL) 6) Royal British Bank v. Turquand (1856) 119 ER 886 (1843-60) All ER Rep. 435 7) Shanti Prasad Jain v. Kalinga Tubes Ltd., AIR 1965 SC 1535 8) Seth Mohan Lal v. Grain Chambers Ltd., AIR 1968 SC 772 9) Hindustan Lever Employees‘ Union v. Hindustan Lever Ltd. AIR 1995 SC 470 10) Miheer H. Mafatlal v. Mafatlal Industrial Ltd. AIR 1997 SC 506