Thursday, October 25, 2012

Guwahati University - Semester III


305: Corporate Law
Total Marks: 80
UNIT-I 15
Introductory formation of a Company- corporate personality, lifting of the corporate veil, Basic documents-Memorandum & Articles of association, their alternation and limitations on power of alternation, distinction between Memorandum & Articles of association, constructive notice of Memorandum & Articles, doctrine of indoor management.
UNIT-II 20
Financial structure; The concept of capital and financing of company - sources of capital; classes and types of shares, stocks & shares, share capital alternation, increase and reduction of share capital,; Prospectus- definition, statement-in-lieu- of prospectus, registration, misrepresentation and penalties there for, underwriting.
Debt capital- debentures, debenture stock, bonds, debenture trust deed, and trustees, conversion and redemption of debentures, creation of charges- fixed, floating and registration thereof.
UNIT-III 15
Issue of securities and membership: Application & allotment of shares, listing of security, irregular allotment, calls on shares, bonus issue, rights issues, issue of sweat equity shares, employee stock option scheme, share certificate, share warrant, lien on shares, surrender of shares, forfeiture of shares, buy back of shares, annual return, unclaimed dividend.
Membership- definition, members vs. shareholders, modes of acquiring membership including through depository mode, termination of membership, rights and liabilities of members, register of members, annual return, transfer and transmission of shares/debentures in physical and depository mode.
UNIT-IV 15
Company Management and Control of Companies; Directors- appointment, reappointment of directors, qualifications, disqualifications, remuneration, vacation of office, retirement, resignation and removal of directors, loans to directors, their powers and duties, role of directors.
Meaning and whole –time directors, managers, company secretary, their appointment, re-appointment, powers and duties.
Law relating to majority powers and minority rights, shareholder remedies, actions by shareholders, statutory remedies, personal actions, prevention of oppression, and mismanagement.
UNIT-V 15
Meaning; Meeting of directors, frequency, convening and proceedings of board meetings, minutes and evidence. General meetings, kinds of meeting and resolutions, law, practice and procedure relating to convening and proceedings at general and other meetings, recording and singing of minutes, role of chairman.
Suggested Books/Readings:
1. Company Law & Practice- A.K. majumdar & G.K. Kapoor, Taxmann Publication.
2. Company Law- Vijay Gupta, K.C. Garg, Kalyani Publishers.
3. Company Law & Practice- N.D. Kapoor, Sultan Chand & Sons.
4. Company Law- P.P.S. Gonga, S. Chand & Company Ltd., New Delhi.
5. Business Law- M.C. Kuchal, Vikas Publishing House, New Delhi.
6. Relevant Bare Acts.
7. Company Law- Singh, Auter, Eastern Book Company, Lucknow.

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