Syllabus
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Course Code: B-COM 202 Course Name: Company Law |
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| MODULE NO / UNIT | COURSE SYLLABUS CONTENTS OF MODULE | NOTES |
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| 1 | Company: Concept, characteristics, types, and conversion of private into public company & vice
versa; Process of incorporation of a company; Legal position of promoters and remuneration;
company and pre-incorporation contracts: incorporation procedure. Memorandum of Association: clauses and alteration procedure, doctrine of ultra vires, Articles of Association: Clauses and their alteration; doctrine of indoor management; doctrine of constructive notice. Prospectus: meaning, contents and formalities, types of prospectus, red herring & shelf prospectus, misstatement and remedies, liabilities for misstatements. Share Capital: types, issue and allotment of shares and debentures; reduction of share capital; buy-back of shares. Transfer & transmission of shares and debentures; depository system; borrowing powers and debentures Directors: Legal position, qualification, appointment, removal; Powers, duties & liabilities of directors; Managerial remuneration; key management personnel: managing director, whole time director, manager; Company Secretary: Role, appointment, duties, liabilities, rights and dismissal. Meetings: Types of meetings, requisites: authority, notice & agenda, quorum, chairperson & conduct of meeting, resolutions, minutes & proxy. Dividend: legal provisions; audit & auditors; Prevention of oppression & mismanagement; reconstruction and amalgamation; winding up of a company: meaning, procedure and consequences. |
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