COMPANY LAW Paper-II

5037 COMPANY LAW

Paper-II

Unit-1: Meaning of Company, essential characteristics, corporate personality and lifting the

corporate veil, Forms of Corporate and non-Corporate Organisations: Corporations, partnerships

and other associations of persons, state corporations, government companies, public sector private sector, their-role, functions and accountability of companies. Unit-2: Incorporation. Memorandum of Association - various clauses - alteration therein - doctrine of ultra vires, Articles of Association binding force alteration its relations with memorandum of association doctrine of constructive notice and indoor management exceptions, Prospectus issue contents liability for misstatements -statement in lieu of prospectus, Promotors position duties and liabilities

Unit-3: Shareholders: Shares - general principles of allotment statutory restrictions - share certificate its objects and effects - transfer of shares - restrictions on transfer procedure for transfer - refusal of transfer role of public finance institutions - relationship between transferor and transfers - issue of shares at premium and discount, Shareholder who can be and who cannot be a shareholder modes of becoming a shareholder calls on shares forfeiture and surrender of shares - lien on shares rights and liabilities of shareholder, Share capital - kinds - alteration and reduction of share capital - further issue of capital conversion of loans and

debentures into capital duties of court to protect the interests of creditors and shareholders.

Unit-4: Directors position appointment qualifications, vacation of office removal.

resignation - powers and duties of directors -meeting, registers, loans remuneration of directors - role of nominee directors-compensation for loss of office managing directors and other managerial personnel, Meetings - kinds procedure - voting

Unit-5: Dividends, Debentures, Borrowing Powers: Dividends - payment capitalization of

bonus shares, Audit and accounts, Borrowing powers effects of unauthorised borrowing

charges and mortgages loans to other companies investments contracts by companies,

Debentures-meaning-floating charge - kinds of debentures-shareholder and debenture holder

remedies of debenture holders. Unit-6: Majority rule: Protection of minority rights, Prevention of oppression and mismanagement, who can apply when can he apply, powers of the court and of the Central Government.

Unit-7: Other Allied Aspects: Private companies nature advantages conversion into public company foreign companies, government companies, holding and subsidiary companies, Investigations- Powers, Reconstruction and amalgamation, Defunct company Law Tribunal, powers and functions.

Unit-8: Law and Multinational Companies: Collaboration agreements for technology transfer. Control and regulation of foreign companies taxation of foreign companies, share capital in such

companies.

Unit-9: Winding Up: Winding up - types - by court reasons grounds who can apply procedure, powers of liquidator-powers of court consequences of winding up order- voluntary

winding up by members and creditors winding up subject to supervision of court. Unit-10: Winding up proceedings: appointment of liquidator, powers and duties of official liquidator, Liability of past members - payment of liabilities - preferential payments, unclaimed dividends-winding up of unregistered company.

Books Recommended:

1. Avatar Singh: Company Law. Eastern Book company, Lucknkow 2. Anantha Raman, lectures on company Law, Wadhwa and Company

3. Kailash Rai, Company Law, Allahabad Law Agency, Allahabad 4. Majumdar, Company Law, Taxman Publications

6. Palmer, Company Law

5. Tandon M.P. Company Law, Allahabad Law Agency, Allahabad

7. Gover, Company Law

8. Ramaih, A Guide to Companieis Act, Wadhwa Publications