Revised Syllabus for Company Law (II Semester, 3Years LLB)

Karnataka State Law University

II Semester, 3Years LLB

Revised New Syllabus

Course II : Company Law

Unit – I

Introduction & Concept

Company – Historical development – nature and characteristics of company – kinds of company – corporate personality – limited liability – lifting of corporate veil – promoters – duties and lisbility of promoters

Unit – II

Incorporation

Procedure of incorporation – certificate of incorporation – MOA – AOA – Doctrine of indoor management – prospectus

Unit – III

Management & Control of Companies

Board of Directors – powers and functions : Distribution of powers between Board of Directors and general meeting

Directors: appointment – qualifications – position of directors – powers and duties of directors – remuneration – removal

Meetings: Meetings of Board and Committees – Kinds of meetings – Procedure Relating to convening and proceesings at general and other meetings – Resolutions – Prevention of Oppression and Mismanagement

Corporate Social responsibility

Unit – IV

Financial structure of Company

Sources of Capital: Shares – types – allotment – transfer of shares – rights and previlages of shareholders – dividents – declaration and payment of dividents, prohibition of buy back

Debentures – floating charge – appointment of debenture trustees and their duties – kinds – remedies of debenture holders – redemption

Acceptance of Deposit by companies, charge on assets

Unit – V

Reconstruction and amalgamation and Windup

Reconstruction, rehabilitation and amalgamation : Concept – jurisdiction and powers of court and NCLT – vesting of rights and transfer of obligations – takeover and acquisition of minority interest

Winding up: Concept – modes of winding up – who can apply – procedure under different modes.

Prescribed Books:

Taxman’s Companies Act, 2013

Avtar Singh, Company Law

Reference Books:

Gower & Davies, Principles of Modern Company Law

Statute: Companies Act, 2013

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Regards,

Er.S.T.Suvaitharan