B.Com.: (CBCS)
Semester- III
CC302:
COMPANY LAW
(6 Credit)
Marks: 100 (Internal
Assessment 20+ Term-end 80)
Lectures: 60 Tutorials: 5
Objective: The objective of the course is to impart basic knowledge
of the provisions of the Companies Act 2013. Case studies involving issues in
company law are required to be discussed.
UNIT 1: --- 16 L + 1 T
Introduction – Administration of Company Law [including National
Company Law Tribunal (NCLT), National Company Law Appellate Tribunal (NCLAT),
Special Courts]; Characteristics of a company; lifting of corporate veil; types
of companies including one-person company, small company and dormant company;
association not for profit; illegal association; formation of company, on-line
filing of documents, promoters, their legal position, pre-incorporation
contract; on-line registration of a company. Marks: 20
UNIT 2: --- 14 L + 1 T
Documents – Memorandum of association, Articles of association,
Doctrine of constructive notice and indoor management prospectus-shelf and red
herring prospectus, Misstatement in prospectus, GDR; Book building; Issue,
allotment and forfeiture of share, Transmission of shares, Buyback and
provisions regarding buyback; Issue of bonus shares. Marks: 18
UNIT 3: --- 16 L + 1 T
Management: Classification of directors, women directors,
independent director, small shareholder’s director; Disqualifications, director
identity number (DIN); Appointment; Legal positions, powers and duties; removal
of directors; Key managerial personnel, managing director, manager. Meetings of
shareholders and board; Types of meeting, convening and conduct of meetings,
postal ballot, meeting through video conferencing, e-voting; Committees of
Board of Directors - Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social Responsibility Committee.
Marks: 20
UNIT 4: --- 8 L + 1 T
Dividends, Accounts, Audit– Provisions relating to payment of
Dividend, Provisions relating to Books of Account, Provisions relating to
Audit, Auditors' Appointment, Rotation of Auditors, Auditors' Report,
Secretarial Audit. Marks: 12
UNIT V: --- 6 L + 1 T
Winding Up - Concept and modes of Winding Up. Insider-Trading,
Whistle-Blowing – Insider-Trading; meaning and legal provisions;
Whistle-blowing:
Concept and Mechanism. Marks: 10
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