Corporate Law (Sem 1, BCom Bangalore Univ)

We have great pleasure in presenting First edition “Corporate Law” written for students of UG courses. The related matters are written in a simple and easily understandable.

This volume is an attempt to pro vide the students with thorough understanding of Corporate Law. We have presented the subject matter in a systematic manner with liberal use of charts and diagrams where ever necessary so as to make it interesting and sustain students’ interest.

Contents –

Module – 1 Introduction to Company
Introduction
Meaning of Company
Definition of Company
Features of Company
Companies Act 2013
Kinds of Companies
One Person Company
Private Company
Public Company
Company Limited by Guarantee
Company Limited by Shares
Holding Company
Subsidiary Company
Government Company
Associate Company
Small Company
Foreign Company
Listed Company
Dormant Company
Body Corporate
Corporate Body
Review Questions

Module – 2 Formation of a Company
Introduction
Steps in Formation of a Company
Promotion Stage
Meaning of Promoter
Position of Promoter
Functions of Promoter
Incorporation Stage
Meaning of Memorandum of Association
Contents of Memorandum of Association
Forms of Memorandum of Association
Articles of Association
Alteration of Articles of Association
Distinction between Memorandum of Association
and Articles of Association
Certificate of Incorporation
Subscription Stage
Meaning of Prospectus
Contents of Prospectus
Misstatement in Prospectus and its Consequences
Review Questions

Module – 3 Share Capital, Debentures & Bonds
Introduction
Definition of Shares
Types of Shares
Issue of Share
Book Building
Offer
Allotment of Shares
Pro-rata Basis
Employee Stock Ownership Plan (ESOP)
Buyback
Sweat Equity
Bonus
Right
Capital Reduction
Share Certificate
Demat System
Transfer and Transmission
Redemption of Preference Shares
Rules Regarding Dividend
Distribution of Dividend
Debenture
Definition of Debenture
Types of Debenture
Rules Regarding Issue of Debenture
Bonds
Issues of Bonds
Types of Bonds
Review Questions

Module – 4 Company Administration
Introduction
Director
Definition of Director
Director Identification Number [DIN]
Appointment of Director
Qualification of Director
Position of Director
Rights of Director
Duties of Director
Power of Director
Resignation of Director
Liabilities of Director
Removal of Director
Resignation of Director
Appointment of Managing Director
Qualifications of Managing Director
Duties of Managing Director
Whole Time Director
Resident Director
Independent Director
Women Director
Company Secretary
Chief Executive Officer
Chief Operational Officer
Chief Financial Officer
Corporate Meetings
Shareholder
Board Meeting
Types of Meetings
Annual General Meeting Extraordinary General Meeting
Meeting of BOD
Other Meetings (Section 118)
Requisite of Valid Meeting
Notice
Agenda
Chairman
Quorum
Proxy
Resolutions
Minutes
Postal Ballot
E-voting
Video Conferencing
Review Questions

Module – 5 Liquidation of Company
Introduction
Liquidation of Company
Nature of Liquidation
Causes of Liquidation
Types of Liquidation
Difference between Liquidation, Bankruptcy and Insolvency
Liquidation Process
Role of Liquidator
Duties of Liquidator
Power of Liquidator
Review Questions