CORPORATE LAWS
Teacher
Ajitav Acharya
Category
Core Courses
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Course Name: Corporate Laws
Code(Credit) : CUTM1680(4+2+0)
Course Objectives
- To understand and evaluate the legal framework of Corporate Environment in India and to gain elementary knowledge of Indian Corporate Law.
- To impart basic knowledge of the provisions of the Companies Act 2013 and the Depositories Act, 1996
Learning Outcomes
- After successful completion of the course, the student will be able to
- Gain knowledge about general administration of Company Law including Corporate Structure.
- Know about the uses and application of various documents in Corporate Sector
- Understand the basics of control and management of the companies in India
- Have knowledge about Dividend Distribution, Accounts, Audits and Liquidation of Companies.
- Gather knowledge about the procedural aspects of Depositories Law
Course Syllabus
| Unit 1: | 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 |
|
Unit 2: |
Documents
Memorandum of association, Articles of association, Doctrine of constructive notice and indoor management, prospector-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 |
| Unit 3: | 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: Meetings of shareholders and board of directors; Types of meetings, Convening and conduct of meetings, Requisites of a valid meeting, 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 |
| Unit 4: | 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.
Winding Up: Concept and modes of Winding Up. Insider Trading, Whistle Blowing: Insider Trading; meaning & legal provisions; Whistle blowing : Concept and Mechanism. |
| Unit 5: | Depositories Law
The Depositories Act 1996 – Definitions; rights and obligations of depositories; participants issuers and beneficial owners; inquiry and inspections, penalty. |
Books Recommended:
- D. Kapoor : Company Law and Secretarial Practice.
- C. Bhandari: Guide to Company Law Procedures.
- Kannal, S., & V.S. Sowrirajan, “Company Law Procedure”, Taxman’s Allied Services (P) Ltd., New Delhi.
- Kapoor, G.K., “Corporate Laws & Secretarial Practice”, Premier Book Company, New Delhi.
Session Plan
Session 1
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
Session 2
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
Session 3
Memorandum of association, Articles of association, Doctrine of constructive notice and indoor management, prospector-shelf and red herring prospectus, misstatement in prospectus,
Session 4
GDR; book-building; issue, allotment and forfeiture of share, transmission of shares, buyback and provisions regarding buyback; issue of bonus shares
Session 5
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
Session 6
Meetings of shareholders and board of directors; Types of meetings, Convening and conduct of meetings, Requisites of a valid meeting, postal ballot, meeting through video conferencing, e-voting.
Session 7
Committees of Board of Directors - Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee
Session 8
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.
Session 9
Winding Up: Concept and modes of Winding Up.
Session 10
Insider Trading; meaning & legal provisions; Whistle blowing : Concept and Mechanism.
Session 11
The Depositories Act 1996 – Definitions; rights and obligations of depositories; participants issuers and beneficial owners; inquiry and inspections, penalty.
Case Studies
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Ajitav Acharya is working as a faculty at at at Centurion University of Technology and Management, Bhubaneswar. He is having more than 10 years of experience in academics and industry. He is currently pursuing his Ph.D. at Utkal University. He has completed his MBA (Finance and Marketing) from Siksha ‘O’ Anusandhan University, MCom and Bcom […]