The Companies Act 2013 passed by the Parliament received the assent of the President of India on 29th August 2013. The Act consolidates and amends the law relating to companies. The new law is aimed at easing the process of doing business in India and improving corporate governance by making companies more accountable. The 2013 Act also introduces new concepts such as one – Person Company, small company, dormant company and corporate social responsibility (CSR) etc. The Act introduces significant changes in the provisions related to governance, e-management, compliance and enforcement, disclosure norms, auditors, mergers and acquisitions, class action suits and registered valuers. The act is now in force w.e.f. 1st April 2014. There are more than 450 + sections, 7 schedules and 29 chapters.
To familiarise the students with the management and administration of joint stock companies in India as per Companies Act, 2013
Company – Definition – Characteristics – Classifications –History and framework of Company Law in India – Companies Act 2013 – one person company, small company, associate company, dormant company, producer company; association not for profit; illegal association
Promotion and formation of a company– Body Corporate – promoter- legal position-duties-remuneration – Memorandum of Association – Articles of Association – Contents and alteration -Incorporation of Company – On-line registration of a company – CIN – Companies With Charitable Objects – Doctrines of Indoor Management, Constructive Notice, Ultra-vires – Lifting up of Corporate veil – Conversion of Companies
Share Capital – Types – Public Offer – Private Placement – Prospectus – Contents of Prospectus – Types of prospectus – Deemed prospectus – Shelf Prospectus – Red Herring Prospectus – Abridged prospectus-Liability for Misstatements in Prospectus – Issue and Allotment of Securities – Types – Voting Rights – DVR- Application of Premiums – Sweat Equity Shares – Issue and Redemption of Preference Shares-Transfer and Transmission of Securities- Punishment for impersonation of Shareholder – Further Issue of Share Capital- Bonus Shares- Debenture Issue
Membership in company and meetings– modes of acquiring membership-rights and liabilities of members- cessation of membership- Register of Members – Company meetings – Annual General Meeting – Extraordinary General Meeting- Notice Of Meeting – Quorum – Chairman – Proxies – Voting -Show of Hands – E-Voting – Poll- Postal Ballot- Motions – Resolutions – Types – Minutes – Books of accounts – Annual Return- Directors – Types – legal position – Appointment – Duties – Disqualifications – DIN – Vacation of Office – Resignation – Removal – Meetings of Board – Resolutions and Proceedings – Powers of Board – Key Managerial Personnel- CEO- CFO – Audit and Audit Committee – related party- transactions – Corporate Social Responsibility.
Winding up – Contributory – Modes of winding up – Winding Up by Tribunal – Petition for Winding Up – Powers of Tribunal- Liquidators – Appointments- Submission of Report – Powers and Duties – Effect of Winding Up Order- Voluntary Winding Up – Circumstances – Declaration Of Solvency – Meeting of Creditors- Commencement of Voluntary Winding Up- Appointment of Company Liquidator- Final Meeting and Dissolution of Company Official Liquidators –Appointment -Powers – Functions – Winding up of unregistered companies.