Page 4 - DCOM106_COMPANY_LAW

SYLLABUS
Company Law

Objectives: The objective of the course is to understand and evaluate the legal framework of Corporate Environment in India
and to gain elementary knowledge of Indian Corporate Law.

Sr. No. Topics
1. Definition of company, characteristics of company, lifting the corporate veil, company distinguished
from partnership, kinds of companies, incorporation of company, promoter and their legal position.
2. Memorandum of Association: contents, alteration, Doctrine of ultra vires.

3. Articles of Association: contents, alteration, Doctrine of Indoor Management, Constructive notice of
memorandum and articles, Articles and memorandum- their relation and distinction, legal effect of
Memorandum and Articles.
4. Prospectus: Definition, contents, shelf prospectus, information memorandum, red herring
prospectus, abridged prospectus, Misstatements in prospectus and their consequences, statement in
lieu of prospectus, underwriting commission and brokerage,
5. Membership in a company: Members and shareholders, modes of becoming member, cessation of
membership, rights and liabilities of members.
6. Shares and share capital: kinds of share capital, alteration and reduction of capital, reorganization of
capital, voting rights.
7. Corporate Governance: Directors-Qualification; appointment and remuneration; disclosure; service
contracts; removal; retirement and disqualification; powers and fiduciary duties; Role and duties of
directors in relation to good corporate governance
8. Company meetings and proceedings: general meetings of shareholders, requisites of a valid
meeting, proxies, voting and poll, resolutions.
9. Borrowing power, debentures and charges: ultra vires borrowings, Prevention of oppression and
mismanagement: Principal of majority rule, remedial actions for prevention of oppression and
mismanagement.
10. Winding up: Meaning, Modes, and Consequences of winding up.