Syllabus - CL & SP VI Sem
Syllabus - CL & SP VI Sem
Course code – 6GE3 Course Name – Company Law and Secretarial Practice
Course Outcome
Given basic information on Indian Companies Act 2013 student will be able to
CO1
define and understand the provisions and classification of company.
Given information on procedure for incorporation student will be able to identify the
CO2
legal terminologies and formalities while incorporation of company.
Given information on primary source of finance generation by the company student
CO3
will be able to differentiate and illustrate, shares , debentures etc
Given information on Secretary student will be able to define the role of secretary in
CO4
all operations of the company
Unit - I
Company and its Nature and Scope - Meaning, Definition and characteristics of company.
Historical background of company law in India, Companies Act 2013, landmark provisions of
the Act, Classification of companies, Lifting the corporate veil.
Unit – II
Procedure for Incorporation of companies - Role of promoters, Legal Position of Promoter,
functions and liabilities of a promoter, Registration and incorporation of a company, Merits
and Demerits of Incorporation of company - Memorandum of Association - Meaning, Purpose,
Contents, clauses Ultra vires and Doctrine of Ultravires. Articles of Association - Meaning
Purpose, Content. Alteration, Doctrine of Constructive Notice. Distinction between the
Memorandum and Articles, Doctrine of Indoor management. Meaning - Formalities of issue
Prospectus - Misrepresentation of Prospectus - Golden Rule Amalgamation and winding up
- Merger and Demerger of Company, Amalgamation, Winding up of a Company, Payment of
Liabilities in the event of winding up, Role of Official Liquidator, Court and National Company
Law Tribunal.
Unit - III
Shares, Debentures and Company Meetings - Shares - Meaning, Types of Shares and
Transfer of shares, price of issue of shares. Share Capital, Meaning, Kinds, Alteration,
Reduction and Voting Rights, Global Depository receipts, Sweat Equity shares, bonus shares,
buyback of shares. Share Certificate. Debenture - Meaning, Types, Charge-Fixed and Floating,
Crystallization of Floating charge. Company Meetings:- Annual General Meetings,
Extraordinary General Meetings, Persons Entitled To Call EGM, Notice,
Unit - IV
Secretary :- Definition, need and importance, Appointment and dismissal, Work, duties, rights
and liabilities, Memorandum of association and secretary, Articles of association and secretary,
Prospectus and secretary. Directors Position, Appointment And Removal: - Definition Of
Directors, Position Of Director In A Company, Composition Of Board Of Directors, Methods
and Provisions As To Directors Appointment, Appointment/Reappointment Of Rotational
Directors, Director Identification Number, Disqualifications For Director, Vacation Of Office
Of Director, Resignation Of Director, Removal Of Directors
Book Recommended:
1. C.A.Kamal Garg, Bharat's Corporate and Allied Laws, 2013
2. Institute of Company Secretaries of India, Companies Act 2013, CCH Wolter Kluver
Business, 2013
APPENDIX – II
Semester – V – Python