Corporate Law

The book has been prepared strictly according to the new syllabus for B.Com. Second Year, effective from academic session 2022-23 for all State Universities and Colleges of Madhya Pradesh.

Salient Features of the revised edition :

While revisioning the book, it has been especially kept in mind that the complicated and complex concepts, theory and principles of various laws are made into pleasurable reading and learning experience that truly helps the students in their complete command of the subject. The intricate provisions of various Acts have been dealt with in a quite intelligible manner with the help of easy language, suitable practical examples, lucid explanations, brevity of statement and relevant incidental information with its exact sources. Different necessary case law and Government Circulars alongwith proper illustrations have been inserted at the required places to make the subject more intelligible and authentic. An attempt has been made to keep the writing style simple and clearly understandable.

Questions at the end of each chapter have been designed so as to include the needed and prescribed forms of questions such as test questions, long-answer-type questions, short answer type questions and multiple choice questions.

Conviction : Alongwith the personal efforts of the students, a good book is an essential input for success at the examination. This book reflects a distinctive identification in its field and gives me a personal satisfaction from the viewpoint of serving the actual needs and expectations of the students.

Corporate Law Syllabus For B.Com. IInd Year of Various Universities of Madhya Pradesh

• Unit 1. Preliminary to Companies Act, 2013—Company—Definition, Characteristics, Types of Company, Formation of Company, Promotion, Incorporation and Commencement of Business, Memorandum of Association, Articles of Association and Prospectus.
• Unit 2. Management and Administration—Board of Directors, Types of Directors; Their qualifications, powers, duties, liabilities. Company Meetings : Types, Quorum, Voting, Resolution and Minutes.
  Unit 3. Dividends Accounts and Audit—Declaration and payment of dividend, maintenance and authentication of financial statements, Corporate Social Responsibility (CSR), Auditor, Appointment, Qualification, Duties, Responsibilities, Audit report.
• Unit 4. Oppression and Mismanagement; Restructuring and Winding up—Prevention of Oppression and Mismanagement Provisions related to Compromises and Amalgamation, Concept and modes of winding up.
• Unit 5. National Company Law Tribunal—Definition, Constitution of NCLT, Constitution of Appellate tribunal, Provisions regarding appeal and punishment. Emerging issues in company law.

Corporate Law Contents

1. Company (Meaning, Characteristics)
2. Types of Companies (One Person Company, Small Company, Associate Company, Dormant Company, Producer Company, Association not for Profit, Illegal Association)
3. Incorporation/Formation of a Company (Promoters and their Legal Position, Pre-Incorporation Contract and Provisional Contracts, Online Registration of the Company)
4. Memorandum of Association (Meaning, Clauses and Alteration, Doctrine of Ultra-vires)
5. Articles of Association (Meaning, Contents, Alteration, Doctrine of Constructive Notice and Doctrine of Indoor Management)
6. Prospectus (Shelf Prospectus, Red Herring Prospectus, Misstatement in Prospectus)
7. Company Management : Directors (Director—Meaning, Classification of Directors, Directors Identification Number (DIN), Appointment, Removal of Directors, Legal Position, Powers and Duties)
8. Managing Director (Managing Director or Whole-Time Director, Manager)
9. Company Meetings (Meaning of Meetings, Convening and Conduct of Meetings, Requisites of a Valid Meeting—Proper Authority, Notice, Proper Quorum, Chairman of Meeting, Proxies, Voting, Resolutions, Minutes of the Meeting, Video Conferencing, E-Voting, Types of Meeting—AGM, EGM, Meetings of the Board of Directors)
10. Dividend
11. Corporate Social Responsibility (CSR) (Meaning of CSR, Applicability of CSR, Net Profit for CSR, Disclosure Required in Board Report, Types of CSR Activities, New Role of Board for CSR, Frequently Asked Questions (FAQs) on Corporate Social Responsibility (CSR) issued by Ministry of Corporate Affairs, Government of India on 25th August, 2021)
12. Auditor (Auditor’s Appointment, Rotation of Auditors, Auditor’s Report, Secretarial Standards and Secretarial Audit, Online Filing of Documents)
13. Prevention of Oppression and Mismanagement (Meaning of Acts and Nature of Oppression and Mismanagement. Who can apply to Tribunal for Relief? Powers of Tribunal, Class Action)
14. Compromises, Arrangements and Amalgamations (Introduction, Scheme of Compromise, Arrangement andamalgamations, Power of Tribunal to Enforce Compromise Andarrangement, Reconstruction, Merger and Amalgamation, Mergeror Amalgamation of certain Companies, Merger or Amalgamation of company with Foreign Company, Power to acquire Shares of Shareholders Dissenting from Scheme or Contract Approved by Majority, Purchase of Minority Shareholding, Power of Centralgovernment to provide for Amalgamation of Companies in Publicinterest, Registration of Offer of Schemes Involving Transfer of shares, Preservation of Books and Papers of Amalgamated Companies, Liability of Officers in Respect of Offences Committed prior to Merger, Amalgamation, etc.)
15. Winding Up of Companies (Concept and Modes, Liquidator)
16. Insolvency and Bankruptcy Code, 2016

• National Company Law Tribunal
• National Company Law Appellate Tribunal
• Special Courts (under the Companies Act, 2013)