Company
Law
For
MJPRU / GJUM / CCSU / MSU / Others
Unit I: Introduction, Evolution, and Foundational Concepts of Company Law
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History and Evolution of Company Legislation in India (including the journey from 1956 to the Companies Act 2013 and recent amendments)
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Meaning, Nature, and Characteristics of a Company
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Company distinguished from other forms of Business Organizations (Partnership, LLP, Sole Proprietorship): Advantages and Disadvantages
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Types/Kinds of Companies (e.g., Public, Private, One Person Company, Government Company)
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Corporate Personality: Doctrine and its implications
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Lifting or Piercing the Corporate Veil: Judicial and Statutory instances
Unit II: Company Formation and Constituent Documents
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Promoters: Definition, Legal Position, Rights, Duties, and Liabilities
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Pre-Incorporation Contracts: Legal status and enforceability
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Memorandum of Association (MoA): Meaning, Nature, Contents (Name, Registered Office, Objects, Liability, Capital, Association Clauses), and Alteration
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Articles of Association (AoA): Meaning, Nature, Contents, Relationship with MoA, and Alteration
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Objects Clause and the Doctrine of Ultra Vires: Scope and Consequences
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Doctrine of Indoor Management (Turquand's Rule): Scope and Exceptions
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Prospectus: Meaning, Kinds, Contents, Shelf Prospectus, Red Herring Prospectus
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Liabilities for Untrue Statements in Prospectus (Civil and Criminal)
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Statement in Lieu of Prospectus
Unit III: Corporate Capital, Borrowing, and Charges
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Share and Share Capital: Meaning, Nature, Kinds (Equity Shares, Preference Shares)
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Rights and Duties Attached to Shares
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Membership of Company: Acquisition, Termination, and Register of Members
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Issue and Allotment of Shares: Process, Rules, and Irregular Allotment
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Underwriting of Shares
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Alteration of Share Capital: Increase, Reduction, Consolidation, Subdivision, Conversion into Stock
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Pre-Emptive Rights (Rights Issue) and Variation of Class Rights
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Transfer and Transmission of Securities
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Borrowing Powers of a Company: Ultra Vires Borrowing and its Consequences
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Debentures: Meaning, Kinds (e.g., Convertible, Non-Convertible, Secured, Unsecured), Debenture Holders, Debenture Trustees, Public Deposits
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Hybrid Instruments: Fully Convertible and Partially Convertible Debentures
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Charges and Mortgages: Meaning, Types (Fixed, Floating), Creation, and Registration of Charges
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Inter-corporate Investment
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Dividends: Declaration, Payment, Management of Unpaid Dividend Account, Investor Education and Protection Fund, Punishment for failure to distribute dividends
Unit IV: Company Management and Administration
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Company Organs: Division of Powers between the Board of Directors and the Company in General Meeting
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Directors: Types, Appointment, Disqualification, Vacation of Office, Legal Position, Rights, Duties, and Liabilities
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Managing Director: Appointment, Powers, and Legal Position
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Company Meetings: Meaning, Types (Board Meetings, Annual General Meeting, Extraordinary General Meeting), Statutory Meeting
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Essential Conditions for a Valid Meeting: Notice, Quorum, Chairman, Proxies, Voting
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Procedure for Calling and Conducting Company Meetings
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Resolutions: Types (Ordinary, Special), Procedures relating thereto
Unit V: Corporate Accountability, Restructuring, and Dispute Resolution
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Majority Rule and Minority Protection: Doctrine, Prevention of Oppression and Mismanagement
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Investigation into the Affairs of Companies
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Reconstruction and Amalgamation: Types, Procedures, and Effects
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National Company Law Tribunal (NCLT) and National Company Law Appellate Tribunal (NCLAT): Composition, Powers, and Functions
Unit VI: Winding Up of Companies
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Modes of Winding Up: Voluntary Winding Up, Compulsory Winding Up by Tribunal, Winding Up Subject to Supervision of Court
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Compulsory Winding Up: Grounds, Procedure, Powers of Tribunal
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Voluntary Winding Up: Kinds (Members' Voluntary Winding Up, Creditors' Voluntary Winding Up), Distinction, Procedure
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Consequences of Winding Up
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Official Liquidator and Liquidator: Appointment, Powers, Duties, and Liabilities
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