Meaning of Company, essential characteristics, Formation of Company form of Organizations Prospectus – contents – statement in lieu of prospectus. Allotment of securities Public offer – Private Placement. Shares and Debentures Meaning – Types – share certificate – its objects and effects – transfer of shares. Further issue of shares - alteration of share capital Acceptance of deposits by companies – Red herring prospectus
Management and Administration – Register of members. Declaration in respect of beneficial interest in any Annual return – Annual general meeting Notice. Resolution, Minutes – Inspection of documents – Reports Applicability of law to one person company Declaration and payment of Dividend
Accounts of Companies – Audits and Auditors Director – Qualification and Disqualification – Appointment – Removal –Remuneration – Powers, Duties and Liabilities. Meetings – kinds- procedure – voting. Prevention of Oppression and Mismanagement Winding up – Meaning - Modes of Winding Up - Winding up proceedings- Appointment of liquidator, powers and duties of official liquidator
Corporate Governance- Concept of Corporate Governance , Issues in Corporate Governance, Nature and Evaluation of corporate Governance – Global and National Prospective Business Ethics and Corporate Governance,Why Governance?- Obligations towards various stakeholders Business Standards and Values – Anticipating & Avoiding unethical Consequences Selecting Ethical Goals Value Orientation of the Firm. Administering & Reporting of Corporate Governance in India SEBI Regulations – Model; report on Corporate Governance in India
Corporate Governance – Global Scenario: Corporate governance – Global Practices Cadbury Report, OECD Committee Recommendations & SEBI Committee Recommendations Corporate governance Role & responsibilities of Directors and Shareholders Dilemmas facing directors – Defining Good Corporate Conduct Increasing Expectation from Directors
Reference Book:
1. Corporate Governance in India PHI Learning Latest Edition R3 Robert A. G. Monks Nell Minow 2. Corporate Governance Wiley Fourth / Latest Edition R4 Swami (Dr.) Parthasarathy 3. Corporate Governance- Principles, Mechanisms & Practice Biztantra Latest Edition .
Text Book:
1. N.D. Kapoor, “Business Law”, Sultan Chand & Sons, New Delhi 2005. 2.Corporate Governance & Accountability Wiley Latest Edition R2 Subhash Chandra Das 3. Gower L.C.B, “Principles of Modern Company Law”, Steven & Sons, London. 4. Ramaiya A, “Guide to the Companies Act”, Wadhwa & Co., Nagpur 5. Singh Avtar, “ Company Law”, Eastern Book Co., Lucknow 6. A. C. Fernando (AC) Corporate Governance Pearson Education Solomon Aris Solomon