INDICATIVE UST OF TOPICS
1. Evolution and Administration
of Company Law in India;
Brief History, Companies Act, 1956 as amended from time to time, Machin,ery for,
,
Administration of Companies Act - National Company Law Tribunal, Registrars'of Companies ,
Regional Director and Central Government, Brief overview of Concept Paper on Model (New)
CompanyLaw; Role of SEBI in Company Law govem,ance.
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2. Forms of Company:
Meaning of company, definition of company,
its
features, advantages and disadvantages of
incorporation, Kinds of companies- Private and Public, illegal association, Holding and subsidiary.
companies,Foreign Company,Producer Company
,
3. Company Formation
Promotion, Functions and Position of promoters, Pre-incorporation contracts, novation of contacts,
Provisional contract, requirement of Commencement of business; Doctrine of Lifting of Corporate
veil.
4. Memorandum of Association:
Meaningand D~finition,Contents, Doctrine of ultra-viresand Alteration ~fMemorandum,
5. Articles of Association:
Meaning,contents, Alteration,Doctrine of Constructivenotice and indoor management
6. Prospectus:
Meaning, Definition, Importance, Contents, prospectus by implication, shelf prospectus, Red
Herringprospectus. Liabilityfor misstatements and Statementin Lieu of Prospectus.
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7. Shares:.
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Allotment, Legal provisions on allotment. Irregular Allotment, Underwriting Agreements, SEBI DIP
Guidelines on Issue on Shares, Promoters'
Contribution,
Intermediaries
- ,Merchant Banker,
Underwriting, Registrar, Banker,
their Code of Conduct, Underwriting Commissions" Is~ue. o,r
Securities at Premium and at Discount, Buyback of shares, Transfer and Transmission of' Shar~,
Nomination Facility, Depository system, SEBI Guidelines on Stock options
8. Members and Shareholders:
Meaning of member, concept of Beneficial Owner
(under Depository System) Acquisition of
membership, Ceasation of membership. Register of Members and Beneficial Owners and its
rectification.,
9. Share Capital:
Meaningof Share and stock, Differentialvot