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Introduction to company law

Singh Avtar

Introduction to company law - 10th Rep - Lucknow Eastern Book Co 2010 - 200p

Table Of Contents:
TABLE OF CASES
TABLE OF STATUTES

Chapters



1. Nature of Company and Registration ..

Definition of company

Corporate personality and advantages of incorporation

Independent corporate existence

Limited liability

Perpetual succession

Transferable shares

Separate property

Capacity for suits

Professional management

Access to money market



2. Memorandum and Articles of Association

Memorandum of association

Name clause

Registered office clause

Objects clause



2. Memorandum and Articles of Association (contd.)

Liability clause

Capital clause
Subscription

Objects, powers and ultra vires
Alteration of memorandum
Alteration of name [So 21]

Alteration of registered office and objects clauses [So 17]

Articles of Association

Articles in relation to memorandum



3. Prospectus and Promoters
Prospectus

Definition

Application forms [So 56] ..
Public Issue

Contents of prospectus

Procedure for changing terms of the prospectus [So 61]
Issuing Houses (Deemed prospectus) [So 64]

Shelf Prospectus [So 60-A] ..

Information memorandum [So 60-B]

Remedies for misrepresentation



4. Prospectus and Promoters (contd.)

Damages for deceit

Compensation under Section 62

Rescission for misrepresentation



3. Shares, Membership and Share Capital
Shares

First issue in demat form [So 68-B]
Allotment of shares

Minimum subscription [So 69]

Application money [So 69 (3)]

Statement in lieu of prospectus [So 70]

Opening of the subscription list [So 72]

Shares to be dealt in on stock exchange [So 73]



4. Shares, Membership and Share Capital (contd.)
Certification of transfer [So 112]

Forgery in transfer.

Rights of transferor and transferee
Priority between transferees
Transmission of shares

Facilities for nomination ..
Mortgage or pledge of shares
Return as to allotment [So 75]
Issue of shares at discount [So 79]



5. Shares, Membership and Share Capital (contd.)
Annual returns [Ss. 159-161]

Share Capital

Kinds of share capital [Ss. 85 and 86]
Derivative

Hybrid



6.Directors and other Managerial Personnel
Directors

Position of directors
Directors as agents
Directors as trustees
Directors as organs



7.Directors and other Managerial Personnel (contd.)
Personal liability of the organ

Appointment [Ss. 254-257]

Casual vacancies [So 262]

Additional directors [So 260]

Appointment by Central Government. .



8. Directors and other Managerial Personnel (contd.)

Duty of care ..

Liability for Negligence

Duty to attend board meetings ..

Liability for non-attendance

Duty not to delegate

9.Other Managerial Personnel

Managing or whole time director or manager
Procedure of appointment [So 269]
Disqualifications [So 267]

Manager

Secretary



10. Meetings

Statutory meeting (S. 165) ..

Annual general meeting (S. 166)
Extraordinary general meeting (S. 169)

Power of Company Law Board to call a meeting (S. 186)

Procedure of meetings

Notice (Ss. 171-172)



11.Dividends, Audit and Accounts (contd.)

12.Borrowing, Lending, Investments and Contracts

13.Borrowing, Lending, Investments and Contracts (contd.)

14. Minority Protection

15.Kinds of Company

16.Reconstructions and Amalgamations

17.Winding Up

18.Winding Up (contd.)

APPENDIX

Changes made by the Companies (First Amendment)
Act, 2002

Changes made by the Companies (Second Amendment)
Act, 2002

SUBJECT INDEX

9789350280492 935080493


1.Company Law - An Introduction2.Corporate Law - An Introduction

346.066000 / SIN-3