COMPANY LAW II Syllabus

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Company Law – II –

[CLCC 3006]
MODULE I: AUTHORITIES UNDER THE COMPANIES ACT, 2013

 NCLT & Appellate Tribunal: Constitution & Composition, Resignation & Removal of
members, Benches & Orders of Tribunal
 Appeal from orders of Tribunal, Expeditious Disposal, and Appeal to Supreme Court.
 Establishment of Special Courts, Offences triable by Special Courts
 Appeal & Revision
 Mediation & Conciliation Panel
 Registrar of Companies (ROC): Powers & Duties

MODULE II: BORROWING POWERS, INVESTMENTS, LOANS, DEPOSITS

 Inter corporate loans and investments


 Loans to Directors
 Borrowing Powers- powers- effect of unauthorized borrowing
 Deposits – Meaning, Acceptance of deposits from public, Repayment of Deposits,
Damages for Fraud

MODULES III: DEBENTURES

 Debentures, Debenture Stock, Bonds- meaning


 Fixed and floating charge
 Kinds of debentures
 Rights of a shareholder vis a vis rights of a debenture holder
 Issue of Debentures
 Debenture Trust Deed

MODULE – IV – EXERCISE OF CONTROLLING POWER IN A COMPANY

 Majority and Minority Rights


 Majority Rule and its exceptions
 Protection against Oppression and Mismanagement
 Class Action suits
 Shareholder’s Representative and Derivative Action
 Corporate Liability - Legal liability of companies- civil and criminal - Remedies against
them- civil, criminal, and tortious- Specific Relief Act, writs, liability under special
statutes
MODULE V: COMPROMISE, ARRANGEMENT AND AMALGAMATION
 Concepts – Compromise, Arrangement, Amalgamation & Acquisition
 Sections 230-240 of the Companies Act, 2013 – Scope and extent
 Merger: Meaning & Types
 Minority Squeeze Out
 Demerger: Meaning and Types
 Reverse Merger

MODULE VI: COMMITTEES UNDER COMPANIES ACT, 2013

 Need for Committees under Companies Act, 2013


 Various Committees under Companies Act, 2013

MODULE VII: WINDING UP

 Winding up under Companies Act 2013: grounds for compulsory winding up- who can
apply- procedure- role of contributories- powers of liquidator- powers of court-
consequences of winding up order
 Winding up under IBC 2016: who can initiate CIRP- IRP and RP- Resolution Applicant
and Resolution Plan- Committee of Creditors- Liquidation Process- Distribution of assets
and Dissolution- Fast Track CIRP- Voluntary Liquidation.

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