University of Lucknow, UP, General Semester 4, Company laws and Secretarial Practices Syllabus

                                                               Company laws and Secretarial Practices

Unit - 1 Introduction  

Concept of lifting of corporate veil. Types of companies, association not
for profit, illegal association. Formation of company – Promoters, their legal position,
pre-incorporation contract and provisional contracts. Documents – Memorandum of
Association, Articles of Association, Doctrine of ultra vires, Constructive Notice and
Indoor Management, Prospectus and its types, Book Building.

Unit - 2 Share Capital & Secretarial duties

Issue, allotment and forfeiture of share, demat of
share, transmission of shares. Members and shareholder – their rights and duties.
Convening and conduct of shareholders meetings; types & procedures.
Dematerialization of shares. Depositories act 1996.

Unit - 3 Management in company

Directors, their dis-qualifications, appointment, legal position, powers
and duties. Disclosures of interest, removal of directors, board. Company secretory;
appointment, rights, duties and liabilities. Meaning& Essentials of a valid meeting,
Notice, Agenda, Proxy, Motion, Resolution, Minutes and Reports.

Unit - 4 Winding up

Concept and modes of winding up, Emerging issues in company law:
Producer Company – concept and formation, Specimen of certificates of
incorporation, certificate of commencement of business, share certificates and share
warrants.