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Mumbai University›
Second Year LLB›
Semester 3›
Company Law›
Ch 3: Directors, Board, KMP & Prevention of Oppression›
Declaration by Directors

1. Incorporation, Prospectus & Share Capital39

Meaning and Definition of a Company
Types of Companies and Characteristics
Doctrine of Lifting the Corporate Veil
Citizenship of a Company
Promoters — Position, Duties and Liabilities
Formation and Incorporation of Companies
Commencement of Business Section 10A
Memorandum of Association — 6 Compulsory Clauses
Articles of Association — Contents and Alteration
Doctrine of Constructive Notice and Indoor Management
Rectification of Name of Company Section 16
Types of Prospectus
Matters to be Stated in Prospectus Section 26
The Golden Rule / Golden Legacy
Public Offer of Securities in Dematerialised Form
Criminal Liability for Mis-statements in Prospectus Section 34
Civil Liability for Mis-statements in Prospectus Section 35
Fraudulently Inducing Persons to Invest Money Section 36
Personation for Acquisition of Securities Section 38
Allotment of Securities Section 39 and Section 40
Securities to be Dealt with in Stock Exchanges Section 40
Private Placement Section 42
Kinds of Share Capital
Nature of Shares or Debentures
Equity Shares with Differential Voting Rights Section 43
Issue and Redemption of Preference Shares Section 55
Issue of Sweat Equity Shares Section 54
Securities Premium Account Section 52
Prohibition on Issue of Shares at Discount Section 53
Transfer and Transmission of Securities Section 56 Section 58
Power to Alter Share Capital Section 61
Further Issue of Share Capital — Rights Issue Section 62
Issue of Bonus Shares Section 63
Reduction of Share Capital Section 66
Restrictions on Purchase of Own Shares Section 67
Buy-back of Own Securities Section 68
Prohibition for Buy-back in Certain Circumstances Section 70
Debentures Section 71
Power to Nominate Section 72

2. Deposits, Charges, Meetings, Dividend & Audit39

Definition of Deposits
Eligibility to Accept Deposits
Applicability of Deposit Provisions
Conditions for Acceptance of Deposits from Members
Damages for Fraud
Time Period and Acceptance Limit
Creation, Modification and Satisfaction of Charges
Floating Charge
Fixed Charge
Crystallisation of Charge
Kinds of Meetings
Types of Resolutions
Notice, Quorum, Poll, Chairman, Proxy
Meeting and Agenda
Voting and Its Types
Circulation of Members' Resolutions
Signing and Inspection of Minutes
Register of Members and Other Security Holders
Significant Beneficial Owners
Annual Return
Resolutions and Agreements to be Filed
Report on Annual General Meeting
Meetings of Board and its Committees
Frequency, Convening and Proceedings of Board Meetings
Quorum; Resolution by Circulation
Declaration of Dividend
Unpaid Dividend Account
Investor Education and Protection Fund
Punishment for Failure to Distribute Dividends
Books of Accounts
Financial Statements
National Financial Reporting Authority
Auditors — Appointment, Resignation and Removal
Qualification, Disqualification; Rights, Duties and Liabilities
Audit and Auditor's Report
Internal Audit
Cost Audit
Annual Report and Directors' Report
Integrated Reporting

3. Directors, Board, KMP & Prevention of Oppression30

Director Identification Number
Types of Directors
Appointment and Reappointment of Directors
Disqualifications of Directors
Vacation of Office
Retirement, Resignation and Removal
Duties of Directors
Rights of Directors
Register of Directors, KMP and their Shareholding
Loans to Directors
Disclosure of Interest
Declaration by Directors
Loans and Investments by Company
Investments to be Held in Own Name
Related Party Transactions
Register of Contracts in which Directors are Interested
Board Composition
Restrictions and Powers of Board
Board Committees
Contributions to Charitable Funds, Political Parties and National Defence
Appointment of Key Managerial Personnel
MD, WTD, Manager, CEO, CFO and Company Secretary
Remuneration of Managerial Personnel
Majority Rule and Minority Rights
The Principle of Non-Interference
Meaning of Oppression
Application to Tribunal for Relief
Powers of Tribunal
Class Action
Reconstruction and Amalgamation

4. CSR, Winding Up, ESG & Insider Trading18

Applicability of CSR
CSR Policy and Permitted Activities
CSR Committee and Expenditure
Net Profit for CSR — Section 198
CSR Reporting Requirements
Procedure before Tribunal and Appellate Tribunal
Legal Provisions for Winding Up
Winding Up by the Tribunal
Voluntary Winding Up
Meaning of ESG and its Components
History of Corporate Governance
Meaning of Corporate Governance
Requirements under Corporate Governance
Corporate Governance Report
Definitions: Insider, Connected Person, Person Deemed Connected
Definitions: UPSI, Window Closure, Opposite Transaction, Trading Plans
When Applicable — Insider Trading Prohibition
Penalties for Insider Trading

Mumbai University · Second Year LLB · Semester 3

Declaration by Directors

📖 Ch 3: Directors, Board, KMP & Prevention of Oppression12 of 30 topics4 min read

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