Business Law – II

250.00

SYBFM — SEMESTER – IV

Author: Kalaivani Venkataraman

FIFTH REVISED EDITION

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Description

SYLLABUS


No.
Modules/ Units
1 Indian Companies Act, 2013:
  (a)        Company and its formation: Definition and Nature of Company, Advantages and Disadvantages of a Company, Lifting of Corporate Veil with cases, Promoters and preliminary contracts (S.92-93), Types of Companies. (Meaning and Concepts Only) Chartered Companies Statutory Companies, Registered companies under the Act. OPC (S. 3(1)), Companies limited by shares, Companies Limited by guarantee, Private Company, Public Company, Producer Companies (Sec 581 A to 581 Z-) Formation of Companies with charitable objects (Sec. 8), Holding Company and Subsidiary company, Small Company (S. 2(85)) Dormant Company (S. 455) Documents and procedure for Incorporation of Company, Effect of Incorporation. (S.9)

(b)       Membership of a Company: Who can become member, Modes of acquiring membership, Cessation of membership, Rights and Liabilities of Members

(c)        Memorandum of Association and Articles of Association: Meaning, Concept, Clauses, effects of Memorandum and articles, Doctrine of Ultra Vires, Doctrine of Indoor Management, Doctrine of Constructive Notice.

(d)       Prospectus: Meaning (S.2) When to be issued, When not required, Various kinds of prospectus, legal framework for issuance of Prospectus, Contents of Prospectus, Private Placements.

(e)       Classification of Directors, women directors, independent director, small shareholder’s director, disqualification of a director, Director Identification number, appointment, Legal position, powers and duties, Position of director as key managerial personnel, managing director, manager.

(f)         Meetings: Various types of meeting of shareholders and board, convening and conduct of meetings, postal ballot, meetings through video conferencing, e-voting.

2 Intellectual Property Rights, Copyrights and Trademarks:
  (a)        Intellectual Property rights in India Introduction and Types.

(b)       Patents: Meaning, Salient features of Patent Conditions for an invention to be patented, what is Patentable, What is not patentable? Procedure for Obtaining a Patent, Opposition to Grant of Patent (S. 25, 26) Term of Patent, How does a patent expire? Remedies available to the Patent Owner for Infringement of Patent Rights.

(c)        Copyrights: Meaning (S. 14) Copy right Board and registration of Copy right (S. 11, S.44-50) Term of Copy right (S. 22-29) What works are protected, rights, who owns the rights and duration. Meaning of Fair use. Infringement of Copy rights and remedies (S. 51-55,57,58,63,64,65)

(d)       Trademarks: Meaning Concept, functions of Trade mark, Types of Trade Marks, Trademarks that cannot be registered Registration of Trade Mark, Procedure for Registration of TM, Infringement and remedies, passing off, service marks.

3 Indian Partnership Act, 1932 and Limited Liability Partnership Act, 2008:
  (a)        Indian Partnership Act, 1932 (Sections 4, 5, 6, 7, 8, 14 & 39-55): Definition, Essentials, Types of Partnerships and types of Partners Test of partnership, and Sharing of profits is not the real test of partnership (Sec. 6), Partnership deed, and property of the firm, Reconstitution of Partnership firms, Dissolution of the firm.

(b)       Limited Liability Partnership, 2008: Definitions (S. 2), Body corporate, Business, Partner. Concept, Salient features, Nature of LLP (Ss. 3-10)  Distinction between LLP and partnership, and LLP and LLP and Company Extent and limitation of liability of LLP and its partners (Ss. 26-31) Conversion to LLP (Ss. 55-58)  Winding up and Dissolution of the LLP (Ss. 63-65)

4 Securities Contract Regulation Act and SEBI:
  (a)        Securities Contract Regulation Act 1956:

Terms-Recognition of stock exchange-Listing Agreement-Delisting-Security Appellate Tribunal-Cancellation of recognition- bye laws- types of contracts. Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act (SARFAESI) 2002: Objectives-Terms-process-registration-acquisition-assets reconstruction-takeover management-offences and penalties-authorities.

(b)       Security Exchange Board of India:

¨          SEBI: Objectives-terms-establishment-powers-functions-accounts and audit-penalties-registration.

·            Issues of Disclosure Investors Protection Guidelines: Pre and Post obligations-conditions for issue-Debt Security-IPO-E-IPO-Employee option-right-bonus-preferential allotment- intermediary-operational-promoter lock in period requirements-offer document.

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