Description

SYLLABUS

(1)     Company Law – An Overview:   

• Development of Company Law in India.
• Doctrines Governing Corporates: Lifting the Corporate Veil, Doctrine of Ultra Vires, Constructive Notice, Indoor Management, Alter Ego. The Principle of Non Interference (Rule in Foss V/s Harbottle) – Meaning,  Advantages,  Disadvantages & Exceptions, Majority and Minority Rights under Companies Act.
• Application of Company Law to Banking and Insurance Sector: Application of Companies Act to Banking and Insurance sector governed by Special Acts. S.1(4) of Companies Act 2013.

Exceptions provided (S.67(3), S.73(1), S.129(1), 179(3), S.180(1)(c), S.186, S.189.

 

(2)     Regulatory Framework governing Stock Exchanges as per Securities Contracts Regulation Act 1956: 

• Definition of Securities, Spot Delivery Contract, Ready Delivery Contract, Stock Exchange.
• Corporatisation and demutualisation of Stock Exchange –Meaning, Procedure & Withdrawal.
• Power of Recognised Stock Exchange to make rules restricting voting rights etc.
• Power of Central Government to Direct Rules or Make rules.
• Power of SEBI to make or amend bye laws of recognised stock exchange.
• Books and Accounts to be maintained by recognized stock exchange.
• Grounds on which stock exchange can delist the securities of a company.
• Section 3 to Section 20.

 

(3)     Security Exchange Board of India:   

• SEBI: Objectives-terms-establishment-powers-functions-accounts and audit- penalties – registration.
• Issues of Disclosure Investors Protection Guidelines: Pre & 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.

 

(4)     The Depositories Act, 1996: 

• Depository – Meaning, Benefits,  Models, Functions Participants
• The Depository Act 1996 – Objectives, Eligibility condition for depository services, Fungibility, Bye laws of depository, Governance of Depository and Internal audit of depository Participants
• BSDA and single registration for depository participants.