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COURSE OUTLINE
SEMESTER V
B.A.LL.B. (HONS.)
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INTRODUCTION
Being statutory creations, companies are created by promoters. Promoters play a very
strategic role. It is through their expertise and efforts that a company is born. In cotemporary
times, task of promotion has professionalized. Law has the task of balancing the protection of
their interests on the one hand and on the other hand to protect the interest of the company.
Further it maintains sanctity of contracts entered into by promoters.
Memorandum of Association
Doctrine of Ultra Vires
Articles of Associations
Doctrine of Indoor Management
Doctrine of Constructive Notice
Incorporation and its consequences on Corporate Transactions
o Certificate of Incorporation
o Certificate of Commencement
A company is bound to raise finances for its sustenance and growth. Therefore, in
finance a prospectus is a disclosure document that describes a financial security for potential
buyers. A prospectus commonly provides investors with material information about
different securities, mutual funds, stocks, bonds and other investments. It also provides with
information like description of the company's business, financial statements, biographies of
officers and directors, detailed information about their compensation, any litigation that is
taking place, a list of material properties and any other material information.
In order to finance its activities the company needs capital. Capital of a company is of
different kinds. Capital can be raised at the time of formation of the company for starting a
business or later on, for expansion and diversification. But once raised it becomes the
permanent liability of the company. And such capital is raised by issuing prospectus in the
market which arouses interest of the investors in the company and it induces them to invest
in the company. It may be generated through different means from various sources (e.g.
public and private).
Dividend –
o Meaning
o Sources of declaration
o Interim Dividend
Protection of the investors is one of the primary objectives of Corporate Law. One of
the forum through which such an objective is fulfilled are the meetings of a company and the
business is also transacted through these different kinds of meeting. Their procedure is well
regulated through law. It is at the meeting that majority and minority friction comes out in
the open.
BOOKS TO BE REFERRED
Note:
1. The students are required to take both the two Acts (the 1956 and the 2013) into consideration at
the time of preparation.
2. Apart from the cases that have been mentioned above, the students are also advised to take note of
the other cases mentioned in the books and discussed in the class.