LAW RELATING TO COMPANIES, SECURITIES, INSOLVENCY AND BANKRUPTCY IN INDIA

Overview of the Course:A company is a legal entity incorporated for conducting business, and has an identity distinct from the individuals who have formed it. The Companies Act of 1956, which was replaced by the Companies Act of 2013, provides for this legal fiction. This distinct corporate identity that is bestowed upon a corporation at its inception is one of a kind. Due to an increase in the importance of adhering to rules of good governance in the corporate legal environment, Company Law has gained lot of significance. The purpose of corporate law goes much beyond ensuring that contracts are fulfilled, and it aims that the business benefits the public. There are several distinguishing characteristics that become part of a company once it is incorporated, make it essential to closely regulate the company form of business in the interest of public.The Securities are investment products representing small fractional interests or rights in a Company. Apart from the Companies Act, 2013 transactions in securities are regulated by three major legislations in India viz. Securities Contract (Regulation) Act, 1956, Securities and Exchange Board of India Act, 1992 and Depositories Act, 1996 form the legal framework for regulation of Investments and Securities in India.The Insolvency and Bankruptcy Code has been enacted in 2016 to consolidate and amend the laws relating to reorganisation and insolvency resolution of corporate persons, partnership firms and individuals in a time bound manner for maximisation of value of assets of such persons. It also aims to promote entrepreneurship, availability of credit and balance the interests of all the stakeholders including alteration in the order of priority of payment of Government dues and establishes an Insolvency and Bankruptcy Board of India.This course helps the learners in understanding the fundamental legal framework governing Companies, Securities and Investments, and Insolvency and Bankruptcy in India.Objectives of the Course:To understand the significance of company form of business and its legal regulation under Companies Act, 2013.To understand the process of incorporation of a company, role of promoters and prospectus.To study the circumstances compelling lifting of corporate veil.To examine the rights and duties of Shareholders in a company.To study the role of Directors in a company and understand their powers and duties.To understand the nuances of company administration.To study about company meetings, resolutions, audit and accounts.To identify and understand the need for prevention of oppression and mismanagement by the majority in a company.To study about the compromises, arrangements and amalgamations, mergers among companies.To understand the different ways of winding up and dissolution of a company.To study the law of investments and securities.To understand the features and administration of Securities Contracts (Regulation) Act, 1956; Securities and Exchange Board of India Act, 1992; Depositories Act,1996; Foreign Exchange Management Act, 1999 and Foreign Trade (Development and Regulation) Act, 1992.To examine legal aspects of joint ventures and foreign collaborations in India.To study the features of Collective Investment Schemes in India.To understand the legal framework governing Non-Banking Financial Companies (NBFCs).To examine the investment laws governing Multinational Corporations.To study the law governing Insolvency and Bankruptcy in India under the Insolvency and Bankruptcy Code 2016.To understand the legal aspects of insolvency resolution and liquidation for Corporate Persons.To examine the insolvency and bankruptcy for individuals and PartnershipTo understand the regulation of Insolvency Professionals, Agencies and Information Utility.To examine the Pre-Packaged Insolvency Resolution Process under the IBC.To understand the offences and penalties under the IBC.To examine the recent development in Corporate Law in India

Week 1:

1. Company Administration
2. Incorporation of a Company
3. Promoters and lifting up of a Corporate Veil
4. Corporate Securities and Classification of Companies
5. Assignments

Week 2:

 

1. Memorandum of Association and Alteration of Memorandum
2. Articles of Association and Constructive Notice
3. Prospectus
4. Remedies for Misstatement in Prospectus
5. Assignments

Week 3:

1. Shareholder or Member of a Company
2. Share and Share Capital
3. Alteration of Capital
4. Directors: Appointment
5. Assignments

Week 4:

1. Directors: Removal, Powers and Duties
2. Company Meetings and Resolutions
3. Audit and Accounts
4. Inspection, Inquiry and Investigation
5. Assignments

Week 5:

1. Majority Powers and Minority Rights-Prevention of Oppression and Mismanagement
2. Compromises, Arrangements and Amalgamations
3. Mergers, Winding-Up and Dissolution
4. Voluntary Winding-Up and Dissolution
5. Assignments

Week 6:

1. Introduction to the Law of Investments and Securities
2. Kinds of Securities
3. Administration of Company Law in relation to Securities
4. Securities Contracts (Regulation) Act, 1956 – Features and Administration
5. Assignments

Week 7:

1. Securities and Exchange Board of India Act, 1992 – Features and Administration
2. Depositories Act,1996 – Features and Administration
3. Shares as Securities
4. Debentures as Securities
5. Assignments

Week 8:

1. Foreign Exchange Management Act, 1999 – Features and Administration
2. Joint Ventures and Foreign Collaborations in India
3. Collective Investment Schemes
4. Non-Banking Financial Companies (NBFCs)
5. Assignments

Week 9:

1. Multinational Corporations - Investment
2. Foreign Trade (Development and Regulation) Act, 1992
3. Miscellaneous Issues – Investments and Securities
4. Genesis of Insolvency and Bankruptcy Law
5. Assignments

 

Week 10:

1. Insolvency and Bankruptcy Code 2016 (Code) – An Overview
2. Insolvency Resolution and Liquidation for Corporate Persons (Companies and Limited Liability Partnerships) – Part-II of the Code
3. Insolvency and Bankruptcy for individuals and Partnership Firms – Part-III of the Code
4. Regulation of Insolvency Professionals, Agencies and Information Utility – Part IV of the Code
5. Assignments

Week 11:

1. Pre-Packaged Insolvency Resolution Process (PPIRP) – Chapter IIIA of Part-II of the Code
2. Offences and Penalties under the Insolvency and Bankruptcy Code
3. Corporate Laws – Recent Developments
4. Assignments