Corporate and Business Law

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Author(s): V. Balachandran, S. Thothadri

Published by Vijay Nicole Imprints Private Limited

Publication Date: Tue Feb 01 00:00:00 UTC 2022 Available in all formats

ISBN: 9788182095595

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Description

Table of contents

Biographical note

User Reviews

This book is designed to address the syllabi requirements of undergraduate students of Commerce of Management.

• Covers major topics in Business Laws and Company Laws

• Comprehensive and student-friendly

• Clear concepts and lucid writing style

• Appropriate real life examples and boxed highlights of case laws

• Numerous end-of-chapter review questions including short answer, long answer, essay type, choose the correct answer, fill in the blanks and true or false

Cover
Title Page
Copyright Page
Contents
Preface
Chapter 1 Nature and Formation of Contract
- Introduction
- Key Definitions used in the Indian Contract Act
- Nature of Contract
- Elements of Contracts
- Classification of Contracts
- English Law
- Review Questions
Chapter 2 Offer and Acceptance
- Introduction
- Proposal
- Essential Requirements of a Valid Offer
- Acceptance
- Communication of Offer, Acceptance and Revocation
- Offer and Acceptance by Post
- Review Questions
Chapter 3 Consideration
- Introduction
- Definition
- Types of Consideration
- Essentials of Consideration
- Privity of Contract
- No Consideration – No Contract
- Review Questions
Chapter 4 Capacity of Parties
- Introduction
- Definition
- Minors
- Persons of Unsound Mind
- Disqualified Persons
- Review Questions
Chapter 5 Free Consent
- Introduction
- Free Consent
- Coercion
- Undue influence
- Fraud
- Misrepresentation
- Mistake
- Review Questions
Chapter 6 Legality of Object and Consideration
- Introduction
- Agreements Against Public Policy
- Review Questions
Chapter 7 Void Agreements
- Introduction
- Classification of Unlawful Agreements
- Agreements in Restraint of Trade
- Agreements in Restraint of Legal Proceedings
- Wagering Agreements
- Agreements Contingent on Impossible Events [Sec. 36]
- Agreement to Agree in Future
- Illegal Agreement
- Review Questions
Chapter 8 Contingent and Quasi-Contracts
- Definition
- Essentials of Contingent Contracts
- Quasi-Contracts
- Review Questions
Chapter 9 Performance of Contracts
- Introduction
- Tender
- Essentials of a Valid Tender Performance
- Assignment of Contracts
- Review Questions
Chapter 10 Modes of Discharge of Contracts
- Introduction
- Discharge by Performance
- Discharge by Mutual Consent (Sec. 62)
- Discharge by Impossibility of Performance
- Discharge by Lapse of Time
- Discharge by Operation of Law
- Discharge by Breach of Contract
- Termination by Material Alteration
- Review Questions
Chapter 11 Remedies for Breach of Contract
- Introduction
- Cancellation or Rescission
- Restitution
- Specific Performance
- Injunction
- Damages
- Quantum Meruit
- Review Questions
Chapter 12 Indemnity and Guarantee
- Introduction
- Contract of Indemnity
- Contract of Guarantee
- Kinds of Guarantee
- Rights of Surety
- Discharge of Surety
- Review Questions
Chapter 13 Nature of a Company
- Company - Meaning
- Company - Definition
- Characteristics of a Company
- Is Company a Citizen?
- Lifting of Corporate Veil
- Illegal Association
- Kinds of Company
- Body Corporate
- Special Privileges and Exemptions to a Private Company
- Distinction between a Private Company and a Public Company
- Distinction between Partnership and a Company
- Advantages of Association Not for Profit Companies
- Limited Liability Partnership (LLP)
- Distinction between a Company and Limited Liability Partnership
- One Person Company
- Privileges Granted to One Person Company
- Small Company
- Privileges of a Small Company
- Investment Companies
- Producer Companies
- Dormant Companies
- Public Financial Institution
- Review Questions
Chapter 14 Formation of a Company
- Introduction
- Who is a Promoter?
- Legal Position of a Promoter
- Duties of Promoters
- Remuneration of Promoters
- Liabilities of Promoters
- Pre-Incorporation Contracts
- Pre-Registration Requirements
- Registration / Incorporation of a Company
- Statutory Declaration in Form No. INC 8
- Certificate of Incorporation
- Allotment of Corporate Identity Number
- Certificate of Commencement of Business
- Distinction between Certificate of Incorporation and Certificate of Commencement of Business
- Documents to be Filed with Registrar of Companies at the Time of Incorporation of a Company
- Procedure for Conversion of Private Company into Public Company
- Procedure for Conversion of Public Company into a Private Company
- Review Questions
Chapter 15 Memorandum and Articles of Association
- Memorandum of Association - Meaning
- Memorandum of Association - Definition
- Purpose of Memorandum of Association
- Contents of Memorandum of Association
- Alteration of Memorandum of Association
- Doctrine of Ultra Vires
- Articles of Association - Meaning
- Articles of Association - Definition
- Importance of Articles of Association
- Distinction between Memorandum of Association and Articles of Association
- Registration of Articles
- Form and Signature of Articles
- Contents of Articles of Association
- Alteration of Articles of Association
- Doctrine of Constructive Notice
- Doctrine of Indoor Management
- Exceptions to the Doctrine of Indoor Management
- Legal Effect of Memorandum and Articles of Association
- Review Questions
Chapter 16 Prospectus
- Prospectus - Meaning
- Prospectus - Definition
- Is it Compulsory for Every Public Company to Issue Prospectus?
- Public Offer
- Private Placement
- Red Herring Prospectus
- Shelf Prospectus – Section 31
- Abridged Prospectus
- Deemed Prospectus / Prospectus by Implication
- Contents of Prospectus
- Registration of Prospectus
- Circumstances under which Registration of Prospectus must be Refused
- Mis-Statement in Prospectus
- Remedies for Mis-Statement in Prospectus
- Defences Available to Avoid Civil and Criminal Liability
- Criminal Liability for Mis-Statement in Prospectus
- Review Questions
Chapter 17 Shares and Share Capital
- Share - Meaning
- Share - Definition
- Kinds of Share Capital
- Equity Shares - Meaning
- Preference Shares - Meaning
- Types of Preference Shares
- Distinction between Equity Shares and Preference Shares
- Issue of Sweat Equity Shares
- Conditions for Issue of Sweat Equity Shares
- Inclusion about the Details of Sweat Equity Shares in Board’s Reports
- Stock
- Distinction between Shares and Stock
- Raising of Capital by Issue of Shares
- Formalities to be Complied while Issuing Public Issue of Shares
- Sebi Guidelines for Public Issue of Shares
- Issue of Securities at a Premium
- Issue of Shares at a Discount
- Share Certificate
- Share Warrant
- Distinction between Share Certificate and Share Warrant
- Rights Shares
- Guidelines for Issuing Rights Shares
- Issue of Shares to Persons Other than Existing Shareholders
- Procedure for Issue of Rights Shares
- Bonus Shares
- Guidelines for Bonus Issue
- Procedure for Issue of Bonus Shares
- Distinction between Rights Shares and Bonus Shares
- Forfeiture of Shares
- Surrender of Shares
- Transfer of Shares
- Transfer of Shares in Depository Mode
- Benefits of Depository System
- Dematerialization of Shares
- Procedure for Dematerialization of Shares
- Re-Materilization of Shares
- Procedure for Re-Materialization of Shares
- Refusal By the Board to Register Transfer of Shares
- Transmission of Shares
- Distinction between Transfer of Shares and Transmission of Shares
- Blank Transfer
- Forged Transfer
- Certification of Transfer
- Share Capital - Meaning
- Different Kinds of Share Capital
- Alteration of Share Capital
- Reduction of Share Capital
- Notice by Tribunal [Section 66(2)]
- Reduction of Capital without the Sanction of the Tribunal
- Diminution of Share Capital
- Reduction of Capital Vs Diminution of Capital
- Lien on Shares
- Lien Vs Forfeiture
- Alteration of Share Capital Vs Reduction of Share Capital
- Review Questions
Chapter 18 Company Management
- Introduction
- Key Managerial Personnel
- Who may be Appointed as a Director?
- Director Identification Number
- Ceiling Limit on Directorship
- Qualifications of Directors
- Disqualifications of Directors
- Legal Position of Directors
- Appointment of Directors
- Vacation of Office of Directors
- Removal of Directors
- Retirement of Directors by Rotation
- Resignation of Directors
- Powers of Directors
- Duties of Directors
- Liabilities of Directors
- Liability to Third Party
- Remuneration to Directors
- Appointment of Key Managerial Personnel
- Managing Director - Definition
- Appointment of Managing Director
- Disqualifications of Managing Director
- Meaning of Manager
- Disqualification of Manager
- Remuneration of Manager
- Distinction between Managing Director and Manager
- Register of Key Managerial Personnel
- Register of Contracts in which Directors are Interested
- Review Questions
Chapter 19 Company Meetings
- What is a Meeting?
- Kinds of Meeting
- Annual General Meeting
- Time Limit for Convening the First Annual General Meeting
- Time Limit for Conducting Subsequent Annual General Meetings
- Extension of Time
- Notice of the Annual General Meeting
- Purpose of Holding Annual General Meeting
- Business Transacted at Annual General Meeting
- Default in Holding Annual General Meeting
- Extraordinary General Meetings
- Who may Call Extraordinary General Meetings?
- Class Meetings
- Meetings of Creditors and Debenture Holders
- Meetings of the Board of Directors
- Notice of the Board Meeting
- Time and Place of Board Meetings
- Agenda
- Minutes of the Board Meeting
- Quorum for Board Meetings
- Requisites of a Valid Meeting
- Quorum for General Meetings
- Can One Member Constitute a Quorum?
- Proxy
- Form of Proxy
- Voting and Demand for Poll
- Chairman
- Powers of Chairman
- Duties of Chairman
- Motion
- Resolutions
- Ordinary Resolution
- Matters Requiring Ordinary Resolution
- Special Resolution
- Matters Requiring Special Resolution
- Resolutions Requiring Special Notice
- Circulation of Members Resolution
- Minutes of General Meeting
- Registration of Resolutions and Agreements
- Adjournment of Meeting
- Postponement of Meeting
- Distinction between Adjournment and Postponement
- Review Questions
Chapter 20 Dividends
- Dividend – Meaning
- Kinds of Dividend
- Divisible Profits
- Transfer of Profits to Reserves
- Can All Companies Declare Dividend?
- Sources Out of which Dividends may be Paid
- Can Dividends be Paid Out of Capital?
- Payment of Dividends Out of Capital Profits
- Dividend on Preference Shares
- Dividend on Equity Shares
- Interim Dividend
- Distinction between Interim Dividend and Final Dividend
- Rules Regarding Payment of Dividend
- Time Limit for Payment of Dividend [Section 123 (4)]
- Dividend Warrants
- Unclaimed and Unpaid Dividends [Section 124]
- Investor Education and Protection Fund [Section 125]
- Utilization of Investor Education Protection Fund
- Review Questions
Index

Dr. V. Balachandran is currently Dean, School of Business Studies and Professor and Head, Department of Management Studies, Central University of Kerala. He has also served as Senior Professor and Head, and Dean, Faculty of Management, Alagappa University, Karaikudi. He is a Fellow Member of the Institute of Company Secretaries of India. He has over 36 years of PG level teaching experience and is a well-renowned researcher and Research Supervisor.

Dr. S. Thothadri is Assistant Professor, PG & Research Department of Commerce, The New Collge (Autonomous), Chennai. He has over 22 years of teaching experience and is a prolific author of books on Business Law, Legal Aspects of Business, etc.

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