Meaning of Company, essential characteristics, Formation of Company form of Organizations Prospectus – contents – statement in lieu of prospectus. Allotment of securities Public offer – Private Placement. Shares and Debentures Meaning – Types – share certificate – its objects and effects – transfer of shares. Further issue of shares - alteration of share capital Acceptance of deposits by companies – Red herring prospectus

Management and Administration – Register of members. Declaration in respect of beneficial interest in any Annual return – Annual general meeting Notice. Resolution, Minutes – Inspection of documents – Reports Applicability of law to one person company Declaration and payment of Dividend

Accounts of Companies – Audits and Auditors Director – Qualification and Disqualification – Appointment – Removal –Remuneration – Powers, Duties and Liabilities. Meetings – kinds- procedure – voting. Prevention of Oppression and Mismanagement Winding up – Meaning - Modes of Winding Up - Winding up proceedings- Appointment of liquidator, powers and duties of official liquidator

Corporate Governance- Concept of Corporate Governance , Issues in Corporate Governance, Nature and Evaluation of corporate Governance – Global and National Prospective Business Ethics and Corporate Governance,Why Governance?- Obligations towards various stakeholders Business Standards and Values – Anticipating & Avoiding unethical Consequences Selecting Ethical Goals Value Orientation of the Firm. Administering & Reporting of Corporate Governance in India SEBI Regulations – Model; report on Corporate Governance in India

Corporate Governance – Global Scenario: Corporate governance – Global Practices Cadbury Report, OECD Committee Recommendations & SEBI Committee Recommendations Corporate governance Role & responsibilities of Directors and Shareholders Dilemmas facing directors – Defining Good Corporate Conduct Increasing Expectation from Directors