Corporate and Securities Law SYBBI Semester IV Manan Prakashan

Corporate and Securities Law
SYBBI
Semester IV  Manan Prakashan
Syllabus1. Company Law – An Overview (15 Lectures)
(A) Development of Company Law in India
(B) 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
(C) 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 (15 Lectures)
l Definition of Securities, Spot Delivery Contract, Ready Delivery Contract, Stock Exchange.
l Corporatisation and Demutualisation of Stock Exchange – Meaning, Procedure and Withdrawal
l Power of Recognised Stock Exchange to make Rules Restricting Voting Rights etc.
l Power of Central Government to Direct Rules or Make Rules
l Power of SEBI to Make or Amend Bye Laws of Recognised Stock Exchange
l Books and Accounts to be maintained by Recognized Stock Exchange
l Grounds on which Stock Exchange can Delist the Securities of a Company
l Section 3 to Section 20
3. Security Exchange Board of India (15 Lectures)
(A) SEBI: Objectives – Terms – Establishment – Powers – Functions – Accounts and Audit – Penalties – Registration
(B) 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 (15 Lectures)
l Depository: Meaning , Benefits , Models, Functions Participants
l The Depository Act 1996: Objectives, Eligibility Condition for Depository Services, Fungibility, Bye Laws of Depository, Governance of Depository and Internal Audit of Depository Participants
l BSDA and Single Registration for Depository Participants

Note: Relevant Law / Statute / Rules in force in force on 1st April immediately preceding commencement of Academic Year is applicable for ensuing examination after relevant year.