Chapter 1 The Indian Contract Act, 1872 Chapter 2 The Negotiable Instruments Act, 1881 Chapter 3 The Payment of Bonus Act, 1965 Chapter 4 The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Chapter 5 The Payment of Gratuity Act, 1972 CHAPTER – 6: THE COMPANIES ACT, 2013 What is a Company? Lifting of the “corporate veil” Classes of companies under the Act Conversion of public company into a private company When companies must be registered ? Mode of registration/Incorporation of company Memorandum of Association Alteration of t he Memorandum Articles of Association Alteration of Articles Doctrine of Indoor Management Conversion of c Service of document s Companies already registered Preliminary or Pre-Incorporation Contracts Promot ers UNIT 2 Prospectus Introduction Prospectus–Meaning and Role Issue of securities by the company Powers of SEBI Document containing offer of securities for sale to be deemed prospectus Matters to be stated in the Pros pectus Variation in terms of contract or objects in prospectus Offer of sale of shares by certain members of company Public offers of securities to be in dematerialised form Advertisement of Prospectus Shelf Prospectus Red herring prospectus Issue of application forms for securities Liability for mis-statement in Prospectus Punishment for fraudently inducing persons to in vest money Action by affected persons Punishment for personation for acquisition, etc, of securities Allotment of securities by company Securities to be dealt with in stock exchanges Global depository Reciepts Offer of invitation for subscription of securities on private placement Acceptance of Deposit s by Companies Application of premiums received on issue of shares Restrictions on purchase by company or giving Whether a Company can ‘ buy-back’ its own Securities ? Membership Contracts UNIT 3 Shares and Share Capital 6 79 – 6116 Concept of capital Shares Variation of shareholders rights Voting rights of a member Further issue of Capital (Right Shares ie Right of Pre-emption or Pre- emptive Right) Conversion of shares into stock Alteration of share capital Reduction of the s hare capital Reduction vs diminution Issue of shares at a discount Issue of sweat equity Issue of securities at a premium Share certificate Calls on shares Transfer of securities Nomination facility in respect of sh ares Refusal to register transfer and appeal against refusal (Section 111 ) Rectification of register of members on transfer of securities Blank transfers Forged transfers Transmission of shares Forfeiture and surrender of shares Issue of bonus shares Debentures Registration of a charge UNIT 4 Meetings Introduction Maintenance of registers and returns Annual General Meeting Calling of Extraordinary General Meeting Powers of Company Law Board / Tribunal Class Meetings Procedure for Convening and conduct of General Meetings Notice of Meeting Special and Ordinary Business Quorum Voting and the right to demand apo Proxies Resolution Postal Ballot Minutes Maintenance and inspection of documents in electronic form Report on annual general meeting Applicability of this Chapter to One Person Company Meeting of Debenture holders Company Law in a Computerised Environment PART II: ETHICS CHAPTER 7: PRINCIPLES OF BUSINESS ETHICS Introduction Ethics & Morals Nature of Ethics Need for Business Ethics Ethical Di lemmas Benefits of Business Ethics CHAPTER 8: CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY Introduction Stakeholders Corporate Governance-Developments Ab road Corporate Governance Measures Benefits of Good Corporate Governance Corporate Social Responsibility Need for CSR Key Developments CSR Mechanisms External Standards & Other Developments Benefits of Corporate Social Responsibility CHAPTER 9: WORKPLACE ETHICS Introduction Factors Influencing Ethical Behaviour at Work Ethical Issues Discrimination Harassment Importance of Ethical Behaviour at the Workplace Guidelines for Managing Ethics in the Work place CHAPTER 10: ENVIRONMENT & ETHICS Introduction Sustainable Development Pollution and Resource Depletion Ecological Ethics Conservation of Natural Resources Developments in India Eco-Friendly Business Practices CHAPTER 11: ETHICS IN MARKETING AND CONSUMER PROTECTION Ethics and Marketing Ethical Guidelines Behaving ethically in marketing Healthy competition and protecting Consumer’s interest Consumer Protection Councils in India CHAPTER 12: ETHICS IN ACCOUNTING AND FINANCE Introduction Ethics and Ethical Dilemma Potential Conflicts Creating an Ethical Environment Reasons for Unethical Behaviour Fundamental principles Relating to Ethics Threats Examples of circumstances creating above mentioned threat s Safeguards Ethical conflict resolution PART III: COMMUNICATION CHAPTER 13: ESSENTIALS OF COMMUNICATION Introduction The Process of Communication Formal Communication Informal Communication Grapevine Chains Interdepartmental Communication Communication Media Non-Verbal Communication Benefits of Effective Communication Barriers to Effective Communication Written Communication Parts of a Business Letter Layouts of Letters Planning Business Messages Checklist for Composing Business Mess ages CHAPTER 14 : INTERPERSONAL COMMUNICATION SKILLS Functions Introduction of Interpersonal Communication Active Listening & Critical Thin king Emotional Intelligence Competencies Associated With Emotional Intelligence Principles of Interpersonal Communication CHAPTER 15 : GROUP DYNAMICS What is a Group? Characteristic s of Groups Group Dynamics Types of Groups in Organisations Team Roles Handling Group Conflict s Consensus Building Negotiation and Bargaining Basic Rules of Negotiation The Negotiation Process: Influencing and Persuasion Skills CHAPTER 16 : COMMUNICATION ETHICS Significance of Ethical Communication Factors Influencing Ethical Communication Organization Values and Communication Ethics Ethical Dilemmas in Communication Guidelines to handle Communication Ethics Dilemma NCA’s Credo for Ethical Communication The Advantage of Ethical Communication  CHAPTER 17 : COMMUNICATING CORPORATE CULTURE, CHANGE AND INNOVATIVE SPIR ITS What is Corporate Culture? Elements of culture Change Resistance to Change Communication and Change Spurring the Innovative Spirits Building Innovation Enabled Organization CHAPTER 18: COMMUNICATION IN BUSINESS ENVIRONMENT Specimen of Notice Specimen of Minutes of Annual General Meeting Specimen of Chairman’s Speech Press Re leases Corporate Announcements by Stock Exchanges CHAPTER 19: BASIC UNDERSTANDING OF LEGAL DEEDS AND DOCUMENTS Partnership Deed Power of Attorney Lease Deed Affidavit Indemnity Bond Gift Deed Company – Memorandum and Articles of Association Annual Report of a Company