Course Plan - Company Law II - B.com., LL.B. (Hons.) Taxation - Shruti Reddy
Course Plan - Company Law II - B.com., LL.B. (Hons.) Taxation - Shruti Reddy
Course Plan - Company Law II - B.com., LL.B. (Hons.) Taxation - Shruti Reddy
F01 (C)
Issue No.04 Rev. No. 5 Dated: July 27, 2017
UNIVERSITY OF PETROLEUM & ENERGY STUDIES
School of Law
Dehradun
COMMON COURSE PLAN
Programme & Semester: B. Com., LL.B. (Hons.) Taxation Law (Semester VI)
Subject: Company Law II
Session: January to May 2018
Batch: 2015-2020
Subject Code: LLBL422
No. of credits: 04
Prepared by: Shruti Reddy
Email: [email protected]
Approved By
_______________________ _______________________
Associate Head Director
1
COURSE PLAN
Subject: Company Law II
A. OBJECTIVES
1. To facilitate the students to acquire knowledge of varied aspects of Company Law- raising
capital through borrowing (including inter corporate loans and investment) and
debentures, oppression and mismanagement, varied ways of foreign collaborations,
corporate criminal liability and winding up of a company;
2. To appreciate the issues, challenges and regulation of companies with the development
of students' skills in legal reasoning, analysis and presentation through thorough research
and by relying on study of statutes, case law and regulatory practice relating to Company
Law;
3. To prepare the students with strong conceptual and comparative analytical skills;
4. To enable the students to apply the knowledge in legal practice.
B. LEARNING OUTCOMES
1. Understand varied methods of raising capital, other than shares, like borrowing and
debentures;
2. Analyse the possible exploitation of members and eventual repercussion on a company,
in meetings, through provisions governing oppression and mismanagement, apart from
means of curbing the same;
3. Appreciate the process of winding up of a company and its dissolution, bringing an end to
the corporate personality of a company;
4. Appreciate the various options of foreign collaboration and their execution within the
ambit of corporate law realm;
5. Analyse the grounds of fixing the corporate criminal liability on companies and body
corporates by comparing the jurisprudence that has developed in India and other foreign
countries;
6. Research, analyse, rationalize and present effectively;
7. Apply the legal principles and procedures in practice.
ability.
ISLOs
system.
Specific
Program
comparative
foundational
Students will
Students will
demonstrate
exhibit effective
understanding of
analysis and legal
regulation in India.
and critical-thinking
analysis, rationalization
Course’s
Learning
understanding of Indian
C. COURSE OUTLINE
Types- By court- Reasons- Grounds- Who can apply- Procedure- Powers of liquidator- Powers
of court- Consequences of winding up order- Voluntary winding up by members and creditors-
Winding up subject to supervision of courts- Liability of past members- Payment of liabilities-
Preferential payment- Unclaimed dividends- Winding up of unregistered company
D. PEDAGOGY
Interactive approach would be followed during the study. Students are supposed to come
prepared for the topics (for discussion in the class/ case studies/ Presentations/ Viva-voce),
Any student can be randomly asked to give a brief of the lecture in the class.
Regular presentations will be given to the students to introduce the topic. They will work in
small groups for Group Projects and personalized teaching.
One project, one assignment and two class test will be given for internal assessment keeping
in mind the participation of students in class.
Case-Law Analysis
Case Study
Chalk and talk
Lecture/Discussions
Presentations (Paper/Group Project)
Random Questioning
Reflections
Viva Voce
Internal Assessment: Marks 100 (shall be done based on the following 5 components):
Continuous Assessment: (Marks 100 - converted to 30 ) shall be done based on the following
5 components:
S. no. Particulars Weightage
A Two surprise tests 20 Marks (02 X10 Marks)
B Assignment 20 Marks
C Group Project work 20 Marks (abstract, synopsis, final draft and
presentation)
D Subject grand viva 20 Marks
E Attendance 20 Marks
Mid- Sem examination shall be of two hour duration and shall be a combination of objective
questions, short theory questions and problem based questions.
End-Sem examination shall be of three hours duration. The examination paper shall have
objective questions, short theory questions and problem based questions.
Student has to secure minimum 40% marks of the “highest marks in the class scored by a
student in that subject (in that class/group class)” individually in both the ‘End-Semester
examination’ and ‘Total Marks’ in order to pass in that paper.
Attendance
Students are required to have minimum attendance of 75% in each subject. Students with
less than said percentage shall NOT be allowed to appear in the end semester examination.
The student obtaining 100% attendance would be given 5% bonus marks for internal
assessment.
Cell Phones and other Electronic Communication Devices: Cell phones and other electronic
communication devices are not permitted in classes during Tests or the Mid/End examination.
Such devices MUST be turned off in the class room.
E-Mail and Blackboard: Each student in the class should have their respective upes student e-
mail id and a pass word to access the Blackboard system regularly. Regularly, important
information – date of conducting class tests, guest lectures, syndicate sessions etc. to the class
will be transmitted via e-mail/Blackboard. The best way to arrange meetings with the faculty
or clarifying specific questions is by email and prior appointment. All the assignments should
be uploaded on Blackboard. Various research papers/reference material will be
mailed/uploaded on Blackboard time to time.
1. Types 1. Inder Surgical v. City Clinic (P.) Ltd., 2014 SCC OnLine
2. By court- reasons- P&H 21002.
grounds- who can apply- 2. Etisalat Mauritius Ltd. v. Etisalat DB Telecom (P.) Ltd.,
procedure- powers of 2015 SCC OnLine Bom 3613.
liquidator- powers of 3. Bharati Ltd. v. Registrar of Companies, [1969] Comp. LJ.
court- consequences of 290.
winding up order 4. Re Yenidje Tobacco Co. Ltd., [1916] Ch. 426.
3. Voluntary winding up by 5. Re Shah Steamship Navigation Co., [1901] 10 Bom. L. R.
members and creditors- 107.
winding up subject to 6. Vijay Industries v. NATL Technologies Ltd (2009) 3 SCC
supervision of court- 527
liability of past Articles:
members- payment of
Abhishek Saxena and Akshay Sachthey, The Insolvency
liabilities- preferential
and Bankruptcy Code, 2016 - A Fresh Start for India's
payment- unclaimed
dividends- winding up of Insolvency Regime, 10 Insolvency & Restructuring Int'l 22
unregistered companies (2016).
Insolvency and
Bankruptcy Code, 2016 Jasper Vikas George, The Insolvency & Bankruptcy Code,
2016 and Its Teething Problems, 4 J. Nat'l L. U. Delhi 128
(2017).
H: 1 TEXTBOOKS:
1. AVTAR SINGH, COMPANY LAW (16th ed. Eastern Book Company 2015) (2016).
2. G K KAPOOR & SANJAY DHAMIJA, COMPANY LAW AND PRACTICE (21st ed. Taxmann
Publications (P.) Ltd. 2016).
3. ICSI STUDY MATERIAL- Executive (2017).
4. SETH DUA & ASSOCIATES, JOINT VENTURES AND MERGERS AND ACQUISITIONS IN
INDIA (1st ed. LexisNexis 2006).
H: 2 REFERENCE BOOKS
1. A M CHAKRABORTI, COMPANY NOTICE MEETINGS AND RESOLUTIONS (5th ed.
Taxmann Publications (P.) Ltd. 2009).
2. A RAMAIYA, GUIDE TO THE COMPANIES ACT (Arvind P Datar & S Balasubramanian
eds., 18th ed. LexisNexis 2014).
3. C R DATTA, THE COMPANY LAW (7th ed. LexisNexis 2017).
4. GOWER & DAVIES, PRINCIPLES OF MODERN COMPANY LAW (Paul L Davies & Sarah
Worthington eds., 9th ed. Sweet & Maxwell 2012).
5. K R CHANDRATRE, COMPANY MEETINGS: LAW, PRACTICE AND PROCEDURE (3rd ed.
LexisNexis 2015).
6. K S ANANTHARAMAN, LECTURES ON COMPANY LAW AND COMPETITION ACT (10th
ed. LexisNexis 2010).
7. STEPHEN GIRVIN, SANDRA FRISBY AND ALASTAIR HUDSON (eds.), CHARLESWORTH’S
COMPANY LAW (18th ed. Sweet & Maxwell 2011).
Journals/Business Magazines:
AIR
Business today
Business world
Company Law Journal
Corporate Law Advisor
Economic Challenger
Economic and Political Weekly
Foreign Trade Review
Frontline
Harvard Business Review
IIMB Management Review
Indian Bar Review
Indian Journal of Research in Capital Market
India Quarterly
India Today
Journal of the Indian Law Institute
Lawyers update
Lex Witness
Outlook
SEBI and Corporate Laws
Supreme Court Cases
The Practical Lawyer
Yale Law Journal
H: 3 WEB SOURCES:
Database:
AIR
Ebscohost
Economic Outlook
Harvard Business Review
HeinOnline
Jstor
LexisNexis
Manupatra
SCCOnline
Taxman
Westlaw
Instructions
a) Students are expected to read the concerned session’s contents in advance before coming
to the class.
b) The session will be made interactive through active participation from students. The entire
session will be conducted through question-answer, reflections, discussion, current
practices, examples, problem solving activities and presentations etc.
c) All schedules/announcements must be strictly adhered to.
d) The complete syllabus would be covered for Viva-voce and one must be thoroughly
prepared to appear for the viva and strictly appear on given time, otherwise, he/she will
lose the marks.
e) Late entry in the class will not be allowed.
-----------------------------------------------------------------------------------------------------------------
Annexure-I
Shruti Reddy
NAME: _______________________
ROLL NO : -------------------------------------
Section A (05×02= 10 marks)
1. Who is a “contributory”?
2. What do you understand by winding up of a company? What are the various modes of winding up?
3. What is the meaning of the term “investment”?
4. What are the remedies for ultra vires borrowings?
5. Write a note on the resolutions that may be passed in the case of voluntary winding up.
2. To answer your assignment questions you need to access multiple information sources like
a. Your own prior experience.
b. Regular reading of Books, Law Journals, Magazines and News papers
c. Reference Books
d. Browsing the internet for latest updates.
3. Please remember that due to the dynamic and rapidly changing global legal environment and
the continuously realigning geopolitical situation, your answers should capture and depict the
current contemporary information.
4. As a student of Law, we encourage you to have a contrary point of view. But, do ensure that
you can provide a logical justification to this view supported by verifiable facts, figures,
statutes and decided cases by various courts.
10 Demerger
17 Hostile takeovers
27 Prevention of Mismanagement
28 Prevention of Oppression
30 Reverse Merger
31 Inter-corporate loans and investments
32 Ultra-vires borrowings
33 Modes of winding up
2. Submission of synopsis
Synopsis should contain the following:
a. Statement of the Problem
b. Survey of the existing literature
c. Identification of the issues
d. Objective and scope of the research
e. Research Methodology adopted
f. Probable outcome
g. Chapterisation
6. A certificate to the effect that the project work carried out by the student independently or in
collaboration with other student(s) endorsed by the student shall form the part of the
submission for evaluation.
8. All projects submitted by the students will go through the process of plagiarism check through
the anti-plagiarism software. The report produced by the software will necessarily be as per
the standards prescribed by the university. If the report is below standards the supervisor will
reject the project and award zero marks.
Annexure III
CONTINOUS ASSESSMENT SHEET (___________)
Programme
Name Semester
Faculty Name
Subject
Subject Code
Quiz/Class Assignment Project Subject Total
Test/ Snap Work/Case Grand Viva Attendance 100
Test Analysis/Co Mark
urt Room s
Exercise
Nam
Enrl. No. 20% 20% 20% 20%
e
weightage weightage weightage weightage 20%
weig
htag
e
I II Report /
10 10 Viva /PPT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
Annexure IV
Date of 12th Feb 19th Feb 26th 10th April Will be Will be 27th
submission March notified notified March-
27th April