B.A., LL.B & B.B.A., LL.

B, July 2017-22 Batch

Course Outline

Subject Name Company Law

Subject Credit 4

Subject Code CLAW 216

The emphasis in this course is on the fundamental principles of law relating to basic
characteristics and features of a company including its procedures of functioning
covering topics right from the pre-incorporation to the establishment and
management of a company. Under corporate legislation and latest amendments in
Summary/ the context.
Overview
The Companies Act 2013 makes comprehensive provisions to govern all listed
and unlisted companies in the country. The Companies Act 2013 implemented
many new sections and repealed the relevant corresponding sections of the
Companies Act 1956.
 To help the students to understand the basic concepts of formation and
procedures of company as a form of business and also to give them a clear
idea about the corporate sector, capital and securities markets
 To acquire knowledge and develop understanding of the regulatory
framework of companies
Aims  To facilitate an appreciation of the legal nature of the relationships between a
company and its management on the one hand and the various groups with an
interest in the affairs of the company (or 'stakeholders') on the other, these
stakeholders including the company's shareholders, creditors and employees.
 To make it aware about changing notions, practices, procedures, strategies of
regulations, in privatisation and globalised world
Dr. Rashmi K.S
Office:42 ,Technical Block
Instructor
Phone: 0091-80-46199177
E.mail: [email protected]
Office Hours 00:00-00:00 Hrs.
Core Learning Outcomes
Learning Outcomes Assessment Criteria
Sl.
On completion of this course you should be able To achieve the learning outcome you
No.
to: must demonstrate the ability to:

1
 Clearly analyse the technical procedures of Deliver presentations, seminars, posters,
1 formation, registration and winding up of a projects, mock meetings, case comments
company. and through them.
Familiarise with the current policy trends and
Grasp the essential concepts of the law
developments in Company Law and the likely
including judgments that may have
impact of these trends and developments on the
2 evolved new legal principles and
major topics in Company Law.
implications of the provisions of the old
Able to compare and contrast the Companies Act
and new Companies Acts
of 1956 and 2013, various amendments and rules
Capable to gather information from the sources
Finally able to analyse statutes, case law
available,
3 and regulatory practice relating to
Understand primary and secondary sources of
Company Law.
company law, with minimal staff guidance.
Identify sources for research and further develop a
4 strategy for research using standard and electronic
research tools
Critically analyse, interpret, evaluate and
5
synthesise information from a variety of sources

The course is offered for Four credits (4) which comprises 48 teaching session as per
the norms of the Bar Council of India. Each session is consists of One Hour and
Fifteen Minutes. The Class will meet regularly as per the prescribed schedule fixed
by the ASOL Dean’s office. The method of teaching will be based on Socratic
methods, which further consist of formal lectures, case study analysis, audio visual
presentations and group discussions. Core reading materials will be provided by the
Approach to teacher. Students are expected to complete readings assigned on the specific topic
Learning and on time. You are expected to take notes on readings, and contribute to the class
discussions Students are expected to read the essential reading before to attend the
class. Credits are allocated to your class presentation and discussion. To facilitate
the discussion, the concerned instructor or lecturer initiate the discussion and
students will have to participate and contribute to the discussion, before end of the
each session the instructor will give summary of topic and answer the questions
raised by the students during their discussion.
Assessment of this course divided between written examination and research project.
 Written Examination: Written examination component further divided into two
parts which consist of Mid Semester Examination (MSE) which will be held
during the semester and Semester End Examination (SEE). MSE of 45 marks for
2 hours, the weightage of 15 percent of the total grade will be taken into
Assessment
consideration. The students will receive the notification of the examination from
Strategy
the ASOL Dean’s office. The Semester End Examination (SEE) which consists
of 100 marks and the duration of 3 hours to answer the questions, out of which
50 percent weightage will be taken into consideration. The instructor will
provide tips and technics to write thematic and problem based answers during the
class.

2
  Class Test: Class test consists of 5 Marks of the total marks, which generally
conducted during 4th or 5th week of teaching. Exact dates will be informed by the
teacher. Modalities of the class test can be discussed and agreed with the class.
 Classroom Attendance (CA): Classroom attendance and participation
comprises of 5 Marks based on your attendance and your participation in the
classes marks will be awarded
 Written Project: During the second week of the teaching the teacher will assign
a title of the research project in consultation with specific student. Each student
in the class is required to submit the full research paper of not less than 4000
words (which carries 15 percent of the total grade). Specific date lines have
been provided in the academic, requested to find the specific dates for your
submission. Each student is expected to submit their research project work on or
before the mentioned deadline in the academic calendar. Penalties will be
imposed to the late submission. If any student is interested to work on their own
topic chosen by them, they are encouraged to do so, however, they have to get
prior approval from the class teacher. Once the class teacher approves the project
then the work can be carried out on regular basis. The project should be structured
around the given topic incorporating therein the importance of the topic, brief
introduction, identifying the research problem, reviewing the existing legal
system, need to write object of the research study and the scope along with
methodology. Further you are required to provide with the analytical review of
the existing literature on the given topic and the specific questions to be
addressed. The class teacher will provide you with a template; students will have
to follow the template strictly. Non-compliance of the template will attract the
penalties. The project should be typed in Times New Roman 12 font size with 2
point line spacing. The paragraphs should also be justified with normal margin.
Students are required to follow the OSCOLA format for the standard citation.
Project work must be free from plagiarism, you are required to provide with
proper citations in the footnote, and at the end of your project of work you
are required to give full list of select bibliography. If the work found to be a
plagiarized work then it will treated as a serious academic misconduct.
Serious actions will be taken against the student.
 Presentation and Viva: The Presentation and/or Viva-voce comprises of 10
percent of the total grade where the students are required to give
oral/presentation in the class before the panel of teachers on the project which
you have submitted and questions will be posed by the panel of teachers based
upon the presentation.
Assessment Description of Assessment Weight Duration and Marks of
No.
Method Method % Examination
2 hours and 45 Marks in
1 MSE Written Examination 15
which 15 percent weightage
2 AT Class Attendance 5 Throughout the Course
Case Studies/Project Report/
3 CS/PR/CP 30 Throughout the Course
Class Presentation and viva

3
 3 hours and 100 marks from
4 Semester End
Written Examination 50 which 50 percent weightage
Examination
will taken
Unit
OUTLINE OF THE TEACHING SCHEDULE
Number
1: Preliminaries
(4Teaching Sessions)
1.1. Corporate personality – Concept
Unit-1. 1.2. Nature and Features of a Corporate Body
1.3 Lifting of Corporate Veil
1.4. Classification of company
2. Pre-incorporation, Incorporation and Commencement of Business
2.1 Promoters - Promotion of company (15Teaching Sessions)
2.1. 1. Promoters: Position,
Duties and Liabilities
2.1.2 Pre-incorporation contracts
2.2. Memorandum of Association
2.2.1. Doctrine of Ultra Vires
2.2.2. Articles of Associations
2.2.3. Doctrine of Indoor Management
2.2.4. Doctrine of Constructive Notice
2.3. Incorporation and its consequences on Corporate Transactions
2.3.1. Certificate of Incorporation
Unit-2. .3.2. Certificate of Commencement
2.4. Prospectus –
2.4.1. Meaning, Issue and Contents.
2.4.2. Kinds of Prospectus –,
Statement in lieu of Prospectus; Deemed Prospectus.
2.4.3. Liability of misstatements in Prospectus
2.5. Shares / Share Capital –
2.5.1. Meaning and Nature
2.5.2. Kinds of Shares
2.5.3. Allotment, Transfer, Forfeiture, Surrender of shares
2.5.4. Alteration & Reduction of share capital - Buyback of shares
2.6. Dividend – Meaning; Rules regarding Dividend.
3:Corporate Management, Corporate abuses and their remedies
(14Teaching Sessions)
3.1. Directors
3.1.1. Concept and Definition
3.1. 2. Kinds of Directors
3.1.3. Powers and Duties of Directors
Unit-3.
3.1.4. Qualification, Appointment, Removal, Resignation.
3.1.5. Vacancies
3.2 Meetings
3.2.1. Meaning
3.2.2. Kinds of Meeting

4
 3.2.3. Voting
3.3. Remedies for Abuses
3.3.1. Majority rule and Minority rights
3.3.2. Protection against Oppression and Mismanagement
3.3.3. Role of Central Government
4: Corporate Breakdown and the restructuring processes

4.1Meaning of Winding up (15Teaching Sessions)

4.2. Modes of Winding up
4.2.1Winding up by the Tribunal
Analysis of grounds of non-commencement of business, inability to pay debts, and on the
grounds of just and equitable clause
4.2.2Voluntary Winding up
Unit-4. i) By Members
ii) By Creditors
4.3. Contributories
4.4. Liquidators-Appointment, Powers and functions
4.5. Restructuring after breakdown
4.6. Mergers/Amalgamation
4.7. Acquisition
4.8. Takeover
TOTAL 48ACTIVE TEACHING SESSIONS
Recommended Resources
Relevant Websites
1. www.mca.gov.in
2. www.iica.in
3. Manupatra.in
4. Shodhganga.inflibnet.ac.in
5. Shodhgangotri.inflibnet.ac.in
6. www.icsi.edu

Compulsory Readings
1. Smith and Keenan‟s, Company Law (Longman 2002) latest edition
2. Andrew Lidbetter, Company Investigations Ad Public Law (Hart publishing-1999) latest edition
3. Saleem Sheikh & William Rees, Corporate Governance & Corporate Control (Tayler & Francis-
2002) latest edition
4. Suman Gupta: Shareholder‟s Democracy: Fact or Fiction. Latest edition
5. J.M. Thomson Palmer S Company Law (Sweet & Maxwell) latest edition.
6. Gower-Principles of Modern Company Law. (Sweet & Maxwell)
7. Datta -Company Directors. (Lexis Nexis)
8. Ramaiya Guide to Companies Act. (Lexis Nexis17th edition 2010) latest edition
9. Taxmann’s Company law (Universal edition 19th edition)
10. C.R.Datta , The company law (Lexis Nexis 2008) latest edition
11. M.C. Bhandari, Guide to company law procedures (Lexis Nexis 21st edition 2009) latest edition
12. Gower‟s Principles of Company Law (8th Edition 2008, R. Cambray & Co. Pvt. Ltd & Sweet &
Maxwell).

5
Suggested Readings
13. S. K. Verma & Suman Gupta, Corporate Governance and Corporate Law Reform In India. (Indian
Law Institute -2005). Latest edition
14. Indian Law Institute Current Problems of Corporate Law. (Indian Law Institute)
15. Acharya, Israni, Sethurama Chandratre Compendium on SEBI, Capital Issues and Listing (Bharat
Law House) latest edition
16. Paul L. Davies, Gower and Davies Principles of Modern Company Law (Sweet & Maxwell) Latest
edition
17. Companies Act, 1956.
18. Company Act, 2013
19. Avtar Singh, Company Law-2013, (Eastern Book Company, Lucknow.) latest edition
20. K.S. Anantharanman , Lectures on company law (lexis Nexis)12th edition

Journals
1. Corporate Law Journal (C. L. J.)
2. Company Cases (Com. C.)
3. Company News and Reports (Com. N.R.)
4. Competition Law in Practice (C.L.P.)
5. Competition Law International
6. Indian Competition Law Review (ICLR)
7. India Law Journal (ILJ)
8. Corporate Law Cases by A. I. R.

Relevant case laws

1. Salomon v. Salomon & Co., Ltd. (1897) A.C. 22 (H.L.) :(1895-95) All ER Rep. 33
2. State Trading Corporation v. CTO, AIR 1963 SC 811
3. TELCO v. State of Bihar, AIR 1965 SC 40
4. R.C. Cooper v. Union of India (1970) 3 SCR 530
5. Daimler Co., Ltd. v. Continental Tyre and Rubber Co. (Great Britain), Ltd., 1916 AC 307: (1916-
17) All ER Rep. 191
6. Lee v. Lee’s Air Farming, Ltd. (1960) 3 All E.R. 420
7. Inre Sir Dinshaw Maneckjee Petit, AIR 1927 Bom. 371
8. CIT v. Meenakshi Mills Ltd., AIR 1967 SC 819: (1967) 1 SCR 934
9. Workmen v. Associated Rubber Industries Ltd. (1985) 4 SCC 114: (1986) 59 Comp. Cas. 134
(SC) 65
10. Gilford Motor Co., Ltd. v. Horne (1933) 1 Ch. 935
11. Subhra Mukherjee v. Bharat Coking Coal Ltd. (2000) 3 SCC 312
12. Kapila Hingorani v. State of Bihar (2003) 6 SCC 1
13. Ashbury Railway Carriage and Iron Co. Ltd. v. Riche (1875) L.R.7 H.L. : (1874-80) All ER Rep.
2219 (HL)
14. Cotman v. Brougham, (1918-19) All ER Rep. 265 (HL)
15. In re (Jon) Beuforte (London) Ltd. (1953) Ch. 131
16. Bell Houses, Ltd. v. City Wall Properties, Ltd. (1966) 2 All E.R.674
17. Re Introductions, Ltd., Introductions, Ltd. v. National Provincial Bank Ltd. (1969) 1 All ER 88
18. Dr. A. Lakshmanaswami Mudaliar v. Life Insurance Corporation of India, AIR 1963 SC 1185
19. Royal British Bank v. Turquand (1856) 119 ER 886: (1843-60) All ER Rep. 435

6
20. Freeman & Lockyer (A Firm) v. Buckhurst Park Properties (Mangal) Ltd. (1964) 1 All ER 630
21. Kotla Venkataswamy v. Chinta Ramamurthy, AIR 1934 Mad. 579
22. Erlanger v. New Sombrero Phosphate Co. (1878) 3 AC 1218: (1874-80) All ER Rep. 271
23. Percival v. Wright (1902) 2 Ch. 421
24. Burland v. Earle (1902) AC 83: (1900-03) All ER Rep. 1452
25. City Equitable Fire Insurance Co., Re (1925) Ch. 407
26. Regal (Hastings) Ltd. v. Gulliver (1967) 2 A.C. 134 (HL)
27. Industrial Development Consultants Ltd. v. Cooley (1972) 1 WLR 443
28. Standard Chartered Bank v. Pakistan National Shipping Copn. (2003) 1 All ER 173 (HL)
29. Foss v. Harbottle (1843) 2 Hare 461: (1843) 67 ER
30. H.R. Harmer Ltd., Re (1958) 3 All E.R. 689
31. Scottish Co-operative Wholesale Society, Ltd. v. Meyer 1959 AC 324
32. Shanti Prasad Jain v. Kalinga Tubes Ltd., AIR 1965 SC 1535
33. Rajahmundry Electric Supply Corporation Ltd. v. A.Nageshwara Rao, AIR 1956 SC 213
34. Bharat Insurance Co. Ltd. v. Kanhaiya Lal, AIR 1935 Lah. 792
35. Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holdings Ltd., AIR 1981 SC
1298
36. M.S.D.C. Radharamanan v. M.S.D. Chandrasekara Raqja (2008) 6 SCC 750: AIR 2008 SC 1738
37. German Date Coffee Co., In Re (1882) 20 Ch. D. 169
38. Seth Mohan Lal v. Grain Chambers Ltd., AIR 1968 SC 772
39. Aluminum Corporation of India Ltd. v. M/s. Lakshmi Rattan Cotton Mills Co. Ltd., AIR 1970 All.
452
40. Yenidje Tobacco Co. Ltd., Re (1916) 2 Ch. D. 169

Important Articles
1. Nishant Sharma, Ruchita Dang, Analyzing Companies Act: A move towards better Governance. I
(OSR Journal of Business and Management (IOSR-JBM) e-ISSN: 2278-487X, p-ISSN: 2319-7668.
Volume 16, Issue 5. Ver. IV (May. 2014), PP 26-32 www.iosrjournals.org)
2.Professor Roman Tomasic, Company Law Modernisation and Corporate Governance In The Uk—
Some Recent Issues And Debates -
3. K. B. Rohatgi, Revised by Lisa P. Lukose - Company Law
4. Dr quiz Mohd. Usman- Corporate governances & its efficacy In present era-
5. John Dewby-, The Historic Background Of Corporate Legal Personality (Yale Law Journal Vol.
Xxxv April, 1926 No. 6)
6. Chauhan, Madhvender , “Corporate Personality & Piercing of the Corporate Veil”, (available at
http://jurisonline.in/?p=6237)
7. Wormser Maurice, “Piercing the Veil of Corporate Entity”, (12 COLUM. L. REV. 496) (1912)
8. Harvard John M. Olin Center for Law, Economics, And Business, The Essential Elements Of
Corporate Law: What Is Corporate Law?
(John Armour, Henry Hansmann, Reinier Kraakman Harvard Law School Cambridge, MA 02138)
9.Patrick C. Leyens , German Company Law: Recent Developments and Future Challenges