Course Title: COMPANY LAW

Course Code:

Credit Units: 4

Course Objective:

The aims of the course are to develop students knowledge

and understanding of the main concepts, principles, and rules of Company Law, bearing in mind

the contribution of Partnership Law. The course Gain a detailed understanding of the laws

governing companies in India and how those laws form the foundational structure not only of

corporate operations, but also for much of the modern economy.

To Obtain an understanding of how the law is involved in the formation, operation, and winding-

up of a company.

Prerequisites:

Student ought to have basic knowledge of business entities and knowledge regarding

Rights/Duties and concepts of juristic personalities.

Student Learning Outcomes:

The paper aims to make the students familiar and to provide insight into formation and

winding-up of companies , besides, corporate administration and towards that student is

expected to :

Have understood the importance of company law, rules and regulations in India and the

role company plays in regulating business activity and company affairs.

Be capable in their chosen professional, vocational or study areas and having developed

skill in entrepreneurship for contributing to innovation and development within their

business, workplace or community.

Module-I Introduction

L T P/

S

SW/

FW

TOTA

L

CREDI

T

UNITS

4 - - - 4

Course Contents/Syllabus:

Module I: Introduction

Definition

Characteristics,

Lifting of Corporate Veil ;

Types of Companies ;

Formation of a Company:

Promoters,

Pre-incorporation contracts

Module II Memorandum of Association, Articles of Association and Prospectus

Memorandum of Association

Articles of Association ;

Prospectus: Issues, contents, and Kinds

Liability for misstatements,

Shelf Prospectus

Red Herring Prospectus

Statement in lieu of prospectus

Module III Share Capital

Issue and allotment of shares,

Issue of shares at premium and at discount,

Share Certificate,

Forfeiture and surrender of Shares

Transfer & Transmission of shares;

Provisions relating to payment of dividend,

Investors Education and Protection Fund

Module IV Corporate Administration

Directors kinds, powers, duties and Position, Corporate Social Responsibility

Meetings, kinds and procedure ;

The balance of powers within companies, Majority control and minority protection, Prevention of oppression, and powers of court and Central Government.

Module V Winding Up

Kinds, consequences and reasons of winding up;

Role of the court

Liability of past members

Payment of liabilities

Reconstruction and amalgamation.

Pedagogy for Course Delivery:

The class will be taught using theory and case based method. In addition to assigning the case

studies.The instructor will cover the ways to think innovatively liberally using thinking

techniques.

Lab/ Practical details, if applicable: NA

List of Experiments: NA

11

Assessment/ Examination Scheme:

Theory L/T

(%)

Lab/Practical/Studio (%) End Term

Examination

30%

NA

70%

Theory Assessment (L&T):

Continuous Assessment/Internal Assessment End Term

Examination

Components

(Drop

down)

Mid-

Term

Exam

Project

Viva

Attendance

Weightage

(%)

10%

10%

5%

5%

70%

Text & References :

Avtar Singh : Indian Company Law Shah S. M : Lectures on Company Law Saharay H.K.: Company Law, Companies Act 2013 (Amended Act) C.R. Dutta on Company Law.