Course Outlines Sem V Company Law I

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Course Outlines Sem V Company Law I
BBA LLB (Hons.) (SVKM's NMIMS)
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SVKM’s NarseeMonjee Institute of Management Studies

Name of School – Kirit P. Mehta School of Law
Program: B.A., LL.B. (Hons.) 8101 & B.B.A., LL.B. (Hons.) 8102 Semester: V
Module: Company Law I Module Code:
Teaching Scheme Evaluation Scheme
Lecture Practical Tutorial Term End
Internal Continuous
(Hours (Hours (Hours Examinations (TEE)
Credit Assessment (ICA)
per per per week) (Marks- 50
(Marks - 50)
week) week) in Question Paper)
4 0 0 4 Marks Scaled to50 Marks Scaled to 50
Pre-requisite:
● Contract Act, General Management
Course Objective:
1. Understanding Rules & Regulations, Emerging Issues in the corporate sector and various
other compliance mechanisms related to company laws.
2. Understanding the role of regulator in effective governance of corporate sector in India
Course Outcomes:
1. To develop understanding and acquire application-oriented knowledge for Rules, Notifications

and Circulars issued by Regulators from time to time to take care of contemporary and relevant
issues (PLO2a)
2. To undertake empirical research by using different statistical data available through stock
exchanges, Banks, NBFC’s, financial institutions and the regulator to determine the financial
stability and suggest effective solutions & recommendations (PLO2b)
3. To enable the students to apply relevant provisions and judicial decisions in understanding the
interpretation and practical application of laws (PLO1a)
4. To Identify the concerns and consequences of unethical practices by key players in
implementing effective governance in the corporate sector in India (PLO4b)
Detailed Syllabus: (per session plan)
Unit Description: Duration
1. Introduction to the Concept of Company and Corporate Personality 3 Hrs.
The students will understand the basic concepts of what is a company, body
corporate, Artificial person and theories of Corporate Personality
Basic Reading: Chapter I of G.K Kapoor, Taxmann Publication, 2019 Edition

2. Rights and Liabilities of Company 3 Hrs.
Understanding Lifting of Corporate Veil, Civil Liabilities, Corporate Criminal

Liability
Section 2(60), Section 166, Section 447 of the Companies Act 2013
Basic Reading:Corporate Criminal Liability And Securities Offerings:
Rationalizing -The Iridium Motorola, NLSIR Special Issue, National University
Singapore- V. Umakanth and MihirNaniwadekar
Cases: Saloman v. Soloman, Lee v Lee, LIC v Escorts, Iridium v. Motorola
3. Types of Company 3 Hrs.
Understanding different types of Companies: Private Company, Public
Company, Limited Liability Company, Unlimited Liability Company, Small
Company, Holding Company, Subsidiary Company, Associate Company,

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Foreign Company, Dormant Company, One-Person Company, Non-Profit

Company, Layers Rule 2017, Conversion of Companies.
Section – Section 2, Section 3, Section 4, Section 8, Section 14, Section 379 ,
Section 186, Section 455 of the Companies Act 2013
Basic Reading: Chapter III of G.K Kapoor, Taxmann Publication, 2019 Edition
4. Formation of Company 3 Hrs.
Analyzing the Steps involved in the process of incorporation
Section 9 of the Companies Act 2013, Rule 8 of Company Incorporation Rules,
2014
Basic Reading: SPICe form http://www.mca.gov.in/MinistryV2/spice,
5. Role of Promoters 3 Hrs.
Understanding the Legal Position of Promoters, Fiduciary duty, Pre-

Incorporation and Post Incorporation Contracts
Section 2 (69), 26, 24, 35, 340, Section 19 of the Specific Relief Act 1963.
Basic Reading: Chapter IV of G.K Kapoor, Taxmann Publication, 2019 Edition
Cases: Emile Erlanger v. New Sombrero Phosphate Co., ProbirKumar Misra
v. RamaniRamaswamy.
6. Memorandum of Association 3 Hrs.
Understanding why MOA is the Constitution for the Company, Clauses: Name
Clause, Object Clause, Registered Office Clause, Liability Clause, Capital
Clause, Nomination Clause, and Alternation of clauses.
Basic Reading:Sample Memorandum of Association to be shown to students to
give them practical knowledge.
Section 4, 2(56), 12, 13 of the Companies Act 2013, Table A-E.
Cases:Ashbury Railway Carriage and Iron Co. vs Riche,
LakshmanaswamiMudaliar V. L.I.C
7. Article of Association 3 Hrs.
Having brief idea about Rules, Regulation, Powers, Entrenchment Provisions

and framework of AOA.
Section 2(5), Section 5, Table F-J
Basic Reading:Sample Article of Association to be shown to students to give
them practical knowledge.
8. Important Doctrines 3 Hrs.
Doctrine of Ultra-Vires, Intra- Vires, Doctrine of Constructive Notice, Doctrine

of Indoor Management
Reading:Section 399 of the Companies Act 2013.
Cases:KotlaVenkatswamy v. Rammurthy&ors, Royal British Bank v.
Turquand
9. Prospectus 3 Hrs.
Understanding the Method of Raising funds, Contents of Prospectus, Types

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of Prospectus, and Power of SEBI.

Basic Reading:Chapter VII of G.K Kapoor, Taxmann Publication, 2019
Edition
Section 2(76), Section – 23-36, Section 477.
Case: DLF v SEBI
10. IPO and Book Building Process 3 Hrs.
Understanding the Role of Merchant Banker, Investment Bank, Price Discovery,

Price Band, and Green Shoe Option.
Basic Reading:Section 32, DIP Guidelines, Regulation 45 of the SEBI (Issue of
Capital andDisclosure Requirements)
11. Private Placement- 3 Hrs.
Method of fund raising especially by Unlisted and Private Companies, Section

42, Rule 14 of Prospectus and Allotment Rules, 2014
Reference Reading:
https://economictimes.indiatimes.com/news/company/corporate- trends/india-
inc-raises-rs-4-57-lakh-crore-via-debt-private-placement-in-apr- jan-
fy19/articleshow/68008763.cms?from=mdr#:~:text=Firms%20raked%20in%2 0Rs
%204,Board%20of%20India%20(Sebi).
https://economictimes.indiatimes.com/markets/bonds/tata-steel-to-raise- rs-
1025-crore-through-ncds-on-private-placement-
basis/articleshow/75199999.cms?from=mdr#:~:text=Redeem%20Voucher-
,Tata%20Steel%20to%20raise%20Rs%201%2C025%20crore%20through%20N CDs
%20on,on%20a%20private%20placement%20basis.
Case Law:SEBI v. Sahara
12. Shares 3 Hrs.

Shares, Types of Shares, Allotment of shares, Transferability of shares,
Basic Reading: Chapter IX of G.K Kapoor, Taxmann Publication, 2019 Edition
Section 44, 46, 47
Case- G.R Desai v ROC
13. Rights of Shareholder 3 Hrs.
Pre-emptive Right, Right to Vote, Bonus Issue, Rights Issue, Buy-back,Sweat

Equity shares, share certificate, share warrant, Dematerialization.
Basic Reading:Section 2(88), Sec 62, 63, 67, 68, 70
14 Equity shares with differential rights and Superior voting Rights 3 Hrs.
Framework for Issuance of Differential Voting rights-

Basic Reading: Section 47, SEBI Tata Case study , Pantaloons Retail Study
15 Debenture 3 Hrs.
Debenture stock, bonds, debenture trustee, Rights of debenture holder Section
71, Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014
('2014 Rules')

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Basic Reading: Chapter XII of G.K Kapoor, Taxmann Publication, 2019

Edition
16. Convertible Securities 3 Hrs.
Convertible Shares and Debentures, SEBI new norms on issue of convertibles

Basic Reading:Review of Framework for Public Issuance of Convertible
Securities-SEBI
17. Dividend 3 Hrs.
Payment of Dividend, Interim Dividend, IEPF
Section 2(35), Section 123-125
Basic Reading:Chapter XIII of G.K Kapoor, Taxmann Publication, 2019 Edition
18. Membership 3 Hrs.

Who can become a member, Member v shareholder, Registration, Rights and
liabilities, Termination of membership
Basic Reading:Company Law by Reena Chadha & Sumant Chadha, Scholar Tech
Press, 2017 Edition- Chapter XIII.
19. Fiduciary Duty of Directors 3 Hrs.
Section 166 of the Companies Act
Basic Reading:Chapter XXVIII of G.K Kapoor, Taxmann Publication, 2019
Edition
20. Corporate Social Responsibility 3 Hrs.
Corporate Governance vis-à-vis CSR Section
135
Reference Reading:
https://www.mondaq.com/india/corporate-governance/366528/corporate-
social-responsibility--indian-companies-act-2013
https://www.mca.gov.in/SearchableActs/Section135.htm
http://vinodkothari.com/2020/03/proposed-changes-in-csr-rules/
Total 60 Hrs.
Text Books:
Company Law by G.K Kapoor Taxmann Publications, 2019 Edition
Reference Books:
A. Ramaiya Guide to the Companies Act, 2013, Lexis Nexis, 19th Edition, 2020
Any other information:
Details of Internal Continuous Assessment (ICA): 50 Marks
Research Paper: 20 Marks
Seminar: 10 Marks
Viva: 10 Marks
Class Participation: 10 Marks
Richa Kashyap
Signature Signature
(Prepared by Faculty) (Approved by Dean)

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lOMoARcPSD|16211713

Course Outlines Sem V Company Law I

BBA LLB (Hons.) (SVKM's NMIMS)

Scan to open on Studocu

Studocu is not sponsored or endorsed by any college or university

SVKM’s NarseeMonjee Institute of Management Studies

1. To develop understanding and acquire application-oriented knowledge for Rules, Notifications

Basic Reading: Chapter I of G.K Kapoor, Taxmann Publication, 2019 Edition

Understanding Lifting of Corporate Veil, Civil Liabilities, Corporate Criminal

Downloaded by biyas datta ([email protected])

Foreign Company, Dormant Company, One-Person Company, Non-Profit

Understanding the Legal Position of Promoters, Fiduciary duty, Pre-

6. Memorandum of Association 3 Hrs.

Having brief idea about Rules, Regulation, Powers, Entrenchment Provisions

Doctrine of Ultra-Vires, Intra- Vires, Doctrine of Constructive Notice, Doctrine

Understanding the Method of Raising funds, Contents of Prospectus, Types

Downloaded by biyas datta ([email protected])

of Prospectus, and Power of SEBI.

Understanding the Role of Merchant Banker, Investment Bank, Price Discovery,

Method of fund raising especially by Unlisted and Private Companies, Section

12. Shares 3 Hrs.

Pre-emptive Right, Right to Vote, Bonus Issue, Rights Issue, Buy-back,Sweat

Framework for Issuance of Differential Voting rights-

Downloaded by biyas datta ([email protected])

Basic Reading: Chapter XII of G.K Kapoor, Taxmann Publication, 2019

Convertible Shares and Debentures, SEBI new norms on issue of convertibles

18. Membership 3 Hrs.

Downloaded by biyas datta ([email protected])

Downloaded by biyas datta ([email protected])

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