Professional Documents
Culture Documents
F01 (C)
IssueNo.04 Rev. No 4 Dated: June 7, 2014
Subject
Company Law I
Semester
Session
:
:
:
V
July to Dec. 2014
Batch
2012 -17
Subject Code
LLBL421
No. of credits
04
Prepared by
Shruti Reddy
sreddy@ddn.upes.ac.in
Approved By
_______________________
HOD
_______________________
Dean
UPES Campus
Energy Acres
P.O. Bidholi, Via Prem Nagar
Dehradun -248 007 (U K)
Tel : +91-135-2770137
Fax : +91 135- 27760904
Website : www.upes.ac.in
COURSE PLAN
Subjec
Company Law I
Course:
t:
Energy Laws
A. OBJECTIVES
a) To analyze the Legal provisions of Company Law.
b) To develop the understanding of the Company Law and related practices in India and relevant
provisions abroad as a part of the comparative analysis.
c) To understand the role of Directors, Meetings and procedures and cases relating to Companies.
B. COURSE OUTLINE
Module I: MEANING OF CORPORATION
Theories of Corporate Personality
Creation and Extinction of Corporations.
Module II: FORMS OF CORPORATE AND NON-CORPORATE ORGANIZATIONS
Corporations, Partnerships and other Associations of Persons, State Corporations
Government Companies, Small Scale, Co-operative, Corporate and Joint Sectors
Module III: LAW RELATING TO COMPANIES - PUBLIC AND PRIVATE -COMPANIES ACT, 2013
Need of Company for Development, Formation of a Company, Registration and
Incorporation.
Memorandum of Association - Various Clauses - Alteration Therein -Doctrine of Ultravires.
Articles of Association - Binding Force - Alteration - its relation with Memorandum of
Association - Doctrine of Constructive Notice and Indoor Management - Exceptions.
Module IV: PROSPECTUS
Prospectus- Issue - Contents - Liability for Misstatements - Statement in Lieu of Prospectus
Promoters - Position - Duties and Liabilities
Module V: SHARES
Shares - General Principles of Allotment Statutory Restrictions - Share Certificate its
-Objects and Effects - Transfer of Shares - Restrictions on Transfer - Procedure for Transfer Refusal of Transfer- Role of Public Finance Institutions - Relationship between Transferor and
Transferee - Issue of Shares at Premium and Discount Depository Receipts Dematerialized Shares (DEMAT)
Shareholder - who can be and who cannot be a Shareholder - Modes of becoming a
Shareholder - Calls on Shares - Forfeiture and Surrender of Shares - Lien on Shares.
Share Capital - Kinds - Alteration and Reduction of Share Capital - Further Issue of CapitalConversion of Loans and Debentures into Capital - Duties of Courts to protect the Interests
of Creditors and Share Holders
Module VI: DIRECTORS
Directors - Position - Appointment - Qualifications - Vacation Office - Removal -Resignation
Powers and Duties of Directors - Meeting, Registers, Loans Remuneration of Directors Role of Nominee Directors - Compensation for Loss of Office Managing Directors Compensation for Loss of Office - Managing Directors and other Managerial Personnel
Meetings - Kinds - Procedure - Voting
Dividends-Payment - Capitalization - Profit
C.PEDAGOGY
Interactive approach during the study (students are supposed to come prepared for the
topics for discussion in the Class/ Presentations/ Viva-voce)
Work in small groups for Group Projects and personalized teaching
(Student counseling, tutoring, and individual/group projects/ assignments, exercises)
Weight age
Schedule
1. Continuous
Assessment
2. Mid term Exam
30%
Detailed Below
20%
Academic Calendar
50%
Academic Calendar
Internal Assessment: Marks 100 (shall be done based on the following 5 components):
Description
Weight age
1. Continuous Assessment
30%
Schedule
Detailed Below
Continuous Assessment: (Marks 100 - converted to 30- ) shall be done based on the following 5
components:
S.
Particulars
Weightage
no.
a
Two class tests/snap20 Marks (02 X10 Marks)
test/quiz
b
Assignment
20 Marks
c
Project work
20 Marks (Abstract, Synopsis, final draft and
presentation)
d
Subject grand viva
20 Marks
e
Attendance
20 Marks
Formula for attendance marks:
67-75 %
0 Marks
75-80%
5 Marks
80-85%
10 Marks
85-90%
15 Marks
90%-100% 20 Marks
i)
First Component :
ii)
Second Component
iii)
iv)
v)
Third Component :
Fourth Component
Fifth Component :
Two snap tests will be conducted, the schedule of which will be informed to the students a day before
each of the test. Each class test would be carrying 10% weightage. Therefore, class tests would carry
20% weightage i.e. 20 marks. It may contain multiple choice questions or short questions/key terms
covering modules as specified in the course plan and Research paper/ cases covered in the course
pack to ascertain whether the students could understand the basic concepts or not (max. 60 Minutes
each).
d) Subject Grand Viva voce
Viva-voce would be conducted for each student for 05 minutes for evaluating his/her subject
knowledge and practical learning in the class and questions may be based on the research papers/
cases / projects/ assignments etc.
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 (such as Blackberries/Laptops) 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 LMS: Each student in the class should have an e-mail id and a pass word to access
the LMS system regularly. Regularly, important information Date of conducting class tests, guest
lectures, syndicate sessions etc. to the class will be transmitted via e-mail/LMS. The best way to
arrange meetings with us or ask specific questions is by email and prior appointment. All the
assignments preferably should be uploaded on LMS. Various research papers/reference material
will be mailed/uploaded on LMS time to time.
Topic
No. of
sessio
ns
1-5
Readings
Cases:
of Companies
1. Meaning and Nature of
Company
2. History of Company
Legislations
3. Kinds of Companies
4. Theories of Corporate
Personality
5. Formation and
Incorporation of a Company
6. Lifting the Corporate Veil
7. Commencement of
Business
II
III
7-16
Cases:
1. Ashbury Railway Carriage & Iron
Co. Ltd. v. Riche, [1875] L R 7 HL
653.
2. Lakshamanaswami Mudliar v. LIC,
AIR 1963SC 1185.
3. Straw Products Ltd. v. Registrar
of Companies, [1969] 39 Comp.
Cas. 974 (Ori.).
4. Royal British Bank v. Turquand,
[1856] 6 E & B 327.
IV
VI
exceptions
Prospectus
1. Definition, meaning and
Contents
2. Statement in lieu of
Prospectus
3. Shelf Prospectus
4. Red-herring Prospectus
5. Abridged Prospectus
6. Information Memorandum
7. SEBI, Prospectus and
vetting
8. Liability of Mis-statements
in Prospectus
Shares And Share Capital
1. Meaning
2. Kinds of shares
3. Classification of share
capital
4. Shareholder and their
rights
5. Issue of shares, calls, lien
6. Forfeiture, surrender and
reissue of shares
7. Stocks, debentures and
bonds
8. Share certificates
9. Transfer and transmission
of shares
10.Issue of shares in de-mat
form and depositories
11.Reduction of share capital
12.
Further issue of
share capital
DIRECTORS
1. Directors, types of
Directors, Appointment of
Directors
2. Powers and functions of
Directors and Board of
Directors
3. Qualifications of Directors
4. Vacation & Removal of
Directors- compensation for
loss of office
5. Managing Director- role,
appointment.
17-22
Cases:
1. Nash v. Lynde, [1929] AC 158.
2. Sahara India Real Estate Corpn.
Ltd. v. Securities and Exchange
Board of India, [2012] 25
taxmann.com 18 (SC).
3. Govt. Stock Securities
Investment Co. Ltd.
v.Christopher, [1956] 1 WLR 237.
4. Rex v. Kylsant, [1932] 1 KB 422.
5. Peek v. Gurney, [1873] LR 6 (HL)
377.
23-28
Cases:
1. Shree Gopal Paper Mills Ltd. v.
CIT, [1967]37 Comp. Cas. 240
(Cal).
2. Securities and Exchange Board
of India v. APL Industries, [2013]
30 taxmann.com 384 (Delhi).
3. Needle Industries (India) Ltd.v.
Needle Industries Newey (India)
Holding Ltd., [1981] 51 Comp.
Cas. 743.
4. OCL India Ltd., In re, [1999] 19
SCL 331 (Ori.).
29-34
Cases:
1. Oriental Metal Pressing Works
(P.) Ltd. v. B K Thakoor, [1961] 31
Comp. Cas. 143.
2. LIC v. Escorts, AIR 1986 SC.
3. Cook v. Weeks, [1916] AC 554.
6. Register of Directors,
7. Nominee Directors
8. Corporate governance
Meetings & Procedures
1. Meetings- Types of
Meetings
2. Convening of Meetings
3. Procedures of the Meetings
4. Voting and rights of share
holders in meeting
5. Proxy
6. Electronic voting
7. Differential voting rights
Dividends
1. Dividends and Payments of
Payment
2. Capitalization
3. Profit, Divisible Profits and
Dividend Rules
VII
VIII
3540
Cases:
1. B Ramachandra Adityan v.
TamilnaduMercantile Bank
Shareholders Association, [2010]
102 SCL 333.
2. Kerala State Electricity Board v.
Hindusthan Construction Co. Ltd.,
[2009] 91 SCL 183 (SC).
41-44
Cases:
1. Lubbock v. British Bank of South
America, [1892] 2 Ch. 198.
2. Foster v. The New Trinidad Lake
Asphalte Co. Ltd., [1901] 1 Ch.
208.
3. Bhagwati Developers v. Peerless
General Finance and Investment
Co. Ltd., [2005] 62 SCL 574.
Company Law
Lectures on Company Law and Competition
Act
G: 2 REFERENCE BOOKS
Sl.
Title of the book
No.
1.
Charlesworths Company Law
3.
4.
5.
6.
2.
Company Meetings
Company Notice Meetings and Resolutions
Gower and Davies Principles of Modern
Company Law
Guide to the Companies Act
The Company Law
Author/Editor
A K Majumdar and G K
Kapoor
Avtar Singh
K S Anantharaman
Author/Editor
Stephen Girvin,Sandra
Frisby and Alastair
Hudson
K R Chandratre
A M Chakraborti
Paul Davies
A Ramaiya
C R Datta
Journals/Business Magazines:
AIR
Business today
Business world
Corporate Law Advisor
Economic and Political Weekly
Indian Bar Review
Journal of the Indian Law Institute
Lawyers update
Lex Witness
Outlook
Supreme Court Cases
The Practical Lawyer
G: 3 WEB SOURCES:
Database:
AIR
Ebscohost
Economic Outlook
Jstor
SCCOnline
Taxman
Westlaw
H. Instructions
a) Students are expected to read the concerned sessions 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) In the case study session all students are expected to prepare their analysis and
answers/decisions in their respective groups. Any group may be asked to present their views
and defend the same.
d) All schedules/announcements must be strictly adhered to.
e) 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 loose the marks.
f) Late entry (Max. 5 minutes from the class timing) in the class will not be allowed.
-----------------------------------------------------------------------------------------------------------------
Annexure-I
SESSION: JULY-DECEMBER
ASSIGNMENT
FOR
Company law I
(LLBL421)
Under the Supervision of: Shruti Reddy
(TO
NAME:
SAP NO:
_______________________
_______________________
ROLL NO
-------------------------------------
Explain the steps required to be taken for the formation of a private limited.
Section D (50 marks)
(Attempt all questions. All questions carry equal marks)
12. A pub. ltd. co. has only seven shareholders. All the shares are paid up in full. All the
shares of one of the shareholders are sold by him to another shareholder. The company
continues to carry on its business, thereafter. Discuss the liabilities of the shareholders of
the company with the help of relevant provisions under the Companies Act, 1956 and also
the relevant decided case laws.
13. The main object of a company is to manufacture cement. Seeing the potential for a
new business, the directors decided to for manufacture of steel and steel related
products. These are included in the other objects of the company. Can the company
undertake the aforesaid new business? Explain.
14. Raj Khanna was a shareholder in Agarjyoti Ltd. Raj died after executing a will under
which Jayant Khanna, son of Raj Khanna, was to inherit all his properties including the
shares held by him. The articles of association of Agarjyoti Ltd. vested with the Board of
Directors absolute discretion in regard to registration of transfer of shares. In the instant
case, the Board of Directors refused to register the transmission of shares to Jayant on the
ground that he was not a desirable person. Is the refusal to register the transmission of
shares by Board of Directors of the company correct?
15. Deepak Thakur, who is a director in 16 public limited companies accepts the
directorship of the following companies:
(15)
a. Mansoor Threads private limited , which is the holding company of a public limited
company;
b. Mastmaula Company which is an unlimited company;
c. Bidadi and Company Limited as an alternate director.
Examine the validity of a, b, and c.
16. Four out of ten directors of a company were abroad. Out of the remaining directors in
India, four have signed in favour and two have signed against a resolution sent by
circulation. Discuss the validity of the circular resolution.
INSTRUCTIONS TO STUDENTS
ON ASSIGNMENT SOLVING
1. All the questions of the assignment must be handwritten.
2. To answer your assignment questions you need to access multiple information sources
like
a.
b.
c.
d.
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.
5. Caution: Remember to provide original answers only as your assignment submissions
will be run through anti-plagiarism software (Turnitin).
Annexure-II
LIST OF TOPICS (Section A)
S.
N
o.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
Enrollme
nt No.
R4502120
01
R4502120
02
R4502120
03
R4502120
04
R4502120
05
R4502120
06
R4502120
07
R4502120
08
R4502120
09
R4502120
10
R4502120
12
R4502120
13
R4502120
14
R4502120
16
R4502120
17
R4502120
18
R4502120
23
R4502120
26
R4502120
28
R4502120
29
R4502120
Student Name
Aabhas Singh
Aadesh Ojha
Aanchal Aggarwal
Aayush Kumar
Singh
Abhinav Bhardwaj
Aditi Jakhar
Aditya Sood
Aishwarya Dobhal
Aishwarya
Srivastava
Aishwarya Vatsa
Akanksha Moharir
Akash Srivastava
Aman Sharma
Anita Mohanty
Anjali Thakur
Ankit Kumar Singh
Anup Kumar
Kashyap
Apurva Daga
Arpit Pathak
Arpit Srivastava
Arsh Bhalla
Topic
Abridged Prospectus
Allotment of shares
Alteration of AoA
Alteration of MoA
American Depository Receipts
Annual General Meeting
Appointment of directors
Associations not for profit
Board Meetings
Bonus issue of shares
Book Building Process
Buy Back of Shares
Call on shares
Company- whether a citizen?
Conversion of private company into
public company
Corporate
governancemodel
Corporate
governance-
English
Indian
model
Deemed prospectus
Dividend
Doctrine of indoor management
Doctrine of ultra vires
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
30
R4502120
31
R4502120
33
R4502120
34
R4502120
35
R4502120
36
R4502120
37
R4502120
38
R4502120
41
R4502120
42
R4502120
43
R4502120
44
R4502120
45
R4502120
46
R4502120
47
R4502120
49
R4502120
50
R4502120
51
R4502120
52
R4502120
54
R4502120
55
R4502120
56
R4502120
57
R4502120
60
Ashna Verma
Ayushi Sharma
Ayushi Singh
Babandeep Kaur
Jaggi
Daliya Singh
Eshaan Bora
Gaurav Thapliyal
H.J,Thrivikrama
kaushik
Himanshi Sharma
Himanshu Kamal
Tripathi
Ilesh Shukla
Jasnik Saini
Jayesh Gilhotra
Johns George
Kartikey Maulekhi
Krishal Haarit Patel
Kshitij Chandra
Kulraj Singh
Lokesh Aidasani
Manovi Mittra
Maryanka .
Mishkin Gautam
Mohit Bhadu
shares
with
differential
voting rights
Extra ordinary General Meeting
Foreign Company
Forfeiture of shares
FPO
Global Depository Receipts
Government companies
Green shoe option
Holding and subsidiary company
Incorporation of a company
Indian Depository Receipts
Information memorandum
Investment companies
IPO
Issue of securities at premium
Issue of shares at discount
Limited liability company
Limited liability partnerships
Listing, Delisting and Relisting of
shares
Member
Merchant banker
Mis-statement in Prospectus
45
46
47
48
49
50
R4502120
61
R4502120
62
R4502120
66
R4502120
67
R4502120
68
R4502120
69
Monisha Katiyar
Name clause
Office of profit
Mridu .
Neha Patidar
Political contribution
Neha Singh
Nirajpal yadav
Nishant Talwar
Enrolment
no.
Name
Project topic
1.
R450212011
AKANSHA KUMARI
Abridged Prospectus
2.
R450212070
NUPOOR MAHARAJ
Allotment of shares
3.
R450212071
Alteration of AoA
4.
R450212072
PRAKHAR SINHA
Alteration of MoA
5.
R450212073
PRANAV
6.
R450212074
PRANAV CHOUDHURY
7.
R450212075
PRASHANT SINGH
Appointment of directors
8.
R450212076
PRIYADARSI
BHATTACHARYA
9.
R450212077
PRIYAM SRIVASTAVA
Board Meetings
10. R450212078
PRIYANKA GUPTA
11. R450212079
PURNIMA SINGH
12. R450212080
RAHUL DIWAN
13. R450212082
RAJAT DIXIT
Call on shares
14. R450212084
RITIKA SARAF
15. R450212088
SAM C. MATHEW
16. R450212091
SATYA YADAV
17. R450212092
SHAILI DWIVEDI
18. R450212093
SHALINI KURMI
Deemed prospectus
19. R450212095
SHEKHAR KUMAR
Dividend
20. R450212096
SHIVANI SHRIVASTAVA
21. R450212098
SHREYA GOEL
22. R450212099
SIDDHANT KOCHAR
23. R450212100
SIDDHANT SATAPATHY
25. R450212102
SNIGDHA SADANAND
PIMPRIKAR
SNIGDHA SARAIYA
26. R450212103
SONALI BHATANAGAR
Forfeiture of shares
27. R450212104
FPO
28. R450212105
SOURAV SINGH
29. R450212106
SREEJITA GHOSH
Government companies
30. R450212107
STUTI BAJPAYEE
31. R450212108
STUTI TIWARI
32. R450212109
SUDHAR PANDEY
Incorporation of a company
33. R450212111
SUMIT KUMAR
34. R450212112
SURBHI SINGH
Information memorandum
35. R450212113
SWETA SINGH
Investment companies
36. R450212114
IPO
37. R450212116
VASUNDHARA KAUL
38. R450212117
VISHAL SHUKLA
39. R450212118
VISHALAKSHI SINGH
40. R450212119
VIVEK KUMAR
41. R450212120
YASH MIDHA
42. R450212122
SUMAIYA SALEEM
Member
43. R450212123
AKSHAT DEWAN
Merchant banker
44. R450212124
VARUN RAI
Mis-statement in Prospectus
45. R450212125
MAHIMA KAUSHIK
Name clause
46. R450212126
KARTIKEY KESRWANI
Office of profit
47. R450212127
DEVIKA DUA
48. R450212129
KESHAV RANJAN
Political contribution
49. R450212130
JESNY GEORGE
50. R450212131
SAHEJ MAHAJAN
Preference shares
24. R450212101
Foreign Company
51. R450212134
SAMRIDHI SAREEN
52. R450212136
SAUMYA KESARWANI
Pricing of Shares
53. R450212137
BHUMIKA LALWANI
54. R450212138
HAAJRA JAFAR
Private company
55. R450212139
SHASHANK TIWARI
56. R450212140
DIKSHANT JAIN
Producer companies
57. R450212141
PALLAVI GOYAL
Promoters
58. R450212142
VIDHI TIWARI
59. R450212143
MANJERI MAKKAR
60. R450212128
AARTI AGARWAL
61. R450211049
KARTHIK GOVIL
Rights issue