Company Law

Paper Code: 
24CBSG402
Credits: 
4
Contact Hours: 
60.00
Max. Marks: 
100.00
Objective: 

This course will enable the students to instil comprehensive understanding and appreciation of corporate governance, structures, and protocols, including company laws, types, memoranda, articles, prospectuses, meetings, and committees.

Course

Learning Outcome

(at course level)

Learning and teaching strategies

Assessment Strategies

Course Code

Course Title

24CBSG402

Company Law

(Theory)

 

 

CO97: Create an insight about the fundamental concept and basic features of the Company form of Business.

CO98: Determine the Procedure and know-how’s of registering a Company in India also to comprehend and appropriately use the basic legal documents essential for operations and management of company.

CO99: Analyze various administrative positions in Indian companies and provisions related to them

CO100: Examine various secretarial functions and to discover provisions relating to them, also to Explore about different type of company meetings and provisions required for holding a valid company meeting.

CO101: Apply provisions of the Companies Act, including Corporate Social Responsibility (CSR), shareholder democracy, and committee functionalities, fostering corporate governance and compliance.

CO102: Contribute effectively in course-specific interaction

Approach in teaching: Class room Lecture (Theory/ Using Power Point Presentation) /Discussions using Leading Case laws

 

Learning activities for the students:

Role Play activities/ Moot Court/Group Discussions/ Class presentation 

 

Class participation, tutorial assignments and presentations, class tests, C A Test, Semester End Exams.

 

 

12.00
Unit I: 
Introduction to Company

• Definition and essential characteristics.
• Lifting of corporate veil- under statutory provisions and under judicial interpretations Classification of companies
• Public Company
• Private Company(Definition, characteristics,
• Privileges and Concessions to Private Companies
• One-person Company (Definition &Features)
• Dormant Company
• Small Company
• Government Company
• Foreign Company
• Holding and subsidiary Company
• Section 8 Company
Practical- Case Discussion on Lifting of corporate veil

12.00
Unit II: 
Incorporation and formation of a company-

Registration Procedure, Promoters-functions, duties and liabilities
• Memorandum of Association- (Definition, Clauses)
• Articles of Association
• Prospectus: Definition, Contents, Provisions regarding issue of Prospectus, kinds of Prospectus (Abridged Prospectus, Shelf Prospectus, Deemed Prospectus, Information Memorandum, Red-Herring prospectus), Statement in lieu of prospectus
• Concepts of shares,
• Types of shares (Equity shares, Preference shares),
• Debentures, Types of debentures
• Winding Up of Company
Practical- Drafting of Memorandum of Association

12.00
Unit III: 
Membership in a company-

• Meaning, difference between a member and shareholder
Definition and Provisions relating to:
• Key managerial personnel, Directors, Board of Directors, Managing Director, Manager, Independent Directors, Woman Directors Position, Powers, Liabilities, Appointment and Removal of Company Directors.
Company Secretary
• Position in company, importance, liabilities, Duties of company secretary.
Practical-Role Play Activity on Relevant Topics

12.00
Unit IV: 
Secretarial functions with regards to-

• Allotment of shares
• Forfeiture and reissue of forfeited shares
• Declaration and Payment of dividend
• Transfer and Transmission of shares
• Company meetings (Annual General Meeting, Extraordinary General Meeting)
• Basic Provisions relating to -Resolutions, Notices, Agenda, Quorum, Minutes, Proxy
Practical-Role Play Activity on Relevant Topics

12.00
Unit V: 
Provision relating to

• Corporate Social Responsibility, Shareholder’s Democracy, Fraud.
Preliminary introduction of various committees-
• Audit committee,
• Nomination and remuneration committee,
• Stakeholders relationship committee,
• Corporate social responsibility committee
Practical- Case study on CSR

Essential Readings: 

ESSENTIAL READINGS
• Majumdar, A. K. and Kapoor, G. K., Student’s guide to Company Law. Taxmann Publications (P) Ltd., New Delhi
• Singh, A. Indian Company Law. Eastern Book Company
• Nolakha, R.L., Company Law. Ramesh Book Depot, Jaipur

References: 

SUGGESTED READINGS
• Datey, V.S., Business and Corporate Laws, Taxmann Allied Services Pvt. Ltd., NewDelhi.
• Kuchhal, MC, Company Law and Secretarial Practice, Vikas Publishing House, New Delhi
• Krishnamurti, D.S.R., Company Law, Taxmann, New Delhi

e- RESOURCES:
• ICSI executive level study material - https://www.icsi.edu/media/webmodules/23112021_Company_Law.pdf
• ICAI intermediate level study material
https://www.icai.org/post.html?post_id=16944

REFERENCE JOURNALS
• The Indian Journal of Commerce
• IUP Journal of Corporate Governance

Academic Year: 
2024-2025
  • Printer-friendly version
  • PDF version