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.) Semester: V
8102
Module: Company Law I Module Code:
Teaching Scheme Evaluation Scheme
Lecture Practical Tutorial Credit Term End
Internal Continuous
(Hours (Hours per (Hours Examinations
Assessment (ICA)
per week) per (TEE) (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)
9 CASES ONLY
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
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

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, 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.
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

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 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%20i
n%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%20Vo
ucher-
,Tata%20Steel%20to%20raise%20Rs%201%2C025%20crore%20through%20
N 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,
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

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')
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:
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

A. Ramaiya Guide to the Companies Act, 2013, Lexis Nexis, 19th Edition, 2020
Any other information :
1. Latest Updated Statutes, Act, Rules and Regulations and Case Law will be taught after
discussion In the Multi-Campus Program Coordination (MPC) Meeting.

Details of Internal Continuous Assessment (ICA): 50 Marks

Description of ICA Marks
Test 1 20 Marks
Quiz 10 Marks
Group Discussion 10 Marks
Class Participation 10 Marks
Total Marks : 50 Marks

Signature Signature
(Prepared by Ms. Richa Kashyap) (Approved by Dr. Durgambini Patel Dean)
Date : 2024