CHRIST UNIVERSITY

DEPARTMENT OF MANAGEMENT STUDIES

BANGALORE
COURSE PLAN
2014- 2015
Course: BBM
SEM : IV
TEACHERS:

SUBJECT

SUBJECT: SUB / CODE: Corporate Laws/BBM436

Prof. Jayant.R.K
Prof. Mary Thomas
Dr. Shivi Khanna

Primary Objectives: The objectives of this course to educate the students by imparting the
knowledge of rules and regulations relating to the management of Company in India in an everchanging environment to contribute effectively to the industry in particular and to the society in
general.
Specific Objectives:

To familiarize the students with the scenario of Company Law in India

To orient the students to explore the possibilities of setting up Business as a company.

To create an awareness and develop an understanding about the ever changing rules and
regulations and compliance Procedures to ensure good corporate governance

Description:
The syllabus is structured to provide basic conceptual knowledge about the recent developments in legal
framework of Companies.
This course intends to familiarize the students with the compliance requirements for Companies in India.
Course Learning Outcome:
By the time they complete the course they will have basic knowledge about laws that are
applicable for Companies in India. They will get a fair idea as to the Legal Compliance
Requirements for Companies.
Session Plan
UNIT

TOPICS

DATES

HRS METHODOLOGY

Introduction to Company Law: Development of

Company Law in India- Objects of the Act

05/11/2014
to 15/11/14

6
hours

Meaning and Definition of Joint Stock CompanySpecial Features

Nature & Characteristics of Companies

Kinds of Companies
Difference between Private Company and Public
Company.

1
1

Lecture, PPT, &

Case Study

Advantages & Disadvantages of Corporate Form of

Ownership

II

Formation of Company: Promotion: Role of

Promoters.

17/11/2014
to
29/11/2014

10
hours

Incorporation of a Company

Memorandum of Association and its contents

Alteration of Memorandum of Association

Doctrine of Ultra Vires

Articles of Association and its contents, Alteration of
Articles of Association

1
1

Constructive Notice of Memorandum and Articles.

Doctrine of Indoor Management

Distinction between MOA and AOA

Certificate of Incorporation and Certificate of

Commencement of Business

III

Share Capital: Prospectus: Its contents -Statement

in Lieu of Prospectus

01/12/2014 1
to
13/12/2014

4
hours

Share Capital :Kinds of Shares and Allotment of

Shares

Alteration and reorganization of Share Capital,

Voting Rights, Depositories Act

Debentures-Its kinds, creation of fixed and floating

charges, Borrowing Powers of Companies

IV

Membership of a Company-Meaning and

Definition of Membership and shareholder,
Distinction between shareholder and member

15/12/2014 1
to
22/12/2014

6
hours

Eligibility for Membership. Modes of Acquiring

Membership

Cessation/Termination of Membership Rights and

Liabilities of Members

Register of Members

Lecture, PPT, &

Case Study.

Lecture, PPT, &

Case Study

Lecture, PPT, &

Case Study

23rd December 2014 to 1st Jan 2015- Christmas Vacation

V

Company Management: Definition, Appointment

of key managerial personnel

7
hours

position of directors, Powers & duties of directors

Audit, Nomination and Remuneration Committee and

Stakeholders Relationship Committee, Appointment
of CSR Committee

MID SEMESTER EXAM

Related Party Transactions. Liability of directors,

02/01/15
1
to
09/01/2015

19/01/1524/01/15

Lecture, PPT, &

Case Study

Types of directors, Rights and duties of managerial

personnel their remuneration, Overall maximum
managerial remuneration, Disclosure of Interest by
Directors, Compensation for loss of office of
Director, managing or whole-time director or
manager.

Role of Auditor(Reporting on Fraud), Appointment &

Rotation, Additional Responsibility of Independent
Director, Fraud Risk Mitigation, Penalties for FraudPowers of Court and Central Government,

VI

Company Meetings and Company Secretary :

Meetings of Board of Directors

26/01/2015 1
to
12/02/2014

10
hours

Meetings of shareholders

Statutory meeting
Annual General Meeting,
Procedure & Requisites of a valid meeting, Quorum,
Chairman of the meeting, Principle of Majority Rule
Investigation, Voting.
Company Secretary- Qualifications Appointment
Duties. Secretarial Audit for Bigger companies

2
2
2
2

Lecture, PPT, &

Case Study

VII

Corporate Restructuring: Compromise,

Arrangement, Merger and amalgamation of
companies

13/02/1520/02/15

4
hours

Merger or amalgamation of company with foreign

company, Cross Border Merger & Fast Track Merger,
Power to acquire shares of shareholders dissenting
from scheme or contract approved by majority,
Purchase of Minority shareholding

Power of Central Government to provide for

amalgamation, Class action, of companies in public
interest, Liability of officers in respect of offences
committed prior to merger, amalgamation, etc.

VIII

Winding up of company: Types of winding up

-winding up by Court, Voluntary winding up - by
members-by creditors, Winding up subject to the
supervision of Court

21/02/2015 3
to
07/03/2015

8
hours

Liquidator and his duties , powers and liabilities,

Removal and Replacement of Liquidator

Effect of winding up order. Stay of suits, etc., on

winding up order Consequences of winding up.
Exercise and control of Company Liquidator's
powers, Audit of Company Liquidator's accounts,
Final meeting and dissolution of company

IX

Limited Liability Partnership: Introduction to

LLP; Basis of LLP, Nature of LLP; Distinguishing
features of LLP; Main benefits of LLP

4
hours

Partners of LLP, Designated partners- their

responsibility and Liabilities of LLP

Conversion of Partnership Firms in to LLP, Winding

up and dissolution of LLP

Corporate Law -Assignment /Marks Details:

09/03/2015 1
to
14/03/2015

Lecture, PPT, &

Case Study

Lecture, PPT, &

Case Study

Lecture, PPT, &

Case Study

Details

Date of issue of topic

Date of Submission CIA Marks

Marks/ Exam
Allotted

CIA-I

Mid Semester Examination

50(25)

CIA-II

Written Assignment(10 Marks)

30(15)

Case Analysis (10 Marks)

Presentation (10 Marks)
CIA-III

Class Participation (10 Marks)

30(15)

Article Review (10 Marks)

Moodle Test (10 Marks)
Book Recommended:
1. Introduction to Company Law- Dr. Avatar Singh- Eastern Book Company,Lucknow-16th
Edition