School of Law, Sharda University

Course Title:
Programme:
Term:
Credits:

Topics

Corporate Law I
BA. LL.B/BBA.LL.B/B.COM.LL.B
V
04

Coverage

No. of
Lectur
es

8
Definition of a Company; Evolution; Company and
other business entities such as partnership, limited
liability partnership, Hindu Undivided Family,
1. Classification of Company.
Company as Nature and form of business enterprise; types of
a business business enterprises
enterprise
Company as a juristic
person, Consequences;
Advantages and Dis-advantages of Incorporation,
Piercing the Corporate Veil
Development of Company Law in England and India
Formalities for formation of a company, Procedure
of registration

2.
Promotion
and
Formation
of Company

Formation of Company:
Registration and Incorporation-Memorandum and 8
Article of Association, Alteration of Memorandum,
& Article of association, , Binding force of
Memorandum and Articles of Association, Doctrine
of Constructive Notice, Doctrine of Indoor
Management , Doctrine of Ultra-vires ;
Promoters- Meaning, duties and liability
Prospectus -Meaning and contents, Statement in
lieu
of
prospectus,
Remedies
for
misrepresentation, Criminal liability.

3
Managemen
t
and
Control
of

Directors Types, Directors Identification Number 8

(DIN), Appointment/Reappointment, Qualifications,
Disqualifications, Vacation of Office, Retirement,
Resignation and Removal.
Role and Responsibilities of Directors, Powers and

School of Law, Sharda University

Companies

Duties Loans to Directors, Remuneration

Directors,
Board of Directors and its Committees

of

Majority and Minority; Prevention of Oppression and

Mismanagement of Companies -Protection of
Minority rights ,Rule in Foss vs. Harbottle ;
Company Law Board, & its powers.
Meetings Kinds, procedure, Voting.
Concept of Capital and Financing of
Companies Sources of Capital; Classes and
Types of Shares Dematerialisation and
Rematerialisation of Securities
Alteration of Share Capital Reduction of
Capital; BuyBack of Shares
4 Financial Debt Capital Debentures, Debenture Stock,
Structure
Bonds;

Recent Trends and Dynamics of Corporate Debt

Financing; Conversion of and Redemption of
Debentures. Inter- corporate Loans and
Investments.
Modes of winding up , Winding up by the Court , 6
Grounds on which a company may be wound up by
the Court ,Who may file petition for winding up,
Jurisdiction of Court for entertaining winding up
petition, Powers of the Court to Intervene ,Grounds
5 Winding for compulsory winding up, Commencement of
Up
winding up;
Appointment, Powers and Duties of Liquidator,
Voluntary winding up , Kinds of voluntary winding
up , Defunct Company.

School of Law, Sharda University

Need for corporate social responsibility, theories
and justification.
4
6 Socio-economic obligations of companies.
Corporate
Corpoate Social Responsibilty provisions under the
Social
companies Act.
Responsibili Corporate Social Initiatives, key challenges for CSR.
ty
.

NOTE
The topics given below only indicate the extent of the course. Students
should not consider them to be exhaustive and final. The course
instructor can and will vary the topics.
Suggested Readings
Recommended Books
1. Palmer, Palmer's Company Law, Stevans, London.
2. R.R. Pennington, Company Law, Butterworths.
3. A. Ramaiya, Guide to the Companies Act, Wadha.
4. S.M. Shah, Lectures on Company Law, Tripathi, Bombay