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COURSE OUTLINE
SEMESTER: VI
B.A.LL.B. (HONS.)
SESSION: JANUARY TO APRIL 2015
DR. DIPAK DAS
DR. Y. PAPA RAO
MR. SHYAMTANU PAL
INTRODUCTION TO THE COURSE:
Corporate law is having its own significance in the corporate world. It is a
well-recognized subject in the legal curriculum and the title of a voluminous
literature, its exact scope is not obvious since the word company has no strict
legal meaning.
forms an essential ingredient in the recipe to prepare a law graduate. Now with
the Companies Act 2013 being enacted it becomes more relevant and imperative
to highlight and discuss those areas in detail. The present course is in
continuation of Corporate Law-I, wherein various aspects of company as an
institution are discussed covering five modules. The Modules in this Corporate
Law II helps to conceptualize certain crude areas of corporate law.
DETAILS
OF
AND
REMEDIES
Cases:
Foss v. Harbottle (1845) Ch 319
Shanti Prasad Jain v. Kalinga Tubes 1965 SC 1535
Raja Mundry Elect. Supply Corp. v. Nageshwara Rao AIR 1956 SC 213
N.I.I.Ltd. v. N.I.N.I.H. Ltd. AIR 1981 SC 1298
MODULE 3. CORPORATE RECONSTRUCTION AND RESTRUCTURING
1. Mergers
a) Scheme of compromise and arrangement
2. Amalgamation
b) Meaning & scope
3. Acquisition
4. Demergers
Cases:
Hindustan Lever Employees Union v. Hindustan Lever Ltd. AIR 1995 SC 470
Miheer H. Mafatlal v. Mafatlal Inds. Ltd. AIR 1997 SC 506
MODULE 4. CORPORATE BREAKDOWN
1. Meaning of Winding
2. Winding up, Liquidation and Dissolution
3. Modes of Winding up
i. Winding up by the Tribunal
o Analysis of grounds of non-commencement of business, inability to
pay debts, and on the grounds of just and equitable clause
ii.
Voluntary Winding up- Declaration of solvency
o By Members
o By Creditors
4. Contributories
5. Liquidators-Appointment, Powers and Functions
MODULE 5. CORPORATE GOVERNANCE
AND
1.
2.
3.
4.
5.
6.
BOOKS
TO BE REFERRED
1.
2.
3.
4.
5.
6.
and
Hoag,
Susan
E.,Mergers,
1.
2.
3.
4.