SYLLABUS
COURSE NAME : COMPANY LAW I
COURSE CODE : LAW553
COURSE TYPE : Theory
OFFERED PROGRAMMES:
Bachelor of Arts - Bachelor of Law (Honours) (SEMESTER - V), Bachelor of Business Administration - Bachelor of
Law (Honours) (SEMESTER - V)
Course learning Outcomes
Outcome Outcome Description RBT Highest RBT
Reference No. Domain Level
CO1 Describe the method of giving security for repayment Cognitive L1 -
of loan or other liabilities of a company. Remember
CO2 Explain jurisprudential aspects of company and the Cognitive L2 -
classification of companies. Understand
CO3 Appreciate the importance of business associations, Cognitive L5 - Evaluate
history and regulatory framework relating to the same.
CO4 Elucidate the process of formation of different kinds of Cognitive L3 - Apply
companies and commencement of business.
CO5 Evaluate ultra vires actions, consequences and Cognitive L6 - Create
remedies available to the companies and their agents.
Sustainability Development Goals (SDG)
• Industry, innovation and infrastructure
21st Century Skills
• Analytical thinking
• Creative thinking
Course Credit Details
Display Name Course Credit Hours Per Session
Theory 4 60
Course Content
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
U1 INTRODUCTION, 8 National, Entrepreneurship, Professional -
HISTORY AND Regional Skill Development Ethics
REGULATORY
REGIME
Topic Content Description Topic
No. Reference
Material
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U1- INTRODUCTION, Overview of the subject, Legal Vehicles available for -
T1 HISTORY AND business activities – Corporate Bodies, Un-incorporated
REGULATORY associations, proprietary concerns and HUF –
REGIME Characteristics of each, The corporate bodies governed by
The Companies Act, 1956, Other Corporate Bodies
including co-operative societies and LLPs History of
corporate law and recent developments, The Modern
corporation, Its role and significance, comparison with
other forms of business organization – Advantages and
disadvantages of doing business through the corporate
vehicle – The evolution of commercial corporations and its
recent developments – History of Registered Companies
in England and India – Twentieth Century developments,
Emergence of mega multinationals, Stakeholders in the
corporation, Organs of the corporation and the correlation
between them – Corporate Governance –An overview
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
U2 COMPANY AS 8 Global, Local, Skill Professional -
SEPARATE LEGAL National, Development Ethics
ENTITY AND Regional
EXCEPTIONS
Topic Content Description Topic
No. Reference
Material
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U2- COMPANY AS Jurisprudential issues – Incidents of corporate personality, -
T1 SEPARATE Lifting the corporate veil – Statutory and judicial inroads to
LEGAL ENTITY corporate personality, Legal personality of group
AND companies. Classification of companies – Chartered,
EXCEPTIONS Statutory and Registered Companies, Limited by Shares,
Limited by Guarantee and Unlimited, Private and Public
Companies, S. 25 Companies, Government Companies,
Foreign Companies, Producer Companies, Group
Companies.
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
U3 PROMOTION 8 Global, Local, Skill Environment, -
ACTIVITY AND National, Development Gender,
FORMATION OF Regional Professional
COMPANIES Ethics
Topic Content Description Topic
No. Reference
Material
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U3- PROMOTION Company Promoters – Legal Position of Company Promoters, -
T1 ACTIVITY AND Remedies against breach of duties by promoters Pre
FORMATION Incorporation Contracts – Ratification-Jurisprudential Issues,
OF Scope of Sections 15 and 19 of Specific Relief Act, 1963,
COMPANIES Rights and Liabilities of the Company, third parties and
promoters in respect of pre incorporation Contracts,
Comparison between Indian and English Law Provisional
Contracts – Meaning, Trading certificate –Distinction between
private companies and Public companies, Effect of provisional
contracts Contracts made after the company is entitled to
commence its business Formation of Companies – Legal and
procedural issues, Conclusiveness of the certificate of
Incorporation. Commencement of business – Distinction
between Private and public company
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
U4 CONSTITUTIONAL 8 Global, Local, Employability, Human -
DOCUMENTS AND National, Skill Values,
THEIR AMENDMENT Regional Development Professional
Ethics
Topic Content Description Topic
No. Reference
Material
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U4- CONSTITUTIONAL Memorandum of Association and Articles of -
T1 DOCUMENTS AND Association- nature and correlations Contents of
THEIR AMENDMENT Memorandum and Articles of Association – Obligatory
and non-obligatory provisions of the Memorandum of
Association, Legal status of the non-obligatory
provisions, Whether Articles of Association are
mandatory-significance of Table A articles, Contractual
effect of the Memorandum and the Articles of
Association, Shareholders’ Agreements and their effect
on the company, Amendment of provisions in the
Memorandum and the Articles of Association- Law &
procedure.
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
U5 IRREGULAR 8 Local, Skill Human Values, -
COMPANY National, Development Professional
TRANSACTIONS Regional Ethics
Topic Content Description Topic
No. Reference
Material
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U5- IRREGULAR Doctrine of ‘Ultra Vires’ – Significance of the Object -
T1 COMPANY clause, Effect of Ultra Vires Transactions, Remedies
TRANSACTIONS Doctrine of Constructive Notice and Indoor
Topic Content Description Topic
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management – Legal protection of the Company and
third parties prejudiced by the un-authorized
transactions by the Companies Agents.
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
U6 MEMBERSHIP 5 Global, Local, Employability, Gender, Human -
National, Entrepreneurship, Values,
Regional Skill Development Professional
Ethics
Topic Content Description Topic
No. Reference
Material
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U6- MEMBERSHIP Members of a Company and Their Legal Status – Register -
T1 of Members – Membership in Respect of Shares in the
Dematerialized Form – Service of Notice to Members,
Company and ROC – Publicity Requirements with Regard
to Membership.
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
U7 CORPORATE 5 Global, Local, Employability, Gender, Human -
FINANCE National, Entrepreneurship, Values,
Regional Skill Development Professional
Ethics
Topic Content Description Topic
No. Reference
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U7- CORPORATE Capital – Concept of Capital in Corporate Law – Quasi- -
T1 FINANCE capital Funds – share premium account and capital
Topic Content Description Topic
No. Reference
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redemption reserve fund – Rules governing the raising
and maintenance of capital – Buyback of shares –
Reduction of capital.
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
U8 CORPORATE 6 Global, Employability, Human Values, -
SECURITIES National, Skill Professional
Regional Development Ethics
Topic Content Description Topic
No. Reference
Material
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U8- CORPORATE Types of Corporate Securities – Shares, Debentures and Other -
T1 SECURITIES Securities – Legal Nature of Shares and Debentures – Classes
of Shares and Their Special Features – Variation of Class
Rights – Shares as property – Trust and beneficial interest,
Share certificate, Lien on shares, Forfeiture of shares – Shares
as membership Debentures – Types of debentures-secured
and unsecured, Debenture trust deed and debenture trustees,
Remedies of debenture holders, Redemption of preference
shares and debentures, Distinction between equity shares,
preference shares and debentures, Conversion of preference
shares into equity and debentures Modes of acquisition of
Corporate securities – Allotment, Transfer, Transmission, Legal
and Procedural aspects, Blank transfers, Transfers of securities
in dematerialized form.
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
U9 COMPANY 4 Global, Local, Employability, Professional -
CHARGES AND National, Entrepreneurship, Ethics
COMPANY Regional Skill Development
Unit Unit Title Unit Development Skill Focused Cross Cutting Reference
No. Teaching Needs Issues Link
Hours
DEPOSITS
Topic Content Description Topic
No. Reference
Material
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U9- COMPANY Types of charge-fixed and floating charge – Registration -
T1 CHARGES AND of charges and effect of non-registration –
COMPANY Crystallization of floating charges – Theories of floating
DEPOSITS charges – Vulnerability of floating charges – Effect of
negative covenants in winding up.
Text & Reference Books
1. Gower, L. C. B. Principles of Modern Company Law. (8th Ed.) London: Sweet and Maxwell, 2015.
2. Palmer. Palmer’s Company Law. London: Stevans, 2014.
3. Pennington R. R. Company Law. (New)Butterworths, 2012.
4. Ramaiya, Guide to the Companies Act. (18th Ed.) LexisNexis, 2015.
5. Sealy, L. S. Cases and Materials in Company Law. 2007.
Essential Reading
Textbooks:
Avtar Singh, Company Law, 19th ed. (Eastern Book Company, 2023). G.K. Kapoor & Sanjay Dhamija, Company
Law and Practice, 5th ed. (Taxmann Publications, 2022). Ramaiya, Guide to the Companies Act, 19th ed.
(LexisNexis, 2023). S.C. Kuchhal & Vivek Kuchhal, Business Law, 7th ed. (Vikas Publishing, 2021). Ashok K.
Bagrial, Company Law, 6th ed. (Vikas Publishing, 2020). Reference Books
L.C.B. Gower, Principles of Modern Company Law, 10th ed. (Sweet & Maxwell, 2021). A. Ramaiya, Guide to the
Companies Act, 19th ed. (LexisNexis, 2023). Palmer, Company Law, 25th ed. (Sweet & Maxwell, 2020). Pennington,
Company Law, 9th ed. (Oxford University Press, 2019). M.C. Kuchhal, Modern Indian Company Law, 5th ed. (Shree
Mahavir Book Depot, 2021).
Sealy, L. S. Cases and Materials in Company Law. 2007.
EXAMINATION PATTERN
PATTERN FOR CONTINUOUS INTERNAL ASSESSMENT (CIA)
Assessment Plan
Course Outcome Assessment Type Assignment Description Total Marks Individual/Group Assignment Rubrics CO1
MCQ Test A concept-driven multiple-choice test. Questions will be based on statutory provisions, case law, and
fundamental principles of company law, ensuring a deep comprehension of the topics deliberated. 10 Individual
Accuracy of legal principles (3 marks); Logical reasoning (4 marks); Feasibility of solutions (3 marks) CO1 Problem-
Solving Students analyse a corporate law scenario and propose legal solutions based on statutes and case law. 10
Individual Accuracy of legal principles (3 marks); Logical reasoning (3 marks); Feasibility of solutions (2 marks)
CO2 Simulation Exercise Each Student shall participate in a simulation exercise where they will role-play as per the
instructions given for making strategic decisions for incorporating a company. 10 Individual Decision-making skills (3
marks) Application of corporate law (5 marks) Persuasiveness and engagement (2 marks) CO3 Participative learning-
Panel discussion 7 students will participate in the panel discussion, and others will have a reflective journal wherein
every student shall participate as per the instructions given for making strategic decisions. 15 Individual Decision-
making skills (4 marks) Application of corporate law (6 marks) Persuasiveness and engagement (5 marks) CO4 Legal
Drafting Students shall draft essential corporate documents required for the incorporation of a company, ensuring
accuracy in language and legal format. 20 Individual Proper legal formatting (6 marks); Clarity and precision (7
marks); Practical applicability (7 marks) CO5 Complex Problem-Solving A multi-step problem-solving assessment,
where students work through multiple interlinked corporate law issues (e.g. planning for public offer of shares and
preparing and drafting all required documents for public offer of securities) 20 Individual Accuracy of legal principles
(7 marks); Logical reasoning (7 marks); Feasibility of solutions (6 marks) Attendance & Class Participation 15 (5+10)
Individual Timely submission of assignments - 2 marks Low Plagiarism, AI content - 2 marks Active participation in
class -2 marks Regularity in bringing required materials -2 marks Class behaviour-2 marks
