Professional Documents
Culture Documents
F01 (C)
Issue No.04 Rev. No 5 Dated: July 27, 2017
Approved By
_____________________ __________________
HoD Director, UPES SoL
A. OBJECTIVES
a. To facilitate the students to acquire knowledge of various aspects of Company Law- economic,
formation, incorporation and floatation of a company, followed by commencement,
administration and conduct of business;
b. To appreciate the issues, challenges and regulation of companies with the development of
students' skills in legal reasoning, analysis and presentation through thorough research and by
relying on study of statutes, case law and regulatory practice relating to Company Law;
c. To prepare the students with strong conceptual and comparative analytical skills;
d. To enable the students to apply the knowledge in legal practice.
B. LEARNING OUTCOMES
On completion of this course, the students will be able to
C 421.1 Understand the evolution of Indian Company Law in comparison with English Company
Law;
C 421.2 Appreciate company as a corporate entity in comparison with other forms of corporate
and non corporate entities;
C 421.3 Demonstrate insight of formation and incorporation of a company, including the
foundational understanding of the general role of promoters;
C 421.4 Demonstrate functional knowledge of floatation of a company with the help of
Prospectus;
C 421.5 Understand foundational and functional understanding of shares and the incidental
provisions related to it;
C 421.6 Analyze insights of the practices, issues and challenges in the administration of a
Company.
C. COURSE OUTLINE
Module III: LAW RELATING TO COMPANIES - PUBLIC AND PRIVATE -COMPANIES ACT, 2013
Need of Company for Development, Formation of a Company, Registration and
Incorporation.
Memorandum of Association - Various Clauses - Alteration therein -Doctrine of Ultravires.
Articles of Association - Binding Force - Alteration - its relation with Memorandum of
Association - Doctrine of Constructive Notice and Indoor Management - Exceptions.
D. PEDAGOGY
Interactive approach during the study (students are supposed to come prepared for the topics for
discussion in the Class/ Presentations/ Viva-voce)
Work in small groups for Group Projects and personalized teaching
(Student counseling, tutoring, and individual/group projects/ assignments, exercises)
Presentations (Paper/Group Project)
Random Questioning
Projects
Group Discussion
a) Assignment:
The students will be divided in groups of two. They will be required to peruse and analyze
various documents prescribed for companies as per the Companies Act, 2013, along with the
allied rules and regulations, like Memorandum of Association, Articles of Association,
Prospectus issued by various companies, etc. The student will be expected to understand the
document in the context of various laws governing them and must submit a write up expressing
their observations. The assignment must be typed and submitted in accordance with the
instructions given in the Annexure. It will have 20% weightage in internals. The students will
either be required to make a presentation on the assignment in the class or individual Viva-voce
will be conducted on the assignment.
b) Projects:
i. The students will be divided in a group of 2-4 and each group will be allotted a Project
Topic.
ii. Every student is expected to go through the primary/secondary data collection and
analysis/interpretation and finally prepare a Project Report of minimum 10 pages and
maximum 20 pages.
iii. The project would carry 20% weightage in Internals.
iv. Viva-voce will be conducted for each group, but marks will be allotted to the students
on the basis of their individual performance.
c) Snap tests:
Two snap tests will be conducted, the schedule of which will be informed to the students a day
before each of the test. Each class test would be carrying 10% weightage. Therefore, class tests
would carry 20% weightage i.e. 20 marks. It may contain multiple choice questions or short
questions/key terms covering modules as specified in the course plan and Research paper/
cases covered in the course pack (maximum 60 Minutes each).
e) Students are encouraged to review research papers and write/publish papers jointly with the
faculty.
Mid- Sem examination shall be of two hours’ duration and shall be a combination of objective
questions, short theory questions and problem based questions.
End-Sem examination shall be of three hours’ duration. The examination paper shall have
objective questions, short theory questions and problem based questions.
Student has to secure minimum 40% marks of the “highest marks in the class scored by a
student in that subject (in that class/group class)” individually in both the ‘End-Semester
examination’ and ‘Total Marks’ in order to pass in that paper.
Attendance
Students are required to have minimum attendance of 75% in each subject. Students with less
than said percentage shall NOT be allowed to appear in the end semester examination. The
student obtaining 100% attendance would be given 5% bonus marks for internal assessment.
Cell Phones and other Electronic Communication Devices: Cell phones and other electronic
communication device are not permitted in classes during Tests or the Mid/End examination. Such
devices MUST be turned off in the class room.
E-Mail and Blackboard: Each student in the class should have an e-mail id and a pass word to
access the Blackboard regularly. Important information – Date of conducting class tests, guest
lectures, syndicate sessions etc. to the class will be transmitted via e-mail to the CRs/Blackboard.
All the assignments preferably should be uploaded on Blackboard or as per necessary instructions
passed. Various research papers/reference material will be mailed/uploaded on Blackboard from
time to time or be shared via e-mail.
H. SUGGESTED READINGS:
H: 1 TEXTBOOKS:
Sl. Title of the book Author/Editor
No.
1. Company Law and Practice G K Kapoor & Sanjay Dhamija
2. Company Law Avtar Singh
3. Study Material- Executive (2017) ICSI
H: 2 REFERENCE BOOKS
Sl. Title of the book Author/Editor
No.
1. Charlesworth’s Company Law Stephen Girvin, Sandra Frisby
and Alastair Hudson
2. Company Meetings K R Chandratre
3. Company Notice Meetings and Resolutions A M Chakraborti
4. Gower and Davies Principles of Modern Company Paul Davies
Law
5. Guide to the Companies Act A Ramaiya
6. Lectures on Company Law and Competition Act K S Anantharaman
7. The Company Law C R Datta
Journals/Business Magazines:
AIR
Business today
Business world
Corporate Law Advisor
Economic and Political Weekly
Indian Bar Review
Journal of the Indian Law Institute
Lawyers update
Lex Witness
Outlook
Supreme Court Cases
The Practical Lawyer
Yale Law Journal
H: 3 WEB SOURCES:
Database:
AIR
Ebscohost
Economic Outlook
Jstor
SCCOnline
Taxman
Westlaw
I. INSTRUCTIONS
a) Students are expected to read the concerned session’s contents in advance before coming to the class.
b) The session will be made interactive through active participation from students. The entire session will
be conducted through question-answer, reflections, discussion, current practices, examples, problem
solving activities and presentations etc.
c) In the case study session all students are expected to prepare their analysis and answers/decisions in
their respective groups. Any group may be asked to present their views and defend the same.
d) All schedules/announcements must be strictly adhered to.
e) The complete syllabus would be covered for Viva-voce and one must be thoroughly prepared to appear
for the viva and strictly appear on given time, otherwise it may attract negative marking.
f) Late entry in the class will not be allowed.
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Annexure-I
ASSIGNMENT
FOR
Company law I
(LLBL421)
Under the Supervision of: Dr. Sujata Bali
(TO BE FILLED BY THE STUDENT)
NAME: _______________________
SAP NO: _______________________
ROLL NO: _______________________
S.no. Particulars Company Name of the Enrollment SAP ID
Details student no.
1. MoA of a Private Limited
Company
2. MoA of a Private Company
3. MoA of a Public Limited
Company
4. MoA of a Public Company
5. MoA of an OPC
6. MoA of a Statutory Company
7. MoA of a Government
Company
8. MoA of an Association not for
Profit
9. AoA of a Private Limited
Company
10. AoA of a Private Company
11. AoA of a Public Limited
Company
12. AoA of a Public Company
13. AoA of an OPC
14. AoA of a Government
Company
15. AoA of an Association not for
Profit
16. INC-1: Application for
reservation of name
17. INC-2: Form for Incorporation
and nomination- OPC
18. INC-6: Application for
Conversion
19. INC-7: Application for
Incorporation of Company
(other than OPC)
20. INC-22: Notice of situation or
change of situation of
registered office and
verification
21. INC-23: Application to Regional
director for approval to shift
the registered office from one
state to another state or from
jurisdiction of one registrar to
another within the state
22. INC-24: Application for
approval of Central
Government for change of
name
23. INC-27: Conversion of public
company into private company
or private company into public
company
24. SH-8: Letter of offer
25. MSC-1: Application to ROC for
obtaining the status of
dormant company
26. MSC-4: Application for seeking
status of active company
27. Prospectus of a company
28. Shelf prospectus of a company
29. Red herring prospectus of a
company
30. Information memorandum of a
company
31. Share Certificate
32. Listing Agreement
33. Underwriting Agreement
34. PAS-3- Return of security
allotment
35. PAS-4- Private Placement Offer
Letter
36. SH3- Register of Sweat Equity
Shares
37. Offer Letter- Rights Issue of
Shares
38. SH-7: Notice to Registrar of
any alteration of share capital
39. SH-6: Register of Employee
Stock Options
40. Table -C (Schedule 1)
Memorandum of association
of a company limited by
guarantee and having a share
capital
41. Table –E (Schedule 1)
Memorandum of association
of an unlimited company and
having share capital
42. Table -F Articles of association
of a company limited by shares
43. Table – G Articles of
association of a company
limited by guarantee and
having a share capital
44. Table – I articles of association
of an unlimited company and
having a share capital
45. Employee Stock Option
Scheme- Draft
46. Maintenance of Register- Form
MBP 2
47. Notice of Annual General
Meeting
INSTRUCTIONS TO STUDENTS
ON ASSIGNMENT SOLVING
3. Please remember that due to the dynamic and rapidly changing global legal environment and
the continuously realigning geopolitical situation, your answers should capture and depict the
current contemporary information.
4. As a student of Law, we encourage you to have a contrary point of view. But, do ensure that
you can provide a logical justification to this view supported by verifiable facts, figures, statutes
and decided cases by various courts.
5. Caution: Remember to provide original answers only as your assignment submissions will be
tested for plagiarism.
6. The broad format of the assignment shall be as follows:
a. Specific example of a company (Indian or foreign, as applicable)/ form as the case may
be;
b. Assessment of the company/ form in accordance with provisions of the Companies Act,
2013 r.w. allied laws, amendments/ordinances, etc;
c. Observations/ analysis of the company/form along with suggestions if any.
Annexure-II
LIST OF TOPICS
2. Submission of synopsis
Synopsis should contain the following:
a. Statement of the Problem
b. Survey of the existing literature
c. Identification of the issues
d. Objective and scope of the research
e. Research Methodology adopted
f. Probable outcome
g. Chapterization
5. The student shall indicate clearly and extensively in his/her project, the following:
a. The source from which referred information is taken
b. The extent to which he/she has availed himself/herself of the work of others and the
portion of the /project work he/she claims to be his/her original work; and
c. Whether his/her project work has been conducted independently or in collaboration with
others.
6. A certificate to the effect that the project work carried out by the student independently or in
collaboration with other student(s) endorsed by the student shall form the part of the
submission for evaluation.
8. All projects submitted by the students will go through the process of plagiarism check through
the anti-plagiarism software. The report produced by the software will necessarily be as per the
standards prescribed by the university. If the report is below standards the supervisor will
reject the project and award zero marks.
Annexure III
*To be submitted in soft copy, CRs to consolidate all and share on or before the stipulated dates.
*Abstract/synopsis/project submitted later than the scheduled date will attract negative marking of
1/2 mark per day.