Format No. QSP/7.1/01.

F01 (C)
IssueNo.04 Rev. No 5 Dated: July 27,2017

UNIVERSITY OF PETROLEUM & ENERGY STUDIES

College of Legal Studies
Dehradun
COURSE PLAN

Programme : Int. BA (LL.B) Energy Laws

Subject : Company Law I
Semester : III
Session : July to December, 2017
Batch : 2016- 2021 B1
Subject Code : LLBL421
No. of credits : 04
Prepared by : Vandana Bakshi
Email : vbakshi@ddn.upes.ac.in

Approved By

____________________ _____________________
Program Head Director, CoLS
Energy Laws

UPES Campus Tel : +91-135-2770137

Knowledge Acres, Kandholi Fax : +91 135-27760904
P.O. Bidholi, Via Prem Nagar Website : www.upes.ac.in
Dehradun -248 007 (U K).
 COURSE PLAN
Subject: Company Law I
Program: Int. BA (LL.B) Energy Laws B1
Duration: July- December, 2017
Subject Code: LLBL 421

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 study of statutes, case law
and regulatory practice relating to Company Law.

B. LEARNING OUTCOMES
By the end of this course:
a) The students will have strong conceptual knowledge of evolution of Company Law in India with
a brief comparative understanding of evolution of English Company Law;
b) The students will be able to appreciate the significance of company as a corporate entity
compared to other form of corporate and non-corporate organizations;
c) The students will be able to demonstrate strong insight of the formation and incorporation of a
company, including the foundational understanding of the general role of promoters;
d) The students will be able to demonstrate the functional knowledge regarding the floatation of a
company with the help of Prospectus;
e) The students will be able to demonstrate foundational and functional understanding of shares
and the incidental provisions related to it;
f) The students will be able to demonstrate the insights of the practices, issues and challenges in
the administration of a company.

The continuous evaluation tools employed are:

a) Snap Tests (20% weightage)
b) Assignment (20% weightage)
c) Project work (including Presentation) (20% weightage)
d) Subject Grand Viva (20% weightage)
e) Attendance (20% weightage)
Program Courses The students The students The students The students The students The students
Specific Intended will have will be able will be able to will be able will be able to will be able to
ISLOs Student strong to appreciate demonstrate to demonstrate demonstrate
for Ba Learning conceptual the strong insight demonstrate foundational the insights of
LLB Outcomes knowledge of significance of the the and functional the practices,
(Hons) evolution of of company formation and functional understanding issues and
Energy Company Law as a incorporation knowledge of shares and challenges in
Laws in India with a corporate of a company, regarding the the incidental the
semeste brief entity including the floatation of provisions administration
r3 comparative compared to foundational a company related to it of a company
understanding other form of understanding with the help
of evolution of corporate of the general of Prospectus
English and non- role of
Company Law corporate promoters
organizations

Students will be
able to explain the
fundamental
concepts of law
with comparative
understanding of
legal systems in
interface with the
Energy Sector
business and
regulation.

Students will be
able to assess the
socio-economic
aspects of energy
sector essential for
law professionals

Students will
demonstrate
effective
application of
skills and
conceptual
understanding of
 law to the issues of
society and of the
Energy Sector.
.

Students will be
able to exhibit
effective Energy
lawyering skills,
employing legal
research, analysis,
rationalisation and
critical-thinking
ability.

Students will
demonstrate
effective oral and
written
communication
skills in the
professional
context.

Students will
demonstrate strong
insight of the
practices, issues and
legal challenges of
the Energy sector.

Students will apply

the laws relevant to
power, oil & gas,
mining, port &
shipping,
infrastructure and
related due
diligence.
Students will
demonstrate
sensitivity towards
ethical and moral
issues and have
ability to address
them in the course
of profession.

Students will
exhibit leadership,
networking and
team building skills
in legal world.

Courses Continuous Continuous Continuous Continuous Continuous Continuous

Intended Evaluation Evaluation Evaluation Evaluation Evaluation Evaluation
Student Tools Tool 1 Tool 2 Tool 3 Tool 4 Tool 5
Learning
Outcomes Snap Tests Assignment Project Subject Grand Attendance
For Viva
LLBL421

The students will have strong

conceptual knowledge of
evolution of Company Law in
India with a brief comparative
understanding of evolution of
English Company Law
The students will be able to
appreciate the significance of
company as a corporate entity
compared to other form of
corporate and non-corporate
organizations
The students will be able to
demonstrate strong insight of
the formation and
incorporation of a company,
including the foundational
understanding of the general
role of promoters
The students will be able to
demonstrate the functional
knowledge regarding the
floatation of a company with
the help of Prospectus
The students will be able to
demonstrate foundational and
functional understanding of
shares and the incidental
provisions related to it
The students will be able to
demonstrate the insights of
the practices, issues and
challenges in the
administration of a company

C. COURSE OUTLINE

Module I: MEANING OF CORPORATION

Theories of Corporate Personality
Creation and Extinction of Corporations.

Module II: FORMS OF CORPORATE AND NON-CORPORATE ORGANIZATIONS

Corporations, Partnerships and other Associations of Persons, State Corporations
Government Companies, Small Scale, Co-operative, Corporate and Joint Sectors

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.

Module IV: PROSPECTUS

Prospectus- Issue - Contents - Liability for Misstatements - Statement in Lieu of Prospectus
Promoters - Position - Duties and Liabilities
Module V: SHARES
Shares - General Principles of Allotment- Statutory Restrictions - Share Certificate its -
Objects and Effects - Transfer of Shares - Restrictions on Transfer - Procedure for Transfer -
Refusal of Transfer- Role of Public Finance Institutions - Relationship between Transferor
and Transferee - Issue of Shares at Premium and Discount Depository Receipts -
Dematerialized Shares (DEMAT)
Shareholder - who can be and who cannot be a Shareholder - Modes of becoming a
Shareholder - Calls on Shares - Forfeiture and Surrender of Shares - Lien on Shares.
Share Capital - Kinds - Alteration and Reduction of Share Capital - Further Issue of Capital-
Conversion of Loans and Debentures into Capital - Duties of Courts to protect the Interests
of Creditors and Share Holders
Dividends-Payment - Capitalization - Profit

Module VI: DIRECTORS

Directors - Position - Appointment - Qualifications - Vacation Office - Removal -Resignation
Powers and Duties of Directors - Meeting, Registers, Loans Remuneration of Directors -
Role of Nominee Directors - Compensation for Loss of Office Managing Directors -
Compensation for Loss of Office - Managing Directors and other Managerial Personnel

Module VII: Meetings - Kinds - Procedure - Voting

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)
Chalk and talk
Presentations (Paper/Group Project)
Random Questioning
Projects
Group Discussion

E. COURSE COMPLETION PLAN

Sessions: 04 lectures of 1 hour each for a 04 credit course
Total hours per week: 04 hours per week
Total no. of sessions: 48

F. EVALUATION & GRADING

Description Weight age Schedule

1. Continuous Assessment 30% Detailed Below

 2. Mid term Exam 20% Academic Calendar

Internal 3. End term Exam 50% Academic Calendar

Assessment: Marks 100 (shall be done based on the following 5 components):

Description Weight age Schedule

1. Continuous Assessment 30% Detailed Below

Continuous Assessment: (Marks 100 - converted to 30) shall be done based on the following 5
components:
S. no. Particulars Weightage
A Two snap tests 20 Marks (02 X10 Marks)
B Assignment 20 Marks
C Project work 20 Marks (Abstract, Synopsis, final draft and viva)
D Subject grand viva 20 Marks
E Attendance 20 Marks

Formula for attendance marks:

67-75 % 0 Marks
75-80% 5 Marks
80-85% 10 Marks
85-90% 15 Marks
90%-100% 20 Marks

Details of Internal Assessment:

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).

d) Subject Grand Viva voce:

Viva-voce would be conducted for each student for evaluating his/her subject knowledge and
practical learning in the class and questions may be based on the research papers/ cases /
projects/ assignments etc.

e) Students are encouraged to review research papers and write/publish papers jointly with the
faculty.

2. Mid- Sem Examination: 20% Weightage

Mid- Sem examination shall be of two hours duration and shall be a combination of objective
questions, short theory questions and problem based questions.

3. End -Sem Examination: 50% Weightage

End-Sem examination shall be of three hours duration. The examination paper shall have
objective questions, short theory questions and problem based questions.

Passing Criterion: minimum 40% of the highest marks in the class

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/Blackboard. All the
assignments preferably should be uploaded on Blackboard. Various research papers/reference
material will be mailed/uploaded on Blackboard from time to time.

G. DETAILED SESSION PLAN

Module Topic Session Readings

I History of Company Legislations- UK
Meaning of History of Company Legislations-
Corporation India
Meaning of Company
Nature and characteristics of
Company
Nature and characteristics of
Company
Theories of Corporate Personality
Lifting of Corporate Veil- statutory
provisions
Lifting of Corporate Veil- judicial
interpretations
Kinds of companies- public
company, private company,
distinction between public and
private company, limited and
unlimited company, OPC
Kinds of companies- small company,
statutory company, registered
company, dormant company,
government company, associate
company, listed company,
Kinds of companies- Associations
not for profit, holding and subsidiary
1 Cases:
2 1. Solomon v. Solomon & Co. Ltd.,
[1895-99] All ER 33 (HL).
3 2. Chiranjitlal Chaudhari v. Union
of India [1951] 21 Comp. Cas. 33
(SC).
4 3. Life Insurance Corporation of
India v. Escorts Ltd., [1986] 59
5 Comp. Cas. 548 (SC).
4. State of U.P. v. Renusagar
Power Co., [1991] 70 Comp. Cas.
6 127 (SC).
5. Heavy Engineering Mazdoor
7 Union v. State of Bihar, [1969]
39 comp. Cas. 905 (SC).
Articles:
1. Frank Evans, What is a
8 Company?, 26 L. Q. Rev. 259
1910.
2. Edwin C. Mujih, Piercing the
corporate veil: where is the
reverse gear?, L.Q.R. 2017,
9 133(Apr), 322-337.
3. Chrysthia N. Papacleovoulou,
 company, illegal association,
unregistered company, body
corporate
Formation and Incorporation of a
company- Promotion
Formation and Incorporation of a
company- Promotion and Pre
incorporation contracts
Registration and Certificate of
incorporation
Formation and Incorporation of a
company- floatation and
commencement of business
II Distinction between company and
Forms of a. Partnerships
Corporate b. Association of persons
and non- c. Cooperative societies
corporate
organizations
Distinction between company and
d. State corporations
e. Limited liability partnerships
f. SMEs
III Memorandum of Association (MoA)-
Law Relating name clause
to Companies MoA- Name clause, registered office
- Public And clause
Private - MoA- Objects clause, Doctrine of
Companies ultra vires, liability clause, capital
Act, 2013 clause
MoA- alteration of name clause,
alteration of registered office clause
MoA- alteration of objects clause,
alteration of liability clause,
alteration of capital clause
Articles of Association (AoA)-
difference between MoA and AoA,
content, Alteration of AoA
AoA- effect of AoA, Doctrine of
Constructive Notice, Doctrine of
Indoor Management
IV Definition, meaning and contents
"Lifting" or "piercing" the
corporateveil in Cyprus: a
doctrine under challenge - an
10 analysis of English and Cyprus
case law, I.C.C.L.R. 2016, 27(4),
11 129-137.
4. Edward Manson, The Evolution
of the Private Company, 26 L. Q.
Rev. 11 1910.
5. Harpreet Kaur, Promoters and
12 Corporate Governance under the
Companies Act, 2013 and allied
Acts in India, 3 J. Nat'l L. U. Delhi
53 2015-2016.
13 Articles:
1. David Milman, Diversity in the
law of business organisations
and social enterprise in the UK: a
2016 overview, Co. L.N. 2016,
387, 1-5.
14
15 Cases:
1. Ashbury Railway Carriage & Iron
16 Co. Ltd. v. Riche, [1875] L R 7 HL
653.
17 2. Royal British Bank v. Turquand,
[1856] 6 E & B 327.
18 Articles:
1. Geoffrey Egert, Legal capacity of
19 Incorporated Associations and
the Associations Incorporations
Act, 1981 (QLD), 8 James Cook
20 U. L. Rev. 39 2001.
2. Chrispas Nyombi, The gradual
erosion of the ultravires doctrine
21 in English company law, Int.
J.L.M. 2014, 56(5), 347-362.
22 Cases:
Prospectus Public offer 1. Sahara India Real Estate Corpn.
Content of prospectus 23 Ltd. v. Securities and Exchange
Statutory requirements Board of India, [2012] 25
Shelf prospectus, information 24 taxmann.com 18 (SC).
memorandum, red-herring 2. Rex v. Kylsant, [1932] 1 KB 422.
prospectus, abridged prospectus,
deemed prospectus Articles:
Misstatement in prospectus- 25 1. Frank Evans, Abridged
liability- civil and criminal Prospectuses, 27 L. Q. Rev. 286
1911.
2. S.M. Solaiman, Statutory civil
liabilities of corporate
gatekeepers for defective
prospectuses in Australia, the
United States, the United
Kingdom and Canada: a
comparison, Comp. Law. 2014,
35(4), 100-122.
V Shares- meaning, kinds 26 Cases:
Shares Shares- kinds, classification of share 27 1. Needle Industries (India) Ltd.v.
capital Needle Industries Newey (India)
Issue of shares- kinds, public issue of 28 Holding Ltd., [1981] 51 Comp.
shares [ICDR, 2009] Cas. 743.
Public issue of shares [ICDR, 2009] 29 2. Bhagwati Developers v. Peerless
Green shoe option 30 General Finance and Investment
ESOS, ESPS, book building 31 Co. Ltd., [2005] 62 SCL 574.
Preferential issue, allotment, 32
Underwriting, buy back of shares Articles:
Issue of shares- at par, premium, 33 1. Vijay Sambamurthi, Recent
discount, sweat equity shares, bonus developments in Indian law:
shares impact on Private Equity
Reduction of capital, call on shares, 34 transactions, 28 Nat'l L. Sch.
forfeiture and surrender of shares, India Rev. 44 2016.
lien on shares
Transfer of shares, transmission of 35
shares
Depositories, depository receipts, 36
dematerialization of shares, re-
materialization of shares, share
certificates
Dividends- Payment, capitalization, 37
profit
VI Directors- Position, qualifications 38 Cases:
Directors Appointment of directors
Appointment of directors (contd.)
Vacation, removal, resignation
Powers of Board of directors,
restrictions of Board of Directors
Related Party Transactions,
Interested director
Managerial remuneration
VII Meetings- requisites
Meetings Annual General Meeting
Extra-ordinary General Meeting,
Class meetings
Board Meeting
39 1. Oriental Metal Pressing Works
40 (P.) Ltd. v. B K Thakoor, [1961]
41 31 Comp. Cas. 143.
42
Articles:
43 1. Madhuryya Arindam, The
Independent Director: Has It
44 Been Indianized Enough?, 6
NUJS L. Rev. 231 2013.
2. Ami Galani and Nathan Rehn,
Related Party Transactions:
Empowering Boards and
Minority Shareholders to
prevent abuses, 22 Nat'l L. Sch.
India Rev. 29 2010.
3. Lord Davies Report on Women
on Boards, February, 2011.
45 Cases:
46 1. B Ramachandra Adityan v.
47 Tamilnadu Mercantile Bank
Shareholders Association, [2010]
48 102 SCL 333.
2. Kerala State Electricity Board v.
Hindusthan Construction Co.
Ltd., [2009] 91 SCL 183 (SC).
Articles:
1. Lisa M. Fairfax, Virtual
Shareholder Meetings
Reconsidered, 40 Seton Hall L.
Rev. 1367 2010.

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. Charlesworths 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 sessions 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.
-----------------------------------------------------------------------------------------------------------------
 Annexure III

CONTINOUS ASSESSMENT SHEET (___________)

Programme
Name Semester
Faculty Name
Subject
Subject Code
Quiz/Class Assignment Project Subject Total
Test/ Snap Work/Case Grand Viva Attendance 100
Test Analysis/ Mark
Court Room s
Enrl. No. Name Exercise
20% 20% 20% 20% 20%
weightage weightage weightage weightage weightage
I II Report /
10 10 Viva /PPT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
 Annexure IV

Course Calendar-July to December, 2017

S. No. Abstract* Synopsis* Project* Assignment Snap Snap Viva/Grand
Test-I Test-II Viva
Date st
of 21 Aug st
28 Aug rd
03 Nov 21 Octst Will be Will be 06th Nov.-
submission notified notified 30th Nov.

*To be submitted strictly on Blackboard.

*Abstract/synopsis/project submitted later than the scheduled date will attract negative marking.