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Lovely Professional University,Punjab

Format For Instruction Plan [for Courses with Lectures and Tutorials ]

Course No. MGT201 Course Title: COMPANY LAW L: 4 T: 1 P: 0 Cr: 5

Course Planner :- 12247 :: Avinash Kaur

TextBook

1. Kapoor, N.D, Company Law, Sultan Chand & Sons, New Delhi

Other Specific Books


2. Bagrial, Ashok K, Company Law, Vikas Publishing House, Delhi.
3. Avtar Singh, Company Law, Eastern Book Company, Lucknow

Other Readings

Sr. No. Jouranls atricles as compulsary readings (specific articles, Complete reference)

4 Board Composition and Performance in Indian Firms: A Comparison, Dipanjan Kumar Dey, Yogesh Kumar Chauhan, IUP Journal of Corporate Governance.
Hyderabad, assessed from-http://proquest.umi.com
5 The role of the board of directors: Perceptions of managerial elites, Gavin Nicholson, Cameron Newton. Journal of Management and Organization

6 Board Structure in Indian Companies: An Empirical Survey, S K Tuteja, Journal of Management Research, New Delhi, Dec 2006. Vol. 6, Iss. 3; pg. 145, 12 pgs

7 "The changing profile of Indian Boards" by Ajay Kumar Garg, Paradigm: The Research Journal of Institution of Management and Technology Vol. XII, No.2,
July-Dec.,09,
8 Corporate governance practices in Indian firms, Hima Bindu Kota, Sarika Tomar. Journal of Management and Organization. Lyndfield: May 2010. Vol. 16, Iss. 2;
pg. 266, 14 pgs, http://proquest.umi.com/
9 Corporate Governance in India: The Case of HDFC Bank, Kirti Ranjan Swain. IUP Journal of Corporate Governance. Hyderabad: Jul-Oct 2009. Vol. 8, Iss. 3/4; pg.
119, 12 pgs
10 Corporate Governance Through Audit Committee: A Study of the Indian Corporate Sector, Rajeev Puri, Ruchi Trehan, Hashima Kakkar. IUP Journal of Corporate
Governance. Hyderabad: Jan-Apr 2010. Vol. 9.
11 "Some inherent challenges to good corporate governance" by N. Balasubramanian, The Indian Journal of Industrial Relations: A review of Economic and Social
Development Vol. 44, No.4, April, 09.
12 "Board independence and Corporate Governance in India: Recent Trends and Challenges ahead" by Jayati Sarkar, The Indian Journal of Industrial Relations,Vol.
44, No.4, April, 09.

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13 Do Corporates Have Social Responsibility? A Case Study of TVS Motor Company, M Indira, V G Siddaraju. IUP Journal of Corporate Governance. Hyderabad:
Jul-Oct 2009. Vol. 8, Iss. 3/4; pg. 131, 8 pgs
14 "Winding Up a Limited Company as an escape from Insolvency" assessed from
http://www.articlesbase.com/small-business-articles/winding-up-a-limited-company-as-an-escape-from-insolvency-1076005.html
15 Voluntary Winding Up of a Company as Per Section-484(1) of Companies Act,1956, assessed from
http://www.articlesbase.com/law-articles/voluntary-winding-up-of-a-company-as-per-section4841-of-companies
16 "Company Law Board & National Company Law Tribunal"- An Analysis", http://www.taxguru.in/company-law/company-law-board-
%E2%80%93-national-company-law-tribunal-%E2%80%93-an-analysis.html#ixzz0te1gH

Relevant Websites

Sr. No. Web adress (only if relevant to the courses) Salient Features

17 http://www.mca.gov.in/ Information regarding Companies Act, 1956, amendments till now & recent
developments in the administration of companies in India
18 http://clb.nic.in/ Official website of Company Law Board

19 http://indiacorplaw.blogspot.com/ Provides general information relating to Indian Corporate Law

20 http://www.madaan.com/incorporateprocedure.html Provides information on the procedure for formation of a company & other
related topics
21 http://www.netlawman.co.in/acts/companies-act-1956 The Net Lawman India provides free information on The Companies Act,
1956
22 http://www.lawteacher.net/company-law/cases/ Includes case laws related to company law topics

23 http://www.legalserviceindia.com/company%20law/companylaw.htm Study material, articles and latest additions related to Company Law in
India
24 http://www.companyformationindia.com/ information on company formation in India, private limited company
registration, public limited company registration, online accounting etc.
25 http://www.vakilno1.com/bareacts/companiesact/companiesacts.htm Provides thorough information on Companies Act, 1956

26 http://www.mca.gov.in/MCA21/ Electronic filing of Forms-Transformational Services of Ministry of


Corporate Affairs
27 http://www.etaxindia.org/2009/08/company-bill-2009-download.html Provides information about New Companies Bill, 2009

28 http://www.bseindia.com/bookbuilding/about.asp Book Building Process

29 http://www.legalserviceindia.com/article/l119-Concept-of-Demat-Shares.html Dematerialisation of Shares

Detailed Plan For Lectures


Pedagogical tool
Chapters/Sections of
Homework to be Demonstration/case
Week No. Lecture No. Topic Textbook/other
Assigned to students study/images/anmation
reference
ctc. planned

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Part 1
Week 1 Lecture 1 Introduction to Companies Act, 1956, Definition & characteristics of a Book :1,Chapter-1 Pg-3 Case Laws
Company, New Companies Bill. ->Reference :17,
->Reference :18,
->Reference :21,
->Reference :25,
Lecture 2 Lifting the Corporate Veil & difference between Company & Book :1,Chapter-1 Pg-7 Case Laws
Partnership ->Reference :23,
Lecture 3 Kinds of Companies: on the basis of Incorporation, Liability, Public ->Reference :1,Chapter-3 Pg- Case Laws
Company & Private Company- Definition & features 32
->Reference :23,
Lecture 4 Distinction between Public & Private company, their conversion and ->Reference :1,Chapter-3 Pg Case Laws
Exemptions & priviledges to a Private company 37
->Reference :24,

Week 2 Lecture 5 Kinds of Companies: Holding & Subsidiary Company, Govt. Company, ->Reference :1,Chapter-3 Pg Case Laws
Foreign Company, Associations not for Profit, One Man Company. 41
->Reference :23,
Lecture 6 Incorporation of a Company- modes, Documents to be filed, ->Reference :1,Chapter-4 Pg
Cerftificate of Incorporation 63
->Reference :20,
Lecture 7 Promoters, Legal Position of a Promoter, Pre-Incorporation Contracts. ->Reference :1,Chapter-4 Pg Case Laws
66
->Reference :24,
Lecture 8 Memorandum of Association- purpose, form & contents ->Reference :1,Chapter-5 Pg HomeWork 1 Allocation Case Laws
75

Week 3 Lecture 9 Alteration of Memorandum ->Reference :1,Chapter-5 Pg Term Paper 1 Allocation Case Laws
81
Lecture 10 Doctrine of ultra vires, effects of Ultra vires transactions & its ->Reference :1,Chapter-5 Pg Case Laws
exceptions 86
Lecture 11 Articles of Association-Model Form, contents & its alteration ->Reference :1,Chapter-6 Pg Case Laws
93
Lecture 12 Articles and memorandum- their relation and distinction, legal effect of ->Reference :1,Chapter-6 Pg Case Laws
Memorandum and Articles. 99

Week 4 Lecture 13 Constructive notice of memorandum and articles, Doctrine of Indoor ->Reference :1,Chapter-6 Pg Case Laws
Management & its exceptions 103
Part 2
Week 4 Lecture 14 Prospectus- Definition & its contents ->Reference :1,Chapter-7 Pg Case Laws
113

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Part 2
Week 4 Lecture 15 Shelf prospectus, Information Memorandum, Red herring prospectus, ->Reference :1,Chapter-7 Pg HomeWork 1
Abridged prospectus 121 Submission

Lecture 16 Misstatements in prospectus and their consequences ->Reference :1,Chapter-7 Pg Case Laws
123
->Reference :25,

Week 5 Lecture 17 Statement in lieu of prospectus, Commencement of Business, ->Reference :1,Chapter-7 Pg Case Laws
Underwriting commission and brokerage 130
->Reference :25,
Lecture 18 Book Building process, concept of dematerialised shares ->Reference :2,Chapter- 24 Pg HomeWork 2 Allocation
578
->Reference :28,
Lecture 19 Shares and share capital: kinds of share capital & its alteration ->Reference :1,Chapter-8 Pg Case Laws
144
Lecture 20 Reduction of Share capital ->Reference :1,Chapter-8 Pg Case Laws
144

Week 6 Lecture 21 Further Issue & reorganisation of Share Capital, Voting Rights ->Reference :1,Chapter-8 Pg Case Laws
150
Lecture 22 Membership in a company: Members Vs shareholders, Modes of ->Reference :1,Chapter-9 Pg Case Laws
becoming members 161
->Reference :23,
Lecture 23 Cessation of Membership, Rights and liabilities of ->Reference :1,Chapter-9 Pg Case Laws
members 165
->Reference :23,
Lecture 24 Register and index of members, Annual Return ->Reference :1,Chapter-9 Pg Quiz 1
168

Week 7 Lecture 25 Borrowing powers, ultra vires and intra vires borrowings. ->Reference :1,Chapter-13 Pg HomeWork 2 Case Laws
249 Submission

Lecture 26 Mortgages and charges, Registration of charges. ->Reference :1,Chapter-13 Pg Case Laws
252
Lecture 27 Debentures and charges: Classes of Debentures. ->Reference :1,Chapter-14 Pg
261
Lecture 28 Revision of Syllabus covered before MTE ->Reference :1,Chapter-1 to 9

MID-TERM
Part 3

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Part 3
Week 8 Lecture 29 Debentures Trust Deed & Remedies to Debenture holders ->Reference :1,Chapter-14 Pg
265
Lecture 30 Creation of charges- Fixed & Floating Charges ->Reference :1,Chapter-14 Pg Case Laws
270
Lecture 31 Corporate Governance: Directors: Director Identification Number ->Reference :1,Chapter-16 Pg HomeWork 3 Allocation
(DIN), their Qualification & disqualification 314
->Reference :23,
Lecture 32 Appointment of Directors, Number of Directorships and Position of ->Reference :1,Chapter-16 Pg Case Laws
Directors 315-B
->Reference :2,Chapter-12 Pg
274
->Reference :23,

Week 9 Lecture 33 Remuneration, Removal & Resignation of Directors ->Reference :1,Chapter-16 Pg Examples
326
Lecture 34 Meetings & Powers of Directors ->Reference :1,Chapter-16 Pg Case Laws
340
Lecture 35 Loans by company to directors and Contracts in which directors are ->Reference :1,Chapter-16 Pg Case Laws
interested, fiduciary duties 337 & 346
Lecture 36 Role and duties of directors in relation to good corporate governance ->Reference :2,Chapter-26 Pg
592
->Reference :11,

Week 10 Lecture 37 Company meetings and proceedings: Meetings of Shareholders- ->Reference :1,Chapter-15 Pg HomeWork 3 Case Laws & Examples
Statutory Meeting 281 Submission

Lecture 38 Annual General Meeting ->Reference :1,Chapter-15 Pg Case Laws & Examples
284
->Reference :23,
Lecture 39 Extraordinaty General Meeting and Class Meetings ->Reference :1,Chapter-15 Pg Case Laws & Examples
286
->Reference :23,
Part 4
Week 10 Lecture 40 Requisites of a valid meeting ->Reference :1,Chapter-15 Pg HomeWork 4 Case Laws
289 Submission

Week 11 Lecture 41 Proxies, Voting and poll. ->Reference :1,Chapter-15 Pg Case Laws & Examples
298
Lecture 42 Resolutions: Kinds of Resolutions ->Reference :1,Chapter-15 Pg Case Laws & Examples
304

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Part 4
Week 11 Lecture 43 Principle of majority rule, Exception to the rule, Prevention of ->Reference :1,Chapter- 21 Pg Case Laws
oppression 443
->Reference :23,
Lecture 44 Prevention of Oppression & mismanagement. ->Reference :1,Chapter- 22 Pg Term Paper 1 Case Laws
450 Submission
->Reference :23,

Week 12 Lecture 45 Remedial actions for prevention of oppression and ->Reference :1,Chapter- 22 Pg Case Laws
mismanagement, Powers of NCLT & Cenral Government 456
->Reference :16,NCLT &
Central Govt
Lecture 46 Winding up: Meaning, Modes of winding up: Winding up by Court, ->Reference :1,Chapter- 24 Pg
Petition 480
Lecture 47 Commencement of Winding Up: Consequences of Winding up order, ->Reference :1,Chapter- 24 Pg HomeWork 4 Case Laws
Procedure- Liquidators in winding up 493 Submission
->Reference :2,Chapter- 21 Pg
530
Lecture 48 Statement of affairs to be made by official Liquidator, Committee of ->Reference :1,Chapter- 24 Pg Quiz 2 Case Laws
Inspection & General Powers of Court 503
->Reference :2,Chapter- 21 Pg
533

Week 13 Lecture 49 Voluntary winding up: circumstances and Consequences of winding ->Reference :1,Chapter- 24 Pg Case Laws
up. 512
->Reference :2,Chapter- 21 Pg
541
->Reference :15,Journal
Article
Lecture 50 Kinds of Voluntary winding up: Member's and Creditor's ->Reference :1,Chapter- 24 Pg Case Laws
514
->Reference :2,Chapter- 21 Pg
543
->Reference :14,Journal
Article
Lecture 51 Liquidators in Winding Up & winding Up subject to supervision of ->Reference :1,Chapter- 24 Pg Case Laws
Court 519
->Reference :2,Chapter- 21 Pg
550
Lecture 52 Revision of Whole Syllabus ->Reference :1,All chapters
covered
->Reference :22,Case Laws

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Spill Over
Week 14 Lecture 53 Corporate Social Responsibility-meaning & benefits of CSR ->Reference :13,Journal article

Lecture 54 Depository System ->Reference :2,Chapter-25 Pg


584

Details of homework and case studies plan


Nature of homework
Homework No. Topic of the Homework (group/individuals/field work

Homework 1 CASE ANALYSIS on the topics: Characteristic of a Company, Formation of company, MOA and Individual
AOA. 15 cases are given to all the students related to the above mentioned topics & test based
on the cases will be taken in Tutorials. Evaluation is 5 Marks for Write up & 10 Marks for Test
based on HW.

Homework 2 CASE ANALYSIS on the topics: Prospectus of a company, Share Capital and Membership in Individual
Company. 15 cases are given to all the students related to the above mentioned topics & test
based on the cases will be taken in Tutorials. Evaluation is 5 Marks for Write up & 10 Marks for
Test based on HW.

Homework 3 CASE ANALYSIS on the topics: Borrowing powers and charges, Debentures and Company Individual
Management. 15 cases are given to all the students related to the above mentioned topics & test
based on the cases will be taken in Tutorials. Evaluation is 5 Marks for Write up & 10 Marks for
Test based on HW.

Homework 4 CASE ANALYSIS on Company Meetings & Proceedings, Prevention of Oppression and Individual
Mismanagement. 15 cases are given to all the students related to the above mentioned topics &
test based on the cases will be taken in Tutorials. Evaluation is 5 Marks for Write up & 10 Marks
for Test based on HW.
*Normally all the homeworks shall be submitted online but in special courses where homeworks cannot be submited online , the insructor can edit the mode of submission while
entering the IP Details

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Scheme for CA:out of 100*
Component Frequency Out of (If any) Marks for each Total Marks

Homework 3 4 15 45

Quiz 2 15 30

Term Paper 1 25 25

Total :- 100

* In ENG courses wherever the total exceeds 100, consider x best out of y components of CA, as explained in teacher's guide available on the UMS

List of suggested topics for term paper[at least 15] (Student to spend about 15 hrs on any one specified term paper)
Sr. No. Topic
1 Study the New Companies Bill and analyse whether it is good enough?
2 Make a comparative analysis of two corporate business houses in context of Corporate Social Responsibility.
(may be given to multiple no. of students by allocating different corporate houses)
3 Study the concept of IPO & discuss it's implication with respect to the company assigned.(may be given to
multiple no. of students by allocating different companies)
4 Discuss the role of SEBI and other regulatory bodies in relation to corporate law.
5 Study the procedure of dematerialization of shares in detail.
6 Study and analyse the impact of globalization on the corporate governance in India.
7 Study and analyse the recent case of buy back of shares by a company and its consequences.(may be given
to multiple no. of students by assigning such companies).
8 Study & analyze the codes of corporate governance & ethics with respect to the organisation. (may be given
to multiple no. of students by allocating different companies)
9 Choose and study in detail the case of such companies, which have defrauded their stakeholders.(may be
given to multiple no. of students by allocating different companies)
10 Study & discuss the corporate governance system of a country & compare it with india.
11 Examine the function of corporate values in today's corporations.
12 Study and analyse the issue of CRM i.e. 'Corporate Reputation Management' with a strategic twist.
13 Discuss the role & initiatives taken by Ministry of Corporate Affairs in relation to corporate law.
14 Study and analyse the impact of major stock markets scams on Indian Stock markets.
15 Study and analyze the Board structure of Indian Companies.

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Plan for Tutorial: (Please do not use these time slots for syllabus coverage)

Tutorial No. Topic Type of pedagogical tool(s) planned


(case analysis,problem solving test,role play,business game etc)

Tutorial 1 Introduction to Companies Act, 1956. & New Companies Bill Discussion -Ref. 25 & 27

Tutorial 2 Emerging areas in Company Law & E-filling of Forms Reference 17 & 26

Tutorial 3 Characteristics of a Company, its formation, Memorandum of Discussion & Doubt Clearing
Association and Articles of Association.

Tutorial 4 Test of HW-1 on the topics Characteristics of a Company, its Test


formation, Memorandum of Association and Articles of
Association.
Tutorial 5 Discussion on Current Issues in Corporate Sector Reference 17 & 23

Tutorial 6 Prospectus, share capital and Membership. Discussion & Doubt Clearing Session

Tutorial 7 Test of HW-2 on the topics Prospectus, share capital Test


and Membership.

After Mid-Term
Tutorial 8 Corporate Governance: Discussion of Journal articles-Reference 8 Case analysis
&9

Tutorial 9 Borrowing Powers, Debentures & charges and Company Discussion & Doubt Clearing session
Management

Tutorial 10 Test of HW-3 on the topics Borrowing Powers, Debentures & Test
charges and Company Management

Tutorial 11 Corporate Governance & Board of Directors- Class presentations 5 minutes presentations by Students
by Students on Cases & Journal articles ref. 4,6,7,10,11 & 12

Tutorial 12 Test of HW-4 on the topics Company Meetings & Resolutions and Test
Prevention of Oppression and mismanagement.

Tutorial 13 Winding up of a company- case laws Discussion & Doubt clearing Session

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