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CORPORATE LAW II

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.

Corporate Law plays an important role in any law school and

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

THE COURSE OUTLINE

MODULE 1 CORPORATE MANAGEMENT


1. Directors Concept and Meaning
2. Legal position
3. Kinds of Directors, Shadow Directors, De-jury/De-facto Directors, Nominee
Directors
4. Independent Director- relevance, code of ethics
5. Qualification, Appointment and Removal
6. Powers, Duties and Liabilities
MODULE 2. CORPORATE ABUSES
1.
2.
3.
4.
5.
6.

AND

REMEDIES

Majority Powers and Minority Rights


Principle of Non-Interference (Rule established in Foss v Harbottle)
Protection against Oppression
Protection against Mismanagement
Investigation Powers
Role of Central Government

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

CORPORATE SOCIAL RESPONSIBILITY

1. Corporate Governance Basics and Concept


a) Corporate Governance The need for Regulation
b) Evolution, scope and relevance
c) Principles, policies and Best Practices
d) Position in India
2. Corporate Social Responsibility Meaning, Concept and Relevance
a) Historical Backdrop
b) Position in India
c) Challenges faced in the evolution
d) CSR and Companies Act 2013

STATUTES & SEBI REGULATIONS TO BE REFERRED

1.
2.
3.
4.
5.
6.

Companies Act 2013


Companies Act, 1956
Securities and Exchange Board of India Act, 1992
(Issue of Capital and Disclosure Requirements) Regulations, 2009
Depositories Act, 1996
Securities Contract Regulation Act, 1956

BOOKS

TO BE REFERRED

1.
2.
3.
4.
5.
6.

150 Leading Cases , Company Law ,Chris Shpherd


Avtar Singh, Company Law
C.R.Dutta on The Company Law, by Kamal Gupta
Charlesworth& Morse, Company Law
Company Law , The Institute of Company Secretaries of India- Paper 5
Dr. J.C.Verma; Corporate Mergers Amalgamations & Takeovers-Concept, Practice
& Procedure
7. Dr. K.R.Chandrate; Corporate Restructuring
8. Ernst & Young, Master Guide to Mergers & Acquisitions in India Tax and
Regulation
9. Gower & Davies, Principles of Modern Company Law
10. ICSI; Handbook on Mergers Amalgamations and Takeovers-Law and Practice
11. J.Fred Weston, Chung, KwangS.
Restructuring and Corporate Control

and

Hoag,

Susan

E.,Mergers,

12. K. Majumdar, Dr. G. K. KapoorCompany Law & Practice, Taxman


13. K.R. Sampath, Law and ProdureFor Mergers, Amalgamations, Takeovers
& Corporate Restructure. Mumbai
14. K.R. Sampath; Law and Procedure for Mergers/Joint Ventures Amalgamations
Takeovers & Corporate Restructure
15. Len Sealy & Sarah Worthington, Cases and Materials in Company Law.
Oxford University Press
16. Nicholas Bourne, Principles of Company Law
17. Palmer, Company Law
18. Pennington, Company Law
19. Ramaiyya, Guide to Companies Act, 1956
20. Ravi &Puliani Mahesh , Manual of Companies Act & Corporate Laws:
Including SEBI Rules, Regulations, Puliani,
21. S. Ramanujam; Mergers et al- Issues Implications and Case Law in Corporate
Restructuring,
22. Sridharan&Pandian; Guide to Takeovers and Mergers
23. T.P. Ghosh, Companies Act 2013
24. Taxmanns Companies Act 2013.

1.
2.
3.
4.

IMPORTANT COMMITTEE REPORTS


Kumar Mangalam Birla Committee
Naresh Chandra Committee
N.R. Narayan Murthy Committee
Irani Committee
Note: Apart from the cases that have been mentioned above, the students are
also advised to take note of the other cases mentioned in the books and
discussed in the class.