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Teaching Plan

Company Law I

Semester V
Batch 2016-21

By
Dr. Neeti Shikha
Sonakshi Kumar

Academic Year 2018-19


(Session: July 2018- October 2018)

Symbiosis Law School, NOIDA Symbiosis


International (Deemed University), Pune
1. INTRODUCTION

The objective behind teaching the “Company Law I” is to benefit the


students with comprehensive and holistic knowledge of Company Law. The
subject introduces the students to the company law jurisprudence - the
Corporate Model of doing a sustainable business in this competitive market
environment. The recently enacted Companies Act 2013 (the “2013 Act‟) is a
landmark legislation and is likely to have far-reaching consequences on all
companies operating in India. While a part of the 2013 Act has already become
effective, the Rules are also effective for the sections which have been
implemented. This important legislation, that has been in the making for over
10 years, started off as an effort in 2004 by the then government to make
changes in Indian corporate law in the context of the changing economic
and business environment and to make Indian corporate environment more
transparent, simple and globally acceptable.

Since then, as this legislation has taken final shape, it has been influenced
significantly by other recent developments in the corporate sector, especially
those where stakeholder interests seemed to be compromised. The
erstwhile Companies Act 1956 (the “1956 Act‟), which had been in existence for
over fifty years, appeared to be somewhat ineffective at handling some of these
present day challenges of a growing industry and interests of an increasing
class of stakeholders. Learning from these experiences, the 2013 Act
promises to substantively “raise the bar on governance‟ and in a
comprehensive form purports to deal with relevant themes such as investor
protection and fraud mitigation, inclusive agenda, auditor accountability,
reporting framework, director responsibility and efficient restructuring.

The students will learn evolution and benefits of the concept of `Corporate`
form of social and economic activity, incorporated business associations,
steps and procedures of formation, constitution and powers of the
Company and Directors and other Actors
Mechanisms of mobilization of resources from public or private by Companies
besides Indian Banks (which are generally not a Company`) and Financial
Institutions, historical significance thereof, will be an interesting turning point of
company law jurisprudence. Concept of borrowing of moneys by a
Company, creation and perfection of a security in favour of the creditor will also
provide the students to a spectrum of corporate activities. It is increasingly
being recognized that the framework for regulation of corporate entities has to
be in tune with the emerging economic scenario and ICT (information and
communication technology) driven business environment, encourage good
corporate governance and enable protection of the interests of the Stake
holders. The students will be exposed to new Companies Act, 2013 and
also the provisions which have been enacted along with recent changes in the
Act.

2. LEARNING OBJECTIVES (Knowledge, Skills and Outcomes)

A. Knowledge

The main aim of the course is to expose the students to a learning platform of
Company Law in the “sovereign vacuum” created by gradual withdrawal of the
Central in Government from many areas of corporate operation and
entrustment of the same to Regulator. In these dynamic market-centric
economic activities, the basic principles guiding the operation of
corporate entities from incorporation to winding is a single, comprehensive,
centrally administered frame work. The predominant intent of this subject
paper is to provide the students of law a strong foundation of dynamics of
Company Law and expose them to the realities of changing economic legislations.

B. Skills
The overall objective of this undergraduate course is to inculcate you with the
following set of skills: general cognitive intellectual skills; general
communicative/ employability skills; and subject specific skills.

Cognitive
Company Law I will demand that students have the capacity to demonstrate insight in
presenting materials drawn from a wide and sometimes contradictory range of
primary and secondary sources and doctrinal commentary; and to demonstrate
an ability to produce a synthesis of those materials that offers a personal and
informed criticism.

Employability
Company Law I will demand that students have the capacity to be able to write and
use orally fluent and complex prose; using legal terminology with scrupulous care
and accuracy.

Subject Specific
Company Law I will demand an ability to identify and select key relevant issues and to
apply that knowledge with clarity to difficult situations of significant legal complexity; to
analyse facts and to produce well supported conclusions in relation to them.

A. Outcomes
Two key skills will be highlighted by this course (a) case synthesis/problem solving
and (b) independent research. These skills will be central to your success in
completing this course‟s scheme of assessment.

Case Synthesis/Problem solving:


In preparing for tutorials, you will be asked to read analysis and synthesize a number
of cases. You will also be asked to use that knowledge to support your answer
to a number of hypothetical, factual or problem scenarios. In preparing
properly for tutorials, you will be preparing properly for the end of term
assessment.

Independent research:

In preparing for the course work assignment, particular emphasis will be placed on
independent learning i.e., the ability to take initiative in the design (individualized
approach or plan of action) and research (external legal and non-legal sources)
of the stated project. The course work in question is deliberately
broadly drawn, and is designed to challenge you in this regard.
Final Outcome
Assessment is by compulsory coursework examination (Including Internal 40% and
External Assessment 60%) under the auspices of the Symbiosis International
(Deemed University).

2. LECTURES

A. Times and Attendance


Three lecture times have been set aside for this course for B.A LL.B and BBA LLB.
Verify it from the timetable assigned for each division. Lecture outlines, principally in
the form of PowerPoint slides, will be made available in “The Library‟ on “Curiosity‟
Portal at https://slsnoida.curiositylive.com. In addition, Session Plan/ Course material
will be also provided continuing suggested reading such as Books; Journals; Articles
and cases as decided by the Judiciary related to the Course. To facilitate your
understanding of these lectures, you should always read at least the relevant pages
of suggested readings in advance of each lecture.
As per Symbiosis International (Deemed) University Regulations, please note,
“Students are expected to attend minimum 75% of all scheduled sessions and
other formsof instruction as defined by the programme of study.” You are
notified that two online sessions with the help of “Banyan Tree @Curiosity‟ will
be conducted for Tutorial I and II. We will be expecting your response/ answer/
reply within stipulated time given. Those, who will respond/answer / reply within
stipulated time given, will be granted attendance for one lecture each. This
activity is compulsory for all and attendance so granted will form part of the
total attendance.

The student will not be eligible to appear for the examination if he / she fail to put in
the required attendance. The students can update themselves of their attendance
daily online in Attendance on “Curiosity‟ Portal at https://slsnoida.curiositylive.com
B. Notifications

Learners are informed that notice/s, if required, with respect to Academic-


Administration, either by Course-in-Charge or Faculty-In-Charge, Academic
Coordination will be sent using ‘Owl@Curiosity’. No notifications will be published
by Course-in-Charge/Faculty-In-Charge, Academic Coordination or Learner using
‘Library@Curiosity’. You are required to keep yourself duly informed .

C. Lecture Outline

Week Lecture Topics

Lecture-1 Discussion of The Teaching Plan Syllabus Preview


Lecture-2
Week 1
Discussion on projects
Lecture-3
04/07/18
Lecture-4 Topic 1 – Introduction to Companies and Company
Jurisprudence Various Business Structures and
Company as favored form of business Different
stakeholders in a company and interest of stakeholders
in companies

Week 2 Lecture-5
Various Business Structures and Company as favored
09/07/18 form of business Different stakeholders in a company
and Relationship of Public Administration with

other social sciences.

Lecture-6
Lecture-7 History of Company legislation -U.K., India Companies
Lecture-8 Act from 1956 till date Companies Act from 1956 till date
Week 3
Lecture-9
16/07/18
Lecture-10 Major amendments in Companies Act ,2013 Overview
Lecture-11 of Act,2013 with special emphasis on paradigm
Week 4
Lecture-12 conceptual shift along with factors
23/07/18
Overview of Act, 2013 with special emphasis on
Lecture-13 Topic 2 – Corporate Personality Features of a corporate
Lecture-14 personality.
Week 5
Lecture-15
30/07/18 Lifting of Corporate veil

Lifting of Corporate veil


Lecture-16 Topic 3 – Formation of Company Promotion; Promoter –
definition & Nature of Contracts Rights/Liabilities of
Week 6
promoter and Types and form of Companies
06/08/18
Critical significance of market-centric definition

Lecture-17
Lecture-19 Types & Forms of Companies
Lecture-20
Week 7 Lecture-21 Documents to be prepared- Memorandum of
Association, significance & Clauses Amendment of
13/08/18
clauses of Memorandum of Association

Articles of Association, Declarations and other


documents
Doctrines of ultra vires and Constructive Notice and
Indoor Management
Week 8
Lecture-22
20/08/18 Lecture-23 Effect of Registration of Memorandum and Articles of
Association

Lecture-24
Lecture-25 Commencement of Business
Lecture-26
Week 9 Lecture-27 Topic 4 :Formation of Capital Kinds of Share Capital &
Buy Back Reduction of Share Capital
27/09/18
Variation of rights of shareholders and reduction of

share capital

Lecture-28 Forfeiture and Surrender of Shares-

Week 10 Secretarial Standards on Forfeiture of Shares (SS 9)


Kinds of debentures- Overview of Issue of Debentures
03/09/18 Lecture-29
Lecture-30 and Security creation and Perfection
Lecture-31 Allotment and listing of securities
Lecture-32
Lecture-33 The depository system and dematerialization of shares

Week 11
Transfer and Transmission- Secretarial standards on
10/09/18
Transfer and Transmission S S-6
Lecture-34 Forfeiture and Surrender of shares
Lecture-35
Week 12 Lecture-36 Membership in a company- Rectification of Register of
Members
17/09/18

Public Deposits
Lecture-37 Topic 5: Securities Offer Documents- Public & Private
Lecture-38
Lecture-39 placement; Offer or invitation for subscription of
Week 13
securities on private placement Power of SEBI to
24/09/18
regulate issue of Securities Type of Offer documents

– Prospectus, Red Herring Prospectus, Shelf


Lecture-40 Global Depository Receipts Indian Depository Receipts
Lecture-41
Week 14 Lecture-42
Topic 6 –Divisible Profits and Dividends Concept of
01/10/18
profit and divisible profits

Lecture-43 Kinds of dividend and their declaration


Lecture-44
Week 15 Lecture-45 Sources; Statutory provisions; Listing Agreement and
Secretarial Standards on Dividends S S- 3
08/10/18
Topic 7 – Registration of Charges

Lecture-46 Secured borrowings Mortgages, Nature and Types


Lecture-47
Lecture-48 (from Company Perspective)
Week 16

15/10/18 Fixed and Floating Charges & Registration and


Perfection of charges – Register of charges
Lecture – 49 Interface with SARFAESI Act; Powers of ROC Interface
with SARFAESI Act; Powers of ROC Revision
Week 17

22/10/18 Lecture – 50

3. READING ANDMATERIALS

A. Textbooks
• Singh Avtar, Company Law, EasternLawPublication,19thedition(2014)
• Ramaiya A., Guide to Companies Act, Lexis Nexis Butterworth,
Wadhwa 18thEdition,(2014)
• Mazumdar A.K. &KapporG.K.,Company Law & Practice,Taxmann,(2011)
• Kapoor N.D, Elements of Company Law, Sultan Chand(2012)
• Palmer, Palmer's Company Law, Sweet &Maxwell(2004)
• Bhandari M.C., Guide to Company Law Procedures, Wadhwa, 18thEdition (2003)
• Gower, L.C.B., Principles of Modern Company Law, Stevens & Son, London (2007)

B. Prescribed Legislations
Companies Act-2013 have been enacted along with Rules. Each chapter has its own
rules (29 chapters and 29 chapter rules) and most of the act is in the form of rules
only. The Act is future oriented as the rules can be modified at any point of time.

Note
1. The above list is indicative and not exhaustive.
2. Earlier editions of a number of the above texts might also be available and
can be consulted.
3.
These text were selected because they provide in one volume a combination of text,
cases and materials, designed to be read as a whole i.e., a “one-stop shop”.
Nevertheless, the text provides the basic reading for the course only. Once you start
reading about the course and the relevant books, there is a multiplier effect of each
subsequent text that you read on the subject.

It is creditable if you, in respect of the proper use of independent research and study,
follow up in the Library some of the case studies, articles or other material referred to in
the prime textbook or in class – or even to do some research of your own. A good
resource to use is online databases such as MCA Website, SCC Online, Manupatra,
WestLaw India, Hein- On-line, JSTOR, Web of Science, Science Direct, SCOPUS, Frost
& Sullivan, Kluwer Database, Ebrary, Emerald and EBSCO.

5. ASSESSMENT COURSEWORK =100%


You will be examined in this course by Internal (40%)and External Assessment (60%).
Internal examination will be conducted for 40 marks. It will include two tutorials (10
marks each) and a Research Project (20 marks). The Symbiosis International (Deemed
University) for 60 marks will conduct external written examination. It consists of ten
objectives (2 mark each =20 marks) and 4 subjective questions 10 Marks each with an
alternative (40 marks). In the Internal Examination, about 50% coverage shall be on the
viva portion also where it will be tested that how the student has done the project and to
make sure that student knows the progress.

6. PROJECT/TUTORIAL
A. Tutorial/ Project Time table
There will be two tutorials. Both the tutorials will be a “Cases and
Problems/Questions”. Each tutorial will carry 10 marks each (Total=20 marks). Each
student will attempt it on all occasion.The students shall be given a project which
shall be practical oriented with usage of best corporate practices and international
practices. It shall be seen in the project as to how the student has understood the
practical aspects of the company law.
"Note: The project topics will be uploaded at Library@Curiosity by 10th July
2018."
The timetable of the tutorials and research project is as follows:

Tutorial:

Tutorial Tutorial Date Result Date Topic


Topic 1 & 2
August 08, August20 Introduction to companies and
First 2018 2018 Company Jurisprudence.
Tutorial
Corporate personality, Promoters
September 12, September 22, Topic 3 to 5
Second 2018 2018 Formation Of Companies and
Tutorial Formation of Capital and
Securities offer Documents.

Project:

Project Interim Final


Result
Assignment Submission Submission

July 10, 2018 August 01, 2018 August 30,2018 September 26, 2018

Tutorial – Online Preparation Sessions @Banyan Tree


Ist Session IInd Session
Posting Reply Posting Reply

Date Time Deadline for Date Time Deadline for


Reply Reply

August 3,
August 1, September 7, September 9,
5:00 p.m. 2018 5:00 p.m.
2018 2018 2018
23.59.59 pm.
23.59.59 pm.
Schedule of the Viva-voce is following:

Viva- Voce

Date Division Roll Numbers Time


03/09/2018 B 1 to 20 2:00-5:00pm
04/08/2018 B 21 to 40 2:00-5:00pm
05/09/2018 B 41 onwards 2:00-5:00pm
19/09/2018 C 1 to 20 2:00-5:00pm
20/09/2018 C 21 to 40 2:00-5:00pm
21/09/2018 C 41 onwards 2:00-5:00pm
24/09/2018 A 1 to 20 2:00-5:00pm
25/09/2018 A 21 to 40 2:00-5:00pm
26/09/2018 A 41 onwards 2:00-5:00pm

B. Tutorial & Presentation Skills


The tutorials will give you an opportunity for assessing your learning of Company Law I,
its interface with relevant provisions of SEBI Act 1992 and Regulations made there
under as well as Secretarial Standards. Tutorials also provide you with an opportunity to
develop written skills of presentation and reasoned argument. Lack of preparation and a
low attendance will mean that you will fail to make the most of the learning opportunities
provided by these tutorials. In order to achieve the two stated skills objectives i.e.
Presentation and problem solving skills, two tutorials are scheduled in this semester.

1. Tutorial - Cases and Open problems/questions


Students are asked to pay particular attention to the technique of the dealing with
Company law problems because the principal focus of a written test will be on recent
situations on the Law more particularly of a listed company. It must be noted by each
learner that the Companies Act-2013 has proposed major shift in the jurisprudence of
companies. The class room deliberations will encompass specific reference to the
proposed clauses of the Companies Act-2013 besides the relevant Secretarial
Standards.
Further, as recommended by the said Bill 2012, the learners shall also be exposed to
SEBI Act 1992 and Regulations made there under wherever they are applicable. The
questions in the examinations, Tutorials I & II as well as End-term examination shall
be set accordingly. It must be noted by all the students.

C. Research Project
Research project is aimed at improving the writing, research, and communication and
presentation skills to make students learning academically more challenging and
rigorous than standard lecture and test format courses. It also aims at promoting
scholarship in this significant field of law, which has gained much momentum in practice
but often lacks solid theoretical underpinnings due to lack or inadequacy of statutory
provisions. It further aims to enhance learning capability by research amongst the
learners, creative a forum for enhancing a greater dialogue between the scholarly
community, policymakers and practitioners. You will submit one bound copy of the
Project along with the hard copy of the approved interim submission (original) the
details about the rules of submission are annexed with this document. (Refer to
Annexures)

7. ADMINISTRATIVE ARRANGEMENTS
The course in- charge for Company Law I is Dr. Neeti Shikha. Should you have any
problems with your work, please see me in the first instance.

8. OFFICE HOURS AND CONTACT INFORMATION


Please contact Dr.Neeti Shikha via her e-mail neeti@symlaw.edu.in.
Annexure ‘A’

Front Page and Cover


Title of the project
(centered on two or more lines)

Submitted by
Name of the candidate
------------
Class........... Programme of Study……Division.... Roll No.......

Symbiosis Law School, NOIDA


Symbiosis International (Deemed University)

In Month, year

Under the guidance of


Name of Guide
-----------------------------------

Designation and official address of Research Guide

---------------------------------------------------------
Appendix ‘B’– Certificate

The project entitled “……………………." submitted to the Symbiosis Law School,


NOIDA for Company Law I as part of internal assessment is my original work
carried out under the guidance of---------------------------from-------------------to ---------

The research work has not been submitted elsewhere for award of any
publication or degree. The material borrowed from other sources and
incorporated in the work has been duly acknowledged. I understand that I myself
could be held responsible and accountable for plagiarism, if any, detected later
on.

Signature of the
candidate Date
Annexure C “BIBLIOGRAPHY”

The Bibliography should contain a list of all the books, journals, articles and
pamphlets that the researcher has consulted during the course of the study. It
should be arranged alphabetically. The entries in the bibliography should be
made adopting the Harvard APA Referencing System.