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BBA/BALLB Semester: VI
CORPORATE LAW
INSTRUCTOR CONTACT INFORMATION
Faculty Name : Alqama
Faculty University Address: Glocal Law School
Email : alqama@theglocaluniversity.in
Departmental Website : https://www.glocallawschool.ac.in
Office Hours : Monday to Saturday 9 AM to 5 PM
COURSE INFORMATION
Prerequisite : Basic knowledge Law.
Course Level : UG
Credits : 4 (5 Lectures per Week + 1 Tutorial Class for Projects)
Teaching Method : Explanations by the Instructor
: Group/Pair Work
: Class Discussion
: Assignments
: Presentations
: Visiting Library
BBA/BALLB Semester: VI
CORPORATE LAW
COURSE DESCRIPTION
Corporate laws deal with promotion and constitution of corporation, consequences of incorporation, financial structure including prospectus, allotment of shares and Certificates, Membership, Depositories, Transfer/Transmission of shares and debt finance. The course as part of the Company Law paper is designed with an aim to give the students functional understanding of Company and LLP formation as well as registration procedures, corporate finance and Adjudicatory Mechanism under the corporate laws. The approach in studying Company Law shall be critical, evaluative and comparative while the standard shall be comparable to the best of national law schools. To develop an understanding of the formation, registration of companies and regulation of companies, relevant provisions of the Companies Act, 1956, including schedules, rules, departmental circulars, clarifications and notifications made thereunder, their interpretation through decided case laws, scholarly theoretical material, journal review articles, post independence corporate law developments including the review of company law by the JJ Irani Committee and the Limited Liability Partnership Act, 2008 would form part of the study material which are listed under the specific modules in the following pages. In addition to the Companies Act, 1956, relevant provisions of legislations relating to securities market and foreign exchange management also would be discussed in brief.
OBJECT OF THE COURSE
The primary goal of this course is to familiarize the students with the basics of company law and to provide insight into the formation and incorporation of the company, management and governance and winding up the company.
OBJECTIVES OF THE COURSE
At the conclusion of this course students will be able to approach a factual scenario, and analyze how the company is governed. Students will also be able to discuss any defences available to all parties and the appropriate remedies. The main objectives of this course are:
- To understand the historical development of corporation & regulation of the company.
BBA/BALLB Semester: VI
CORPORATE LAW
The performance of the students on this course is assessed on the basis of 100 marks. The overall assessment of 100 marks is divided as under: [1] Internal Assessment (30 Marks) Assessment Mode Marks Written Submission 5 Mark Presentation 10 Marks Class Tests 10 Marks Attendance 5 Marks Total 30 Marks [2] Mid Semester Examination (20 Marks) [3] End Semester Examination (50 Marks) Written examination of 20 Marks will be conducted in the middle of a Semester and written examination of 50 Marks will be conducted at the end of the semester. The majority of the questions will be problem based. This is to check the in-depth knowledge and analytical & lawyering skills of the students in the subject.
GROUP WORK
You will have the opportunity to work with a small group of four students from class to do the assigned work and share your conclusions and observations through presentation before the class with the instructor and other students. At the end of the semester the group members will submit a research paper which should be of publishable quality.
TIMELINESS
Due dates and times for both the research and the writing assignments are strict. Extensions will not be granted except in the case of a genuine emergency such as a
BBA/BALLB Semester: VI
CORPORATE LAW
significant, verifiable illness. You must make the request for an extension as soon as you know of the emergency.
PLAGIARISM
Students of School of Law are subject to the Glocal Student Policies and Procedure Manual. Plagiarism is explicitly defined in that publication. Any student caught in this malpractice will be liable for strict punishment. Students will receive a handout explaining academic plagiarism more fully.
LECTURE PLAN
MODULES TITLE
NUMBER OF
LECTURES
MODULE- I Company, Its Nature and Scope SEVEN LECTURE
MODULE-II Formation & Incorporation of a Company^ EIGHT LECTURE
MODULE-III Prospectus, Share, & Debenture^ TEN LECTURES
MODULE- IV
Management & Administration of a Company
NINE LECTURES
MODULE-V Winding up of Company^ SIX LECTURES
COURSE CONTENT
BBA/BALLB Semester: VI
CORPORATE LAW
D. Prabir Kumar Misra v. Ramani Ramaswamy.(2010)104 SCL 174 E. Weavers Mills Ltd. v. Balkies Ammal ( AIR 1969 Mad 462) F. K. Leela Kumar v.Govt. of India. G. Evans v. Brunner Mond and Company (1921). H. V.B. Rangaraj v. V.B. Gopalkrishnan and ors.(1992) I. Kinetic Engineering Ltd. v. Sadhna Gadia (1992) .
MODULE-III: PROSPECTUS, SHARE & DEBENTURE
A. Prospectus: meaning, formalities of issue od prospectus- misrepresentation of prospectus. B. Share: meaning, types of share and transfer of share. C. Debenture: meaning, types charge fixed and floating and crystalisation of floating.
Referred Cases
JK Industries Ltd. v. Union of India, [2007] 80 SCL 283. Kumaran Potty v. Vinod Pharmaceuticals & Chemicals Ltd., [1996] 2 Comp. L.J. 288 (Ker) Life Insurance Corporation of India Ltd. v. Escorts Ltd., [1986] 59 Comp. Cases 548. Mathrubhumi Printing and Publishing Co. Ltd. v. Vardhaman Publishers Ltd. and Ors., [1992] 73 Comp. Cases 80 (Ker) R.T. Perumal v. H. John Deavin, AIR 1960 Mad 43. Rajdhani Grains and Jaggery Exchange Ltd., In Re, [1983] 54 Comp. Cases 166 (Delhi). Royal Bank of Scotland plc. v. Sandstone Properties Ltd [1998] 2 BCLC 429 Ruben v. Great Fingall Consolidated [1906] AC 439 S.L Bagri v. Britannia Industries Ltd., [1980] Company Law Board.
BBA/BALLB Semester: VI
CORPORATE LAW
S.M. Haji Abdul Haye Sahib v. KNS Haji Shaikh Abdul Kader Labhai Sahib Ltd. [1997] 26 CLA 304. (CLB)
MODULE-IV: MANAGEMENT & ADMINISTRATION OF COMPAN
A. Director: appointment, qualification and types. B. Director’s position, power and function. C. Duties and liabilities of director. D. Meeting: kind and requisite of a valid meeting.
Referred Cases
Barron v. Potter (1914)Ch 895. Pioneer Motor (P)Ltd. v. Municipal Council, Nagercoil (AIR 1967 SC 684) CIT v. Dalmia Investment Co. Ltd. (1964) 52 ITR 567 (SC) (the question of valuation of bonus shares) Khoday Distilleries Ltd. v. Commissioner of Income Tax and Anr., Gopal Jalan & Co. v. Calcutta Stock Exchange Association, AIR 1964 SC 250 Birch v. Cropper (1889) 14 AC 525 Borland’s Trustee v. Steel Brothers & Co Ltd., [1901] 1 Ch 279 Carruth v. Imperial Chemical Industries Ltd., [1937] AC 707 Chatterley-Whitfield Collieries Ltd, Re, [1949] AC 512 (HL) Cumbrian Newspapers Group Ltd. v. Cumberland and Westmoreland Herald Newspaper and Printing Co Ltd., [1986] 2 All ER 816 Greenhalgh v. Arderne Cinemas., [1946] 1 All ER 512 Holder’s Investment Trust Ltd., Re [1971] 1 WLR 583 House of Fraser plc v. ACGE Investments Ltd. and Others, [1987] BCLC 478 Isle of Thanet Electricity Supply Co Ltd., Re, [1950] Ch 161 Northern Engineering Industries plc., Re, [1994] BCC 618 Oakbank Oil Co. v. Crum, (1882) 8 AC 65
BBA/BALLB Semester: VI
CORPORATE LAW
- Y.V. Chandrachud (2004), A. Ramaiya Guide to Companies Act, Lexisnexis Wadhwa, Nagpur.
- A.A. Berle G.C. Means (1991), The Modern Corporation and Private Property, Transactional Publishers.
- Brian R. Cheffins (1997), Company Law: Theory, Structure, and Operation, Clarendon Press, Oxford.
- Eilís Ferran, Company Law and Corporate Finance, OUP , 1st Indian Edition, 2003.
- John H. Farrar, Farrar’s Company Law, Butterworths, London
- K.R. Chandratre ( ), Lectures on Company Law, Bharat Law House.
- Majumdar and Kapoor (2008), Company Law and Practice, 13th^ ed., Taxman.
- Nicholas Bourne on Principles of Company Law (1998), 3rd^ ed., Cavendish Publishing Ltd.
- Palmer’s Company Law, Stevans, London.
- Paul L. Davies (2003), Gower and Davies Principles of Modern Company Law, Sweet and Maxwell, London.
- Robert R. Pennington (2001), Pennington’s Company Law, (8th^ Ed.) London: Butterworths.
- Ross Grantham and Charles Rickett, Corporate Personality in the 20th^ Century, Hart Publishing, Oxford, 1998.
- Stephen M. Bainbridge (2002), Corporation Law and Economics, Foundation Press.
- Susan Barber (2003), Company Law, Old Bailey Press, London.
