Company Law and Corporate Administration
Course Code – LLBC503
Course Credit –04
o (1 Credit = 15 Contact Hours)
Course Objective Learning Outcomes
The paper aims to make the student familiar At the conclusion of this course,
over law relating to incorporation of
1. The learner will be able to explain the basic
companies and to provide insight into the
concepts of law relating to the
functioning and winding up of companies in
incorporation and functioning of
the Indian corporate-legal regime.
companies,
2. The learner shall understand the value of
transparent corporate governance in the
current Indian corporate regime;
3. The learner shall understand the current
scenario of the Indian corporate sector.
Unit No. & Title Topic Contact Hours
Definition and Characteristics of Company 1
Lifting of Corporate Veil 2
Types of Companies 1
Formation of a
2
Unit I – Company Company
Promoters, Pre-Incorporation Contracts and
2
Provisional Contracts
Corporate Social Responsibility 1
Tutorials 1
Memorandum of Association 2
Articles of Association 2
Unit II – Memorandum Prospectus: Issues, Contents and Kinds 2
of Association, Articles
Misstatements in Prospectus and Liability 1
of Association and
Prospectus Statement in lieu of Prospectus 1
Doctrine of Indoor Management 2
Tutorials 1
Issue and Allotment of Shares, 2
Unit III – Share Capital
Debentures 2
SEBI Guidelines on Allotment, Issue of
Shares at Premium and at 1
Discount
Share Certificate 1
DEMAT System 1
Forfeiture and Surrender of Shares, Transfer
& Transmission of 1
Shares
Provisions Relating to Payment of Dividend, 1
Investor’s Education and Protection Fund. 1
Tutorials 1
Directors: Kinds, Powers and Duties 2
Insider Trading 1
Meetings: Kinds And Procedure 2
The Balance of Powers over
in Companies: Rule In Foss V. Harbottle and 1
Unit IV - Corporate
Minority Protection
Administration
Prevention of Oppression and
2
Mismanagement
Powers of Court and Central Government 1
Corporate Fraud and Class Action Suits 1
Tutorials 1
Introduction to Winding up and Kinds 1
Consequences and Reasons of Winding up 1
Role of Courts in Winding up 1
Liability of Past Members and Payment of
Liabilities 1
Unit V – Winding up of
Companies
Reconstruction and Amalgamation
1
Liquidators: Powers and Functions
1
Tutorials
1
Introduction to Insolvency and Bankruptcy
Code: History and Evolution 2
Corporate Insolvency Resolution Process,
Moratorium and Commencement 3
Unit VI- Insolvency and
Bankruptcy Code, 2016 Adjudicating Authority
2
Liquidation
2
Tutorials
1
Total Contact Hours 60
Assessment through Group Evaluation:
In order to impart skill building on team work, leadership, self confidence and emotional stability the
faculty has the discretion to include Group Assessment component. Faculty shall provide the group
allocation in the beginning of the semester so as to allow group cohesiveness. It is highly
recommended to the faculty to use the component to enhance behavioral qualities of students.
Suggested Reading Materials for Reference:
Avtar Singh : Indian Company Law (Text Book)
Shah S. M : Lectures on Company Law
Saharay H.K.: Company Law, 5th Edn.
Insolvency and Bankruptcy Code 2016
Companies Act and Rules 2013
Kapoor & Dhamija, Companies Law and Practice, Taxmann Publications
Landmark Judgments -Course instructor shall provide a list of at least 10 landmark judgments
mandatorily with Teaching Notes, which will be discussed in the class. Latest Supreme Court
Judgments which are related to the subject should be prioritized for classroom discussion.
Landmark Judgements:
Salomon v. Salomon & Co., Ltd. (1897) AC 22 (HL)
State Trading Corpn. of India, Ltd. v. CTO (1964) 4 SCR 99
Tata Engineering and Locomotive Co. Ltd. v. State of Bihar (1964) 6 SCR 885
Daimler Co., Ltd. v. Continental Tyre and Rubber Co. (G.B.), Ltd. [1916-17] All ER Rep.
191
Lee v. Lee’s Air Farming Ltd. [1960] 3 All ER 420
In re Sir Dinshaw Maneckjee Petit Bari AIR 1927 Bom. 371
CIT v. Sri Meenakshi Mills Ltd. (1967) 1 SCR 934 : AIR 1967 SC 819
Workmen v. Associated Rubber Industry Ltd. (1985) 4 SCC 114
Gilford Motor Company, Limited v. Horne (1933) Ch. 935 : [1933] All Er Rep. 109(CA)
Subhra Mukherjee v. Bharat Coking Coal Ltd. (2000) 3 SCC 312
Erlanger v. New Sombrero Phosphate Co., (1874-80) All ER Rep. 271
The Gramophone Company of India Ltd. v. Super Cassette Industries Ltd. 2010 (44) PTC 541
(Del)
Ashbury Railway Carriage and Iron Company Limited v. Riche, [1874-80] All E.R. Rep.
2219 (HL)
The Royal British Bank v. Turquand, [1843-60] All ER Rep. 435
Percival v. Wright (1902) 2 Ch. 421
Foss v. Harbottle (1843) 67 ER 189 : (1943) 2 Hare 461
Shanti Prasad Jain v. Kalinga Tubes Ltd. AIR 1965 SC 1535
Madras Bar Association Vs Union of India & Anr. Writ Petition (C) No. 1072 Of 2013
Swiss Ribbons Pvt. Ltd v. Union of India, (2019) 4 SCC 17
Innoventive Industries Ltd. v. ICICI Bank (2018) 1 SCC 407
Ghanashyam Mishra & Sons (Pt) Ltd. v. Edelweiss Reconstruction Co. Ltd., (2021) 9 SCC
657
