HIDAYATULLAH NATIONAL LAW UNIVERSITY, NAVA RAIPUR
B.A. LL.B. (Hons.) Batch of 2023-28
CORPORATE LAW - I
Course Code LLB-C-501 Faculty Dr. Mayank Shrivastava
Class Hours 60 hours Credits 4
Programme B.A.LL.B. (Hons.) Year III Year
Session Duration 55 Minutes Semester V
COURSE SUMMARY
Corporate Law – I serves as the foundational course in the study of corporate legal frameworks for law
students, introducing them to the core principles and statutory provisions governing corporate entities in
India. This course systematically examines the legal structure mandated by Indian corporate legislation,
equipping students with a comprehensive understanding of the essential components that constitute a
legally recognized company under the Companies Act and related regulatory frameworks.
Beginning with the historical evolution and conceptual underpinnings of corporate entities, the course
traces the life cycle of a corporation—from its incorporation and operational mechanisms to its eventual
dissolution. This journey is further continued and deepened in Corporate Law – II, which builds upon
the foundational knowledge gained in this semester. Importantly, the scope of the course extends beyond
the mere exposition of statutory norms and procedural compliance. It delves into the fundamental
principles and jurisprudence that underpin corporate governance, accountability, and ethical business
conduct. Given the increasing significance of the corporate sector in the globalized economy, proficiency
in corporate law has become indispensable for aspiring legal professionals. The growing prevalence of
corporate litigation, mergers and acquisitions, regulatory compliance, and cross-border commercial
transactions has rendered this area of law a vital field of specialization and career interest for
contemporary law students. Accordingly, Corporate Law – I will not only be instrumental in laying a
solid academic foundation but also will serve as a gateway to more advanced and specialized domains
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within the broader landscape of corporate legal studies, including securities regulation, insolvency law,
competition law, and international corporate practices.
COURSE OBJECTIVES
CO 01 To understand the basic structure and components of corporate Law and to know the
basics and preliminary concept of corporate world.
CO 02 To understand the formation of a corporate personality and segregation of management
from ownership.
CO 03 To know the object, process, and rules of preparing the charter documents and issue-
related documents required by a company.
CO 04 To ascertain the ways of funding that a company is having.
CO 05 To identify the emerging areas of study and research in Corporate Laws and
Administration.
TEACHING PEDAGOGY
The teaching methodology will combine traditional lectures with modern, interactive approaches to
ensure a comprehensive understanding of corporate laws. Classroom teaching will cover foundational
concepts, legal frameworks, and key principles, supplemented with visual aids like presentations and
diagrams. Case law analysis will be central, focusing on landmark judgments to illustrate practical
applications of legal doctrines. Case studies will encourage problem-solving and critical thinking, with
students working in groups to simulate real-world scenarios. Modern teaching tools, such as online
databases, videos, and interactive quizzes, will enhance engagement. Periodic assessments, group
discussions, and debates will foster analytical skills and practical insights.
COURSE PLAN
MODULE I: INTRODUCTION TO CORPORATE LAW [13 Sessions]
Unit I Concept of a company and Legal framework in India
Unit II Features and kinds of companies
Unit III Concept of Separate Legal Entity and Corporate Personality
Unit IV Lifting or piercing of Corporate Veil
Unit V Definition and key terms: Officer in Default, KMP, etc.
Landmark Case Salomon v. Salomon & Co. Ltd. (1897) AC 22 (HL)
laws State Trading Corporation 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 & Rubber Co. Ltd. [1916-17] All ER Rep.
191
Lee v. Lee’s Air Farming Ltd. [1960] 3 All ER 420
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
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Gilford Motor Co. Ltd. v. Horne (1933) Ch. 935 : [1933] All Er Rep. 109(CA)
Subhra Mukherjee v. Bharat Cooking Coal Ltd. (2000) 3 SCC 312
Relevant Laws / • Companies Act, 2013
Statutes / • Companies (Incorporation) Rules, 2014
International
Treaties
Essential A Ramaiya, Guide to the Companies Act, 19th Edition (Vol. 1 and 2)
Readings Gower and Davies: Principles of Modern Company Law, Sweet & Maxwell
Suggested • Taxmann Master Guide to Companies Act 2013 & Company Rules
Readings (Latest Eds.)
• Avtar Singh’s Company Law, EBC, 18th Edition 2025
MODULE II: INCORPORATION AND INCIDENTAL MATTERS [13 Sessions]
Unit I Requirements with respect to formation of company
Unit II Role of Registrar and other authorities
Unit III Procedure and consequences of Incorporation
Unit IV Formulation of companies with charitable objects
Unit V Promoters: position and responsibilities
Unit VI Pre-incorporation Contract and its enforceability
Landmark Case Erlanger v. New Sombrero Phosphate Co. (1874-80) All ER Rep. 271
laws Lagunas Nitrate Co. v. Lagunas Syndicate (1899) 2 Ch 392
Twycross v. Grant (1877) 2 CPD 469
Kelner v. Baxter (1866) LR 2 CP 174
Natal Land and Colonisation Co. Ltd. v. Pauline Colliery Syndicate Ltd. (1904)
AC 120 (HL)
Weavers Mills Ltd. v. Balkies Ammal AIR 1969 Mad 462
Relevant Laws / • Companies Act, 2013
Statutes / • Specific Relief Act, 1963
International • Companies (Incorporation) Rules, 2014
Treaties
Essential • A Ramaiya, Guide to the Companies Act, 19th Edition (Vol. 2)
Readings • Gower and Davies: Principles of Modern Company Law, Sweet &
Maxwell
Suggested • Taxmann Master Guide to Companies Act 2013 & Company Rules
Readings (Latest Eds.)
• Avtar Singh’s Company Law, EBC, 18th Edition 2025
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MODULE III: CHARTER DOCUMENTS [13 Sessions]
Unit I Forms and contents of Memorandum of Association
Unit II Doctrine of Ultra Vires and related cases
Unit III Doctrine of constructive notice and exceptions
Unit IV Alteration of Memorandum of Association
Unit V Form and contents of Articles of Association
Unit VI Doctrine of Indoor Management and exceptions
Unit VII Alteration of Articles of Association
Unit VIII Company’s responsibility under MOA, AOA, and shareholders’ agreement
Landmark Case Ashbury Railway Carriage and Iron Co. Ltd. v. Riche [1874-80] All E.R. Rep.
laws 2219
Cotman v. Brougham [1918-19] All E.R. Rep. 265(HL)
Re Jon Beauforte (London) Ltd. [1953] 1 Ch. 131
Bell Houses Ltd. v. City Wall Properties Ltd. [1966] 2 All ER 674
Re Introductions Ltd. v. National Provincial Bank Ltd. [1969] 1 All E.R. 887
A Lakshmanaswami v. Life Insurance Corporation of India AIR 1963 SC 1185
Royal British Bank v. Turquand [1843-60] All ER Rep. 435
Freeman and Lockyer v. Buckhurst Park Properties Ltd. [1964] 1 All E.R. 630
Kotla Venkataswamy v. Chinta Ramamurthy AIR 1934 Mad. 579
Handerson v. Lacon (1867) L.R. 5 Eq. 241
Relevant Laws / • Companies Act, 2013
Statutes /
International
Treaties
Essential • A Ramaiya, Guide to the Companies Act, 19th Edition (Vol. 2)
Readings • Gower and Davies: Principles of Modern Company Law, Sweet &
Maxwell
Suggested • Dr. G.K. Kapoor & Sanjay Dhamija – Company Law: A Comprehensive
Readings Textbook on Companies Act, 2013
MODULE IV: PROSPECTUS [9 Sessions]
Unit I Prospectus – Meaning, Issue, and Contents.
Unit II Kinds of Prospectus – Abridge prospectus, Shelf prospectus, Red-herring
prospectus, Deemed prospectus
Unit III Misstatements in a prospectus, scope of the untrue statement
Unit IV Liability of Misstatements in the prospectus
Landmark Case New Brunswick and Canada Railway Co. v. Muggeridge (1860) 1 Dr & Sm 363
laws Rex v. Klysant and Others (1932) 1 KB 442
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SEBI v. Sahara India Real Estate Corp. Ltd. (2012) 10 SCC 603
Peek v. Gurney (1873) LR 6 HL 377
Derry v. Peek (1889) 14 App Cas 337 (HL)
Mohandas Shenoy Adige v. SEBI (SAT, 2021)
Relevant Laws / • Companies Act, 2013
Statutes / • Companies (PAS) Rules, 2014
International • SEBI Act, 1992
Treaties • SEBI (ICDR) Regulations, 2018
Essential • A Ramaiya, Guide to the Companies Act, 19th Edition (Vol. 2)
Readings • Gower and Davies: Principles of Modern Company Law, Sweet &
Maxwell
Suggested • Dr. G.K. Kapoor & Sanjay Dhamija – Company Law: A Comprehensive
Readings Text Book on Companies Act, 2013
• Palmer’s Company Law
• Law relating to ICDR, Taxmann
MODULE V: COMPANY’S CAPITAL AND CORPORATE FINANCE [12 Sessions]
Unit I Meaning of shares, debentures, and securities
Unit II Kinds of Share Capital and nature of shares or debentures
Unit III Issue and allotment of securities
Unit IV Further issue of securities: Private placement and public offer
Unit V Debenture trust deed and debenture trustee
Unit VI Debenture redemption reserve
Unit VII Issue of bonus shares and sweat equity shares
Unit VIII Transfer of shares: Restriction, Procedure, and consequences
Unit IX Variation of shareholders’ rights
Landmark Case Securities and Exchange Commission v Howey J 328 U.S. 293 (1946)
laws V.B. Rangaraj v. V.B. Gopalakrishnan (1992) 1 SCC 160
SEBI v. Sahara India Real Estate Corp. Ltd. (2012) 10 SCC 603
Securities and Exchange Board of India v. Kishore R Ajmera [2016] 6 SCC 368
Relevant Laws / • Companies Act, 2013
Statutes / • Companies (Share Capital and Debenture) Rules, 2014
International • Securities and Exchange Board of India Act, 1992
Treaties • SEBI (ICDR) Regulations, 2018
Essential • A Ramaiya, Guide to the Companies Act, 19th Edition (Vol. 2)
Readings • Hudson, Securities Law
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Suggested • CAM, Treatise on Securities Law, Thomson Reuters
Readings • Bharat, Simplified approach for Company Law
READING LIST
Essential Reading List
1. A Ramaiya, Guide to the Companies Act, 19th Edition (Vol. 1 and 2)
2. Gower and Davies: Principles of Modern Company Law, Sweet & Maxwell
3. Palmer’s Company Law
4. Hudson, Securities Law
Suggested Reading List
1. GK Kapoor & Sanjay Dhamija, Company Law – A comprehensive textbook on
Companies act, 2013 27th Edition (2024), Taxmann
2. Avtar Singh, Company Law, EBC, 17th Edition, 2023
3. Dr. Sanjeev Gupta Bharat’s Company Law Procedures and Compliances (A set of 2
Volumes) 2nd Edition (2021), Bharat Publications
4. T.P. Ghosh Guide to Company Law Committee Report 1st Edition (2016) Taxmann
5. T.P. Ghosh Companies Act 2013 Taxmann
6. Dr. H K Saharay Company Law 7th Edition (2018) Universal Law Publishers
7. Nicholas Bourne Bourne on Company Law 7th Edition, Routledge
8. Salim Sheikh Company Law Handbook 2015 (Professional) Bloomsburry
9. Garg and Rohtagi Handbook for NGOs and NPOs, Taxmann
10. Louise Gullifer, Jennifer Payne, Corporate Finance Law Principles and Policy,
Bloomsbury (2020).
11. Taxmann, Everything you need to know about Company Law available at HNLU E-
library (https://www.taxmann.com.elibraryhnlu.remotexs.in/research/company-and-
sebi/allabout/all-about-companies-act )
12. Top Stories on Company and SEBI Laws, Taxmann (HNLU E-library) available at
https://www.taxmann.com.elibraryhnlu.remotexs.in/research/company-and-sebi
13. Company Law – Case Laws, Taxmann (HNLU E-library) available at
https://www.taxmann.com.elibraryhnlu.remotexs.in/research/company-
andsebi/caselaws
14. Company Law – Circulars and Notifications, Taxmann (HNLU E-library) available at
https://www.taxmann.com.elibraryhnlu.remotexs.in/research/company-and-
sebi/circularnotifications
15. Latest Stories in Company and Tax Laws, Taxmann (HNLU E-library) available at
https://www.taxmann.com.elibraryhnlu.remotexs.in/research
16. SCC Online Blog, SCC Online (HNLU E-library) available at
https://www.scconline.com/blog
17. Case Briefs, SCC Online (HNLU E-library) available at
https://www.scconline.com/blog/post/category/casebriefs/
18. Articles and Latest Updates, Corporate Law Adviser E-library available at
https://www.claonline.in/#parentHorizontalTab3
Note: The topics, legislations and cases mentioned are not exhaustive. The instructor of the course
shall be at liberty to add new topics/legislations/cases.
