LM1003

Corporate Law and Management
Programme: 
Master of Laws
Year / Semester: 
1st Year
Objective: 

Industrialization has played, and has to play, a very vital role in the economic development of India. In the post independent era, industrial development is regarded, and hence employed, as principal means in the strategy for achieving the goal of economic and social justice envisioned in the Constitution. Corporations, both public and private, are viewed as a powerful instrument for development. The following course is designed to acquaint the student with the origin and development of company law in India and also provided in-depth knowledge of company, its incorporation and management.

Credits: 
6

Block – I : Company and its Incorporation

Unit-1 : History of Company Legislation

1.1 History of Company Legislation in England

1.2 History of Company Legislation in India.

Unit-2 : Corporate Personality

2.1 Concept of corporate personality.

2.2 Characteristic features of a company

2.3 Distinction between company and partnership

2.4 Doctrine of ‘lifting the veil’ of corporate personality.

2.5 Advantages and disadvantages of incorporation

Unit-3 : Kinds of Companies

3.1 Classification of Different Types of Companies

3.2 Kind of Companies According to Mode of Incorporation

3.3 Kinds of Registered Companies on the basis of Member's Liability

3.4 Kind of Registered Companies on the Basis of Number of Members

3.5 Other Kinds of Companies

Unit-4 : Formation and Incorporation of a Company

4.1 Promotion - What is?

4.2 Promoter

4.3 Pre-incorporation Contests

4.4 Incorporation or registration of a company

4.5 Certificate of incorporation.

4.6 Capital subscription or floatation

4.7 Commencement of business

Block – II : Working of a Company

Unit-5 : Memorandum of Association

5.1 Meaning and Importance of Memorandum

5.2 Content of Memorandum

5.3 Alternation of Memorandum

5.4 Doctrine of Ultra Vires 5.5 Consequences of Ultra Vires Transactions

Unit-6 : Articles of Association

6.1 Meaning

6.2 Relation between Memorandum and Articles

6.3 Contents of Articles

6.4 Alteration of Articles

6.5 Binding Force of Memorandum and Articles

6.6 Doctrine of Constructive Notice

6.7 Doctrine of Indoor Management

Unit-7 : Prospectus

7.1 Meaning of Prospectus

7.2 Contents of Prospectus

7.3 Issue of Prospect

7.4 Guidelines of SEBI relating to Issue of Prospectus

7.5 Abridged Prospectus

7.6 Statement in lieu of Prospectus (Sec. 70)

7.7 Deemed Prospectus or Prospectus by Implication

7.8 Shelf Prospectus & Information Memorandum

7.9 Misstatements in Prospectus and its Consequences

7.10 Remedies for Misstatements and Omissions in a Prospectus

Block – III : Management of Company

Unit-8 : Director and Managerial Personnel

8.1 Director

8.2 Power to make Contributions to National Defence Fund, etc.

8.3 Meeting of Board

8.4 Duties of Directors

8.5 Liability of Directors

8.6 Managing Director

8.7 Distinction between Managing Director and whole-time Director

8.8 Manager

Unit-9 : Company Meetings

9.1 Kinds of General Meetings

9.2 Statutory Meeting and Statutory Report

9.3 Annual General Meeting 9.4 Extra-ordinary General Meeting 9.5 Requisites of a valid Meeting 9.6 Voting Rights and Methods

9.7 Resolution

9.8 Members’ Resolution

9.9 Minutes of Meetings

Unit-10 : Majority Rule and Prevention of Oppression and Mismanagement

10.1 The Rule of Majority

10.2 Protection of Minority

10.3 Exception to ‘The rule in Foss v. Harbottle’

10.4 Meaning of Oppression

10.5 Prevention of Oppression

10.6 Parties entitled to apply to Company Law Board

10.7 Powers of Company Law Board

10.8 Powers of Central Government

10.9 Appeals against the orders of the Company Law Board

10.10 Difference between winding up proceedings and proceedings under section 397 and 398.

Unit-11 : Compromises, Arrangements, Reconstruction and Amalgamation.

11.1 Mergers

11.2 Takeovers 11.3 SEBI Takeover Code 11.4 Common forms of business alliances

11.5 Rationale of Statutory Provisions regarding Compromise or arrangement (Sec. 391 to Sec. 393)

11.6 Exercise of the Court's/Tribunal's discretion

11.7 Amalgamation

11.8 Legal Provisions regarding Reconstruction & Amalgamation

Unit 12 : Winding Up

12.1 Meaning of Winding Up 12.2 Winding Up by the Court (Sec. 433) 12.3 Voluntary Winding Up

12.4 Voluntary Winding Up under Supervision of the Court

12.5 Provisions Applicable To Every Mode Of Winding Up

Block – IV : Corporation Finance

Unit 13 : Corporation Finance

13.1 Meaning

13.2 Scope and Objectives

13.3 Finance Function

13.4 Capital Structure

13.5 Factor determining Capital Structure

13.6 Capitalization

Unit 14 : Equity Finance

14.1 Share and share capital.

14.2 Legal nature of shares

14.3 Stock

14.4 Distinction between shares and stock

14.5 Share capital and kinds of share capital

14.6 Buy- back of shares

14.7 Issue of Bonus shares

14.8 Share certificate and share warrants.

Unit 15 : Debt Finance

15.1 Borrowings

15.2 Ultra Vires Borrowings

15.3 Security for Borrowings

15.4 Fixed Charge

15.5 Floating Charge

15.6 Registration of Charges

15.7 Debentures

15.8 Issue of Debentures

15.9 Classes of Debentures

15.10 Debenture holders Protection

15.11 Public Deposits

15.12 Protection of Small Depositors

15.13 Investments

15.14 Inter Corporate Loans

Unit 16 : Corporate Fund Raising

16.1 Financial Needs and Sources of Finance

16.2 Long Term Sources

16.3 Short Term Sources

16.4 Debt Securitization

16.5 Venture Capital Financing

16.6 Lease Financing

16.7 New Instruments of Financing

16.8 International Financing

Block – V : Corporate Governance

Unit 17 : Protection of Investors

17.1 Protection of Investor

17.2 Regulatory Measures for Protection of Investors’ Interest

17.3 SEBI Guidelines on Disclosure Requirements

17.4 Provisions in Listing Agreement for Investors Protection

17.5 Investors Education

17.6 Investors Education and Protection Fund

17.7 Ombudsman

Unit 18 : Protection of Creditors

18.1 Creditors

18.2 Mechanisms to Secure the Interest of creditors

18.3 Legislating Creditor Protection

18.4 Pre- Reform Legislations

18.5 A Study of the Changes Necessitated in the Post- Economic Reform Period

18.6 A study of post-economic reform legislations

18.7 Grey Areas

Unit 19 : Corporate Governance and SEBI Regulations

19.1 Corporate Governance Measures

19.2 Corporate Governance]

19.3 Public Governance System

19.4 Structure of Public and Corporate Governance

19.5 Principles of Corporate Governance

19.6 OECD Principle of Corporate Governance

Unit 20 : Corporate Social Responsibility

20.1 Corporate Social Responsibility

20.2 Need for Corporate Social Responsibility

20.3 Corporate Social Responsibility Policies

20.4 Key Developments

20.5 Corporate Social Responsibility Mechanism

20.6 External Standards and Other Developments

20.7 Benefits of Corporate Social Responsibility

Suggested Readings: 
  1. Ramaiya A, Guide to the Companies Act (1998), Vol. I, II and III.
  2. H.A.J. Ford and A.P. Austen, Fords' principle of Corporations Law (1999) Butterworths.
  3. J.H. Farrar and B.M. Hanniyan, Farrar's company Law (1998) Butterworths
  4. Austen R.P., The Law of Public Company Finance (1986) LBC
  5. R.M. Goode, Legal Problems of Credit and Security (1988) Sweet and Maxwell
  6. S.C. Kuchhal Corporation finance : Principles and Problems (6th ed. 1966)
  7. V.G. Kulkami, Corporate Finance (1961)
  8. Y.D. Kulshreshta, Government Regulation of Financial management of Private Corporate Sector in India (1986)
  9. Journals - Journal of Indian Law Institute, Journal of Business Law, Chartered Secretary, Company
  10. Statutory Materials - Companies Act and laws relating SEBI, depositories, industrial financing and information technology.
  11. Dr. Kailash Roy, Company Law 12. B.N.Mani Tripathi, Company law

NOTE: The minimum number of marks required to pass the examination i.e. previous as well as final, shall be 50% in each written paper/dissertation.