School of Law, HILSR

Jamia Hamdard

Course Syllabus

Course Overview:

Course Title: Company Law

Course Code: BALLB – 504

Semester: Fifth

Credits: 4

Medium of Instruction/Assessment: English

Objectives of the Course:

The aim of this paper is to impart basic knowledge to the students about the development of
corporate law in India. Students are also given in-depth knowledge about the formation and
incorporation of a company. Further, the students also learn about
shareholders, directors, employees, creditors, and other stakeholders in the corporate structure.

Assessment and Evaluation:

The course has a weightage of 100 marks. 75 % of the marks will be covered by the End
Semester Examination; while as 25 % will constitute internal assessment to be done by the
concerned instructor.

(A) End Semester Examination: There shall be ten questions in the Question paper with two
from each unit. Students shall have to answer five questions in all selecting one from each
unit.
(B) Internal Assessment: Students will be assessed and evaluated by the concerned teacher
during the entire semester at regular intervals. This will be done by employing a wide range
of methods including written tests, tutorials, term paper writing, presentations etc. Attendance
of the students will also form a part of the internal assessment.

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Course Outline:

The course is based on five units.

Unit – I:
1. Need for a company - formation of a company, registration and incorporation.
2. Memorandum of association- various clauses – alteration therein – doctrine of ultra vires.

Unit – II:
1. Articles of association – binding force – alteration- its relation with memorandum of association
– doctrine of constructive notice and indoor management – exceptions.
2. Prospectus – issue – contents – liability for mis-statements – statement in lieu of prospectus and
relevant provisions of SEBI. 3. Promoters – position – duties and liabilities.

Unit –III:
1. Shares – general principles of allotment statutory restrictions - share certificate its objects and
effects – transfer of shares – restrictions on transfer – procedure for transfer – refusal of transfer –
role of public finance institutions – relationship between transferor and transferee – issue of shares
at premium and discount – depository receipts – dematerialized shares (DEEMAT) and relevant
provisions of SEBI.
2. Shareholder- who can be and who cannot be a shareholder- modes of becoming a shareholder –
calls on shares – forfeiture and surrender of shares –lien on shares.

Unit – IV:
1. Share capital – kinds – alteration and reduction of share capital – further issue of capital
conversion of loans and debentures into capital duties of courts to protect the interests of creditors
and shareholders.
2. Directors – position – appointment – qualifications – vacation of office – removal resignation –
powers and duties of directors.
3. Debentures – meaning – fixed and floating charge – kinds of debentures – shareholder and
debenture holder- remedies of debenture holders.

Unit – V:
1. Prevention of oppression and mismanagement.
2. Winding up – types – who can apply? Consequences of winding up.

Suggested Readings:

1. Avtar Singh: Company Law, Eastern Book Company, Lucknow.

2. L.C.B. Gower, Principles of Modern Company Law (1997).
3. Palmer, Palmer’s Company Law (1987).

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4. R.R. Pennington, Company Law (1990).
5. A. Ramaiya, Guide to the Companies Act (1998).
6. S.M. Shah, Lectures on Company Law (1988).