(For Private Circulation Only)

MAHARASHTRA NATIONAL LAW UNIVERSITY

Aurangabad

Course Outline of

Company Law

LLM (I Semester)

Prof.Kondaiah Jonnalagadda

Professor of Law
OBJECTIVE AND METHODOLOGY

The modern corporation has two distinct faces. On one hand, it is a commercial
association endowed with a distinct legal personality which separates it from other
kind of joint ventures. On the other hand, it is a social institution, directly and
indirectly affecting the lives of all the members of the society. It also has a controlling
influence over the commercial industrial activities of our society. Unlike many other
subjects, corporate law cannot be studied with reference to any single statute, the
subject being spread over a cluster of legislations. The Companies Act is only one
among them, though the most significant one. Further the statutes embody only a
fragment of the subject. Many of the cardinal principles of corporate law are
untouched by legislations; they are still based on case law. Hence the scheme
proposed to be followed in this course is to examine simultaneously the impact of the
various statutes and case law on each of the topics.

The important Statutes and delegated legislations to be studied includethe following:

1. The Companies Act, 1956 and The Companies Act, 2013. Simultaneous
Comparison of both Acts.

2. The Securities Contract (Regulation) Act, 1956

3. The Securities and Exchange Board of India Act, 1992

4. The Depositories Act, 1996

5. The relevant rules and regulations under the above statutes

Learning Outcomes:

At the end of the course, the students can:

a. State the basic concepts relating to incorporation of companies

b. Describe the importance of share capital both equity and debt, method of
raising
 c. Explain the role and powers and management of company
d. Narrate the functioning of company through meeting
e. Elucidate the Judicial Jurisprudence of corporate law.

Table of contents

Module-I

Nature of corporations

In this module, students would be introduced to the basic concept of company,

incorporation, its salient features. The essential documents required for incorporation
of company, like Memorandum of Association and Articles of Association is also
discussed. Formation of company and also incorporation of company in one-day(
New development) will also be discussed. Stakeholders of a Modern Corporation;
Concept of separate legal personality of the company and allied matters

Characteristics of company/ Incorporation of company; Types of company;

Characteristics of company; Memorandum of association and articles of association;
Conversion of company; Contracts and company; International contracts and
company

Module – II Prospectus

Prospectus is one of the important documents for raising of capital in modern

company law, The importance of prospectus, meaning and purpose of prospectus is
dealt in this module two. Preparation of prospectus, contents, approval of the same.
Duties and liabilities of persons involved in preparing the same will be discussed.

Invitation of deposits by companies; Prospectus; Meaning and regulation regarding

prospectus; Types of prospectus; Shelf prospectus, Information Memorandum,
Red Herring Prospectus, ; Mis statements and liability ; Experts liability ;Role of
regulating bodies ; Buy-back of shares/securities
Module III - Share Capital,

This module highlights the types of corporate finance, raising of capital both equity
and debt capital. In addition to above, the further issue of share capital, rights issue,
buy back of shares are covered extensively.

Types of share capital; Equity share capital; Preference share capital; Issue of
further share capital; Sweat equity shares; Transfer and transmission of shares;
Nomination of shares; Buy-back of shares/securities ;

Module: IV Debentures and Charges

The present module is on debt capital particularly, dentures, debentures trust deed,
and also registration of charges, effect of non registration and others things are
covered.

Debentures and types of debentures; Perpetual debentures; Charges; Charges and

registration; Liability and claims of charges; Paripassu charges

Module –V.

Meetings and Dividend

Meetings ;Statutory meeting; Annual general meeting; Extraordinary meeting;

Quorum for meeting; Directors meetings; Notice and resolutions; Dividends and
payments of dividend; Unpaid dividend and also unclaimed dividend

Module-VI Directors

Directors are brain of company, Company functions throught directors, . the present
module will be highlighting the nature and type of directors and their appointment,
powers, duties and liabit lities.

Directors; Appointment of directors; Types of directors; Qualification and removal

of director; Managing director /whole time director; Director identification number
Unit-viI- Oppression And Mismanagement And Class action Suits

Prevention of oppression and mismanagement; Who can represent, Remedies for

oppression and mis managements; development of class action suits in India and
way forward

Module- VIII- Winding Up and Insolvency

Who can apply?;Winding up; Type of winding up; Powers of court; Voluntary
winding up; Power of liquidators; Provisions of IBC 2016, Winding up and
dissolution

NOTE: Important case laws/updates will be circulated and discussed during the
course of study.

IMP. List of the Cases would be provided during

the study of course.
ESSENTIAL READING MATERIALS

• L.C.B. Gower and Paul L.Davis, Principles of Modern Company Law, 9th Ed., 2012
• Robert R. Pennington, Company Law,8th Ed., Butterworths, 2001
• L.S. Sealy and Sarah Worthington, Sealy's Cases and Materials in Company Law, 10th
Ed., OUP, 2014
• Brian Cheffins, Company Law: Theory Structure and Operation, OUP, 1997
• Stephen Mayson et.al, Mayson, French and Ryan on Company Law, 31st Ed., OUP,
2014-2015.
• Kraakman et.al,The Anatomy of Corporate Law: A Comparative and Functional
Approach, 2nd Ed., OUP, 2009
• Sally Wheeler, A Reader on the Law of the Business Enterprise : Selected Essays , OUP,
1995
• Standard Commentaries on the (Indian) Companies Act, 1956 and Companies Act,
2013.

References: Students are also advised to refer to the following legal classics such as :

• Palmer, Company Law, 27th Ed, 2014

• Gore-Browne, Gore-Browne on Companies, 45thEd., 2014.