Teaching Plan

COMPANY LAW II

Semester VI

(Batch 2018-23)
Academic Year 2020-21

BY
Dr. Mohit Sharma
&
Mr. Sauravh Jain & Ms. Shreya Seth
(Course Expert)

Symbiosis Law School, Noida

Symbiosis International (Deemed University), Pune
(January 2021- May 2021)
1. INTRODUCTION

Company Law is the collection of various legal aspects that govern the formation, running
and winding up of a Company. The Companies Act 2013 is about improving corporate
governance which revolves around the Board of Directors, Senior Management of the
Company, their roles, responsibility and accountability, Rights and equitable treatment of
stakeholders, prompt disclosures, transparency, the legal and regulatory compliances and
appropriate risk management measures to protect and enhance interest of all stakeholders.

The objective behind teaching the “Company Law-II” is to benefit the students with
comprehensive and holistic knowledge of Company Law. The subject introduces the students
to the company law jurisprudence – the Corporate Model of doing a sustainable business in
this competitive market environment. The recently enacted Companies Act 2013 (the ‘2013
Act’) is a landmark legislation and is likely to have far-reaching consequences on all
companies operating in India.

The objective behind teaching the 'Companies law' is to set out the law for Companies
management, Audit along with the administration, governance and regulations of a
Company. Ending the corporate life of a business and related activities will expose the
learners to various issues and challenges involved therewith. Another objective of this subject
is to provide an academic window to the Learners to appreciate economic significance of
securities market regulator empowered with legislative mandate of Investors Protection and
development of securities market in India.

The students will learn evolution and benefits of the concept of `Corporate’ form of social
and economic activity, incorporated business associations, steps and procedures of
formation, constitution and powers of the Company and Directors and other Actors.
Mechanisms of mobilization of resources from public or private by Companies besides Indian
Banks (which are generally not a Company) and Financial Institutions, historical significance
thereof, will be an interesting turning point of company law jurisprudence. Concept of
borrowing of moneys by a Company, creation and perfection of a security in favour of the
creditor will also provide the students to a spectrum of corporate activities. It is increasingly
being recognized that the framework for regulation of corporate entities has to be in tune
with the emerging economic scenario and ICT (information and communication technology)
driven business environment, encourage good corporate governance and enable protection
of the interests of the Stake holders. The students will be exposed to new Companies Act,
2013 and also the provisions which have been enacted along with recent changes in the Act.
2. LEARNING OBJECTIVES & OUTCOMES

A. Objective (Knowledge, Skills, & Employability)

The objective of this course is to develop in the students the following set of skills: general
cognitive intellectual skills; general communicative/ employability skills; and subject specific
skills. It aims at developing following set of skills among the students:

➢ Understand the company law and the rationale behind it (Knowledge);

➢ Ability to identify and select key relevant issues (Knowledge);
➢ Acquire intellectual ability as to development of ‘right’ based approach in companies
matters (Skills);
➢ Analyse the intricacies that the corporate justice system faces when it operates in
different socio-economic & political environment (skills);
➢ Demonstrate the acquired skills while applying corporate law in any given situation
(skills & employability);
➢ Defend the legal validity of view / opinion proposed in r/o given facts &
circumstances through arguments (skills & employability);
➢ Equip themselves with skills and knowledge to advise the litigants while keeping in
mind the case-specific sensitivity (skills & employability);
➢ To give exposure of practical side of the corporate law to the students
(employability);
➢ Capacity to be able to write and use legal terminology with scrupulous care and
accuracy (skills & employability);
➢ To analyse facts and to produce well-supported conclusions (employability).

B. Outcomes (Knowledge, Skills, & Employability)

The students will have following set of outcomes when they will complete this course
successfully:

1. To memorize and understanding various aspects of company functions and its

management (Knowledge);
2. To recognize and explain the knowledge of corporate legal framework in the context
of Companies Act (Knowledge);
3. To evaluate the needs of development as per society requirement for corporate
governance (employability);
4. To create & develop the role of a corporate in socio-economic development (skills);
5. To be able to assess whether strategies and the organization is in compliance with
established regulatory framework (skills & employability);
 6. To apply the knowledge acquired of corporate laws for compliance and decision-
making (skills & employability).

The course objectives and the course outcomes will assist the students in attaining these
skills.

C. Subject Specific Activity

Students will be doing the following activities in this course: knowing the Directors and
their role, Audit and Accounts in Companies, Company Meetings, Oppression and
Mismanagement, Compromises, Arrangement, Reconstruction and Amalgamation,
Winding up and Indian Capital Market and SEBI.

3. LECTURES

A. Times and Attendance

Three lectures per week have been set aside for this course for each division. Verify it from
the Time Table assigned for each division. One should duly check related notification at
‘Outlook’ as well as ‘Posts’ @Microsoft Teams.

As per Symbiosis International (Deemed University) Regulations, please note, “Students

are expected to attend minimum 75% of all scheduled sessions and other forms of
instruction as defined by the programme of study.”

The student will not be eligible to appear for the examination if he / she fail to put in the
required attendance. The students can update themselves of their attendance daily online
in ‘Attendance’ on iCloudEMS Portal at https://siu.icloudems.com/corecampus/index.php

B. Mode of Delivery
This Course will be delivered in Synchronous (80%) and Asynchronous (20%) mode.
Session Plan, Lecture outlines (principally in the form of PowerPoint slides), Hand-outs,
reading material including e-Books, and Articles as applicable in a given case, will be
made available in ‘OneNote’ @ Microsoft Team. To facilitate understanding of these
lectures, student should always read at least the relevant pages of suggested readings in
advance of each lecture.

C. Notifications
Students are informed that notice/s, if required, with respect Academic- Administration,
will be sent, either by Course in Charge or Officer In Charge, Academic Coordination,
using ‘Posts’ @Microsoft Teams. Students are required to keep themselves duly informed.
D Lecture Outline

Synchronous Mode

Week / Lecture
Content
Date No.
Week 1
Lecture
January 9,
1 Teaching Plan
2021

Lecture Teaching Plan

Week 2 2

January Lecture Topic 2: AUDIT AND ACCOUNTS IN COMPANIES

11, 2021 3 Accounts: Statutory books, Forms and contents of
Balance Sheet and Profit and Loss accounts
Lecture Disclosures - accounts of subsidiary companies
Week 3 4
January
18, 2021 Lecture Director`s report and liability, director`s
5 responsibility, auditors` report, , Audit committees

Lecture Auditors: Appointment, resignation and removal of

Week 4
6 auditors
January
Lecture Rights, duties and liabilities of Auditors
25, 2021
7

Lecture Powers of Central Government to direct Special Audit

Week 5
8 and Cost Audit
February
Lecture Topic 3: COMPANY MEETINGS
01, 2021
9 Different kinds of meetings
Week 6 Lecture Laws and procedures relating to various meetings
February 10
08, 2021 Lecture Laws and procedures relating to various meetings
11
Week 7 Lecture Voting – Ordinary resolution, Special resolution
February 12
15, 2021 Lecture Resolution requiring special notice
13
Week 8 Lecture Resolution by postal ballot
February 14
22, 2021 Lecture Division of powers between Board and General
 15 meetings
Week 9 Lecture Division of powers between Board and General
March 01, 16 meetings
2021
Lecture Topic 4: OPPRESSION AND MISMANAGEMENT
17 Majority powers and minority rights
Week 10 Lecture Majority powers and minority rights
March 08, 18
2021 Lecture Provisions relating to oppression and mismanagement
19 under Companies Act 2013
Week 11 Lecture Provisions relating to oppression and mismanagement
March 15, 20 under Companies Act 2013
2021
Lecture Role of Tribunal and Central Government
21
Week 12 Topic 5: COMPROMISES, ARRANGEMENT,
Lecture
March 22, RECONSTRUCTION AND AMALGAMATION
22
2021
Statutory Provisions
Lecture Court`s powers and discretion
23
Lecture Schemes to be presented
Week 13 24
March 29, Lecture Transnational mergers and amalgamation
2021 25
Lecture Transnational mergers and amalgamation
26

Lecture Topic 6: WINDING UP

Week 14 27 Modes of Winding up
April 05,
Lecture Modes of Winding up
2021
28
Lecture Winding up by the court
29
Lecture Winding up by the court
Week 15 30
April 12, Lecture Voluntary winding up
2021 31
Lecture Voluntary winding up
32
Week 16 Lecture Liquidator`s role in winding up
April 19, 33
 2021 Topic 7: INDIAN CAPITAL MARKET AND SEBI
Lecture
34 Growth of Securities market in India, Need for
Regulation, SEBI Act 1992
Lecture , SEBI Insider Trading Regulation, Takeover Code
35
Week 17 Lecture
Revision and Discussion
April 26, 36
2021 Lecture
Revision and Discussion
37
Week 18
Lecture
May 03, Revision and Discussion
38
2021

The following part of the course will be covered via asynchronous mode of teaching,
learning, & evaluation. This part of course will be covered through following three steps:

i. Asynchronous Teaching (15 Minute); followed by,

ii. Learning Resources (Video, further reading) (45 minute); followed by,
iii. Student Involvement Practices (15 minute)
The following steps are to be completed for availing the attendance for a asynchronous
lecture:

✓ Watching the video

✓ Referring to the study material
✓ Attempting the student involvement practice

Asynchronous Mode

Week Video No. Content

Video 1 Topic 1: COMPANY MANAGEMENT

Week 3
January
Video 2 Directors, Number of directors,
18, 2021
Video 3 Position of directors
Video 4 Appointment/reappointment of directors
Qualification and disqualification
Week 4 Video 5
January
Video 6 Remuneration,
25, 2021
Doubt Clearing Session (Live)

Week 5 Video 7 Removal,

Powers and duties, Liabilities of directors
February
Video 8
 01, 2021
Video 9 Managing Directors–Appointment, Disqualification

Video 10 Managing Directors–Appointment, Disqualification

Week 6
Video 11 Board Meetings
February
08, 2021
Doubt Clearing Session (Live)

*The schedule will be followed, subject to change/s due to unforeseen/unavoidable

circumstances.
4. READING AND MATERIALS

A. Textbooks
1. Dr. Avtar Singh : Company Law; Eastern Book Company, Lalbagh, Lucknow,
Seventeenth Edition, 2018
2. A. Ramaiya : Guide to the Companies Act; Lexis Nexis, Butterworths Wadhwa,
Nagpur, 2013
3. A.K. Majumdar, Dr. G.K. Kapoor, Sanjay Dhamija : Company Law and Practice;
Taxmann, 2019
4. D.K. Jain : Company Law Ready Reckoner; Bharat Law House Pvt. Ltd., 2019
5. L.C.B. Gower : Principles of Modern Company Law; Stevens & Sons Ltd., London,
1970
6. Taxmann’s : Circulars & Clarifications on Company Law; Taxmann, New Delhi, 2019

B. Prescribed Legislation
1. The Companies Act, 2013
2. Rules Framed Under Companies Act, 2013
C. Reports
1. Law Commission Reports

Other Reading Material shall be notified and whenever possible shared with the students by
the Course-in-Charge throughout the semester. Module specific reading list will be shared in
session plan via Microsoft Team.

A good resource to use is online databases such as Emerald; Ebsco; JSTOR; Global Business
Review available on campus network. For supplementary reading, you could, for instance,
begin by consulting the relevant sections of the “alternative” texts placed on loan in the law
library. Thereafter you could engage in your own research, with particular reference to
journals on online databases including SCC Online, LexisNexis, Manupatra, WestLaw India,
HeinOnline, JSTOR, ProQuest, Kluwer Database (Kluwer Arbitration, Kluwer Patent, and
Kluwer Competition), Ebrary, Emerald & EBSCO, and offline database including AIR.
5. ASSESSMENT:

Company law II is a four credit course so you will be examined in this course for 100 marks.
In totality, you will be examined in this course by Internal (40%) and External Assessment
(60%) format.

Internal Assessment:
Internal Continuous Evaluation will be conducted for 40 marks, which will include “Two
Quizzes – I & II”; “Tutorial” and a “Project.”

A. First Mode of Internal Continuous Assessment–Online Quiz I and II (5+5=10 Marks)

B. Second Mode of Internal Continuous Assessment - Tutorial (Open Book
Examination) (20 marks)
C. Third Mode of Internal Continuous Assessment- Project (10 marks)

Term End Examination:

The Symbiosis International (Deemed University) will conduct Term End Examination for 60
marks at the end of the semester. It consists of Ten objective questions of 2 marks each (20
marks) and 4 subjective-type/cases and open problems/questions (10 Marks each) with an
alternative (40 marks).

6. Internal Continuous Evaluation: Mode and Schedule:

Each student will have to attempt each of the above assessment modes on all the occasion.
The details pertaining to the internal assessment modes are as follows:

A. QUIZ: Mode & Schedule

Two Quizzes shall be conducted via online mode from the part of the course delivered via
online mode.

Online Quiz I and II: Each Quiz shall have 5 multiple choice questions of 01 mark each.

There is no negative marking. The duration of the quiz shall be 15 minutes. The Quiz shall be
prepared in the form of the fill in the blanks, true/false, Statement /Code, Paragraph based,
Data Based, Logical Sequence, matching questions relating to the subject. The goal of the
tutorial is to prepare, motivate and help the learners recall/remember what they learned. It
aims at judging the knowledge and Understanding of a learner.

Topic Date Time

Online Topic 1: Company Management February 25, 2021 3:00 pm- 3:15
Quiz I Directors, Number of directors, Position of pm
directors, Appointment/reappointment of
directors, Qualification and disqualification,
Remuneration,
 (Video 1 to 6)

Online Topic 1: Company Management March 04, 2021 3:00 pm- 3:15
Quiz Removal, Powers and duties, Liabilities of pm
II directors, Managing Directors–Appointment,
Disqualification, Board Meetings

(Video 7 to 11)

B. Tutorial Mode and Schedule

There will be one tutorial of 20 marks, minimum two questions of 10 marks each. The tutorial
will be “Open Book Test”. It is designed to ensure that the learners practice their ability to
reflect and relate theories and improve their expression style in writing. It is aimed at
improving the writing, research, communication, and presentation skills. It is Open Book
Examination i.e. examinees are allowed to bring and use any material including Books,
Articles, Hand Written Notes, Hand Outs and alike printed material.

Tutorial Timetable:
Date
Topic
Test Result
Topic 2: Audit and Accounts
Tutorial (20 in Companies
Marks) Topic 3: Company Meetings
March 18, 2021 March 31, 2021 Topic 4: Oppression and
Mismanagement
(as per Synchronous
Lecture Outline)

C. Project-Mode and Schedule

The Course In-charge will upload Long Term Paper topics as per schedule @ Teams created
for Internal Continuous Evaluation (ICE) division Wise.
Project (Long Term Paper) is aimed at improving the writing, research, communication and
presentation skills to make students learning academically more challenging and rigorous
than standard lecture and test format courses. It also aims at promoting scholarship in this
significant field of law, which has gained much momentum in practice but often lacks solid
theoretical underpinnings due to lack or inadequacy of statutory provisions. It further aims to
enhance learning capability by research amongst the learners, creative a forum for enhancing
a greater dialogue between the scholarly community, policymakers and practitioners.
Project –Submission – Guidelines:
i) Word Limit (Not more than 2500 words).
ii) Complete Plagiarism report generated via Turn-it-in shall be submitted as the final
submission along with the Cover page in the required format (Max. Limit – 15-20%)
Turnitin report highlighting content similarity of more than 20% shall invite strict
actions and the learner shall be awarded “zero” marks for the project.
Despite the report’s content similarity being lower, if the Course-in-charge identifies
any form of plagiarism, undetected by Turnitin, the learner will have to face a penalty
of negative marking (Negative marking of up to 4 marks).
iii) Please ensure the timely submission. Delay of every day shall invite (-2 marks)
iv) The Project submission shall include the following headers:
a. Introduction (2 Marks)
b. Relevant Chapters (2 Marks)
c. Content (3 Marks)
d. Conclusion & References (3 Marks)

Project Submission Schedule:

Assignment Final Submission Result

January 11, 2021 February 15, 2021 February 26, 2021

7. ADMINISTRATIVE ARRANGEMENTS AND CONTACT HOURS

The Course In-Charge for Company Law II is Dr. Mohit Sharma. If any doubts remain, kindly
contact me via my e-mail ID: mohit.sharma@symlaw.edu.in during office hours, i.e. 8.00 am
to 4.00 pm.
 Appendix ‘A’ –

Front-page and Cover

Title of the project (centered on two or more lines)

----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------

Submitted by
Name of the candidate
-----------------------------------------
Batch 2017-2022
Division ….
PRN …….
of Symbiosis Law School, NOIDA
Symbiosis International (Deemed University), PUNE

In Month, year
Under the guidance of
Name of guide
-----------------------------------

Designation and official address of research guide

----------------------------------------------------------
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