Teaching Plan

COMPANY LAW I

Semester V

(Batch 2018-23)
Academic Year 2020-21

BY
Dr. Mohit Sharma
&
Mr. Velayudhan Shyamohan
(Course Expert)

Symbiosis Law School, Noida

Symbiosis International (Deemed University), Pune
(July 2020- October 2020)
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-I” 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 Act-I ' is to set out the Act 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 different
stakeholders in a company, advantage of corporate personality, registration of a
company, preparing MOA & AOA, preparing documents, formation of capital, issuing
prospectus and receiving dividend.

3. LECTURES

A. Times and Attendance

Two/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 „Curiosity‟ Portal at https://slsnoida.curiositylive.com .

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 1
July 03, Teaching Plan
2020 Teaching Plan
 Lecture 2

Lecture 3 Topic 2: Corporate Personality

Week 2
Features of a corporate personality
July 06,
Lecture 4 Features of a corporate personality
2020

Week 3 Lecture 5 Features of a corporate personality

July 13, Doctrine of lifting the corporate veil
Lecture 6
2020
Week 4 Lecture 7 Doctrine of lifting the corporate veil
July 20, Lecture by Course Expert
Lecture 8
2020
Topic 3: Formation of a company
Week 5 Lecture 9
Promotion
July 27,
Lecture Types and Forms of Company
2020
10
Lecture Types and Forms of Company
Week 6
11
August
Lecture MoA, Clauses and their significance
03, 2020
12 Documents to be prepared
Lecture AoA, Declarations and other documents
Week 7
13
August
Lecture Doctrine of Ultra Vires, Constructive Notice, Indoor
10, 2020
14 Management
Effect of Registration of MoA and AoA
Lecture
Week 8 Effect of Registration of Company
15
August Commencement of business
17, 2020 Lecture Lecture by Course Expert
16
Lecture Topic 4: Formation of Capital
Week 9
17 Kinds of Share Capital
August
Lecture Variation of rights of shareholders
24, 2020
18

Lecture Reduction of Share Capital, Forfeiture and surrender

Week 10 19 of shares
August Lecture Kinds of Debentures
31, 2020 20
Lecture Nomination of securities
Week 11 21
 Sep. 07, Lecture Allotment and Listing of securities
2020 22

Lecture The depository system and dematerialization of

Week 12 23 shares
Sep. 14, Lecture Transfer and transmission of securities
2020 24
Lecture Membership in a company
25
Week 13 Lecture Public Deposits
Sep. 21, 26
2020 Lecture Lecture by Course Expert
27
Lecture Topic 5: Securities Offer Documents
28 Further issue of Share Capital
Week 14 Lecture Registration of Prospectus
Sep. 28, 29
2020 Lecture Global and Indian Depository Receipts
30
Lecture Lecture by Course Expert
31
Week 15 Lecture Topic 6: Divisible Profits and Dividends
Oct. 05, 32 Concept of profit and divisible profits
2020 Lecture Kinds of Dividend and their declarations
33
Lecture Topic 7: Registration of Charges
34 Secured Borrowings, Mortgages and Charges
Week 16
Lecture Fixed and Floating Charges, Registration and
Oct. 12,
35 Perfection of Charges
2020
Lecture
Lecture by Course Expert
36
Lecture
Week 17 Revision and Discussion
37
Oct. 19,
Lecture
2020 Revision and Discussion
38

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)
 *In following mode of teaching learning, attendance shall be granted to the
students, who shall participate in Student Involvement Practices as per instructions
given by Course In-charge.

Asynchronous Mode

Week Video No. Content

Topic 1: Introduction to Companies and Company

Video 1
Week 2 Jurisprudence
July 06,
2020  Business Models
Video 2

Video 3  Business Models - Sole Proprietorship,

Video 4  Business Models - Partnership
 Business Models - Companies
Week 3 Video 5
July 13,
Video 6  Company as favoured form of business
2020

Doubt Clearing Session (Live)

 Different stakeholders in a company and their

Video 7
Week 4 interest
July 20,  History of the Company legislation – UK
Video 8
2020
Video 9  History of the Company legislation – India
 Overview of the Companies Act, 2013 with special

Video 10 emphasis on the paradigm conceptual shift from

CA 1956
Week 5
 Overview of the Companies Act, 2013 with special
July 27,
2020 Video 11 emphasis on the paradigm conceptual shift from
CA 1956

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. The Companies Amendment Act, 2019
3. Rules Framed Under Companies Act, 2013
C. Reports
1. Law Commission Reports

D. List of Cases
I. Corporate Personality
 Salomon v. Salomon and Co. Ltd 1897 A.C. 22
 Daimler Co. Ltd. V. Continental Tyre and Rubber Co. Ltd. (2007) 1 Comp.
L.J. 69 SC
II. Formation of a company
 Joseph v. Gross, (1970) 86 LQR 493, 506
 Ashbury Railway Carriage and Iron Co Ltd v Riche (1875) LR 7 HL 653
 Royal British Bank v. Turquand case (1856) 7 E and B 327: 119 ER 886
III. Securities Offer Documents
 In Re South of England Natural Gas & Petroleum Co. Ltd, (1911) 1 CH.
573
IV. Formation of Capital
 Cardiff Chemicals Ltd. V. Fortune Bio Tech Ltd. (2005) Com. Cas. 275
(CLB)
 Harish Kumar Aggarwal v. Punjab Communications Ltd., (1998) 28 CLA
249 (CLB)
V. Securities Offer Documents
 In Re Pure Drinks (New Delhi) Ltd. (1995) 83 Comp. Cas 174 CLB

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 I 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 1and 2: 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: Introduction to Companies 5th August, 2020 03:00-03:15 pm

Quiz 1 and Company Jurisprudence
Business Models- Sole Proprietorship,
Partnership, Companies, Company as
favoured form of business

Online Topic 1: Introduction to Companies 17th August, 2020 03:00-03:15 pm

Quiz 2 and Company Jurisprudence

Different stakeholders, History of the

Company legislation – UK and India,

Overview of the Companies Act, 2013

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
Unit 2: Corporate
Tutorial (20 Personality
Marks) Unit 3: Formation of a
September 07, company
August 26, 2020
2020 Unit 4: Formation of
Capital
(as per Synchronous
Lecture Outline)

C. Project-Mode and Schedule

The course In-charge will upload Long Term Paper topics as per schedule.
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) The Course In-charge will allot and upload the topic as per the schedule @Library
and Onenote.
ii) Word Limit (Not more than 2500 words).
iii) 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).
iv) Please ensure the timely submission. Delay of every day shall invite (-2 marks)
v) 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

July 31, 2020 September 03, 2020

September 15, 2020

7. ADMINISTRATIVE ARRANGEMENTS AND CONTACT HOURS

The Course In-Charge for Company Law I 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. 9.00 am
to 5.00 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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