Year:2019-24

Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
COURSE PLAN

Target 50% (marks)

Level-1 40% (population)
Level-2 50% (population)
Level-3 60% (population)

Method of EvaluationUG PG
Tests, Assignments (30%) Quizzes/Tests, Assignments, seminar (50%)
Mid Examination (20%) End semester (50%)
End examination (50%)

1. Passing Criteria

Scale PG
Out of 10point scale SGPA – “6.00” in each semester
CGPA – “6.00”
Min. Individual Course Grade  –  “C”
Course Grade  Point –  “4.0”
UG
SGPA – “5.0” in each semester
CGPA – “5.0”
Min. Individual Course Grade  – 
“C”
Course Grade  Point –  “4.0”

*for PG, passing marks are 40/100 in a paper

*for UG, passing marks are 35/100 in a paper

2. Pre-requisites:
Fundamental of Company Law I, Fundamentals of Law of Contract and Economics

3. Course Objectives:
Company Law-II is the part II of the Company Law course taught to law students and covers the
portion of syllabus remaining after Company Law- I in the previous semester.
The objectives of this course are:
1. To facilitate the students to acquire knowledge of varied aspects of Company Law- raising
capital through borrowing (including inter corporate loans and investment) and
debentures, oppression and mismanagement, varied ways of foreign collaborations,
corporate criminal liability and winding up of a company;
2. To help students appreciate the issues, challenges in regulation of companies by relying
statutes, case law and regulatory practice relating to Company Law;
3. To enable the students to apply the acquired knowledge in corporate legal practice.
 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
4. Topics introduced for the first time in the program through this course
 Borrowing Powers
 Minority Rights Against Oppression & Mismanagement
 Winding Up
 Law And Multinational Companies
 Corporate Liability

5. Pedagogy
Lectures
Discussions
Chalk & Talk
Random Questioning
Case Analysis
Viva Voce
Presentations
Random Examples
Reflections

6. References:

Text Books  AVTAR SINGH, COMPANY LAW (16th ed. Eastern Book Company 2015)
(2016).
 G K KAPOOR & SANJAY DHAMIJA, COMPANY LAW AND PRACTICE
(21st ed. Taxmann Publications (P.) Ltd. 2016).
 ICSI STUDY MATERIAL- Executive (2017).
 SETH DUA & ASSOCIATES, JOINT VENTURES AND MERGERS AND
ACQUISITIONS IN INDIA (1st ed. LexisNexis 2006).
Web resources  Ebscohost

 Economic Outlook

 Harvard Business Review

 HeinOnline

 Jstor

 LexisNexis

 Manupatra

 SCCOnline

 Taxman
 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
 Westlaw
Journals  AIR
 Business today
 Business world
 Company Law Journal
 Corporate Law Advisor
 Economic Challenger
 Economic and Political Weekly
 Foreign Trade Review
 Frontline
 Harvard Business Review
 IIMB Management Review
 Indian Bar Review
 Indian Journal of Research in Capital Market
 India Quarterly
 India Today
 Journal of the Indian Law Institute
 Lawyers update
 Lex Witness
 Outlook
 SEBI and Corporate Laws
 Supreme Court Cases
 The Practical Lawyer
 Yale Law Journal
Reference books  A M CHAKRABORTI, COMPANY NOTICE MEETINGS AND
RESOLUTIONS (5th ed. Taxmann Publications (P.) Ltd. 2009).
 A RAMAIYA, GUIDE TO THE COMPANIES ACT (Arvind P Datar& S
Balasubramanian eds., 18th ed. LexisNexis 2014).
 C R DATTA, THE COMPANY LAW (7th ed. LexisNexis 2017).
 GOWER & DAVIES, PRINCIPLES OF MODERN COMPANY LAW (Paul L
Davies & Sarah Worthington eds., 9th ed. Sweet & Maxwell 2012).
 K R CHANDRATRE, COMPANY MEETINGS: LAW, PRACTICE AND
PROCEDURE (3rd ed. LexisNexis 2015).
 K S ANANTHARAMAN, LECTURES ON COMPANY LAW AND
COMPETITION ACT (10th ed. LexisNexis 2010).
 STEPHEN GIRVIN, SANDRA FRISBY AND ALASTAIR HUDSON (eds.),
CHARLESWORTH’S COMPANY LAW (18th ed. Sweet & Maxwell 2011).
 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
GUIDELINES TO STUDY THE SUBJECT

Instructions to Students:

1. Go through the 'Syllabus' in the Black Board section of the web-site(https://learn.upes.ac.in) in

order to find out the Reading List.
2. Get your schedule and try to pace your studies as close to the timeline as possible.
3. Get your on-line lecture notes (Content, videos) at Lecture Notes section.  These are our lecture
notes. Make sure you use them during this course.
4. Check your blackboard regularly
5. Go through study material
6. Check mails and announcements on blackboard
7. Keep updated with the posts, assignments and examinations which shall be conducted on the
blackboard
8. Be regular, so that you do not suffer in any way
9. Cell Phones and other Electronic Communication Devices: Cell phones and other electronic
communication devices (such as Blackberries/Laptops) are not permitted in classes during Tests or
the Mid/Final Examination. Such devices MUST be turned off in the class room.
10. E-Mail and online learning tool: Each student in the class should have an e-mail id and a pass
word to access the LMS system regularly. Regularly, important information – Date of conducting
class tests, guest lectures, via online learning tool. The best way to arrange meetings with us or ask
specific questions is by email and prior appointment. All the assignments preferably should be
uploaded on online learning tool. Various research papers/reference material will be
mailed/uploaded on online learning platform time to time.
11. Attendance: Students are required to have minimum attendance of 75% in each subject. Students
with less than said percentage shall NOT be allowed to appear in the end semester examination.

This much should be enough to get you organized and on your way to having a great semester! If you need
us for anything, send your feedback through e-mail to your concerned faculty. Please use an appropriate
subject line to indicate your message details.

There will no doubt be many more activities in the coming weeks. So, to keep up to date with all the latest
developments, please keep visiting this website regularly.

RELATED OUTCOMES

1. The expected outcomes of the Program are:

PO1 Students will demonstrate conceptual knowledge in core areas of law.

PO2 Students will effectively apply their learnings to practical legal issues.
PO3 Students will be able to exhibit effective law professional skills, employing oral
and written communication, legal research, analysis, rationalization and critical-
 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
thinking.

Students will demonstrate ability to evolve alternative solutions from dynamic

PO4 socio-economic and techno-legal perspectives.

Students will demonstrate desirable qualities to be employable in the relevant

PO5 market.

Students will show sensitivity towards ethical, moral and social issues arising in
PO6 their professional career.

Students will exhibit commitment, teambuilding, networking, leadership and

PO7 lifelong learning skills to excel in legal world.

2. The expected outcomes of the Specific Program of B.A.,LL.B. (Hons) are:

Labour Law:

PSO1 Students will be able to demonstrate conceptual knowledge in core areas of social
sciences.
PSO2 Students will be able to demonstrate integrated knowledge of legal principles and
social sciences.
PSO3 Students will be able to exhibit skills in practices and procedures of Labour Law.

Criminal Law:

PSO1 Students will be able to demonstrate conceptual knowledge in core areas of social
sciences.
PSO2 Students will be able to demonstrate integrated knowledge of legal principles and
social sciences.
PSO3 Students will be able to exhibit skills in practices and procedures of Criminal Law.
Constitutional Law:

PSO1 Students will be able to demonstrate conceptual knowledge in core areas of social
sciences.
PSO2 Students will be able to demonstrate integrated knowledge of legal principles and
 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
social sciences.
PSO3 Students will be able to exhibit skills in practices and procedures of Constitutional
Law.

3. The expected outcomes of the Course are:

1. Understand and analyse varied methods of raising capital, other than shares, like
CO 1 borrowing and debentures and possible exploitation of minority-members and its
regulation and means of curbing under Companies Act, 2013
Plan the process of winding up of a company and its dissolution, bringing to an
CO 2
end the corporate personality of a company.
Summarise the various options of foreign collaboration and their execution within
CO 3
the ambit of corporate law realm.
2. Evaluate the grounds of fixing the corporate liability on companies and body
CO 4
corporates by comparing the jurisprudence that has developed in India and abroad.

4. Co-Relationship Matrix

Indicate the relationships by1- Slight (low) 2- Moderate (Medium) 3-Substantial (high)

Labour Law:

Program
Outcomes
PSO
PO1 PO2 PO3 PO4 PO5 PO6 PO7 PSO2 PSO3
1
Course
Outcomes
CO 1 2 2 3 1 2 1

CO 2 1 3 3 1 2 1 2 2

CO 3 1 2 1 2

CO 4 2 3 3 2 2 1 2 2 2

Average 1.67 2.5 2.75 1.5 1.5 1 2 1.5 2

 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4

Criminal Law:

Program
Outcomes
PSO
PO1 PO2 PO3 PO4 PO5 PO6 PO7 PSO2 PSO3
1
Course
Outcomes
CO 1 1 2 1 2 1

CO 2 1 2 1 2 2

CO 3 1 1 2 2

CO 4 2 3 3 2 2 1 2 2 2

Average 1.25 2 2.25 1.5 1.6 1 2 1.5 2

 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
Constitutional Law:

Program
Outcomes
PSO
PO1 PO2 PO3 PO4 PO5 PO6 PO7 PSO2 PSO3
1
Course
Outcomes
CO 1 2 2 3 1 2 1

CO 2 1 3 3 1 2 1 2 2

CO 3 1 2 1 2

CO 4 2 3 3 2 2 1 2 2 2

Average 1.67 2.5 2.75 1.5 1.5 1 2 1.5 2

5. Course outcomes assessment plan:

components
Attendance &
Course Article
Test/Quiz Mid Semester End Semester Class
Outcomes Writing/
Participation

CO 1     
CO 2    
CO3    
CO 4    
 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
BROAD PLAN OF COURSE COVERAGE
Course Activities:

Uni Planned Remarks

Description
t From To No. of Sessions

I Borrowing powers 1 11 11

II Debentures 12 16 5

Minority rights against

III oppression & 17 25 9
mismanagement

IV Winding up 26 39 14

Law and multinational

V 40 43 4
companies

VI Corporate Liability 44 48 5

Sessions: Total No. of Instructional periods available for the course

 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
SESSION PLAN

UNIT-I

Session Plan
CO
Lecture
Topics to be Covered Mapped

1. Introduction to Course Plan CO1

Borrowing Powers,
2. CO1
Implied power to borrow

3. Exercise of borrowing powers CO1

4. Ultra vires borrowings and remedies CO1

Charges and mortgages

5. CO1
–Kinds

Charges and mortgages

6. CO1
Registration of charges

7. Effect of winding up on charges CO1, CO3

8. Inter Corporate Loans and investments, CO1

9. Inter Corporate Loans and investments CO1

10. Inter Corporate Loans and investments CO1

11. Inter Corporate Loans and investments CO1

 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
SESSION PLAN

UNIT-II

Session Plan
Lecture Topics to be Covered CO Mapped

Debentures: Meaning and Characteristics

CO1
12.
Distinction between Shareholder and debenture holder

13. Kinds of debentures CO1

14. Debenture Trust deed and Role of Debenture Trustee CO1

15. Remedies of debenture holder CO1, CO2, CO4

16. Acceptance of deposits CO1

MID SEMESTER EXAMINATION

SESSION PLAN

UNIT-III

Session Plan
CO
Lecture Topics to be Covered Mapped

Minority Rights Against Oppression & Mismanagement

CO1
17.1. Rules of Majority

Personal Rights of the Members

18. CO1
Representative and Derivative Action

19. Exception to the Rules of Foss v Harbotte CO1

 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4

Prevention of Oppression And Mismanagement

20. CO1, CO4
Application to Tribunal for relief in cases of oppression, etc.

21. Power of Tribunal, Conditions for reliefs and Reliefs under section 242 CO1

Oppression- Meaning of oppression,

22. CO1
Acts held to be oppressive, Acts not held to be Oppressive

Oppression of Majority,
23. CO1
Applicability of Limitation Act, 1963

Prevention of Mismanagement
24. CO 1, CO4
Acts held to be mismanagement

25. Class Action Suits CO1, CO4

SESSION PLAN

UNIT-IV

Session Plan
CO
Lecture Topics to be Covered Mapped

Winding up
26. CO2
Overview ofBankruptcy & Insolvency Code, 2016

27. - Voluntary winding up

CO1, CO2
;
Winding up by Tribunal-Winding up by special Resolution CO2
28.
 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4
29. Who can make petition and Commencement of winding up CO1,CO2
Powers of Tribunal
CO2
30. Recall of winding up order

CO1,CO2,
31. Consequences of winding up order CO4
Report by Company Liquidator,
CO3
32. Advisory Committee

Powers of Tribunal in case of winding up CO3

33.
34. Dissolution of company, effect of order of dissolution CO3
Summary procedure for liquidation CO3
35.
Liquidators- Provisional Liquidator- Powers & Duties CO3
36.
37. Preferential Payments CO3

38. Liabilities of Contributories CO3

Winding up of unregistered company
39. CO3
Vanishing Companies

SESSION PLAN
UNIT-V

Session Plan

Lecture CO
Topics to be Covered Mapped

40. Law and multinational companies CO1, CO3

 Year:2019-24
Semester: II

1. Name of the Faculty: Ms. Priyanka Choudhary Course Code: CLCC

3006
2. Course : Company Law II L: 4
3. Program : B.A.,LL.B.(Hons.) T:
4. Target : 50 % P:
C: 4

41. 1. Foreign Company and its regulation CO1, CO3

42. FERA and FEMA CO3

2. Joint ventures- repatriation of project and Collaboration agreement

43. CO5
for technology transfer

SESSION PLAN

UNIT-V

Session Plan

Lecture CO
Topics to be Covered Mapped

44. Corporate Liability CO4

Legal liability of companies- civil CO1,CO2,

45.
CO4

CO1,CO2,
46. Legal liability of companies- criminal
CO4

47. 3. Recent developments on Corporate Criminal Liability CO4

48. 4. Recent developments on Corporate Criminal Liability CO4