Corporate Law Course Content Unit I: Historical evolution, Formation and kinds of ‘Company * Historical evolution: Industrial revolution, Development from partnerships. to corporate bodies, joint stock companies, Bubbles Act, Indian Joint Stock Companies Act 1850, Corporate Personality and the rule in Salomon v. Salomon& Co Ltd, Doctrine of Lifting the Corporate Veil, pros and cons of companies. * Definition and Kinds of Company: By liability, size and nature- One Person Company, Private Company, Public Company, Government Company, Foreign Company, Holding Company and Subsidiary Company, charitable companies, + Formation and Registration of Company: certificate, evidentiary value, incorporation rules Module I: Corporate Structuring and Issuance of Securities * Memorandum of Association: Contents, what is MoA, undesirable names, object clause (Ashbury & other cases), Doctrine of Ultra Vires, Principle of constructive notice, consequences of ultra vires acts, alteration of Memorandum of Association * Articles of Association: Contents, distinction between MoA and AoA, how AoA binds members and companies inter se, privity of contract, can third parties sue based on AoA, Doctrine of Indoor Management & exceptions to the rule, apparent authority, alteration of articles * Prospectus: Definition, Contents and kinds of the Prospectus, Sections 26-37, Golden rule of drafting prospectus, Civil and Criminal Liability of Misstatement of Prospectus, Doctrine of Attribution in Corporate Criminal Liability, Defenses available to directors & auditors, Caparo v. Dickman test, remedy in cases of recession (and situations where the right is lost) * Online issue and the issue of securities by book-building Module II: Share Capital and Debentures + Kinds of Share Capital, Kinds of Shares and Debentures, Difference between shares and debentures, Issue of shares, Registration, Transfer and Transmission of shares, Buyback, Employee Stock Ownership Plan, Bonus Share, Sweat Equity Share, Rights of Preference shareholders and equity share holders * Role of SEBI, Ss. 23, 24 of Companies Act 2013, private plad¥ment, process involved in going public, intermediaries, SEBI functions, primary versus secondary markets Module IV: Promotion of the Company and Corporate Governance + Promoters: Who is a promoter, Definition, Functions performed,’ Legal Position, Duties towards company, Remuneration, Civil and Criminal Liability, Pre Incorporation contracts. ‘Membership: who is a member, 8. 2(55), Can minors be members? Directors: Composition, Kinds, Appointment, removal, vacation/disqualification, Duties- statutory, common-law duties, self-dealing, Duty of disclosure/related party A> Or)transactions/loan to directors, Power and responsibility of Board of Directors, Relation of Directors with the Company © Corporate Social Responsibility * Meetings: Kinds of Meetings, Procedure of Meetings, Resolutions ‘* Oppression and Mismanagement: Rule in Foss v. Harbottle, Majority v. Minority Share-holders, Section 241-246 of the Companies Act, 2013, Relief against Oppression and Mismanagement and the powers of NCLT, Class action suit, TATA Mistry Controversy, Compromise and arrangements Module V: Audit and Winding Up ‘* Accounts and Audit: Accounts of the Company, Books of Accounts, Financial Statements, Board’s Report, National Financial Reporting Authority, Internal Audit, Appointment and removal of Auditor, Eligibility, Qualification and Disqualification of Auditor ‘© Winding Up: By the Tribunal, grounds for winding up by the Tribunal, Eligibility of Petitioners, Power of the Tribunal, Appointment and role of Company Liquidator, Obligation of the Management, Dissolution of Company, Official Liquidator References: > Paul Davies and Sarah Warthington, Principles of Modern Company Law (19*edn. Sweet & Maxwell, 2012), > Ed. Geoffrey Morse, Palmer’s Company Law (Sweet & Maxwell) Latest edition, > Stephen Girvin, Sandra Frisby and Alastair Hudson, Charlesworth’s Company Law (i8%edn, Sweet & Maxwell, 2011) > A Ramaiya, Guide to the Companies Act, Vol. 1, 2, 3 (19"edn. Lexis Nexis, 2020). > GK Kapoor and Sanjay Dhamija, Company Law (University Edition) (24%edn. Taxman Publications (P) Ltd., 2022). > GK Kapoor and Sanjay Dhamija, Company Law and Practice (26%edn. Taxmann Publications Pvt. Ltd., September 2022). > Avtar Singh, Company Law (17%edn, Eastern Book Company, 2018). > Amitava Banerjee, Company Meetings and Resolutions (Taxmann Publications (P) Ltd., September 2018).PROPERTY LAW-II ‘Course Content UNIT-I: Alienation and sale of immovable property. ‘© Sale and Agreement to sell. «Sale and Exchange. © Seller’s charge and buyer's charge. Seller's and buyer's rights and obligations. UNIT-Il: Mortgages & Charges-I (Basie Principles) © Constituents of valid mortgage. «Types of mortgages. ‘© Charge and mortgage- Difference. Rights and Liabilities of mortgager and mortgagee. : Mortgages & Charges-II (Enforcement) Right of foreclosure Right of Sale Right of Redemption & Subrogation Marshalling and Contribution Enforcement of Security Interest under SARFAESI Act, 2002. UNIT-IV: Lease & License Meaning and Types. Difference between Lease and License, Constituents of valid lease. Rights and liabilities of lessor and lessee. Modes of determination of lease. ‘UNIT-V: Gift and Actionable claim may © Concept of Gift, Difference with Will & partition. © Transfer of gift how effected. * Conditional, Revocable, Onerous Gift, Universal Donee « Actionable claim ‘* Transfer of actionable claims. jeneral Principles, William Swadling, English Private#aw, Oxford University Law of Transfer of Property, Vepa P. Sarathi, Estern Book Company. Property Law, Poonam Pradhan Saxena, Lexis Nexis Student Series. Property Law: Commentary & Material, Alison Clarke & Paul Kobler, Cambridge University Press. Property Law, Dr. AP Singh & Ashish Kumar Srivastava, LexisNexis Butterworth’s. Transfer of Property Act, Mulla, Lexis Nexis Transfer of Property Act, Darashaw Vakil, LexisNexis Butterworth’s,BANKING AND INSURANCE LAW Course Content UNIT-I: * Indian Banking Structure - Origin ~Concept and development of Banking Institutions § Rubes and functions of banks - Commercial banks - Banking companies in India * RBI - Constitution, Management and Functions, Banking Regulation Act, 1949 and its relevant provisions. UNIT-II: $ Banker-Customer Relationship: Legal Nature, Mutual Rights and Duties * Special Categories of Customers, Types of Accounts and Other Services. Banking Ombudsman Scheme, 2006: * Debt Recovery Tribunal- Organization and Procedure, UNIT: * Legal aspects of Negotiable Instrument and special features of promissory note, bill of exchange, Holder and Holder in due course, * Grossing of Cheques and payment,Dishonour of Cheques, Noting and Protest of Negotiable Instrument, * frauds, Forgeries and Vigilance in Banking Operation: Copying, Hacking, Illegal Electronic Fund Transfer, UNIT-IV: ¢ Insurance Law: Introduction, Definition, Nature, characteristics * General Principals of Insurance Law and Practice: Premium, Good Faith Proximate Cause Misrepresentation, InsurableInterest, Warranties aad Conditions, Indemnity and Subrogation © Insurance Regulatory Development Authority: Duties, Functions and Power and specific sections of Insurance Act 1938. UNIT-V: © Life insurance: General principles of life insurance contract; proposals and policy; fssignment and nomination; title and claims; Life Insurance Corporation - role and functions. © General insurane types of fire polic claims and recovery, Kinds of general insurance; nature of fire insurance; various subrogation; double insurance; contribution; proximate cause: REFERENCES: 1 Tannan, ‘MLL, revised by C.R. Datta&S.K Kataria)Banking Law and Practice, Wadhwa & Company, Nagpur 2. Gupta R. Banking Law and Practice in 3 Vols. Modern Law Publications,8 H Srinivasan - Prineiy 9, h ly Ivamy - General Principles of insuran 10. Insurance Act, 1938, The Marit 1. The Life Insurance orati | 1956, General j Nationalization) Act, 197 12. Avtar Singh Insurance (Business) ~ Negotiable Instruments ActLABOUR LAW Course Content UNIT-I: Introduction ‘The Concept and the Evolution of the Labour Law © Constitutional Framework and the Industrial Relations © Importance of Labour Laws in the era of Globalisation and Privatisation Directions of Labour Law UNIT-II: The Industrial Disputes Act, 1947 Power of the Appropriate Government Industrial Dispute and the Individual Dispute + Arena of interaction and Participants in Industrial Dispute * Settlement of Industrial Dispute UNIT-IIL: The Industrial Employment (Standing Orders) Act, 1946 ‘© Scope and Coverage of IESOA © Modification and Temporary Application of the Model Standing Order Interpretation and Enforcement of Standing Orders © Role of the Appropriate Government UNIT-IV: The Employee's Compensation Act, 1923 © The Concept of injury “ arising out of and in the Course of Employment” Disablement : Partial and Total : Temporary and Permanent © Quantum of Compensation : Principle for Determination ‘The Employees’ State Insurance Act. 1948 Corporation, Standing Committee and Medical Benefit Council Finance and Audit Contribution and Benefits ‘Adjudication of Disputes and Claims UNIT-V: Conduct of Disciplinary Proceedings * Disciplinary Suspension ‘© Suspension Pending Investigation © Culpable Misconduct © Dismissal REFERENCE! Labour Law & Labour Relations: Cases and Materials by S.C. Srivastava. 2. Industrial Relations and Labour Laws by S.C. 3. Handbook of Labour and Industrial Law by P.L. Malik 4, Labour and Industrial Laws by V.G. Goswami 5 6. 1. . Law Relating to Dismissal, Discharge Retrenchment: Under Labour Law by H.L. Kumar: Service and Labour Laws by AR Lakshmanan . Globalization and the Future of Labour Law by John D.R. Craig and Michael Lynk.B.A.LL.B. Hons.) V1 semester, January-June, 2023 Drafting, Pleading and Conveyance 1 Pleadings: |-Meaning, Importance and Functions Of Pleadings - Order 6 of CPC 2.Essentils of Pleading, Striking out Pleadings, Amendment in Pleadings 3.Necessary Parties and Proper Parties $ loinder, Non joinder and Mis-joinder of parties 5.Jurisdiction of the Civil Courts 11 Civil Pleadings: |: Plaint- Meaning of plain, Ingredient of Plaint and Draft of Plaint (Order 7 of CPC) 2. Written Statement. (Order 8 of CPC) 3. Interlocutory Application/ Caveat 4. Appeals/Revision IIL. Criminal Pleadings: |. Meaning - Criminal Pleadings in India 2. Complaint (Sec.2d of Cr PC) , FIR Application for Bail (Sev.436, Sec. 437, Sec.438 of Cr. PC) 4. Application U/S, 125 of the Code of Criminel Procedure AV. Conveyancing: 1, Essentials of Deed 2 Sale Deed, Partnership deed, Partition deed, Lease deed 3: Distinction between Lease and License, Sale and | 4. Gift deed, Adoption deed 5. Power of Attorney IV. Miscellaneous: % Notice | under See.80 of CPC © Affidavits * Application for Temporary Injunction Books Recommended: a Agarwal 1P., Pleadings in India Vol.L: Principles and Precedents, 2~ Ed-Dethi: Dethi Law House Giles Francis Harwood, Odgers’ Principles of Pleading and Practice:Universl, Law Publishing ° Mogha P.C., The Law of Pleadings in India with Precedents, 16* Ed, Ed. By K.N. Goyal and GC. Mogha~ Cateutta Eastern Law House. ° MA Mallick, Ganguly's, Civil Court Practice and Procedure,LAW OF ENVIRONME) Course Content UNIT- I: INTRODUCTION Environment: meaning and components ‘* Approaches to Environment + General principles in Environmental law: Precautionary principle; Polluter pays principle; Sustainable development; Public trust doctrine. UNIT-II: CONSTITUTIONAL PERSPECTIVE, + Environmental Federalism Environmental duties and obligation © Fundamental Right to Environment UNIT-IIl: SELECT LEGAL CONTROL Forest Conservation Act, 1980 © Environment Protection Act ,1986 «National Green Tribunal Act,2010 UNIT-IV: SELECT JUDICIAL APPROACH © Industrial Pollution ‘© Water Pollution © Noise Pollution UNIT-V: CLIMATE CHANGE What it means? © Causes & Effects © Legal Control + Role of India REFERENCE! CM. Jariwala, Environment and Justice AK Tiwari, Environmental Laws In India Dr.GurdipSingh, Environmental Law in India Divan, Rosencranz Environmental Law & policy in India ~ P.Leelakrishan, An Environmental Law in India S.C. Shastri, Environmental Law ayeepe