DR. B.R.

AMBEDKAR NATIONAL LAW UNIVERSITY, SONIPAT

(Established by the Haryana State Legislature Act No. 15 of 2012)

SYLLABUS FOR B.A.LL.B. (HONS.) 5 YEARS INTEGRATED COURSE

Semester- VI

Course: Company Law

Course Code: 606
Course Credits: 05

Course Objectives:
1. To make the learners conversant with the key concepts under company law.
2. To make the learners understand with the key doctrines of corporate law.
3. To make the learners acquaint with the incorporation, functioning of Companies and
winding up.
4. To impart procedural knowledge on the subject.

Module-I
1. Company: Meaning, Definition and Kinds of Companies.
2. Theory of Corporate Personality, Lifting of Corporate Veil.
3. Incorporation of Companies: Certificate of Incorporation and its Effect.
4. Memorandum of Association: Clauses, Alteration, Doctrine of Ultra Vires.
5. Articles of Association: Contents and Alteration.
Case Laws:
1. Salomon v. Salomon and Co. Ltd., (1897) A.C. 22.
2. Dr. A. Lakshmana Swami Mudaliar v. Life Insurance Corporation of India, AIR 1963
SC 1185.
Module-II
1. Prospectus – Definition; Contents; Shelf-Prospectus and Red Herring Prospectus;
Liability for Mis-statements in Prospectus.
2. Shares: Kinds of Share Capital; General Principles and Statutory Provisions Related to
Allotment; Call on Shares; Surrender of Shares; Forfeiture of Shares.
3. Dematerialized form of Securities; Transfer and transmission of Securities.
4. Debt Capital: Debentures – Meaning, Kinds; Charge – Floating and Fixed Charge.
5. Difference between Share-holders and Debenture-holders.
 DR. B.R. AMBEDKAR NATIONAL LAW UNIVERSITY, SONIPAT
(Established by the Haryana State Legislature Act No. 15 of 2012)

Case Laws:
1. Shriomoni Sugar Mills Ltd. v. Debi Prasad, AIR 1950 ALL 508
2. Sahara India Real Estate Corporation Ltd. v. SEBI, (2013) 1 SCC 1

Module-III

1. Membership in a Company: Modes of Acquiring Membership, Who can be a Member,

Cessation of Membership.
2. Register of Members and Directors: Position, Appointment, Qualifications,
Disqualifications.
3. Powers and Duties of Directors, Director Identification Number
4. Meetings: Kinds and Procedure – Notice, Quorum, Chairman, Proxies and Voting
5. Corporate Social Responsibility
Case Laws:
1. LIC v. Escorts Ltd., (1986) 1SCC 264.
2. Official Liquidator v. Suleman Bhai Kachhi, AIR 1955 MP 166.

Module-IV

1. Majority Rule and Minority Protection and Its exceptions.

2. Prevention of Oppression and Mismanagement: Who can Apply, Powers of Central
Government.
3. Winding up: Modes of Winding up – By Court, Voluntary Winding up by Members.
4. Winding up Subject to Supervision of Court.
5. Creditors under Insolvency and Bankruptcy Code, 2016.
Case Laws:
1. Shanti Prasad Jain v. Kalinga Tubes, 1965 SC 1535.
2. Seth Mohan Lal v. Grain Chambers Ltd., AIR 1968 SC 772.

Course Outcomes:
1. The learners will be conversant with the key concepts under company law.
2. The learners will understand the key doctrines of corporate law and the application of
the same.
 DR. B.R. AMBEDKAR NATIONAL LAW UNIVERSITY, SONIPAT
(Established by the Haryana State Legislature Act No. 15 of 2012)

3. The learners will be able to understand the procedure of incorporation, functioning of a

Company and winding up.
4. The learners will gain procedural knowledge on the subject.

Suggested Readings:
1. Dr. Avtar Singh, Company Law; Eastern Book Company, Lucknow.
2. C.R. Datta, Datta on the Company Law, Lexis Nexis, Butterworths Wadhwa, Nagpur.
3. A. Ramaiya, Guide to the Companies Act; Lexis Nexis, Butterworths Wadhwa, Nagpur.
4. A.K. Majumdar, Dr. G.K. Kapoor, Sanjay Dhamija, Company Law and Practice;
Taxmann, New Rohtak Road, New Delhi.
5. L.C.B. Gower, Principles of Modern Company Law; Stevens & Sons Ltd., London.
6. R. Suryanarayanan, Company Law Ready Reckoner; Commercial Law Publishers,
Delhi.
7. D.K. Jain, Company Law Ready Reckoner; Bharat Law House Pvt. Ltd, Delhi.

Statute(s):
1. Companies Act, 2013
(Latest editions are prescribed)
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