Syllabus (COMMERCE)

Course Type: ME-3

Semester: 3

Course Code: BBCOMMEN23T

Course Title: Business and Corporate laws

(L-P-Tu): 3-0-1

Credit: 4

Practical/Theory: Theory

Course Objective: 1. To understand the legal dimension that is necessary for carrying out various activities of a business. 2. To learn Indian Contract Act, 1872, Sales of Goods Act, 1930. 3. To know administration of company law, characteristics of a company, corporate veil, types of companies etc. 4. To learn about various documents that are required for functioning a company. 5. To acquire knowledge about company management according to Company’s Act 2013.

Learning Outcome: After learning business and corporate laws students will have sufficient knowledge regarding legal aspects of a business.

Subject: Business and Corporate Laws

Business Laws:
Unit 1: The Indian Contract Act, 1872 (Lectures: 10)
Contract- Meaning, characteristics and kinds, Essentials of a valid contract- offer and acceptance, consideration, contractual capacity, free consent, legality of objects; Void agreements, Discharge of a contract – modes of discharge, breach and remedies against breach of contract. Contingent contracts, Quasi contracts.

Unit 2: The Indian Contract Act, 1872: Specific Contract (Lectures:10 )
Contract of Indemnity and Guarantee
Contract of Bailment
Contract of Agency

Unit 3: The Sale of Goods Act, 1930 (Lectures:10 )
Contract of sale, Meaning and difference between sale and agreement to sell, Conditions and warranties, Transfer of ownership in goods including sale by a non-owner Performance of contract of sale, Unpaid seller – meaning, rights of an unpaid seller against the goods and the buyer.

Uint-4: Corporate Law

Part 1: Introduction (Lectures:10 )
Administration of Company Law [including National Company Law Tribunal (NCLT), National Company Law Appellate Tribunal (NCLAT), Special Courts]; Characteristics of a company; lifting of corporate veil; types of companies including one person company, small company, and dormant company; association not for profit; illegal association; formation of company, on-line filing of documents, promoters, their legal position, pre-incorporation contract; on-line registration of a company.

Part 2: Documents (Lectures: 10)
Memorandum of association, Articles of association, Doctrine of constructive notice and indoor management, prospector-shelf and red herring prospectus, misstatement in prospectus, GDR; book-building; issue, allotment and forfeiture of share, transmission of shares, buyback and provisions regarding buyback; issue of bonus shares.

Part 3: Company Management (As per Company’s Act, 2013) (Lectures: 10)
Classification of directors, women directors, independent director, small shareholder’s director; disqualifications, director identity number (DIN); appointment; Legal positions, powers and duties; removal of directors; Key managerial personnel, managing director, manager;
Meetings: Meetings of shareholders and board of directors; Types of meetings, Convening and conduct of meetings, Requisites of a valid meeting, postal ballot, meeting through video conferencing, e-voting.
Committees of Board of Directors-Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee.

Reading References:

A Compendium of Companies Act 2013, along with Rules, Taxmann Publications.

Agarwal, R., Mercantile and Commercial Laws, Taxmann Publications.

Aswathappa, K. & Kumar, Niraj, Business Legislations, Himalaya Publishing House.

Bagrial, A.K., Company Law, Vikas Publishing House.

Bansal, C.L., Business Law, Taxmann Publications.

Bhatia A., Arora P., Chaudhury L. & Chhabra, P., Business Regulatory Framework, Kalyani Publishers.

Chandra Bose, Business Law, PHI Learning.

Gulshan S.S., Business Law Including Company Law, New Age International.

Kapoor, G.K., Corporate Laws, Taxmann Publications.

Kapoor, G.K. & Dhamija, Sanjay, Company Law, Bharat Law House, Delhi.

Kapoor, N.D., Elements of Company Law, Sultan Chand.

Kapoor, N.D., Elements of Business and Economic Laws, Sultan Chand & Sons.

Kapoor, N.D., Elements of Mercantile Law, Sultan Chand & Sons.

Kuchhal, M.C., Business Law, Vikas Publishing House.

Kuchhal, M.C. & Kuhhal, V., Mercantile Law, Vikas Publishing House.

Kuchhal, M.C., Modern Indian Company Law, Shri Mahavir Book Depot (Publishers), Delhi.

Kumar, Anil, Corporate Laws, Indian Book House, Delhi.

Kumar, Ravinder, Legal Aspects of Business, Cengage Learning.

Maheshwari S.N. & Maheshwari, S.K., Elements of Corporate Laws, Himalaya Publishing House.

Maheshwari S.N. & Maheshwari, S.K., Principles of Business Law, Himalaya Publishing House.

Majumdar, A.K. & Kapoor, G.K., Student’s Guide to Company Law, Taxmann Publications.

Manual of Companies Act, Corporate Laws and SEBI Guideline, Bharat Law House, New

Delhi.

Pandab, S.K., Companies Act, 2013, Law Point Publishers, Kolkata.

Pathak, Akhileshwar, Legal Aspects of Business, Mc-Graw Hill Education.

Pillai, R.S.N. & Bagavathi, V., Business Law, S. Chand & Co.

Sheth, Business Law,Pearson

Shukla, M.C., A Manual of Mercantile Law, S. Chand & Co.

Tulsian, P.C. & Tulsian, B., Business Law, Mc-Graw Hill Education.