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Company Law

Semester 5 · 22 topics in 5 units

Past question papers for Company Law

Unit I 4 topics

  1. The company: history, nature and corporate personalityHow Indian company law grew from the 1850 Act to the Companies Act, 2013, what a company is, the characteristics and advantages of incorporation, Salomon and separate legal personality, limited liability and perpetual succession, with the bombed general meeting problem worked out.8 min
  2. Kinds of companiesCompanies classified by mode of incorporation, by liability, by number of members and by control or ownership: private, public and One Person Companies, guarantee and unlimited companies, holding and subsidiary, Government, section 8, small, listed, dormant, producer and foreign companies under the Companies Act, 2013.7 min
  3. Lifting the corporate veilWhen courts and statutes disregard the separate personality of a company: fraud and sham, enemy character, evasion of tax and of legal obligations, the holding-subsidiary group, and the Indian Supreme Court cases from Tata Engineering (1964) and LIC v. Escorts (1985) to Balwant Rai Saluja (2014).7 min
  4. Promoters: position, duties and liabilitiesWho is a promoter under section 2(69), the fiduciary position from Erlanger and Gluckstein, secret profits and disclosure, pre-incorporation contracts and preliminary expenses, statutory liability for the prospectus and for fraudulent incorporation, with the unpaid registration expenses problem worked out.7 min

Unit II 5 topics

  1. Incorporation and the certificate of incorporationThe procedure for registering a company under sections 3, 4 and 7 of the Companies Act, 2013, the documents and declarations filed, the certificate of incorporation and its effect, the corporate identity number, commencement of business under section 10A, and what the Tribunal can do under section 7(7) where incorporation was obtained by fraud.6 min
  2. Memorandum of association and the doctrine of ultra viresThe clauses of the memorandum under section 4, how each is altered under sections 13 and 61, and the doctrine of ultra vires from Ashbury Railway Carriage v. Riche to Lakshmanaswami Mudaliar, with its consequences and the class action remedy in section 245.7 min
  3. Articles of association and the binding force of the memorandum and articlesWhat the articles contain under section 5, entrenchment, how they differ from the memorandum, the statutory contract in section 10 and whom it binds (Eley, Hickman, Wood v. Odessa, Rayfield v. Hands), and the power to alter articles under section 14 subject to the bona fide test from Allen v. Gold Reefs.6 min
  4. Constructive notice and the doctrine of indoor managementThe deemed notice of a company's public documents, its harsh consequences in Kotla Venkataswamy, the rule in Royal British Bank v. Turquand that protects outsiders from internal irregularities, its exceptions (knowledge, suspicion, forgery, insiders, no reliance), section 176, and a worked borrowing problem.7 min
  5. Prospectus: contents, kinds and liability for misstatementThe definition of prospectus in section 2(70), deemed, shelf, red herring and abridged prospectuses, the contents now specified by SEBI under section 26, registration and expert consent, and civil and criminal liability for misstatements under sections 34 to 37 alongside Derry v. Peek and Rex v. Kylsant.7 min

Unit III 5 topics

  1. Board of directors: powers, distribution of powers and dutiesThe general power of the Board under section 179, powers exercisable only at Board meetings, restrictions requiring a special resolution under section 180, the division of power between the Board and the general meeting (Automatic Self-Cleansing Filter, John Shaw), the legal position of directors, and their duties under section 166 and the case law from City Equitable to Dale and Carrington.7 min
  2. Directors: appointment, qualifications, types, remuneration and removalComposition of the Board under section 149, modes of appointment, the Director Identification Number, disqualifications under section 164, the limit of twenty directorships in section 165, types of director including independent, additional, alternate and nominee directors, managerial remuneration under section 197, vacation, resignation and removal under section 169, with the fifteen-directorships problem worked out.8 min
  3. Company meetings and resolutionsKinds of meetings under the Companies Act, 2013: Board and committee meetings, the annual general meeting, the extraordinary general meeting and its requisition by members (LIC v. Escorts), class meetings; notice, explanatory statement, quorum, proxies, voting, and ordinary and special resolutions.7 min
  4. Majority rule, minority protection and prevention of oppression and mismanagementThe rule in Foss v. Harbottle and its exceptions, the statutory remedy for oppression and mismanagement under sections 241 to 246 of the Companies Act, 2013, who may apply under section 244, the Tribunal's powers under section 242, the Central Government's powers, class actions under section 245, and the Supreme Court's reading in S.P. Jain, Needle Industries and Tata Consultancy Services v. Cyrus Investments (2021).8 min
  5. Corporate social responsibilityThe mandatory CSR regime in section 135 and Schedule VII of the Companies Act, 2013: the thresholds, the CSR Committee, the two per cent spend, ongoing projects and the Unspent CSR Account, set-off, and the civil penalty that replaced imprisonment in 2020.5 min

Unit IV 5 topics

  1. Share capital and kinds of sharesShares as a source of capital: the meaning of share, the kinds of share capital (authorised, issued, subscribed, called-up, paid-up, reserve), equity and preference shares under section 43, sweat equity, bonus and rights shares, the ban on issue at a discount, variation of class rights, and alteration and reduction of capital under sections 61 and 66.6 min
  2. Allotment of shares, private placement and membershipGeneral principles of allotment, the statutory restrictions in sections 39 and 40 (minimum subscription, application money, listing, separate account), private placement under section 42 and the Sahara decision, who may become a member and how under section 2(55), and the subscriber who refuses to pay for the shares he subscribed.7 min
  3. Transfer and transmission of shares, judicial intervention and rights of shareholdersProcedure for transfer under section 56, transmission, restrictions in private companies (V.B. Rangaraj), refusal to register and appeal to the Tribunal under section 58, rectification of the register under section 59, forged transfers and the share certificate, and the rights and privileges of shareholders.7 min
  4. Dividends and the prohibition on buy-backDeclaration and payment of dividends under sections 123 to 127: the sources from which dividend may be paid, interim and final dividends, the five-day deposit and thirty-day payment rules, the Unpaid Dividend Account and IEPF, and the general prohibition on a company buying its own shares (Trevor v. Whitworth, section 67) with the exception for buy-back under sections 68 to 70.6 min
  5. Debentures, charges and acceptance of depositsBorrowed capital: the meaning and kinds of debentures, fixed and floating charges and crystallisation, debenture trustees and their duties, remedies of debenture-holders, redemption and the debenture redemption reserve, shareholders and debenture-holders distinguished, registration of charges under section 77, and the regulation of deposits under sections 73 to 76A.7 min

Unit V 3 topics

  1. Reconstruction, amalgamation, takeovers and the NCLTCompromises and arrangements under section 230, merger and amalgamation under section 232 and the fast-track route in section 233, vesting of rights and transfer of obligations, the Tribunal's supervisory jurisdiction (Miheer Mafatlal, Hindustan Lever Employees' Union), acquisition of dissenting and minority shareholders under sections 235 and 236, and the constitution and powers of the NCLT and NCLAT.8 min
  2. Winding up: concept, modes, grounds and the powers of the TribunalWhat winding up means, the modes of winding up after the Insolvency and Bankruptcy Code, 2016 rewrote Chapter XX, the five grounds for winding up by the Tribunal in section 271 including the just and equitable ground (Hind Overseas, Mohan Lal v. Grain Chamber), who may petition under section 272, the powers of the Tribunal under section 273, and the effect of a winding up order.8 min
  3. The liquidator, preferential payments and insolvency under the IBCAppointment, powers and duties of the Company Liquidator under sections 275 and 290, overriding and ordinary preferential payments under sections 326 and 327, fraudulent preference, and a short account of the corporate insolvency resolution process, liquidation and the distribution waterfall under the Insolvency and Bankruptcy Code, 2016 as amended up to 2026.7 min