This book is a comprehensive textbook on Company Law designed to provide students with updated, concise, and clear study material in a compact manner. It enables readers to understand the regulatory and procedural aspects of company law, delve into legal documentation, analyse capital-raising processes, and acquaint themselves with corporate decision-making and winding-up procedures. This book aims to fulfil the requirements of students of undergraduate courses in commerce and management, particularlyB.Com. (Hons.) under the Undergraduate Curriculum Framework (UGCF)B.Com. under the Undergraduate Curriculum Framework (UGCF)Non-Collegiate Women's Education Board (NCWEB)School of Open Learning (SOL), University of DelhiOther Universities throughout India The Present Publication is the 4th Edition (based on the National Education Policy [NEP]), authored by Dr Rajni Jagota, with the following noteworthy features:[Latest Amendments & Developments] have been incorporated at relevant places o Extended window for Demat of Shares in case of Producer Companies o Recent revision in SS-1 and SS-2 made effective from 1st April 2024 o Virtual General Meetings being allowed up to 30th September 2025 o Setting up of Central Processing Centre (CPC) for processing e-forms filed with fee under Companies (Registration of Offices & Fees) Rules, 2014, with effect from February 2024[Extensive Use of Government Websites] has been made for writing this book[Practical Exercises] have been included in this book in line with the goals of the National Education Policy[Case Laws & Illustrations] have b... See more

This book is a comprehensive textbook on Company Law designed to provide students with updated, concise, and clear study material in a compact manner. It enables readers to understand the regulatory and procedural aspects of company law, delve into legal documentation, analyse capital-raising processes, and acquaint themselves with corporate decision-making and winding-up procedures.

This book aims to fulfil the requirements of students of undergraduate courses in commerce and management, particularlyB.Com. (Hons.) under the Undergraduate Curriculum Framework (UGCF)B.Com. under the Undergraduate Curriculum Framework (UGCF)Non-Collegiate Women's Education Board (NCWEB)School of Open Learning (SOL), University of DelhiOther Universities throughout India
The Present Publication is the 4th Edition (based on the National Education Policy [NEP]), authored by Dr Rajni Jagota, with the following noteworthy features:[Latest Amendments & Developments] have been incorporated at relevant places
o Extended window for Demat of Shares in case of Producer Companies
o Recent revision in SS-1 and SS-2 made effective from 1st April 2024
o Virtual General Meetings being allowed up to 30th September 2025
o Setting up of Central Processing Centre (CPC) for processing e-forms filed with fee under Companies (Registration of Offices & Fees) Rules, 2014, with effect from February 2024[Extensive Use of Government Websites] has been made for writing this book[Practical Exercises] have been included in this book in line with the goals of the National Education Policy[Case Laws & Illustrations] have been included to enable easy comprehension for students[Did You Know & Knowledge Points] are additional features of this book[Figures & Tables] have been incorporated to provide a bird's eye view of the legal process[Examination Questions & Practical Problems] are given at the end of each chapter to enhance the utility of this book for the students preparing for their semester examinations. Coverage of Past Examination Questions is as follows:
o B.Com. (Hons.) (CBCS) – 2023 | Semester – II
o B.Com. (Pass) (CBCS) – 2023 | Semester – III
o B.Com. (Hons.) (UGCF) – 2024 | Semester – II
o B.Com. (Pass) (UGCF) – 2024 | Semester – II
The structure & organisation of the book is as follows:The book is divided into five broad units, each representing a critical pillar of Company LawWithin each unit, chapters progress from basic to advanced topics, ensuring a gradual buildup of knowledgeLearning objectives are clarified at the outset, and each chapter concludes with practical exercises, 'Did You Know' sections, case illustrations, and question banks to reinforce key conceptsThis modular structure helps students:
o Navigate the content according to their specific learning needs
o Cross-reference related legal provisions
o Prepare systematically for academic and professional exams
The detailed table of contents is as follows:Unit I | Introduction – This first unit equips students with foundational knowledge, setting the stage for deeper exploration of the legal and procedural aspects in the upcoming units
o The Company and its Characteristics
§ Explores the concept of a company and defines its fundamental traits, including separate legal entity, perpetual succession, and limited liability
§ Clarifies how companies differ from other forms of business organisations
§ Discusses the evolution of the Companies Act and critical case laws
o Overview of Administration of Company Law
§ Provides an overview of the regulatory framework (Ministry of Corporate Affairs, SEBI, etc.)
§ Examines the role of tribunals, appellate authorities, and special courts (e.g., NCLT, NCLAT) in Company Law matters
§ Highlights important enforcement mechanisms and government bodies involved in corporate governance
o Types of Companies
§ Classifies companies based on liability, size, public vs. private status, extent of government control, purpose, etc.
§ Introduces specific forms like one-person companies, small companies, producer companies, and foreign companies
§ Explains privileges, compliance requirements, and unique characteristics of each typeUnit II | Formation and Incorporation Document – Students understand how a company's identity and powers are established by understanding the formation process and core documents (MoA & AoA). This sets the foundation for advanced topics like share capital, management, and compliance
o Formation of Company
§ Discusses the pre-incorporation phase, including the roles and responsibilities of promoters
§ Explores online registration procedures (e.g., SPICe+ Form) and requirements under the Companies Act 2013
§ Examines the legal impact of pre-incorporation contracts and the importance of obtaining the Certificate of Incorporation
o Memorandum of Association
§ Explains the Memorandum of Association (MoA) as a company's constitution, detailing the name, registered office, objectives, liability, etc.
§ Highlights doctrines like ultra vires, emphasising that a company must act within the powers stated in its MoA
§ Describes the procedure for alteration of the Memorandum and its legal implications
o Articles of Association
§ Defines Articles of Association (AoA), covering the internal regulations of the company
§ Introduces the doctrine of indoor management, clarifying that outsiders can assume compliance with internal procedures
§ Explains how the AoA can be amended and how it operates in conjunction with the MoAUnit III | Share Capital – Share Capital is central to a company's financial structuring. This unit ensures learners understand regulatory compliance, investor protection, and practical aspects of capital raising
o Prospectus
§ Defines prospectus and outlines its legal significance for public issues of securities
§ Discusses types (such as red herring and shelf prospectus) and legal consequences of misstatements
§ Focuses on disclosures, liabilities, and remedies for investors and regulators
o Issue and Allotment of Shares
§ Describes various modes of share issuance, including rights issue, bonus issue, private placement, and preferential allotment
§ Delves into book-building processes, pricing strategies, and SEBI regulations for listed companies
§ Details the concept of Demat for seamless electronic trading and compliance
o Calls, Forfeiture, and Transfer of Shares
§ Explains calls on shares and procedures for call money
§ Covers the forfeiture of shares for non-payment and legal formalities associated with reissue
§ Guides on transfer vs. transmission of shares and the processes for eachUnit IV | Management and Meetings– This unit underscores the corporate decision-making process, highlighting both strategic and statutory requirements for effective governance
o Company Management
§ Examines the roles and responsibilities of directors, including executive and independent directors and key managerial personnel (KMP)
§ Stresses on qualification, disqualification, and appointment procedures, along with director identification number (DIN) norms
§ Explores board powers, duties, and accountability under the Companies Act and SEBI regulations
o Meetings and Requisites of Valid Meeting
§ Classifies various types of meetings—Board Meetings, Annual General Meetings (AGMs), and Extraordinary General Meetings (EGMs)
§ Defines quorum, agenda, notice requirements, resolutions (ordinary vs. special), and minutes of meetings
§ Discusses modern practices such as virtual meetings and e-voting to align with contemporary corporate governance normsUnit V | Dividends, Audits, and Winding Up – The final unit completes the corporate lifecycle by explaining profit distribution, compliance checks, and the exit process
o Dividend
§ Defines dividend and describes the legal procedure for declaration and distribution
§ Explains relevant compliance aspects, including interim dividends, and addresses penalties for default in payment
o Audit and Auditors
§ Covers the concept of corporate auditing, focusing on appointment, rotation, powers, and duties of auditors
§ Identifies qualifications and disqualifications, along with the removal process
§ Introduces secretarial audit for verifying statutory compliance
o Winding Up
§ Provides a comprehensive overview of the winding-up process, covering voluntary and compulsory winding-up
§ Details how Insolvency and Bankruptcy Code (IBC), 2016 interfaces with winding-up procedures
§ Outlines the roles of liquidators, tribunals, and creditors in dissolving the company's affairs
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