B.Com Company Law

Company Law is a comprehensively revised, academically authoritative, and pedagogically mature textbook that presents the law relating to companies in India in a systematic, conceptually coherent, and student-centric manner. Anchored firmly in the Companies Act 2013, this Edition incorporates all material legislative and regulatory developments introduced through the Companies (Amendment) Acts 2018 and 2020, amendments to the allied Rules (including the Companies (Prospectus and Allotment of Securities) Second Amendment Rules 2023), and relevant provisions of the Insolvency and Bankruptcy Code 2016, insofar as they apply to companies. The book is not conceived merely as a reproduction or commentary on statutory provisions. Instead, it is designed as a structured academic exposition that explains the conceptual foundations, procedural mechanisms, and operational consequences of company law. By combining statutory interpretation with judicial reasoning, illustrations, flowcharts, and applied exercises, the book enables learners to understand both the letter of the law and its practical working within the corporate regulatory ecosystem. Prepared in alignment with the National Education Policy (NEP), the book emphasises outcome-based education, analytical understanding, and skill development, making it particularly suitable for contemporary undergraduate commerce and management programmes.

This book is expressly designed to meet the academic and examination requirements of:

• Undergraduate Commerce & Management Students – B.Com. (Hons.), B.Com. (Programme), BBA, BBE, and equivalent programmes across Delhi University and other Indian universities, where Company Law is taught as a core discipline
• Postgraduate & Professional Learners – MBA and IPCC students who require a clear, structured, and legally accurate grounding in corporate law
• Faculty Members & Academic Institutions – As a NEP-compliant textbook with clearly defined learning outcomes, a modular structure, and assessment-ready content
• University Libraries & Institutional Buyers – Seeking a stable, frequently updated, and academically credible reference work
• The book is especially valuable for non-law students, as it translates legal complexity into an intelligible academic narrative without diluting statutory precision

The Present Publication is the 15th Edition | 2026, authored by Prof. Anil Kumar, with the following noteworthy features:

• [Comprehensive and Current Legal Coverage]
• Incorporates all major amendments to the Companies Act and relevant Rules
• Integrates applicable provisions of the Insolvency and Bankruptcy Code 2016, ensuring continuity between classical company law and modern insolvency resolution
• [Conceptual Clarity with Legal Precision]
• Each topic is introduced through conceptual explanations before moving to statutory provisions
• Complex doctrines and procedures are broken down into structured narratives supported by illustrations
• [Strong Pedagogical Framework]
• Flowcharts are widely used to present procedural sequences (incorporation, prospectus issuance, book-building, insolvency resolution, etc.).
• Illustrations and case references are placed contextually rather than mechanically
• [Integrated Case Law Learning]
• Important judicial decisions are discussed within chapters where they naturally arise
• Each chapter concludes with a curated list of important case laws, enabling focused revision and recall
• [Examination-oriented Design]
• Examination questions and case problems are provided at the end of each chapter
• A dedicated section presents Chapter-wise Previous Exam Questions (2019–2025), allowing students to:
• Identify frequently tested areas
• Understand the nature and framing of university questions
• Prioritise preparation based on historical exam trends

The book comprises 13 logically sequenced chapters, moving from foundational concepts to advanced corporate processes and end-stage outcomes:

• Company | Meaning and Features – Corporate personality, characteristics, and lifting of the corporate veil
• Administration of Company Law – Regulatory framework, authorities, and enforcement mechanisms (including NCLT/NCLAT)
• Kinds of Companies – Private, public, government, foreign, OPC, small, dormant, producer companies, not-for-profit associations, and illegal associations
• Formation of Company – Promoters, pre-incorporation contracts, online incorporation, SPICe+, and MCA procedures
• Memorandum of Association – Clauses, alteration, and legal implications
• Articles of Association – Nature, contents, alteration, and key doctrines (constructive notice, indoor management, ultra vires)
• Prospectus – Fixed price and book-building processes, red herring prospectus, misstatements, and Green Shoe Option
• Shares and Share Capital – Allotment, forfeiture, ESOPs, bonus issues, buy-back, transfer, transmission, and dematerialisation
• Directors and Key Managerial Personnel – Appointment, classification, powers, duties, and governance roles
• Shareholders' Meetings – AGM, EGM, virtual meetings, resolutions, postal ballot, and e-voting
• Audit – Statutory audit, auditor appointment and rotation, and secretarial audit
• Dividend Provisions – Declaration, payment, unpaid dividends, and Investor Education and Protection Fund (IEPF)
• Winding Up of Companies – Modes of winding up and insolvency resolution under the IBC 2016

The structure of the book is as follows:

• Progressive Learning Design, starting with fundamentals and moving towards governance, compliance, and insolvency
• Unit-wise & Chapter-wise Modular Structure, enabling easy semester-wise teaching and syllabus mapping
• Repeatable Chapter Framework
• Conceptual exposition
• Statutory framework
• Illustrations and case law integration
• Flowcharts for process understanding
• Chapter-end consolidation through important case laws, review questions, and case problems
• NEP-aligned Learning Outcomes & Practical Exercises, such as:
• Identifying company types using NSE/BSE data
• Filling dummy SPICe+ incorporation forms
• Analysing IPO/FPO book-building timelines
• Studying board composition and audit firm rotation in listed companies

About the Author

Anil Kumar

Prof. Anil Kumar, PhD, is a distinguished academician and seasoned governance expert with over thirty-five years of experience in teaching, research, training, and consultancy. He is a Professor in the Department of Commerce at the Delhi School of Economics, University of Delhi, and previously served for more than 3 decades as a Professor at the Shri Ram College of Commerce (SRCC).

He is also the Chief Executive Officer (CEO) of the University of Delhi Foundation, a Section 8 company of the University. An alumnus of SRCC and Harvard Business School, he completed his postgraduate studies at the Delhi School of Economics. He earned his PhD in Corporate Governance from the University of Delhi.

Prof. Kumar serves as an Independent Director on the Board of the Life Insurance Corporation (LIC) of India and is the Chairperson of its Nomination and Remuneration Committee. He is a regular panellist on national news platforms, including DD News, DD India, ABP News, and Times Now.

He has authored over 10 books on corporate governance and corporate law, published numerous research papers in leading national and international journals, presented his work globally, and conducted executive development programmes for government officials, corporate leaders, and board members.