Company Law

Company Law – A Comprehensive Textbook on the Companies Act 2013 is a definitive, full-course textbook that presents Indian company law as a complete and integrated legal system governing corporate existence, functioning, regulation, governance, and dissolution. The book is not conceived as a bare-act companion or a narrow practitioner's manual. Instead, it is a concept-driven, statute-anchored, and pedagogy-oriented work, designed to build strong doctrinal foundations while simultaneously enabling statutory application, examination readiness, and practical comprehension. It explains why company law rules exist, how they operate in practice, and where they apply within the corporate lifecycle. This Edition is thoroughly revised and updated with the law as amended up to date, reflecting the contemporary phase of Indian corporate regulation—characterised by heightened governance standards, enhanced disclosure and accountability, digitised compliance systems, tribunal-based enforcement, and investor-centric safeguards. Statutory amendments, subordinate legislation, regulatory developments, and relevant case law up to the cut-off date are carefully integrated at appropriate places.

The book is helpful for the following:

• Undergraduate & Postgraduate Students of B.Com., B.Com. (Hons.), BBA, MBA, M.Com., LL.B., and LL.M.
• Candidates Pursuing Professional Qualifications, such as CA, CS, CMA, where Company Law is examined both conceptually and problem-wise
• Law Students specialising in Corporate and Commercial Laws
• Academicians & Faculty Members seeking a teaching-ready, syllabus-aligned text
• Early-stage Corporate Law Learners who require clarity of fundamentals before moving to advanced commentaries or practice manuals

The Present Publication is the 28th Edition | 2026, and is updated till 31st December 2025. This book is authored by Dr G.K. Kapoor & Dr Sanjay Dhamija, with the following noteworthy features:

• [Concept-first, Statute-integrated Approach] Legal principles and doctrines are explained first, followed by their statutory embodiment under the Companies Act 2013
• [End-to-End Corporate Lifecycle Coverage] Covers formation, constitution, capital, management, governance, regulation, restructuring, and winding up of companies
• [Updated Regulatory and Governance Framework] Incorporates recent amendments and regulatory initiatives relating to small companies, fast-track mergers, ROC/RD jurisdictional changes, governance norms for debt-listed entities, CSR relaxations, and ease-of-doing-business measures
• [Judicial Interpretation Embedded in the Text] Important case law up to 31st December 2025 is discussed contextually to explain statutory meaning and application.
• [Strong Pedagogical Design] Each chapter includes:
• Chapter-end summaries of substantive provisions
• 'Test Your Knowledge' questions
• Hints for examination-oriented questions and practical problems
• [Specimen Drafting Support] Includes specimen notices, resolutions, and minutes at relevant places to support applied learning and drafting-based examination questions
• [Coverage Beyond the Core Act] Dedicated analytical chapters on Corporate Governance, the Depositories Act 1996, and Company Law in a computerised environment (e-governance and e-filing)

The book is organised into 29 systematically structured chapters, providing exhaustive coverage of both foundational and advanced aspects of company law, including:

• Foundations of Company Law
• Historical evolution of company legislation in India
• Meaning, nature, and characteristics of a company
• Corporate personality and lifting of the corporate veil
• Distinction between company, partnership, and LLP
• Types and Forms of Companies
• Private and public companies
• One Person Company, small company, government company
• Foreign companies, holding and subsidiary companies
• Dormant, inactive, and producer companies
• Formation and Constitutional Framework
• Promotion and incorporation of companies
• SPICe+ and electronic incorporation mechanism
• Memorandum and Articles of Association, including alteration and entrenchment provisions
• Capital, Securities, and Corporate Finance
• Prospectus and issue of securities
• Share capital, membership, transfer and transmission of shares
• Debentures, loans, borrowings, dividends, and reserves
• Management, Governance, and Compliance
• Directors, key managerial personnel, and the company secretary
• Board powers, committees, and managerial remuneration
• Corporate governance principles and statutory governance mechanisms
• Corporate Decision-Making
• General meetings, board meetings, resolutions, minutes, and voting
• Registers, returns, and statutory records
• Accounts, Audit, and Oversight
• Financial statements and audit framework
• Regulatory supervision and compliance architecture
• Remedies, Protection, and Enforcement
• Inspection, inquiry, and investigation
• Majority rule and minority protection
• Oppression and mismanagement
• Restructuring and Exit
• Compromises, arrangements, reconstruction, and amalgamation
• Winding up of companies, including foreign companies
• Removal of name from the register
• Institutional and Digital Ecosystem
• Authorities under the Companies Act (ROC, RD, NFRA, SFIO, NCLT/NCLAT, Special Courts)
• Service of documents and electronic communication
• MCA-21, e-governance, and e-filing processes
• Depositories Act 1996: dematerialisation, SEBI powers, and investor rights

The structure of the book is as follows:

• Chapter-wise Logical Progression, aligned with university and professional syllabi
• Each chapter follows a consistent structure:
• Conceptual explanation
• Statutory framework
• Practical and regulatory implications
• Supported by Section-wise & Subject-wise Indices for ease of navigation
• Designed for semester-wise teaching, self-study, revision, and examination preparation