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 28^th Edition | 2026, and is updated till 31^st 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 31^st 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.

G.K. Kapoor

The late Dr G.K. Kapoor was a distinguished educator and author who served as Professor of Business and Corporate Laws at the International Management Institute (IMI). He earned his M.Com. and a PhD from the University of Delhi, and previously held the roles of Associate Professor and Officiating Principal at Shaheed Bhagat Singh College, University of Delhi. From June 1987 to May 1989, he was Deputy Director of Studies at the Institute of Chartered Accountants of India (ICAI), New Delhi.

Over a remarkable forty-seven-year teaching career, Dr Kapoor taught Business and Corporate Laws and Management at undergraduate, postgraduate, and professional levels. A co-recipient of the NIRC, ICAI Best Teacher Award (2000), he authored numerous renowned textbooks, including Company Law and Practice, Business Law including Company Law, Business Law, Ethics and Communication for C.A. (IPC), Corporate and Allied Laws for C.A. Final, Economic and Labour Laws, and Business and Society.

Dr Kapoor also served as a guest faculty member at leading institutions, including the Institute of Chartered Accountants of India, the Indian Law Institute, the All India Management Association, the Indian Institute of Bankers, the Indian Institute of Public Administration, IMI, and the Institute for Integrated Learning and Management (IILM). In recognition of his educational contributions, he received an Excellence Award from Amity University, Noida, in February 2012. He is fondly remembered for his dedication to scholarship and the lasting impact he made on countless students and professionals.

Sanjay Dhamija

Dr Sanjay Dhamija is a Professor of Finance at the International Management Institute (IMI), New Delhi. He holds a Doctorate in Finance from IMI Delhi. He is a Fellow Member of the Institute of Company Secretaries of India (FCS) and the Institute of Cost Accountants of India (FCMA). An alumnus of the Delhi School of Economics (M.Com.) and Delhi University (LL.B.), he is also a Chartered Financial Analyst from ICFAI.

With over thirty-nine years of professional experience spanning industry and academia, Dr Dhamija spent over sixteen years in senior roles at leading organisations such as ABN AMRO Asia Equities, HSBC Securities and Capital Markets, Escorts Finance, and MMTC. Transitioning to academia in 2003, he served at ICFAI Business School and Management Development Institute (MDI) before joining IMI in 2009. At MDI, he held various key positions, including Chairperson of the Executive Post Graduate Diploma in Management and Chairperson of the Finance and Accounting area.

Dr Dhamija’s contributions have been recognised with multiple honours, including Excellence in Teaching at MDI, Best Trainer at IMI, and Best Teacher in Financial Management at the 17^th Dewang Mehta Business School Awards. He also received a Case Centre Award for the Best Case in finance, economics, business, and political environment at the 40^th Anniversary Case Conference held at IIM Bangalore. A Gold Medalist from the Institute of Cost Accountants of India and ICFAI, Dr Dhamija is the co-author (with James C. Van Horne) of Financial Management & Policy and the author of Financial Accounting for Managers. He regularly conducts training and consulting assignments for government, public, and private sector organisations. He is well known for his popular programs on ‘Finance for Non-Finance Executives’ and ‘Understanding and Analysis of Financial Statements.’

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