Examined on Companies Act 2013, Insolvency and Bankruptcy Code 2016, Securities and Exchange Board of India Act 1992. IMPORTANT on currency. Several provisions this subject touches have been amended since the Act was passed: the minimum paid-up capital in ss. 2(68) and 2(71) and s. 11 were removed, and ss. 42, 77, 135(5), 182 and 185 and Schedule VII have all been altered. s. 90 now deals with significant beneficial ownership. Where a figure, a threshold or a procedure matters to your answer, check the section as it stands today — each chapter says where this applies.
This page is the map of the paper: every syllabus unit, the leading cases with full summaries, and the exam questions the paper actually sets.
Units
- Unit 1 · Incorporation, Prospectus and Securities — Module I — the nature and kinds of company; corporate personality and lifting the veil; incorporation and the memorandum and articles; promoters and pre-incorporation contracts; prospectus, misstatement and the liabilities that follow; and the issue and allotment of securities
- Unit 2 · Deposits, Charges, Meetings, Dividend and Audit — Module II — acceptance of deposits; registration and satisfaction of charges; company meetings and the rules of notice, quorum, proxy and resolution; declaration and payment of dividend; and accounts, audit and the auditor’s position
- Unit 3 · Directors, the Board and Minority Protection — Module III — directors, their appointment, qualification and removal; the board, its powers and its committees; key managerial personnel and remuneration; related party transactions; and the protection of minority interests through prevention of oppression and mismanagement, class action and amalgamation
- Unit 4 · CSR, Winding Up, Governance and Insider Trading — Module IV — corporate social responsibility; winding up as it now stands after the Insolvency and Bankruptcy Code 2016; corporate governance; and insider trading
Leading cases in this paper
- Salomon v. Salomon & Co., Ltd. (1897) — Unit 1
- Lee v. Lee's Air Farming, Ltd. (1960)
- In re Sir Dinshaw Maneckjee Petit (1927) — Unit 1
- Gilford Motor Co., Ltd. v. Horne (1933) — Unit 1
- Daimler Co., Ltd. v. Continental Tyre and Rubber Co. (Great Britain), Ltd. (1916)
- Workmen v. Associated Rubber Industry Ltd. (1985) — Unit 1
- Subhra Mukherjee v. Bharat Coking Coal Ltd. (2000) — Unit 1
- Erlanger v. New Sombrero Phosphate Co. (1878) — Unit 1
- Ashbury Railway Carriage and Iron Company Limited v. Riche (1875) — Unit 1
- The Royal British Bank v. Turquand (1856) — Unit 1
- Freeman & Lockyer (A Firm) v. Buckhurst Park Properties (Mangal), Ltd. (1964) — Unit 1
- Kotla Venkataswamy v. Chinta Ramamurthy (1934) — Unit 1
- Re Introductions, Ltd.; Introductions, Ltd. v. National Provincial Bank Ltd. (1969) — Unit 1
- Dehradun-Mussoorie Electric Tramway Co. v. Jagmandar Das and Others (1932)
- Percival v. Wright (1902) — Unit 3
- Regal (Hastings) Ltd. v. Gulliver (1942) and Industrial Development Consultants Ltd. v. Cooley (1972) — Unit 3
- Foss v. Harbottle (1843) — Unit 1
- Shanti Prasad Jain v. Kalinga Tubes Ltd. (1965) — Unit 3
- Winding up on the just and equitable ground: In re German Date Coffee Company (1882) and Seth Mohan Lal v. Grain Chambers, Muzaffarnagar (1968)
- The Tribunals: Madras Bar Association v. Union of India (2015) and Embassy Property Developments Pvt. Ltd. v. State of Karnataka (2019)
Exam questions
- Company Law exam question: "Once a company is duly incorporated… · 15 marks
- Company Law exam question: Explain the doctrine of ultra vires.… · 15 marks
- Company Law exam question: Explain the doctrine of constructive… · 15 marks
- Company Law exam question: Who is a promoter? Discuss his… · 10 marks
- Company Law exam question: What is a prospectus? Discuss the… · 10 marks
- Company Law exam question: Explain the duty to register a… · 15 marks
- Company Law exam question: State the essential conditions of a… · 15 marks
- Company Law exam question: What is a deposit? On what conditions may… · 10 marks
- Company Law exam question: "A director is not merely an agent of… · 15 marks
- Company Law exam question: Explain the rule in Foss v. Harbottle and… · 15 marks
- Company Law exam question: What is oppression? Discuss the powers… · 15 marks
- Company Law exam question: Distinguish the powers which the Board… · 10 marks
- Company Law exam question: When may a company be wound up by… · 15 marks
- Company Law exam question: Discuss the constitution, powers and… · 15 marks
- Company Law exam question: Explain the provisions relating to… · 10 marks