Description
Taxmann Company Law - UGCF, NEP edition 2025 by Rajni Jagota
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, particularly:
B.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 Delhi
Other 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
Extended window for Demat of Shares in case of Producer Companies
Recent revision in SS-1 and SS-2 made effective from 1st April 2024
Virtual General Meetings being allowed up to 30th September 2025
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:
B.Com. (Hons.) (CBCS) – 2023 | Semester – II
B.Com. (Pass) (CBCS) – 2023 | Semester – III
B.Com. (Hons.) (UGCF) – 2024 | Semester – II
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 Law
Within each unit, chapters progress from basic to advanced topics, ensuring a gradual buildup of knowledge
Learning 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 concepts
This modular structure helps students:
Navigate the content according to their specific learning needs
Cross-reference related legal provisions
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
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
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
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 type
Unit 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
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
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
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 MoA
Unit 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
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
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
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 each
Unit IV | Management and Meetings – This unit underscores the corporate decision-making process, highlighting both strategic and statutory requirements for effective governance
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
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 norms
Unit V | Dividends, Audits, and Winding Up – The final unit completes the corporate lifecycle by explaining profit distribution, compliance checks, and the exit process
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
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
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