Company Law
A company is an entity formed by a group of individuals that has a separate legal existence from that of the members who comprise it. It is a legal fiction that is created by virtue of the Companies Act, 1956. A Company is generally formed with an underlying objective of earning profits and can either be public or private. The former issues equity to shareholders on an exchange, while the latter is privately owned and not regulated.
The various types of matters included under Company law are; Lifting of Corporate Veil, Memorandum and Articles of Association of a Company, Doctrine of Ultra Vires, Issue of Shares, etc.
01
Introduction to the Corporate Form
02
Corporate Personality and Lifting of Corporate Veil
- Salomon v. Salomon [1897] A.C. 22
- In Re: The Kondoli Tea Co. Ltd. (1886) ILR 13 Cal. 43
- In re Dishaw Maneckjee Petit AIR 1927 Bom 371
- Daimler Co. Ltd v. Continental Tyre & Rubber Co. Ltd. (1916) 2 AC307
- Macaura v. Northern Assurance Company (1925) AC 619
- Prest v. Petrodel Resources Limited [2013] UKSC 34
- Vodafone International Holdings BV v. Union of India (2012) 6 SCC 613
- State of Rajasthan v. Gotan Lime Stone Khanji Udyog Pvt. Ltd
- State of U.P. & Ors v. Renusagar Power Co. & Ors. (1988) 4 SCC 59
03
Memorandum of Association & Articles of Association:
- Royal British Bank v. Turquand (1856) 6 E&B 327
- Ashbury Rly. Carriage & Iron Company v. Riche (1875) LR 7 HL 653
- Lakshmanaswami Mudaliar v. L.I.C. AIR 1963 SC 1185
- V.B. Rangaraj vs V.B. Gopalakrishnan And Others AIR 1992 SC 453, 1992
- World Phone India Pvt. Ltd v. WPI Group Inc USA, (2013) 178 Comp Cas 173
06
Issue of Capital:
- Sahara India Real Estate Corporation Limited & Ors. v. Securities Exchange Board of India (2013) 1 SCC 1
- Peek v. Gurney (1873) LR 6 (HL) 377
- Derry v. Peek, 1889 LR 14 AC 337.
- Sundaram Finance Service & Ltd. V. Grandtrust Finance Ltd., (2003) 42 SCL 89 (Mad)
- Shiromani Sugar Mills Ltd., v. Debi Prasad, AIR 1950 All 508
- Securities Exchange Board of India v. M/s Opee Stock Link Ltd. & Another, SC 2016,Civil Appeal No. 2252 of 2010
- DLF Limited v. SEBI, SAT Order in Appeal No. 331 of 2014.
07
Transfer Of Shares:
- V.B. Rangaraj v. V.B. Gopalakrishnan & Ors. AIR 1992 SC 453, 1992
- Messer Holdings Limited v. Shyam Madanmohan Ruia, [2010] 159 Comp. Cas. 29 (Bombay High Court)
- Bajaj Auto Ltd. v. Western Maharashtra Development (MANU/MH/0820/2015, Bombay HC)
- World Phone India Pvt. Ltd v. WPI Group Inc USA, [2013] 178 Comp Cas 173 (Del)
09
Fiduciary Duty of Directors:
11
Duty Towards Stakeholders:
13
Diversion of Corporate Opportunity:
14
Business Judgement: