Module-I : Historical Progression

- During Colonial era(1850-1947)

- Effect of Decolonization(1947-1960)
- Socialism in Indian Corporate Development
(1960-1991)- Social fabians
- Corporate Law evolution in the light of
Economic Liberalization (1991-2013)
- The companies Act 2013- 2020
 Corporate Law evolution in the light of
Economic Liberalization (1991-2013)
• Companies Act,1956
- In 1991, Economic Liberalization period
- Amendments in Co. Act 1956
- Introduction of securities legislation
- Adoption for corporate governance methods.
• Role of Intermediaries
- Brokers ( Harshad Mehta Scam- Brokership)
- No further Divergence in ownership( Sweat
Equity Shares).
- Delaware Law ( Jurisdiction)( BMW,
Mercedes, FORD)\
- MRTP ACT (Pre-Merger) ( Competiton
Act,2002 - Combinations
• Takeover Regime
- Bz Idea-
Ex: Lord Swaraj Paul (Failed Takeover)
RPGoenka(RPG) ( Bz Idea: to Acquire Company/ Takeover)
- Saregama
- Ceat ( Srilanka, Bangladesh)
- Dunlop
- Lifesciences
- Harrissons- Raychem
 Securities Legislation
• Section 2(h) SCRA Act
• Shares, Scrips, Bonds, Security Receipts etc

A. Pvt Company – Closely Held Corporation ( Between

the Association of Persons: Shareholders/Creditor)
- 1. ( Restriction(Agreements/ AOA) on Transferability
of Shares : Terms and Conditions
- 2. No raising of capital(Prohibition) from stock
market. ( Shares List in Stock Market)
• Public Company- Publicly Held Corporation
- Which is not a private company.
- Ease Access of Acquisition :
- Ease of Takeover

SEBI Act,1992 ( SEBI was introduced as India’s

Securities regulator)
Indian Companies raise billions of dollar's in capital
through public offerings in Indian Stock
Market( Bombay stock Exchange- Not for profit
Company )
Public Listed Com( Transition from Central govt under
Com Act 1956 to an Independent Regulator(SEBI)/
Transplanted from Securities Exchange
Commission(SEC) US Market Regulator.
( Combinations of various corporate and securities
Law)
 Corporate Governance
• Cadbury(Adrian cadbury) Committee Report(U.K) “ The
committee on the Financial Aspects of Corporate
Governance:” - CII Code
- Insider Trading
- Competition Act : Anti-Trust Laws in U.S
- These Market Players needed to taught Ethics
Post Liberalisation : Companies were taught a moral
science principle at the nascent stage.
“A company has neither a body nor a soul but we expect
them to have conscience”
• Kumar Mangalam Birla committee(2000)
• Clause 49 of the Listing Agreement( Contract
between the Stock Exchange and the
Company)
• - Transparency ( don't mean confidential
information)
- Governance, meetings, decision of meetings,
board meeting, directors resigning, acquisition)
• Narayan Murthy Committee 2004 (Founder/
Promoter of Infosys)
• - Corporate Philanthropy
 Companies Act,2013
• 1991- broke the shacks of socialist approach of
company law.
• Departure from the English Law
• J.J.Irani Committee 2004 :
• Companies Bill 2008- presented in parliament but
it never passed and lapsed.
• Companies Bill 2009- same changes and presented
it.(Victim of Corporate Scames)
• 2010- standing committee reviewed the bill.
• CSR (corporate Social Responsibility) :
mandatory spending for large companies.
Tata Steel, we also make steel

Companies Act,2013
- One Person Company ( Conversion of
professionals into Entrepreneurs) One Man
company ( Is it identical to Sole Proper )
You are cab owner( bought car from personal
saving, got a license to drive, and running a taxi
service, as sole proprietor.)
One unfortunate day, you hit a man on road, and
he got a fracture.
More unfortunate, that Man( football player).
Man( demands compensation for the loss)
- Loss of livelihood ( 100 crores)
• Foot ball player v Individual Man
• 100 crores( sell his assets, house, car, any
property everything will be attached, will be in
his name.)
• Disadvantage of a Sole proprietor
- Stage two: Individual Man was just a driver
of car taxi service company
- Separate legal personality
 A. Corporate Personality and Structure

• B. Corporate Finance and Capital Structuring

• C Corporate Governance
• D Corporate Law enforcement Machinery
A. Corporate Personality and Structure

• Aron Soloman vs Solomon & Solomon

Company (House of Lords)
• Lifting of Corporal veil
• Separate legal Personality