CORPORATE LAW PROJECT

________________________________
LAW RELATING TO FORFEITURE OF SHARES

_____________________________________

SUBMITTED BY: PRASHANT KERKETTA

ROLL NUMBER: 119

SEMESTER: V ‘B’

BATCH: 13

SUBMITTED TO: MS. NAVITA AGGARWAL

DATE OF SUBMISSION:

HIDAYATULLAH NATIONAL LAW UNIVERSITY,RAIPUR,CHHATTISGARH

TABLE OF CONTENTS

PARTICULARS PAGE NO.

ACKNOWLEDGEMENTS…………………………………………………………………..……..3

RESEARCH METHODOLOGY…………………………………………………………………….4

INTRODUCTION…………………………………………………………………………………5

MEANING OF SHARE AND SHARE CAPITAL……………………………………………………...5

DEFINITION…………………………………………………………………………………….5

TYPES OF SHARES………………………………………………………………………………7

PREFERENCE SHARES……………………………………………………………………….…7

FORFEITURE OF SHARES……………………………………………………………….…8

CERTAIN IMPORTANT ISSUES RELATED TO FORFEITURE……………………………………….12

RE-ISSUE OF FORFEITED SHARES……………………………………………………………..14

REISSUE……………………………………………………………………………………..15

SURRENDER OF SHARES……………………………………………………………………….16

CONCLUSION…………………………………………………………………………………..17

REFERENCES …………………….……………………………………………………………18

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ACKNOWLEDGEMENTS

Thanks to the Almighty who gave me the strength to accomplish the project with sheer
hard work and honesty.

This research venture has been made possible due to the generous co-operation of various
persons. To list them all is not practicable, even to repay them in words is beyond the domain of
my lexicon.
May I observe the protocol to show my deep gratitude to the venerated Faculty-in-charge
Ms. Navita Aggarwal for her kind gesture in allotting me such a wonderful and elucidating
research topic. Mam, your sincere and honest approach have always inspired me and pulled me
back on track whenever I went astray.

Last, but by no means the least, I would like to thank all the members of HNLU family in
general and my blooming and charismatic friends in particular for their wholehearted co-
operation throughout the odyssey.

I take this opportunity to also thank the University and the Vice Chancellor for providing
extensive database resources in the Library and through Internet.

Prashant Kerketta

Section – B

B.A. L.L.B (Hons.)

3
RESEARCH METHODOLOGY
A Doctrinal research methodology was used for the purpose of making this project, and
secondary sources of information were used.

AIMS AND OBJECTIVES

1. To examine the meaning of forfeiture of shares.

2. To analyse the scope and effect of such forfeiture of shares and have a detailed analysis
of the law relating to such forfeiture.

RESOURCES USED
1. Internet as a major source of information, referred to various sites for information

2. Books in the Library as an important source of information for the legal perspective on
the concept of interest on refunds.

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INTRODUCTION:
There are three main types of business organizations:

1. Sole proprietorship

2. Partnership

3. Company

Each form of business organization is required capital to carry on its business smoothly. On sole
proprietorship the whole capital is contributed by sole proprietor in partnership the capital is
invested by the partners and in case of company capital is invested by the public.

MEANING OF SHARE AND SHARE CAPITAL:

A share is one unit into which the total share capital is divided. Share capital of the company can
be explained as a fund or sum with which a company is formed to carry on the business and
which is raised by the issue of shares. The amount collected by the company from the public
towards its capital, collectively is known as share capital and individually is known as share. A
share is not a sum of money but is an interest measured by a sum of money and this interest also
contains bundle of rights and obligations contained in the contract i.e. Article of Association.
Investment in the shares of any company is a basis of ownership in the company and the person
who invest in the shares of any company, is known as the shareholder, member and the owner of
that company.

DEFINITION:
According to the section 2(46) of the Company’s Act 1956, share means a part in the share
capital of the company and it also includes stock except where a distinction between stock and
share capital is made expressed or implied. But in India a share is also regarded as “goods”.

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Section 82 of the Companies Act, 1956, provides that shares or other interest of any member in a
company shall be movable property.

An amendment of Section 82 introduced by the Companies (Amendment) Act, 1999 says that
while before this amendment Section 82 confined itself to the "shares or other interest of any
member", the statement should now be read as "shares, debentures or any other interest of any
member." And Sale of Goods Act defines goods as including every kind of moveable property.
Hence shares in a company in India are goods and not mere chose-in-action.

The analysis of the "share" in terms of goods has been carried further to some of its natural
implications by the Supreme Court in LIC v Escorts Ltd1 if shares are goods, rules relating to
passing of ownership in goods would apply. Section 19 of the Sale of Goods Act says that
property in the goods sold passes when it is intended to pass. "Shares" are specific goods and
Section 20 of the Act says that ownership in specific goods passes when the contract is made.
Thus a purchaser of shares becomes the owner of the property in the shares when he contracts to
buy them. The inevitable implication of these provisions is that the company cannot deprive him
of his ownership by refusing to register him as a shareholder unless there is a genuine reason to
do so. But even so shares are not "goods" in the ordinary sense of the word.2

Shares are a peculiar kind of movable property which cannot pass from hand to hand like bales
of cotton. The property in these shares belonged to the registered shareholders and could not be
transferred to another except according to the articles of the company.3

A person who holds such a share is known as the shareholder. Each shareholder, therefore, holds
a portion of the capital of the company. "A share means a share in the capital of the company. It
is a tangible property."4 "But shareholders are not, in the eyes of law, part owners of the
undertaking. The undertaking is something different from the totality of the shareholdings."5 All
the assets of the company are vested in the corporate body and not in the individuals composing
it. Hence a share does not constitute the holder a part owner of the company's capital. But

1
(1986) I SCC 264 at 321: (1986) 59 Comp Cas 548
2
France v Clark, (1884) 26 Ch D 257.
3
Vadilal Sarabhai v ManekjiPestonjiBharucha, AIR 1923 Born at 423.
4
SNDP Yogan!, Re, ILR 1969 Ker 516: [1970] 1 Comp LJ 85.
5
Short v Treasury Commissioners, [1948] I KB 116 at 122: [1947] I All ER 22.

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shareholders are the owners of certain rights and interests and subject to some liabilities. A
shareholder acquires an interest not in a mere chattel, but in the company itself, an interest of a
permanent nature. "A share is the interest of a shareholder in the company measured by a sum of
money for the purpose of liability and dividends, in the first place, and of interest, in the second,
and also consisting of a series of contract as contained in the articles of association."6 "A share is
not a sum of money but an interest measured by a sum of money and made up of various rights
and liabilities. A share is an existing bundle of rights."7 "It is well established that shares are
simply bundles of intangible rights against the company which had issued them. Share
certificates are not valuable property in themselves-they are just evidence of the true property,
which are the proportionate interests of the shareholders in the ownership of the company. One
share is exactly the same as any other. This was recognized in Solloway v.
McLaughlin.8Therefore, each share certificate with the depository evidences the same bundle of
rights and each bundle of rights can satisfy the client's proprietary interest as any other.9

TYPES OF SHARES:
As per the provision of section 85 of the Companies Act, 1956, the share capital of a company
consists of two classes of shares, namely:

1. Preference Shares

2. Equity Shares

PREFERENCE SHARES:
According to Sec 85(1), of the Companies Act, 1956, a preference share is one, which carries the
following two preferential rights:

I. The payment of dividend at fixed rate before paying dividend to equity shareholders.

6
Borland's Trustee v Steel Bras & Co Ltd, [1901] 1 Ch 279, 288. Adopted by the Supreme Court in CharanjilLat v
VOL, AIR 1951 SC 41 at 55: 1950 SCR 869: (1951) 2] Comp Cas 33.
7
Pauline, Re, [1935] 1 KB 26 cited with approval by the Supreme Court in CIT v Standard Vacuum Oil Co. [1966]
1 Comp LJ 187 at 192: AIR 1966 SC 1393
8
[1937] 4 All ER 328: [1938] AC 247.
9
CA Pacific Finance LId Re, [2000] 1 BCLC 494; Harvard Securities Ltd. Re, [1997] 2 BCLC 369 CA.

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II. The return of capital at the time of winding up of the company, before the payment to the
equity shareholder.

Both the rights must exist to make any share a preference share and should be clearly mentioned
in the Articles of Association.

Preference shareholders do not have any voting rights, but in the following conditions they can
enjoy the voting rights:

1. In case of cumulative preference shares, if dividend is outstanding for more than two years.

2. In case of non-cumulative preference shares, if dividend is outstanding for more than three
years.

3.On any resolution of winding up.

4.On any resolution of capital reduction

FORFEITURE OF SHARES
If a member, having been called upon to pay, defaults, the company may, of course, bring an
action against him. But articles of association often provide that in such a case the company may
proceed to forfeit his shares. Shares cannot be forfeited unless there is a clear power to that effect
in the articles. Thus in MadhwaRarnchandraKamath v CanaraBkgCorpn Ltd10the articles of a
company only authorized it to expel a member. That was held to be not sufficient to enable the
company to deprive the expelled member of his shares.

Forfeited shares become the property of the company. To this extent forfeiture involves a
reduction of the company's capital. The shares can, however, be re-issued, even at a discount, but
that is not the same thing as an allotment.11

10
AIR 1941 Mad 354. Regulations 29 to 35 of Tab]e A provide for the power or forfeiture. If a company's original
articles do not contain this power they may be amended so as to include the power.
11
Calcutta Stock Exchange Assn, Re, AIR 1957 Ca1438. Upon reissue the capital becomes intact.

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"The right to forfeit shares must be pursued with the greatest exactness: it must be exercised by
the proper parties, that is, by directors properly appointed, and by the requisite number of them
and in the proper manner and for the proper cause. The right must be exercised bona fide for the
purpose for which it is conferred. The power of expulsion is a trust the execution of which will
be narrowly scanned by the courts.12The proper procedure to be observed in carrying out
forfeiture is as follows:

1. In accordance with Articles

Forfeiture to be valid must proceed on the grounds specified in the company's articles. It seems
to be a principle of English law that shares can be forfeited only for a non-payment of calls. for
example, Viswanath Prasad Jallan Vs. HolylalldCilletone Ltd,13 where it was held that where
certain subscribers had undertaken to purchase a certain number of shares but there was no term
in the articles of association by which they were to pay the amount on a particular date, nor was
any date fixed by the board of directors, their shares were not liable to forfeiture. Similarly in
PanllaLal Vs. Jagatjit D&A Industries,14 It was held that where a call for payment is made on the
transferee of shares before his name is registered as a member, the call would be invalid and
consequently the forfeiture of shares for non-payment of the call money would also be invalid.

A call which does not fix the time for payment cannot support a valid forfeiture. Forfeiture on
any other ground would be an illegal reduction of capital. But the Supreme Court has now held
in Naresh Chandra SanyalVs Calcutta Stock Exchange Assn Ltd.15that "there is no provision in
the Companies Act restricting the exercise of the right to nonpayment of calls only.

A stock broker, holding one fully paid share in the Exchange, carried on business on its
premises. He had agreed to buy certain shares from a company, but failed to carry out his
commitment. The shares were then resold by the company with the authority of the Exchange.
The broker was required to pay the difference between the contract and resale prices. On his
failure to do so his share was forfeited.

12
Kanshi Ram v Kishore Chand, AIR 195 Lah 109: 291C 567- The learned judge added: "It (the power of forfeiture)
cannot, for example, be exercised surreptitiously for the purpose or expelling a shareholder, nor, by connivance for
the purpose of assisting him in getting rid of his shares.
13
AIR 193{All 739: ] 939 AU 950.
14
A1R 1952 SC 2345.
15
(1971) 1 SCC 50: (1971) 41 Comp Cas 51.

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The Supreme Court held the forfeiture to be valid.16 The Court said:

company may by its articles lawfully provide for grounds of forfeiture other than non-payment of
a call, subject to the qualification that the articles relating to forfeiture do not offend against the
general law of the land and in particular the Companies Act, and public policy; that the forfeiture
contemplated does not entail or effect a reduction in capital or involve or amount to purchase by
the company of its own shares, nor does it amount to trafficking in its own shares. The learned
judge then stated that the forfeiture of shares did not result in reduction of capital. The company
was under an obligation to dispose of the forfeited share, and could not retain the same. Further,
the reissue of a forfeited share was not an allotment, but only a sale, for otherwise the forfeiture,
even for non-payment of call, would be invalid as involving an illegal reduction of capital.

Where the buses of a transport company were divided into two groups of shareholders, each
group operating them separately, and one of them causing losses, that would not justify forfeiture
of their shares.17

2. Notice precedent to forfeiture

A notice under the authority of the Board of directors must be served on the defaulting
shareholder. The notice should require him to pay the amount on a day specified which should
not be earlier than fourteen days from the date of service. The notice should clearly warn him
that in the event of non-payment before the time fixed, the shares would be liable to be
forfeited.18The notice must also specify the exact amount due from the shareholder. Where, for
example, the notice of forfeiture claimed interest from the date of the call instead of the date
fixed for its payment, it was held to be a bad notice and the forfeiture invalid.19"This seems to be
somewhat technical. But in the matter of forfeiture of shares, technicalities must be strictly
observed. 20 “A very little inaccuracy is as fatal as the greatest." It has been held in a decision of

16
For a criticism of this approach see K. Ponnuswami, Forfeiture of ShareYt [1964] I Comp U 171. For a discussion
of the whole of law of forfeiture see Srinivasan, Forfeiture of Shares in Compallies, [1964] 1 Comp U 135.
17
DilbhajanSillgh v New Samundri Transport Co (P) Ltd, (1985) 58 Comp Cas 247 P&H. See also K. Md. Farooq
Ad v PortrallCirkitElectrollics P Ltd, (1997) 25 Corpt LA 209 (CLB), shares, which were fully paid, not allowed to
be forfeited for the fact that the NRI holder had not obtained RBI approval. Seven years had passed and the allottee
had already become a resident.
18
SatishChalldraSanwalka v Tinplate Dealers Assll P Ud. (2001) 107 Comp Cas 98 CLB, a notice Which does not
specify that the failure to pay the call would result in the forfeiture being regarded invalid.
19
Johnson v Lyule's Iron Agency, (1877) 5 Ch D 687: 36 LT 528.
20
Lord ROMER in Premila Devi v People's Bank of NortheTlllndia, 1LR (1939) 20 Lah I Pc.

10
the Supreme Court21 that a notice which does not specify the amount claimed by the company as
call money, interest and expenses, is defective. "The defect in the notice, though slight,
invalidates it and is fatal to the forfeiture." In a case before the Delhi High Court,22 shares were
forfeited on the basis of a registered notice which came back as unserved, it was held that the
forfeiture was bad, for it was the duty of the company to know whether the address of the
member had changed. The fact that forfeited shares had been reaIlotted to others was held to be
no defense and the member was entitled to have her name put back in the register for the same
shares which she held before forfeiture. Even aches or delay on the part of the shareholder in
protesting against the forfeiture was held to be not sufficient to disentitle her from her remedies.

3. Resolution of forfeiture

The above notice does not by itself operate as forfeiture. The directors have further to pass a
resolution declaring the forfeiture. Thus where the final resolution of forfeiture was not passed
the court held85 that, "a declared intention to forfeit not carried into effect is no forfeiture at all''.
But the notice threatening forfeiture may incorporate the resolution of forfeiture as well. It may
state that in the event of default the shares shall be deemed to have been forfeited. In such a case
no further resolution is necessary.

4. Good faith

Lastly, "the object of a power of forfeiture is that the company shall be enabled, for its own
benefit, and adversely to the shareholder, to forfeit his shares if he fails to pay his calls. The
power cannot be used at the request of the shareholder to relieve him of shares. The power must
be exercised in good faith' in the interest of the company."

5. Right and liability after forfeiture

The liability of a member whose shares have been forfeited depends upon the provisions of the
articles. The articles may provided that the member should be liable to pay all calls owing upon
the shares at the time of the forfeiture. In such 'a case the members will remain liable as a debtor

21
Public Passenger Service LId v Khadar, [1965] 1 Comp U I: AIR 1966 SC 489: (1966) 36 Comp Cas I: [1966].
22
ProllulaBansal v Weanvell Cycle Co (India) Ud, (1978) 48 Comp Cas 202 Del.

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of the company, but not as a contributory, even if the winding up follows more than one year
after the forfeiture. He, however, remains a contributory as a past member for one year from the
date of forfeiture.

His right is that when his shares are resold he can collect from the company the surplus of the
sale proceeds after deducting the amount due. Thus the Supreme Court in Naresh Chandra
Sanyalvs Calcutta Stock Exchange Assn Ltd23 declared that the articles of the Exchange which
allowed it to retain such proceeds were invalid for two reasons: first, it would amount to penalty
against the spirit of Section 74 of the Indian Contract Act; secondly, It would also be equivalent
to a purchase by the company of its own shares in contravention of Section 77. The case is
different from others, for forfeiture is generally carried out for non-payment of calls. Whereas,
here, a fully paid share was forfeited. The grounds on which the court ordered refund of surplus
may not apply to the case of forfeiture for non-payment.

A person to whom forfeited shares have been reissued is governed by the terms of reissue. When
the reissue is without any stipulation as to the outstanding calls, the new allottee cannot be held
liable for the previous calls and interest on the overdue amount and his shares cannot be forfeited
on that ground.

CERTAIN IMPORTANT ISSUES RELATED TO

FORFEITURE
Forfeiture can be effected by a Board resolution

Forfeiture will be affected by means of a Board resolution. Notice precedent to forfeiture must be
given to the defaulting shareholder. In the matter of forfeiture of shares, technicalities must be
strictly observed. "The defect in the notice, though slight, invalidates it and is fatal to the
forfeiture", as held by the Supreme Court in Public Passengers Service Ltd. v Khadar .In
SulochanaNathany v Hindustan Malleables& Forgings Ltd. , it was held that to constitute a valid
forfeiture articles should give such powers to the directors. There should be notice of forfeiture
and power should be exercised following the procedure prescribed in the articles.

23
(1971) I SCC 50: (1971) 41 Comp Cas 51.

12
Intimation for forfeiture of shares

Further, articles generally provide that after the shares have been forfeited, an intimation is sent
to the shareholder concerned and for sufficient reasons, the forfeiture may be annulled at the
discretion of the Board of directors.

Whether High Court has jurisdiction to entertain a shareholder's application questioning

the action of company?

There is no provision in the Companies Act enabling the High Court to entertain an application
relating to forfeiture of shares.

Forfeiture must be bona fide and in the interest of a company

The power of forfeiture must be exercised bona fide and in the interest of the company. It should
not be collusive or fraudulent. In Re. Esparto Trading Co. , the forfeiture of shares was set aside,
because it was found to have been carried out at the request of a shareholder to relieve him of
liability. Such a forfeiture amounts to an abuse of power to forfeit and a fraud on other
shareholders.

Board may cancel the forfeiture of shares

In case defaulting shareholder approaches after forfeiture to cancel the forfeiture, the Board has
been empowered to cancel such a forfeiture and claim due amount with interest. A forfeiture
solemnly resolved upon and enforced for a long time, should not be set aside, nor can ex-member
be reinstated without his consent. Once forfeiture has been enforced, the contract between the
company and the member comes to an end; there can be no subsequent recession of forfeiture

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without the shareholder's consent. If shares were forfeited for non-payment of a call which was
invalid, the company could withdraw forfeiture and issue a fresh call. Mere waiver,
acquiescence or laches does not disentitle a shareholder from challenging forfeiture.

Original shareholders shall be liable for unpaid calls

If the articles so provide, the original shareholder shall remain liable for payment of unpaid calls
for a period of three years from the date of forfeiture. However, a company cannot recover from
him more than the difference between the amount payable and the amount received on forfeited
shares. Meanwhile the original shareholder may be discharged from all liability on the share,
except that he will be put on the 'B' list in the event of the company going into liquidation within
one year of the cessation of his membership. Articles, usually provide that where a share has
been forfeited the member shall be liable for payment of the call, and this created a new
obligation, he can be sued as an ordinary debtor.

Forfeited shares becomes property of a company

Forfeited shares become the property of the company, to this extent forfeiture involves a
reduction in the paid-up capital till the shares are re-issued. Normally, therefore, companies
reissue them.

RE-ISSUE OF FORFEITED SHARES

Where a company had lien on fully paid shares belonging to the deceased shareholder, it is
obligatory on the company to give notice of its sale to the legal representative of the deceased
shareholder, but if this is not done the sale would nevertheless be a valid sale. Shares forfeited by
a company may either be cancelled or re-issued to another person at the discretion of the Board.
Generally, such shares are re-issued at a discount which cannot exceed the amount already paid
on such shares provided that the total of the sum paid by the original owner of the shares together
with the re-issue price is not less than the par value. This is done by a Board resolution. After the

14
money due is received from the new allottee, the company executes a transfer deed and issues a
share certificate, and if the original holder has already surrendered the share certificate, it is duly
transferred, otherwise after a public notice in a newspaper, a newshare certificate is issued.

Re-issue/Disposal of Forfeited Shares

No Allotment Return (Form-2) to be Filed. According to section 75 (1) of the Companies Act,
1956, a company is required to file areturn of allotment of shares and not for-reissued of
forfeited shares. Allotment is,appropriation of the previously un appropriated capital of the
company, of a certain number of shares to certain person. Till such allotment, the shares do not
exist as such. However, in the case of forfeited shares, they had already been allotteed and they
had come into existence at the time of their allotment and their forfeiture is a proof of their
existence. Therefore, no return of allotment is required to be filed with ROC by a company at the
time of re-issue or disposal of forfeited shares.

REISSUE
A forfeited share may be reissued or otherwise disposed of on such terms and in such a manner
as the Board may think fit.

Reissue of forfeited shares is a sale of shares and it does not amount to an allotment. The
company should duly record the particulars of the members who acquire those shares as if it
were a transfer of shares.

The directors would fix a price for the forfeited share that should not be lower than the amount of
the call(s) due and unpaid on the share at the time of forfeiture. In the case of a company whose
shares are listed in a recognized stock exchange, re-issue of forfeited shares shall be as per
Guidelines for Preferential Issue of the Securities and Exchange Board of India and the listing
agreement.

15
SURRENDER OF SHARES
Every surrender of shares, like forfeiture, amounts to reduction of capital. But, while forfeiture is
recognized by the Act, surrender is not. There is no reference in the Act to surrender of shares;
but these have been admitted by the courts, upon the principle, that they have practically the
same effect as forfeiture, the main difference being that one is a proceeding in invitum and the
other a proceeding taken with the assent of the shareholder who is unable to retain and pay future
calls on the shares." Hence a company can only accept surrender under conditions and
limitations subject to which shares can be forfeited. A valid call and a default must exist and the
directors may, instead of going to the length of forfeiture, in good faith accept surrender from the
shareholder. Surrender should not be used as a device for relieving a shareholder from his
liability.

Following cases are illustrations of bad surrender of shares: Collector of Moradabad v Equity
Insurance Co.24In this case, after the death of a Raja who held several shares in a company, his
shares were surrendered to the company and the surrender was accepted by the secretary of the
company. It was held that "even if the secretary intended to accept the surrender. There
transaction would be ultra virus. Under our law it is not open to a shareholder to surrender the
shares held by him or to the company to accept the surrender, unless the act of the company can
be brought within the rules relating to forfeiture of shares".

Yet another case is MangalSain v Indian Merchants Bank, Amritsar,25The objector having been
placed in the list of contributories. In the winding up of a company contended that he had
surrendered his shares, and that the directors had under a clear power in the articles of
association, accepted the surrender. It was held that a company can .only accept a surrender
under conditions and limitations under which shares can be forfeited, which did not exist in the
present case.

24
AIR 1948 Oudh 197.
25
AIR 1928 Lah 240.

16
CONCLUSION

Therefore I conclude that the forfeiture is withdrawal of shares due to non-payment of any call
by the shareholder or for any other ground as may be provided in the Articles. On forfeiture of
shares the member loses the amount paid thereon and his interest in the ownership of the shares.
Notice should be served by the company on the defaulting member by registered post
acknowledgment due.A share in a company that the owner loses (forfeits) by failing to meet the
purchase requirements. Requirements may include paying any allotment or call money owed, or
avoiding selling or transferring shares during a restricted period. When a share is forfeited, the
shareholder no longer owes any remaining balance, surrenders any potential capital gain on the
shares and the shares become the property of the issuing company. The issuing company can re-
issue forfeited shares at par, a premium or a discount as determined by the board of directors. In
certain cases, companies allow executives and employees to receive a portion of their cash
compensation to purchase shares in the company at a discount. This is commonly referred to as
an employee stock purchase plan. Typically, there will be restrictions on the purchase (i.e. stock
cannot be sold or transferred within a set period of time after the initial purchase). If an employee
remains with the company and meets the qualifications, he or she becomes fully vested in those
shares on the stated date. If the employee leaves the company and/or violates the terms of the
initial purchase he or she will most likely forfeit those shares.

17
REFERENCES

 Ramaiyya, Guide to Companies Act, 1956

 Charlesworth& Morse, Company Law
 Gower & Davies, Principles of Modern Company Law
 K. Majumdar, Dr. G. K. Kapoor Company Law & Practice, Taxman
 Pennington, Company Law
 Palmer, Company Law
 K. Majumdar, Dr. G. K. KapoorCompany Law & Practice, Taxman
 Avtar Singh, Company Law
 Nicholas Bourne, Principles of Company Law

18