COURSE MANUAL

COMPANY LAW I

Course Code: L-CT-0017

FALL 2025
(AY 2025-26)

Name of the Course Coordinators

Prof. Karan Latayan
Prof. Meghmala Mukherjee

Name of Faculty Members

Prof. Aseem
Prof. Amit Kumar
Prof. Eysha Marysha
Prof. Karan Latayan
Prof. Kavya Lalchandani
Prof. Leela Tarang Krishna Paladugu
Prof. Meghmala Mukherjee
Prof. Mukesh Arora
Prof. Rajat Dutta
Prof. Ruby Panchal
Prof. Saurabh Sood
Prof. Suparna Jain
Prof. Surbhi Kapur
Prof. Vibhana Kanwar

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 CONTENTS

PART I .................................................................................................................................................... 3
General Information ............................................................................................................................ 3
PART II................................................................................................................................................... 4
a. Course Ideator ............................................................................................................................ 4
b. Course Description..................................................................................................................... 4
c. Course Aims .............................................................................................................................. 5
d. Intended Learning Outcomes ..................................................................................................... 5
e. Grading of Student Achievement............................................................................................... 6
PART III ................................................................................................................................................. 8
a. Keyword Syllabus ...................................................................................................................... 8
b. Course/Class Policies ................................................................................................................. 8
PART IV ............................................................................................................................................... 10
a. Weekly Course Outline ............................................................................................................ 10
b. Weekly/Module-wise Readings ............................................................................................... 11
c. Suggested books/bare acts ....................................................................................................... 17

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 PART I

General Information

General Information on, Company Law I, offered by Jindal Global Law School of the AY 2025-
26

The information provided herein is by the Course Coordinator. The following information contains the
official record of the details of the course.

This information shall form part of the University database and may be uploaded to the KOHA
Library system and catalogued and may be distributed amongst Third Year students for B.A.
LL.B., B.B.A. LLB. and B.Com. LL.B. and Second Year students for LL.B.

Course Title: Company Law I

Course Code: L-CT-0017

Course Duration: One Semester

No. of Credit Units: 4

Level: Undergraduate

Medium of Instruction: English

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 PART II

a. Course Ideator

Prof. Arjya Majumdar, Prof. Varsha Gaikwad, Prof. Karan Latayan and Prof.
Meghmala Mukherjee

b. Course Description

This course covers aspects of the law that govern the formation and operation of companies in
India. It will examine rules relating to the formation of companies, their objects and powers;
their constitution; their management and governance, as well as nature and classes of shares;
raising and maintenance of share capital; and transfer of shares. To provide an analytical
framework for examination of these rules, consideration will also be given to concepts of
separate corporate personality and limited liability, and principles underlying share capital
rules.

In almost all market economies, including that of India, the law of business firms recognises
and regulates five core legal characteristics of the firm. These are: (1) legal personality, (2)
limited liability, (3) transferable shares, (4) centralised management under a board structure,
and (5) shared ownership by contributors of capital.1 Consider this the skeleton of our course –
these are the broad topics that will be covered as we study how the Companies Act, 2013 (the
“2013 Act”) establishes a structure for these legal features, and makes rules for facilitating
business through the corporate form.

The course will also require students to engage in discussions over the aims of the law in
regulating companies in their formation, management and financing. This will involve
examining how, among other objectives, the law tries to balance the interests of all those who
have a stake in the affairs of the company, including its shareholders, employees, creditors, and
third parties, such as local communities.

A word about terminology; “corporate law”, “company law”, and “law of incorporation” are
synonymous. Do not get confused if texts, or your instructors, interchange these terms. They
all refer to the vast body of law that governs the life cycle of the corporation. As mentioned
above, for the purposes of this course, we will focus on the central statute governing Indian
company law – the 2013 Act. However, given that the 2013 Act is still a relatively recent piece
of legislation, we will also be relying on the relevant law applicable prior to the 2013 Act
coming into force, to the extent that, it has not been changed by, or is inconsistent with, the
2013 Act or its interpretation.

While the course is designed to familiarise students with certain fundamental aspects of
company law, it will also try to expose them to corporate advising, negotiation and drafting

1
Armour, John, Henry Hansmann and Reinier Kraakman. The Essential Elements of Corporate Law:
What is Corporate Law? – available at
http://www.law.harvard.edu/programs/olin_center/papers/pdf/Kraakman_643.pdf

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 exercises so that they can formulate relevant and practical advice for the benefit of an interested
party.

c. Course Aims

The course seeks to familiarise students with

• key features of the corporate form as a legal structure and its advantages and disadvantages
compared to other structures available, such as partnerships and limited liability
partnerships;
• the rules relating to corporate capacity and how companies relate to third parties;
• provisions regarding amendments to and interpretation of memorandum and articles;
• the various classes of shares and the rights attached to them;
• the rules relating to share issue, share transfer and the maintenance of share capital;
• provisions relating to meetings of members;
• remedies for minority shareholders; and
• issuance and transfer of shares, and mechanisms for raising equity funding by companies.

d. Intended Learning Outcomes

Course Intended Weightage Teaching and Learning Activities Assessment

Learning Outcomes Tasks/
Activities
By the end of the course, students should be able to:

(a) Have a sound 60% (i) Lectures: Students’

understanding of the - Students will be introduced to the ability to
fundamental principles basic principles of company law and grasp and
of company law, the various issues that are associated critically
provisions of the 2013 with this practice area. evaluate the
Act and related statutes. - Students will acquire the ability to topics/issues
(b) Comprehend how the 30% critically analyse, discuss and discussed in
rules and principles laid present their arguments on the the syllabus
out in the 2013 Act concepts learnt through class will be
apply in corporate discussion and participation. tested in the
practice and courts. . following
(c) Apply: 10% (ii) Reading of statutes, case laws other ways:
materials:
(i) the principles learnt - Students will acquire knowledge of (i) End-
in context of the principles of company law semester
advising clients and pertaining to the topics to be covered examination
in drafting key in the syllabus. (50%).
corporate
documents, and/or (iii) Tutorials: (ii) Internal
(ii) the knowledge of - Students will be presented with fact assessment
company law to legal patterns/legal problems and/or (50%).
problems and drafting and negotiation exercises
suggest solutions relating to the topics being discussed Each Course
thereto. in class. This will help the students Instructor

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 Course Intended Weightage Teaching and Learning Activities Assessment
Learning Outcomes Tasks/
Activities
in applying the principles learnt and will inform
honing their advisory and drafting the students
skills; separately
- Students will research, scrutinize, as to the
analyse and evaluate current issues methods by
in the area of company law and write which the
short papers addressing those issues students will
be assessed
internally.

e. Grading of Student Achievement

To pass this course, students must obtain a minimum of 40% in the cumulative aspects of coursework,
i.e., internal assessment (including moot, mid-term exam, internal assignment) and end term
examination. End of semester exam will carry 50 marks out of which students have to obtain a
minimum of 15 marks to fulfil the requirement of passing the course.

The details of the grades as well as the criteria for awarding such grades are provided below:
PERCENTAGE GRADE
GRADE GRADE DESCRIPTION
OF MARKS VALUE
Outstanding – Exceptional knowledge of the
subject matter, thorough understanding of issues;
80 and above O 8
ability to synthesize ideas, rules and principles
and extraordinary critical and analytical ability
Excellent - Sound knowledge of the subject
matter, thorough understanding of issues; ability
75 – 79 A+ 7.5
to synthesize ideas, rules and principles and
critical and analytical ability
Very Good - Sound knowledge of the subject
matter, excellent organizational capacity, ability
70 – 74 A 7 to synthesize ideas, rules and principles,
critically analyze existing materials and
originality in thinking and presentation
Good - Good understanding of the subject
matter, ability to identify issues and provide
65 – 69 A- 6
balanced solutions to problems and good critical
and analytical skills
Fair – Average understanding of the subject
60 – 64 B+ 5
matter, limited ability to identify issues and

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PERCENTAGE GRADE
GRADE GRADE DESCRIPTION
OF MARKS VALUE
provide solutions to problems and reasonable
critical and analytical skills
Acceptable - Adequate knowledge of the subject
55 – 59 B 4 matter to go to the next level of study and
reasonable critical and analytical skills.
Marginal - Limited knowledge of the subject
50 – 54 B- 3 matter and irrelevant use of materials and, poor
critical and analytical skills
Pass 1 – Pass with basic understanding of the
45 – 49 P1 2
subject matter
Pass 2 – Pass with rudimentary understanding of
40 – 44 P2 1
the subject matter
Fail - Poor comprehension of the subject matter;
poor critical and analytical skills and marginal
Below 40 F 0
use of the relevant materials. Will require
repeating the course
Absent - “Extenuating circumstances”
preventing the student from taking the end-
semester, or re-sit, examination as the case may
be; the Vice Dean (Examinations) at their
Absent Ab 0 discretion assign the “Ab” grade. If an "Ab"
grade is assigned, the student would appear for
the end-semester, or re-sit examination, as the
case may be, as and when the subsequent
opportunity is provided by the University.

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 PART III

a. Keyword Syllabus

Process of raising capital for the company; prospectus; SEBI Guidelines; promoters and
shareholders; issuance of shares; transfer of shares; piercing of corporate veil; ultra vires; indoor
management; articles of association; memorandum of association; ordinary shares; preference
shares; due diligence; rights issue; initial public offering; private placement; and pre-emptive
rights; .

b. Course/Class Policies

Office Hours timings

Each course instructor will inform their classes about the weekly office hours. Each course
instructor will hold a minimum of 2 hours of office hours every week.

Cell Phones, Laptops and Similar Gadgets

Students may be permitted to use their laptops in class for the purposes of reviewing reading
materials and taking notes. Under no circumstances should laptops be used in class to access email,
social or other networking websites or use instant messaging software. A violation of this policy
will result disciplinary action which may include the entire forfeiting this permission for the
remainder of the semester. The instructors may withdraw this permission at any time.

Students must keep their cellphones on switched off/ flight mode. Any student found using a
cellphone while class is ongoing will be liable to face disciplinary action.

Academic Integrity and Plagiarism

Learning and knowledge production of any kind is a collaborative process. Collaboration demands
an ethical responsibility to acknowledge who we have learnt from, what we have learned, and how
reading and learning from others have helped us shape our own ideas. Even our own ideas demand
an acknowledgement of the sources and processes through which those ideas have emerged. Thus,
all ideas must be supported by citations. All ideas borrowed from articles, books, journals,
magazines, case laws, statutes, photographs, films, paintings, etc., in print or online, must be
credited with the original source. If the source or inspiration of your idea is a friend, a casual chat,
something that you overheard, or heard being discussed at a conference or in class, even they must
be duly credited. If you paraphrase or directly quote from a web source in the examination,
presentation or essays, the source must be acknowledged. The university has a framework to deal
with cases of plagiarism. All form of plagiarism will be taken seriously by the University and
prescribed sanctions will be imposed on those who commit plagiarism.

Disability Support and Accommodation Requirements

JGU endeavours to make all its courses inclusive and accessible to students with different abilities.
In accordance with the Rights of Persons with Disabilities Act (2016), the JGU Disability Support
Committee (DSC) has identified conditions that could hinder a student’s overall well-being. These
include physical and mobility related difficulties, visual and hearing impairment, mental health
conditions and intellectual/learning difficulties e.g., dyslexia, dyscalculia. Students with any known

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disability needing academic and other support are required to register with the Disability Support
Committee (DSC) by following the procedure specified at https://jgu.edu.in/disability-support-
committee/

Students who need support may register before the deadline for registration ends, as communicated
by the DSC via email each semester. Those students who wish to continue receiving support from
the previous semester, must re-register every semester prior to the deadline for re-registration as
communicated by the DSC via email. Last minute registrations and support are discouraged and
might not be possible as sufficient time is required to make the arrangements for support.

The DSC maintains strict confidentiality about the identity of the student and the nature of their
disability and the same is requested from faculty members and staff as well. The DSC takes a strong
stance against in-class and out-of-class references made about a student’s disability without their
consent and disrespectful comments referring to a student’s disability. With due respect for
confidentiality, faculty and students are encouraged to have honest conversations about the needs
of students with disabilities and to discuss how a course may be better tailored to cater to a student
with disability.

All general queries are to be addressed to [email protected]

Safe Space Pledge

This course may discuss a range of issues and events that might result in distress for some students.
Discussions in the course might also provoke strong emotional responses. To make sure that all
students collectively benefit from the course, and do not feel disturbed due to either the content of
the course or the conduct of the discussions. Therefore, it is incumbent upon all within the classroom
to pledge to maintain respect towards our peers. This does not mean that you need to feel restrained
about what you feel and what you want to say. Conversely, this is about creating a safe space where
everyone can speak and learn without inhibitions and fear. This responsibility lies not only with
students, but also with the instructor.

P.S. The course instructor, as part of introducing the course manual, will discuss the scope of the
Safe Space Pledge with the class.

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 PART IV

a. Weekly Course Outline

Week 1 Introduction to the Corporate Form

Weeks 2 and 3 Corporate Personality

Week 4 Pre-Incorporation Contracts and Incorporation of a Company

Weeks 5 and 6 Memorandum of Association and Articles of Association

Week 7 Shares

Week 8 Issue of Shares

Weeks 9 and 10 Issue of Capital (Private Placement)

Week 11 Transfer of Shares

Weeks 12 and 13 Shareholders’ Meetings

Week 14 REVISION WEEK

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b. Weekly/Module-wise Readings

Week Topics Provisions and Readings

Introduction to the Corporate Form Main Provisions
- Nature of Corporate Form - Sections 3, 23 of the Limited Liability Partnership Act, 2008
- Advantages and Disadvantages of - Sections 11, 25 of the Partnership Act, 1932
the Corporate Form
- Difference between Company, LLP, Main Readings
Partnership, Agency, and Sole - “What is Corporate Law’, Henry Hansmann and Reinier Kraakman
Proprietorship - “Has the Limited Liability Partnership Model Provided an Effective Alternative to the Complexity of
Incorporation and the Personal Risks Associated with Partnership Law”, Mehul Varshney
1

Supplementary Provisions
- Sections 4-8, 28 of the Limited Liability Partnership Act, 2008
- Sections 4, 6, 13, 26-28 of the Partnership Act, 1932

Supplementary Case Law

- Tennant v. Stanley [In re Stanley] (1906) 1 Ch. 131

Corporate Personality Main Case Laws

- Separate Legal Personality - Salomon v. Salomon [1897] A.C. 22
- Lifting of Corporate Veil - In Re: The Kondoli Tea Co. Ltd. (1886) ILR 13 Cal. 43
- Reverse Piercing of Corporate Veil - Lee v. Lee Air Farming Limited [1960] UKPC 33
- In re Dishaw Maneckjee Petit AIR 1927 Bom 371
2 and 3
- 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
- Standard Chartered Bank v. Directorate of Enforcement AIR 2005 SC 2622
- Vodafone International Holdings BV v. Union of India (2012) 6 SCC 613 (excerpts)

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 - 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

Main Readings
- “The Evolution of Corporate Law in Post-Colonial India: From Transplant to Autochthony”, Umakanth
Varotti (Part III(A): Corporate Personality and Structure)
- Corporate Personality in India, Arjya B. Majumdar

Supplementary Case Laws

- Sudhir Gopi v. Indira Gandhi National Open University and Ors 16 May 2017
- Balwant Rai Saluja v Air India Limited (2014) 9 SCC 407

Supplementary Readings
- Reverse Piercing the Corporate Veil: Should Corporation Owners Have It Both Ways, Michael J.
Gaertner
- Solving The Bad Loan Crisis In The Unconventional Way: Is Reverse Piercing The Corporate Veil A
Solution?, Naman Kamdar & Akash Srinivasan

Pre-Incorporation Contracts and Main Provisions

Incorporation of a Company - Section 15 and 19 of the Specific Relief Act, 1963
- Validity of contracts - Sections 3,7, 8, 10A, 12, 18, 19, 21, and 22 of the Companies Act, 2013
- Types of companies - Form SPICe+, INC 11, INC 20A
- MCA 21 v3
4
Main Case Laws
- Erlanger v. New Sombrero Phosphate Co., (1878) 3 App Cas 1218
- Gluckstein v. Barnes, [1900] AC 240
- Salim Akbarali Nanji v. Union of India, [2003] 113 COMP CAS 141(BOM)

Supplementary Case Laws

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 - Kelner v. Baxter, (1866) LR 2 CP 174
- Weavers Mills v. Balkis Ammal, AIR 1969 Mad 462

Memorandum and Articles of Main Provisions

Association - Sections 4, 5, 6, 9, 10, 13, 15, 16, 17, 60, 399 of the Companies Act, 2013
- Doctrine of Ultra Vires - Table A, Schedule I
- Doctrine of Constructive Notice - Table F, Schedule I
- Indoor management - Form RUN, MGT-14
- Conflict between Articles of
Association and Shareholders’ Main Case Laws
Agreement - Ashbury Rly. Carriage & Iron Company v. Riche (1875) LR 7 HL 653
- Amendment of Memorandum and - Lakshmanaswami Mudaliar v. L.I.C. AIR 1963 SC 1185 (excerpts)
Articles of Association - Royal British Bank v. Turquand (1856) 6 E&B 32
- Memtec Limited v. Lunarmech, [2001] 103 COMP CAS 1078 (Delhi)
- 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
5 and 6
Supplementary Provisions
- Section 111A of the Companies Act, 1956
- Proviso to Section 58(2) of the Companies Act, 2013

Supplementary Case Law

- Attorney-General v. Great Eastern Railways Co. (1880) LR 5 AC 473 (HL)
- Rajendra Nath Dutta v. Shibendra Nath Mukherjee, (1982) 52 COMP CAS 293 (Cal)
- MRF Ltd. v. Manohar Parrikar, Civil Appeal No.4220 of 2002
- Re: Akola Electric Supply Co. Pvt. Ltd. (1962) 32 Com Cases 215
- H. Fillunger and Company Private Limited Pune v. Ajit Arvind., 2017 Indlaw MUM 1208
- Vodafone International Holdings BV v. Union of India and Anr. (2012) 6 SCC 613 [261-268]

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 Shares Main Provisions
- Shares as Property - Sections 43-55 of the Companies Act, 2013
- Preference and Equity Shares - Section 71 of the Companies Act, 2013
- Rights of Shareholders
7 - Debentures
- Convertible Securities
- Voting Rights
- Differential Voting Rights

Issue of Shares Main Provisions

- Rights issue - Sections 23, 42, 54, 62, and 63 of the Companies Act, 2013
- Bonus issue - Rule 13 of the Companies (Share Capital and Debenture) Rules, 2014
- Sweat Equity - Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014
8 - Employee Stock Option Schemes
Supplementary Case Law
- Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holding Ltd. and Ors., AIR 1981 SC
1298

Issue of Capital Main Provisions

- Process - Sections 23-41 of the Companies Act, 2013
- Due diligence
- Negotiations Main Case Laws
- Investor Protection through - Sahara India Real Estate Corporation Limited v. SEBI, (2013) 1 SCC 1
Shareholders’ Agreement - Peek v. Gurney (1873) LR 6 (HL) 377
9 and 10
- 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

Main Reading
- Global Legal Insights – Initial Public Offerings 2024 (India Chapter)

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 Supplementary Case Law
- Securities Exchange Board of India vs M/S Opee Stock-Link Ltd.& Anr, SC 2016, Civil Appeal No.
2252 of 2010

Supplementary Readings
- “The Indian Private Equity Model”, Afra Afsharipour (NSE Working Paper)
- “IPO Mechanisms in India: A Brief Note”, Amit Bubna and NR Prabhala
- “Anchor Investors in IPO”, Amit Bubna and NR Prabhala

Transfer of Shares (Private Main Provisions

Companies) - Sections 2(68), 56, 57, 58 of the Companies Act, 2013
- Statutory Requirements - Sections 9A, Section 9B, Article 56A (Schedule I) of the Indian Stamp Act, 1899
- Pre-Emptive Rights
- Transfer Restrictions Main Case Laws
- 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
11 Court)

Supplementary Case Laws

- 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)
- Darius Rutton Kavasmaneck v. Gharda Chemicals Limited, (2015) 4 SCC 27
- Patel Engineering Co. Ltd. v. Patel Realtors (P) Ltd., (1992) 74 COMP CAS 395 (SC)

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 Shareholders Meetings Main Provisions
- Pre-requisites of a valid meeting - Sections 96-118 of the Companies Act, 2013
- Notice and quorum
12 and
- Voting requirements Main Case Laws
13
- Resolutions and Minutes - LIC of India v. Escorts Ltd., [1986] 59 Comp Cas 548
- Chandrakant Khare v. Shantaram Kale, (1989) 65 Comp Cas 121 SC
- M.S. Madhusoodan v. Kerela Kaumudi (P.) Ltd., (2003) 46 SCL 695 (SC)

14 REVISION WEEK REVIEW AND REVISION

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c. Suggested books/bare acts
Students are welcome to purchase and use any of the textbooks mentioned below.

(i) Textbooks:
• Avtar Singh, Company Law, 18th Edition, 2025 (Eastern Book Company)
• A. Ramaiya, Guide to The Companies Act, 19th Edition, 2015 (Lexis Nexis)
• Paul L. Davies, Sarah Worthington, and Christopher Hare, Gower’s Principles of Modern
Company Law, 11th Edition, 2021 (Sweet and Maxwell)
• M.C. Bhandari, Guide To Company Law Procedures, 25th Edition, 2025 (Lexis Nexis)
• R.R. Pennington, Company Law, 2nd Edition, 2009 (Butterworths)
• Company Law and Practice: A Comprehensive Text Book on Companies Act 2013, 23rd
Edition July 2018, by Dr. G.K. Kapoor and Dr. Sanjay Dhamija (Taxmann)

(ii) Key Statutes:

• Companies Act, 2013
• Companies Act, 1956 (to the extent necessary)

(iii) List of publishers for Companies Act, 2013:

• Professional Book Publishers (without short comments/notes);
• Law and Justice Publishing Co. (without short comments);
• Commercial Publishers (without short comments);
• Lawmann’s (without short comments);
• Law Literature Publications (without short comments);
• Taxmann Publications (with short comments); and
• Universal Publications (with short comments)

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