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India · 4th Year · Company Law

Companies Act 2013 & Cases

Formation, directors, CSR and insolvency.

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  1. 1.Minimum members for private and public companies?

    Private: 2 (One Person Company: 1). Public: 7. A private company may have at most 200 members.

    Companies Act 2013, ss 2(68), 3

  2. 2.When must a company spend on CSR, and how much?

    If net worth ≥ ₹500 crore, turnover ≥ ₹1,000 crore, or net profit ≥ ₹5 crore in the preceding financial year; it must spend at least 2% of average net profits of the three immediately preceding financial years.

    Companies Act 2013, s 135

  3. 3.Women and independent directors — s 149?

    Prescribed classes of companies must have at least one woman director; listed public companies must have at least one-third independent directors.

    Companies Act 2013, s 149

  4. 4.Which section codifies directors' duties?

    Section 166 (act per articles, in good faith, with due care, no conflict, no undue gain, no assignment of office).

    Companies Act 2013, s 166

  5. 5.Where is relief for oppression and mismanagement sought?

    Before the National Company Law Tribunal (NCLT) under ss 241–242, with appeals to the NCLAT.

    Companies Act 2013, ss 241–242

  6. 6.Swiss Ribbons v Union of India (2019) — held?

    Upheld the constitutional validity of the Insolvency and Bankruptcy Code, 2016.

    (2019) 4 SCC 17

  7. 7.Tata Consultancy Services v Cyrus Investments (2021) — held?

    Removing Cyrus Mistry as executive chairman did not amount to oppression or mismanagement; the NCLAT's reinstatement order was set aside.

    (2021) 9 SCC 449

  8. 8.Vodafone International Holdings v Union of India (2012) — held?

    An offshore transfer of shares between non-residents was not taxable in India; Parliament then amended the law retrospectively in 2012.

    (2012) 6 SCC 613

  9. 9.Salomon v Salomon & Co [1897] — why studied in India?

    It establishes the separate legal personality of a company, followed by Indian courts subject to lifting of the veil in cases of fraud or evasion.

    [1897] AC 22 (HL)