Corporate law under the Companies Act, 2013 — oppression and mismanagement, the exclusive jurisdiction of the NCLT, director disqualification, derivative actions, and schemes of arrangement.
The Delhi High Court held that director disqualification under Section 164(2) of the Companies Act 2013 operates prospectively and arises automatically, without any prior hearing. But it found no statutory basis for the MCA to deactivate the disqualified directors' DINs and DSCs, and ordered them reactivated.
The Delhi High Court held that a common-law derivative action survives in a deadlocked company under the wrongdoer-control exception to Foss v. Harbottle, and that a director who runs a competing business breaches the fiduciary duties codified in Section 166 of the Companies Act, 2013 and must account for the resulting gains.
The Supreme Court held that Section 430 of the Companies Act, 2013 is widely worded, so where a power — such as rectification of the register of members under Section 59 — is conferred on the NCLT, the jurisdiction of the civil court is completely barred. A shareholder disputing a share transfer must approach the NCLT, not a civil suit.
The Kerala High Court held that a claim to restructure companies and divide their assets under a private MOU falls within the NCLT's exclusive jurisdiction under Sections 241–242 of the Companies Act, 2013, and is non-arbitrable. A digest of the facts, the Vidya Drolia / Booz Allen arbitrability test, and the Court's use of Article 227.
The foundational Indian application of the Salomon principle — a shareholder owns shares, not the company's property, and the agricultural character of a tea company's income does not pass through to dividends in the shareholder's hands.
A three-judge bench laid down a strict, impropriety-based six-fold test for piercing the corporate veil, holding that canteen workers engaged through a wholly-owned subsidiary were not workmen of the parent company.
The Supreme Court imported the 'proper purpose' rule into Indian company law, holding that an allotment engineered to reduce a majority shareholder to a minority is an invalid exercise of fiduciary power and an act of oppression.
A five-judge Constitution Bench delivered a foundational statement on separate corporate personality, the narrow grounds for lifting the corporate veil, and the shareholder's right to requisition a meeting irrespective of motive.
The Supreme Court laid down the canonical checklist for sanctioning a scheme of arrangement — the court's role is supervisory, not appellate, and it does not sit in appeal over the commercial wisdom of the statutory majority.
A three-judge bench refused a finding of oppression over a FERA-driven rights issue, but moulded an equitable money remedy — the foundational Indian statement of what 'oppression' means under company law.
The Supreme Court's fullest modern restatement of the law of oppression — reaffirming that relief requires a continuous, deliberate course of unfair conduct, not isolated acts, in a dispute over the Baroda royal family's companies.
On 24 February 2026, the Supreme Court held that a stale and procedurally defective Scheme of Arrangement under Sections 391–394 of the Companies Act 1956 cannot defeat a Section 7 IBC application; Section 238 IBC override extends to defunct schemes; a 28-year corporate dispute reaches doctrinal resolution.
A 2-judge bench of the Supreme Court — *S.B. Sinha, J.* and *P.K. Balasubramanyan, J.* — held in April 2006 that *Section 529-A* of the *Companies Act 1956* created a *pari-passu* charge between workmen's dues and secured creditors as a class, but did not abolish inter-se priorities among secured creditors. Where Parliament has not expressly displaced the rule, *Section 48* of the *Transfer of Property Act 1882* applies — the first-created charge prevails over the second. The decision is not, strictly, a SARFAESI judgment; it is a Companies Act and TPA judgment whose inter-creditor reasoning has since been read into consortium-lending architecture, second-charge enforcement and — in academic commentary — into the *Section 53* IBC waterfall.
On 10 March 2026, the Supreme Court held that a valuation report is not statutorily required for a section 66 capital reduction and that a NCLAT bench may have a majority of technical members.
On 15 February 2024, a five-judge Constitution Bench unanimously struck down the Electoral Bonds Scheme and the Finance Act, 2017 amendments to the RBI Act, Companies Act, Income Tax Act, and Representation of the People Act that had enabled it. The judgment held the architecture violated the voter's right to information under Article 19(1)(a), failed the proportionality test, and could not be sustained on the asserted ground of donor confidentiality. A digest of the bench, the doctrinal logic, the consequential directions to SBI to disclose bond purchase and redemption data, and what the judgment now requires.
On 4 May 2026 the Supreme Court — 2026 INSC 447 — held that the threshold question of 'membership' for the oppression-and-mismanagement jurisdiction under sections 397-398 of the Companies Act 1956 (and, by parity, sections 241-242 of the Companies Act 2013) must be read through the wider definitional framework of section 2(27) of the 1956 Act (equivalently section 2(55) of the 2013 Act), and not through the narrow technical formulation of section 41(2) of the 1956 Act. Investors who have contributed share consideration but face delays in formal register entry cannot be defeated by technical defences to the petition's maintainability — a holding particularly consequential for closely held companies where register-of-members entries are routinely contested.
On 31 August 2012, a two-judge Bench of the Supreme Court delivered the most consequential ruling on the SEBI–MCA jurisdictional boundary the regulatory architecture had seen. Two Sahara group companies had raised approximately ₹24,029.73 crore from around three crore investors through optionally fully convertible debentures, calling the issue a private placement. The Court held the issues were deemed public offers under the first proviso to Section 67(3) of the Companies Act, 1956, brought them squarely within SEBI's jurisdiction, and directed refund of approximately ₹17,400 crore with 15 per cent interest into a SEBI-administered account. The judgment reset the listing-trigger architecture, foreshadowed the Companies Act, 2013 private-placement framework, and produced one of the longest-running enforcement sagas in Indian regulatory history.
On 17 March 2026 a two-judge bench of the Supreme Court (J.B. Pardiwala and K.V. Viswanathan JJ., judgment authored by Viswanathan J.) held that the use-of-proceeds objects disclosed by an issuer for a preferential issue are market-facing regulatory commitments under the SEBI (ICDR) Regulations 2009, and that post-allotment diversion of those proceeds constitutes fraud under the PFUTP Regulations 2003 — not curable by a subsequent shareholder ratification resolution or by an alteration of the Memorandum of Association. The Court separately confirmed that proceedings under sections 11 and 11B of the SEBI Act 1992 by the Whole-Time Member and adjudication under section 15HA by the Adjudicating Officer occupy distinct preventive and punitive spheres, and may be pursued in parallel.
On 26 March 2021, a three-judge Bench of the Supreme Court set aside the NCLAT's reinstatement of Cyrus Mistry as Executive Chairman of Tata Sons and read down its order recasting Article 75 of the Tata Sons Articles of Association. The judgment delivers two doctrinal resets: a removal from the Board — even of a director nominated by a significant minority shareholder — does not by itself amount to oppression under Sections 241 and 242 of the Companies Act, 2013; and Articles of Association are not per se invalid merely because they confer powers that could potentially be exercised oppressively. The challenge, the Court held, must be to the exercise of the power, not to its existence.