Worked Solution
✓ VerifiedSub-part (i): Whether MNP Limited can be converted into a private company
As per Section 2(68) of the Companies Act, 2013, a private company must limit its members to a maximum of 200. However, while counting members for this purpose, the following are excluded:
1. Persons who are in the employment of the company (current employees).
2. Persons who, having been formerly in employment, were members while in employment and have continued to be members after cessation of employment.
Additionally, joint holders of shares are treated as a single member, irrespective of the number of persons holding jointly.
Applying these provisions to MNP Limited:
| Category | Persons | Counted as Members |
|---|---|---|
| Directors and their Relatives | 18 | 18 (counted) |
| Employees (current) | 26 | Nil (excluded) |
| Employees (shares allotted during employment) | 15 | Nil (excluded) |
| Joint holders (7 sets × 2) | 14 | 7 (each set = 1 member) |
| Other Members | 12 | 12 (counted) |
| Effective Member Count | 37 |
Since the effective member count is 37, which is well within the statutory ceiling of 200 members for a private company, MNP Limited CAN be converted into a private limited company.
Note: The conversion requires passing a special resolution and obtaining approval of the National Company Law Tribunal (NCLT) under Section 14(1) of the Companies Act, 2013.
Sub-part (ii): Number of existing members to be reduced
For conversion into a private company, the member count (as computed above) must not exceed 200. Since the effective member count of MNP Limited is 37, which is already within the permissible limit of 200, no reduction in membership is required.
The company does not need to reduce any members before or after conversion, as it is fully compliant with the 200-member ceiling prescribed under Section 2(68) of the Companies Act, 2013.
Write it like this
1The skeleton
- Lead with Section 2(68) in your very first line — examiners are scanning for the statutory anchor; if it's buried or missing, you lose the 'reference to provisions' marks before they even read your analysis.
- Put a table for the member count — don't write it as running prose; a 3-column table (Category / Persons / Counted as Members) makes your exclusions visible and auditable, which is exactly how ICAI's suggested answer presents it.
- State BOTH exclusion rules explicitly — current employees AND former-employees-turned-members are two separate exclusions under §2(68); write them as two numbered points before your table so the examiner can tick each off.
- Spell out the joint-holder rule as a separate line — 'joint holders are treated as a single member' must appear as its own stated rule, not just reflected silently in the table; one line = one easy mark.
- End sub-part (i) with a clear verdict sentence — 'Since effective member count is 37, well within the ceiling of 200, MNP Limited CAN be converted'; don't leave the examiner to infer the conclusion.
- Close with Section 14(1) + NCLT — special resolution and NCLT approval is a standalone note that picks up the last half-mark; students who skip this leave easy marks on the table.
2Examiner-rewarded phrases
3Common trap
The most common mistake is adding all 14 joint-holder persons as 14 members instead of 7 — and simultaneously forgetting to exclude the 15 former-employees-still-holding shares, which pushes your total way above 37. Both errors in one answer = almost guaranteed wrong conclusion, even if your section citations are perfect.