Advocate, Supreme Court of India · IP Extension, Delhi & Vaishali, Ghaziabad 📞 +91 88518 40550  ·  ✉ advocateajaymishra8@gmail.com

Corporate and Shareholder Disputes

Disputes between shareholders, directors and partners can paralyse a business. Company law provides specific remedies, mostly before the National Company Law Tribunal (NCLT).

Last reviewed: October 2026 · General information only, not legal advice.

Oppression and Mismanagement

A member can petition the NCLT if the company's affairs are being conducted in a manner prejudicial or oppressive to any member or to the public interest, or if there has been a material change in management or control that is prejudicial Companies Act 241.

Who can file 244: in a company with share capital, at least 100 members or one-tenth of the members, whichever is less, or members holding one-tenth of the issued share capital. The NCLT can waive this requirement in suitable cases.

Typical examples: illegal allotment of shares to dilute a shareholder, removal of a director without due process, siphoning of funds, denial of information and dividends, and decisions taken without proper meetings.

Reliefs the NCLT Can Grant

  • Regulating the conduct of the company's affairs in future 242
  • Purchase of shares of one group by the other, at a fair value
  • Setting aside improper allotments, transfers or agreements
  • Removal of directors or managing director
  • Interim orders to preserve the status quo while the case is heard

Other Corporate Remedies

IssueRemedyProvision
Name wrongly entered or omitted in register of membersRectification by NCLTCompanies Act 59
Wrongful acts affecting a group of shareholders or depositorsClass actionCompanies Act 245
Fraud in the company's affairsInvestigation into affairsCompanies Act 213
Director's liability for company chequesDefence based on roleNI Act 141
Disputes between partnersCivil suit, arbitration, dissolution and accountsPartnership Act, LLP Act
Commercial contract disputesCommercial suit or arbitrationCommercial Courts Act

Prevention: Documents That Avoid Disputes

  • A clear shareholders' agreement with exit, deadlock and valuation clauses
  • Articles of association aligned with the shareholders' agreement
  • Proper board and general meeting minutes
  • An arbitration clause for quick private resolution

Frequently Asked Questions

Who can file an oppression and mismanagement petition?

Under Section 244 of the Companies Act, 2013, in a company with share capital, at least 100 members or one-tenth of the total members, whichever is less, or members holding at least one-tenth of the issued share capital. The NCLT may waive these requirements in appropriate cases.

Can a minority shareholder challenge the issue of new shares?

Yes. An allotment made to reduce a shareholder's stake without a genuine business need, or without following proper procedure, can be challenged before the NCLT as oppression and mismanagement.

Can a director be removed by the NCLT?

Yes. In an oppression and mismanagement case, the NCLT can order the removal of a director or managing director under Section 242 of the Companies Act if it finds that this is necessary.

Need advice on your matter?

Every case turns on its own facts. Speak to Advocate Ajay Mishra for advice specific to your situation — in person at IP Extension (Delhi) or Vaishali (Ghaziabad), by phone, or by video call.