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
| Issue | Remedy | Provision |
| Name wrongly entered or omitted in register of members | Rectification by NCLT | Companies Act 59 |
| Wrongful acts affecting a group of shareholders or depositors | Class action | Companies Act 245 |
| Fraud in the company's affairs | Investigation into affairs | Companies Act 213 |
| Director's liability for company cheques | Defence based on role | NI Act 141 |
| Disputes between partners | Civil suit, arbitration, dissolution and accounts | Partnership Act, LLP Act |
| Commercial contract disputes | Commercial suit or arbitration | Commercial 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.