NCLT Petition — Oppression & Mismanagement

A member can petition the NCLT under Section 241 if: (a) the company's affairs are being conducted in a manner prejudicial to members' interests or the public interest; or (b) a material change in management/control has occurred prejudicially. "Oppression" typically covers: exclusion from management contrary to understanding, wrongful dilution of minority equity, refusal to pay dividends while paying excessive director salaries, and misappropriation of company funds.

Section 242 empowers NCLT to: regulate the company's affairs by an order; purchase the petitioner's shares at a price determined by the NCLT; terminate or amend agreements; appoint a provisional liquidator or liquidate the company; remove any director or promoter. The NCLT can also pass interim injunctions preserving assets pending the petition.

Section 244 sets locus: in companies with share capital, the petitioner must hold ≥10% of the issued share capital (or such lower percentage as NCLT may allow on application). The Central Government can also petition under Section 241(2) in the public interest. A single shareholder below the threshold needs NCLT leave — this has been liberally granted where a joint venture situation has broken down.

After the Companies Act 2013 replaced the CLB (Company Law Board) with NCLT, average timelines have been 18–36 months for a substantive hearing. Interim orders (freezing of accounts, restraint on share transfers, interim management) are typically passed within 2–4 weeks of filing and are critical to preserve the status quo.

Section 241/242 proceedings are civil — no criminal liability. However, if the majority shareholder has siphoned funds (Section 447 fraud), committed forgery (Section 465), or falsified accounts (Section 448), parallel FIR and SFIO investigation are common. The CA plays a critical role in preparing a forensic analysis of the financial irregularities to support both the NCLT petition and any criminal complaint.