Jurisprudential Evolution of Oppression and Mismanagement in India and Abroad

Abstract

The provisions of oppression and mismanagement are crucial and decisive under the Companies Act 2013 (hereinafter ‘the Act’). The provision settles the issue and provides the legislative scope to any members of the company to file an application to tribunal (NCLT) in cases of oppression, etc1 seeking redressal. Provision of the Act enables the tribunal with wide powers to redress the matter of oppression and mismanagement complained about. However, it is undisputed to put that the various amendments, legislative enactments, committee reports, and judicial pronouncements have helped building and shaping the provision as they stand today. This paper aims to track the jurisprudential evolution of the provision of operational mismanagement in the Act and to trace down the background/brief history of what all led to the evolution of the today chapter XVI of the Act – Prevention of Oppression and Mismanagement. Additionally, this paper will compare and contrast the rules on oppression, mismanagement of India and U.K. and how is the law related to minority and majority shareholders under the companies’ laws of both countries, as well as how those rights have evolved. This analysis will focus particularly on the UK. Moreover, how the legislature has addressed past problems by various legislative enactments, as well as through court rulings, and what future problems still need to be resolved, particularly with regard to India.