In short: if the people controlling a company are running it unfairly against you as a shareholder, by removing you as a director, diluting your stake, keeping you out of the accounts or diverting business, you can petition the National Company Law Tribunal (NCLT) for relief against oppression and mismanagement under Sections 241 and 242 of the Companies Act. The NCLT can pass interim orders quickly where assets or control are at risk.
What counts as oppression or mismanagement
- removal as a director, or exclusion from management, contrary to an understanding between the founders;
- allotting new shares to dilute a shareholder's stake without a genuine need;
- siphoning or diverting company funds or business to related parties;
- refusing access to accounts, minutes and statutory registers;
- holding meetings without proper notice, or forged minutes and filings.
Who can file (Section 244)
In a company with share capital: at least 100 members or one-tenth of the members, whichever is less, or members holding at least one-tenth of the issued share capital. The NCLT can waive these requirements in a suitable case, which matters in small family companies.
What the NCLT can order
Under Section 242, the NCLT can make any order it thinks fit to end the matters complained of, including:
- restraining the allotment or transfer of shares, and setting aside illegal allotments;
- reinstating a director, or appointing an administrator or independent directors;
- ordering the purchase of one group's shares by the other at a fair value;
- setting aside fraudulent transactions and filings.
An appeal from the NCLT goes to the NCLAT within 45 days, and then to the Supreme Court.
Other routes
A shareholders' agreement may require arbitration for some disputes. Partnership and LLP disputes go to arbitration or the civil court. In deadlock, a negotiated exit at a valued price is often the most practical outcome, and an NCLT petition is frequently what brings the parties to the table.
Questions people ask
I was removed as a director. What can I do?
Check whether the procedure in the Companies Act and the articles was followed (notice, resolution, your right to be heard). If you are also a shareholder and the removal is part of oppression, you can petition the NCLT for reinstatement and other relief.
Can a minority shareholder go to the NCLT?
Yes, if they hold one-tenth of the share capital or meet the member threshold, or with the NCLT's waiver of these limits.
How long does an oppression case take in the NCLT?
Interim relief can come within weeks. A final decision usually takes one to three years, depending on the bench and the complexity.
Can the NCLT order the other side to buy my shares?
Yes. Ordering one group to buy out the other at a fair value is a common remedy for a breakdown between shareholders.
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Become a ClientCall +91 81001 21141This guide gives general information about the law in India as on 11 November 2026. It is not legal advice for your situation, and reading it does not create a lawyer-client relationship. Rules and limits change; please take advice on your own facts.