Overview of Oppression and Mismanagement Provisions under Companies Act, 2013
This content provides detailed information about the provisions related to oppression and mismanagement as per the Companies Act, 2013. It outlines the eligibility criteria for members of shareholders to raise concerns, the power of the tribunal to intervene, and the possible orders that can be passed in cases of prejudicial conduct. The content also covers the termination, modification, and recovery actions that the tribunal can take against directors or managers found guilty of misconduct. Overall, it offers a comprehensive guide on addressing issues of oppression and mismanagement within companies.
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C COMPANIES ACT,2013 OMPANIES ACT,2013 CA. CA. Arun Arun Saxena Saxena Saxena & & Saxena Chartered Accountants Chartered Accountants 811, 811, Ansal Ansal Bhawan Bhawan 16, 16, Kasturba Kasturba Gandhi New Delhi New Delhi 110 001. Mob.: 9810037364 Mob.: 9810037364 E E- -mail : arunsaxena@saxenaandsaxena.com mail : arunsaxena@saxenaandsaxena.com Saxena Saxena Gandhi Marg 110 001. Marg, ,
OPPRESSION OPPRESSION AND AND MIS MIS- -MANAGEMENT MANAGEMENT
3 OPPRESSION & MIS-MANAGEMENT Eligibility:- By Members of Shareholders [Section 241(1)] Not < 100 members or not < 1/10thof total number of members (whichever is less) Not < 1/10thof total issued share capital on which applicant has paid all calls. If not having share capital not < 1/5thof total number of members Tribunal may waive all or any of the condition Shares held in joint name shall be counted only one member By Central Government [Section 241(2)] If has opinion that affairs of company are being conducted in the manner prejudicial in the interest of company SAXENA & SAXENA
4 Power of Tribunal [Section 242 (402, 403, 404)] : If opinion that affairs of the company are being conducted in a manner prejudicial or oppressive to any member or prejudicial to public interest and Winding up . Unfairly prejudice such member Tribunal may pass following orders :- Regulation of conduct of affairs of company in future Purchase of shares of one member by other members If purchase of shares by company then reduction of capital Restriction on allotments or transfer of shares. SAXENA & SAXENA
5 Power of Tribunal [Section 242 (402, 403, 404)] cont .: Termination, setting aside or modification of any agreement between company and MD or Director or company or any other person (opportunity to parties be given). Setting aside of any transfer, delivery of goods, payment, execution or other act relating to property within 3 months before the date of application. Removal of MD / Director / Managers. Recovery of undue gain made by MD / Director/Manager Utilisation of such recovery including for investor education and projection fund or to identifiable victim. Manner in which MD / Director/Manager be appointed after order for removing existing MD / Director/Manager. Appointment of such member of persons as Director who shall report to Tribunal . Imposition of cost. SAXENA & SAXENA
THANK YOU SAXENA & SAXENA 6
