Law Relating to Prevention of Oppression and Mismanagement of Companies

............................................................................................
Description
The powers of the majority are supreme in matters of internal management of a company. But the minorities are not without protection. The Companies Act provides for the protection of minorities in three ways: (i) by giving them a right to complain against oppression, (ii) by permitting them to act on behalf of the company when it is wound up, as in the case of misfeasance proceedings, and (iii) by enabling them to obtain remedies through investigation. Investigation of affairs of the company and prevention of oppression and mismanagement of the company have been understood as a statutory exception to the rule in Foss v Harbottle (1843) 2 Hare 461, that the internal affairs of a company is a matter for the majority, and dissatisfied minority cannot seek outside interference. Chapter XVI of the Companies Act, 2013 deals with emergent situations or extraordinary circumstances where the corporate management of the company through directors in normal circumstances, has failed and has run into oppression or mismanagement justifying winding-up of company on just and equitable grounds and steps to be taken to avoid winding up if possible and keep the company going while at the same time relieving the minority shareholders from acts of oppression and mismanagement or preventing its affairs being conducted in a manner prejudicial to public interest. With that objective, the Tribunal have been given power to interfere with the normal corporate
management of the company, as wide as to make orders as it thinks fit as also the power to make orders for the regulation of the conduct of the company's affairs in future, overseeing and supervising the working of the company and the power to supplant the entire corporate management by resorting to non-corporate management which may take the form of appointing an administrator or a special officer or a committee of advisers, etc., who could be in charge of the affairs of the company.
.........................................................................................
Contents
Chapter 1 : Oppression and Mismangement - Introduction
Chapter 2 : Oppression - application for Relief
Chapter 3 : Oppression and Mismangement
Chapter 4 : Mismangement - Apprehension
Chapter 5 : Person - Guily of Fraud, Misfeasance and Negligence
Chapter 6 : Powers of Tribunal
Chapter 7 : Tribunal Specific Order
Chapter 8 : Tribunal Order - Purchase of Shares
Chapter 9 : Tribunal Order - Just and Equitable
Chapter 10 : Interim Order
Chapter 11 : Right to Apply
Chapter 12 : Class Action
Chapter 13 : Fraud and Fraudulent Conduct - Penalty
Appendices
Appendix 1 to Appendix 3
............................................................................................
Author Details
D. P. Mittal, B.Sc., BA (Economics), L.L.B is an advocate, tax and business law consultant. He has a long experience in administering tax laws as an officer of Indian Revenue Service and in advising investors and entrepreneurs on legal and tax aspects of investment in India as an advocate now and previously as a senior adviser in the Indian Investment Centre, New Delhi (a Government of India Organization). He has authored widely acclaimed books -Principles of Constitutional and Administrative Law, Interpretation of Statutes, Wills and Deeds, Law Dictionary, Principles of Business and Commercial Laws, Competition Law, Law relating to Limited Liability Partnership , Administrative Law, Arbitration Law, Law of Trademarks, Passing Off and Geographical Indications, Law of Patents, Information Technology Law, Law of Benami Transactions, Indian Double Taxation Agreements and Tax laws in India, GAAR, Law of Transfer Pricing in India, Treatise on Direct Tax Code, Law of Sick Industries, Offences and Prosecution, and many more, besides more than two hundred research articles in various Journals and magazines.