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Oppression and mismanagement of the company

Courtesy/By: Priyanka Bhattacharyya | 2020-07-01 23:28     Views : 326

The word oppression means a harsh, burdensome act that is causing a state of physical or mental discomfort of a person in a company. The expression oppression within the meaning of Companies Act has been interpreted to mean that the conduct of majority shareholder towards the minority shareholder is harsh and burdensome and wrong and that such conduct is malafide in nature and such purpose which would result in an advantage for some shareholder Over The Other shareholders that is the majority shareholders over the others minority shareholder. Oppression may either result from not acting than by acting of the majority shareholders it means that it may arise from doing a particular act and also from avoiding in doing a certain activity which is necessary to be done. The oppression is done to obtain a pecuniary benefit.

 

 The act which amounts to oppression

 

  •  Clandestine loan to a director
  • Earning of secret profit
  • Depriving the member of his ordinary membership
  • Issue of further share so that there is a conversion of the majority into a minority
  • Continuous refusal by the company to register share with an ulterior motive of retaining control over the affairs of the company
  • Increasing the capital so that there are no needs and denying the shareholder the opportunity to elect the directors for the company
  • The failures to distribute the amount of compensation
  • Suppression of notice of meetings to some members for the minority shareholders

The act which does not amounts to oppression

 

  • Directors incidentally acquiring or control over the company
  • Mere apprehension that the minority shareholders will be oppressed
  • Where each side is equally strong and one side is unable to oppress the other
  • The phenomenon of continuous loss cannot be regarded as an oppression of any shareholder
  • Insufficient management will not amount to oppression do it may lead to mismanagement.
  • Oppression not relating to companies affair but directed towards the third party is not oppression
  • Where the majority shareholder appoints all director it will not amount to oppression
  • Insufficient or careless conduct of the director in the performance of his duty may lead to mismanagement but not oppression
  • Mere illegal, invalid or irregular act by themselves unless they are oppressive to minority shareholder for the interest of the company or Public Interest is not oppression
  • Conduct in breach of company law is not necessarily regarded causing unfair prejudice

 Mismanagement of the company

 The mismanagement of the company in relation to Companies Act is when the affair of the company are being conducted in a manner prejudicial to the interest of the company or to the public interest. The following acts amount to the mismanagement in relation to the company's affair

 

  • Non-maintenance of essential documents
  • Non-filing of an essential document with the registrar
  • Withdrawing a considerable amount of money by the directors and other senior officials to fulfil a personal need
  • Misuse of company’s fund
  • Sale of the property and asset of the company at considerable low price
  • Continuation in office by director beyond specific term and not holding any qualification share.
  • These factors lead to mismanagement of a company. If a company is not properly managed can lead to non-fulfilment of the companies goal and proper management of the company is necessary for long term growth of the company

 

Courtesy/By: Priyanka Bhattacharyya | 2020-07-01 23:28