How to File an Oppression and Mismanagement Petition (NCLT) (2026)
How to file an oppression and mismanagement petition before the NCLT in 2026: what counts as oppression, who is eligible under Section 244, the reliefs the tribunal can grant, and how to track the case. Last verified October 2026.
How-To Guide · Company Law
When those running a company conduct its affairs in a way that is unfairly harmful to some members, or manage it in a way that harms the company or the public interest, the affected members can go to the National Company Law Tribunal (NCLT). The remedy is an oppression and mismanagement petition under Sections 241 and 242 of the Companies Act, 2013. The tribunal has very wide powers to set things right. This guide explains what counts as oppression and mismanagement, who is eligible to file under Section 244, the reliefs available, the procedure, and how to follow the case. Last verified October 2026.
- Forum and law: the NCLT, under Sections 241 and 242 of the Companies Act, 2013.
- Eligibility: for a company with share capital, 100 members or one-tenth of members (whichever is less), or members holding one-tenth of the issued share capital; one-fifth of members for a company without share capital.
- Below the threshold: apply to the NCLT for a waiver under the proviso to Section 244(1).
- Reliefs: wide powers under Section 242, including a buy-out of shares, regulating affairs, removing directors and setting aside acts.
01What oppression and mismanagement mean
The two grounds are linked but different.
- Oppression: the affairs of the company are being conducted in a manner that is oppressive to any member, or prejudicial to a member's interest. It usually means conduct that is burdensome, harsh and wrongful towards a member, not just a business decision a member dislikes.
- Mismanagement: the affairs are being conducted in a manner prejudicial to the interests of the company itself, or to the public interest, or there is a material change in management that is likely to harm the company.
Common examples include squeezing out a minority, diverting company funds or business, issuing shares only to dilute a group, siphoning through related parties, denying information and dividends, and running the company for the benefit of one faction. For the legal framework in detail, see Sections 241 and 242 explained.
02Who can file: the Section 244 threshold
Not every single shareholder can file. Section 244 sets a minimum holding, which is meant to stop frivolous petitions.
| Type of company | Who can apply |
|---|---|
| Company with share capital | Not less than 100 members, or one-tenth of the total members, whichever is less; OR members holding not less than one-tenth of the issued share capital |
| Company without share capital | Not less than one-fifth of the total number of members |
Members joining together can add up their holdings to meet the threshold, and a member must have paid all calls and other sums due on the shares. The threshold is checked as on the date of filing.
03Waiver of the threshold
If you do not meet the Section 244 threshold, you are not shut out. The proviso to Section 244(1) lets the NCLT waive all or any of the requirements and allow a member to apply even below the minimum.
Waiver is not a matter of right. The tribunal looks at whether the case raises a serious question worth hearing, whether the applicant is acting in good faith, and the overall justice of allowing the petition. You file a separate application for waiver, and if it is granted the main petition proceeds.
File the waiver application first
If you are below the threshold, seek waiver at the outset. A petition filed without meeting the threshold or getting a waiver can be dismissed as not maintainable, so deal with eligibility before the merits.
04Reliefs the NCLT can grant
Section 242 gives the tribunal very wide powers to bring an end to the matters complained of. It can, for example:
- regulate the conduct of the company's affairs in future;
- order the purchase of one group's shares by the company or by other members, often the key relief in a shareholder deadlock;
- set aside or modify an agreement, a share transfer, or a resolution;
- remove or appoint directors and restrain wrongful acts;
- order recovery of money or property wrongly diverted; and
- pass any other order it thinks fit to do justice.
Ask for the specific reliefs that fit your case. A buy-out of the minority at a fair value is a common outcome where the parties can no longer work together.
05The procedure
The steps before the tribunal are:
- Petition: draft it under Sections 241 and 242, with an affidavit, setting out each oppressive or prejudicial act with dates and documents.
- Jurisdiction: file before the NCLT bench that covers the state of the company's registered office.
- Interim relief: ask for urgent orders, such as a status quo on share transfers or board changes, if the wrong is continuing.
- Evidence and hearing: the respondents reply, evidence is led, and the tribunal decides.
To find and follow NCLT matters, see how to search NCLT cases online and how to check NCLT case status.
06Appeal and limitation
There is no fixed limitation period written into Sections 241 and 242, but you should act promptly. Long delay can be held against you, especially for one-off acts, though continuing oppression can be raised even if it has gone on for a while. A petition filed after unreasonable delay may be refused.
An NCLT order can be appealed to the National Company Law Appellate Tribunal (NCLAT). For that route, see how to appeal against an NCLT order before the NCLAT.
07Where Claw fits
Claw is an all-in-one legaltech platform for Indian advocates, law firms, and corporate legal teams, combining AI-based case search, an AI legal assistant (Legal GPT), case management, and compliance automation across all Indian courts and tribunals.
Oppression and mismanagement cases turn on how tribunals have read oppression, prejudicial conduct, the Section 244 waiver, and fair-value buy-outs. Claw lets you search 30 crore+ judgments, with Supreme Court decisions from 1950 and High Court decisions from 1990, to find NCLT, NCLAT and court rulings close to your facts, with results in under 5 seconds. Once your petition is filed, Claw tracks cases, orders and hearings across 9,102 courts, benches and forums, so you can follow it by company name and never miss a date. Claw does not use your case documents to train its AI models.
Create a FREE Claw account to find oppression and mismanagement rulings and track your NCLT petition, using case search across Indian courts. You can also follow NCLT benches through case search for the NCLT.
08Sources and further reading
- India Code (Companies Act, 2013, Sections 241, 242 and 244): indiacode.nic.in
- NCLT: nclt.gov.in
- Ministry of Corporate Affairs: mca.gov.in
- Claw: clawlaw.in
This guide is general information, not legal advice. Check the current law and take advice from a company law professional before you file.
09Frequently asked questions
How do I file an oppression and mismanagement petition?
File a petition before the NCLT under Sections 241 and 242 of the Companies Act, 2013, setting out the oppressive or prejudicial acts and the reliefs you want. Check that you meet the Section 244 eligibility threshold, or apply for a waiver, and file before the bench that covers the company's registered office.
Who is eligible to file under Section 244?
For a company with share capital, at least 100 members or one-tenth of the total members, whichever is less, or members holding at least one-tenth of the issued share capital. For a company without share capital, at least one-fifth of the total members. Members can combine their holdings to meet the threshold.
What if I do not meet the shareholding threshold?
You can ask the NCLT to waive the requirement under the proviso to Section 244(1). Waiver is discretionary; the tribunal looks at whether the case raises a serious question and whether you act in good faith. File the waiver application at the outset.
What reliefs can the NCLT grant?
Under Section 242 the tribunal has wide powers: regulating the company's affairs, ordering a buy-out of shares, setting aside agreements, transfers or resolutions, removing or appointing directors, recovering diverted property, and any other order to do justice.
What is the difference between oppression and mismanagement?
Oppression is conduct of the company's affairs that is harsh and wrongful towards a member or prejudicial to a member's interest. Mismanagement is conduct prejudicial to the company itself or the public interest, or a harmful change in management.
Is there a time limit to file?
There is no fixed limitation in Sections 241 and 242, but file promptly. Long and unexplained delay can be held against you, though genuinely continuing oppression can still be raised. An NCLT order can be appealed to the NCLAT.