OPPRESSION AND MISMANAGEMENT UNDER THE COMPANIES ACT, 2013: A COMPARATIVE ANALYSIS WITH THE UNITED KINGDOM
AUTHOR – AYUSH SHARMA, STUDENT AT CHRIST (DEEMED TO BE) UNIVERSITY
BEST CITATION – AYUSH SHARMA, OPPRESSION AND MISMANAGEMENT UNDER THE COMPANIES ACT, 2013: A COMPARATIVE ANALYSIS WITH THE UNITED KINGDOM, INDIAN JOURNAL OF LEGAL REVIEW (IJLR), 6 (2) OF 2026, PG. 315-323, APIS – 3920 – 0001 & ISSN – 2583-2344. DOI – https://doi.org/10.65393/OEKV5717
The principle of majority rule has been recognized as the bedrock of corporate governance, where decision-making is maximized in terms of efficiency but individual shareholder interests are subordinated to the will of the majority. Unbridled majority control, however, poses a threat of taking advantage of minority shareholders. The legislature has formulated statutory remedies intended to reconstitute fairness in corporate frameworks so as to prevent such abuse. This paper analyses the law of oppression and mismanagement in India under the Companies Act, 2013, providing a historical context from English law and juxtaposing it with the “unfair prejudice” remedy under the United Kingdom’s Companies Act, 2006. Although India officially acknowledges a wide range of claims—such as oppression, mismanagement, and prejudice—the system is limited by procedural barriers like the requirement of “just and equitable,” the application of minimum membership requirements, and the judicial approach to non-arbitrability. The United Kingdom, on the other hand, has evolved a more flexible, accessible, and shareholder-oriented model imposing no such conditionalities. This paper, by way of comparative analysis, identifies the lacunae in India’s framework and canvasses for reforms that would rebalance the law to better serve its protective function in protecting minority interests and enhancing corporate governance. Keywords: oppression, mismanagement, unfair prejudice, just and equitable, minority.