Corporate and Economic Laws · Prevention of Oppression and Mismanagement

Who Can Apply to the Tribunal for Oppression and Mismanagement

Updated 11 October 2026 · Fact-checked

Under Section 241, a member can apply to the Tribunal for relief against oppression or mismanagement only if Section 244 gives that member the right. In a company with share capital, the threshold is 100 members or one-tenth of members, whichever is less, or holders of one-tenth of issued share capital. The Tribunal may waive these.

Understand Who Can Apply to the Tribunal (Eligibility)

Section 241 says what the complaint can be. Section 244 says who may make it. You must read both together. A member with a genuine grievance still fails if the member does not meet the Section 244 test.

Section 241(1) lets a member apply, but only if the member has a right to apply under Section 244. The complaint can be of two kinds: affairs conducted in a prejudicial or oppressive manner (or prejudicial to public interest or to the company), or a material change in management or control that is likely to lead to such conduct.

Section 244 sets the minimum numbers. These thresholds stop one small shareholder from dragging a company to the Tribunal. The test differs for companies with share capital and those without.

The Central Government also has its own route. Under Section 241(2), if it thinks the affairs are conducted in a manner prejudicial to public interest, it may apply itself. It does not need to meet the Section 244 thresholds, because those apply to members.

Finally, the Tribunal has a relaxing power. On an application made to it, it may waive all or any of the Section 244(1) requirements so that members can apply under Section 241. This is how a deserving minority is saved from a rigid count.

Key rules to remember

Company with share capital: member count test: Applicants ≥ lesser of (100 members, or 1/10 of total number of members); Section 244(1)(a). The word 'whichever is less' means you take the smaller number.
Company with share capital: shareholding test: Member or members holding ≥ 1/10 of issued share capital; Alternative to the member count test. Applicants must have paid all calls and other sums due on their shares.
Company without share capital: Applicants ≥ 1/5 of total number of members; Section 244(1)(b).
Joint holders: Shares held jointly by two or more persons = counted as one member; Explanation to Section 244(1).
Waiver: Tribunal may waive all or any of the requirements in clause (a) or (b), on an application made to it; Proviso to Section 244(1). It is not automatic; the members must apply for it.
Application on behalf of others: One or more eligible members, with written consent of the rest, may apply for the benefit of all; Section 244(2).

How to solve Who Can Apply to the Tribunal (Eligibility) questions

Use this order for any question asking whether a person or group can file an oppression petition.

1Identify the applicant. Is it a member, the Central Government, or an outsider such as a creditor or director who is not a member?
2If it is the Central Government, apply Section 241(2): public interest ground, no Section 244 count needed.
3If it is a member, check whether the company has share capital or not.
4For a company with share capital, compute the count test: take the lesser of 100 or one-tenth of total members. Then compute the shareholding test: one-tenth of issued share capital. Meeting either one is enough.
5Check that the applicants have paid all calls and other sums due on their shares. Treat joint holders as one member.
6For a company without share capital, check one-fifth of the total members.
7If the threshold is not met, say the members may apply to the Tribunal for a waiver under the proviso to Section 244(1).
8State the conclusion clearly: eligible, not eligible, or eligible only if the Tribunal waives.

Quickest way: Three-line eligibility check

When to use it: Use this for MCQs and short case questions where you must decide eligibility in under two minutes.

Share capital? Yes: compare with the lesser of 100 members or 10% of members, OR 10% of issued share capital. No: 20% of members.
Any unpaid calls on the applicants' shares? If yes, they fail the test in a company with share capital, unless waived.
Not enough? Say the Tribunal can waive on application. Do not say it waives automatically.

Common mistakes in Who Can Apply to the Tribunal (Eligibility)

Using 100 members as a fixed requirement.
Students remember the number 100 and forget the words 'whichever is less'.
Fix: Always compute one-tenth of total members and take the smaller of that and 100.
Applying the one-tenth test to a company without share capital.
The two clauses look similar and get mixed up.
Fix: Remember: no share capital means one-fifth of total members; share capital means one-tenth tests.
Ignoring the condition about paying calls.
Students focus on the numbers only.
Fix: For a company with share capital, check that applicants have paid all calls and other sums due on their shares.
Counting joint holders as separate members.
Students count names instead of holdings.
Fix: Shares held jointly by two or more persons are counted as one member.
Saying the Tribunal automatically waives the thresholds.
Students overstate the waiver power.
Fix: Write that the Tribunal may waive on an application made to it. It is a discretion, not a right.
Demanding that the Central Government meet Section 244.
Students treat all applicants alike.
Fix: Section 244 speaks of members. The Central Government applies under Section 241(2) on public interest grounds.

Worked examples

Example 1

Rohan Textiles Ltd has 1,500 members and a share capital. Members holding in total 6% of issued share capital, all calls paid, and numbering 120, want to file a petition for oppression. Are they eligible under Section 244 without waiver?

Show the solution

The company has share capital, so Section 244(1)(a) applies.
Count test: one-tenth of 1,500 = 150. The lesser of 100 and 150 is 100.
The applicants number 120, which is not less than 100, so the count test is met.
Shareholding test is not needed, since either one is enough. (6% is below 10% anyway.)
All calls are paid, so the condition is satisfied.

Answer: Yes. They are eligible, because 120 members is at least 100, the lesser figure. No waiver is needed.

Example 2

Kaveri Sports Club Ltd is a company without share capital and has 90 members. 12 members want to apply under Section 241 for oppression. Are they eligible? What can they do if not?

Show the solution

There is no share capital, so Section 244(1)(b) applies.
Required: not less than one-fifth of total members = 90 ÷ 5 = 18.
The applicants number 12, which is less than 18.
So they do not meet the requirement as of right.
The proviso to Section 244(1) lets the Tribunal, on an application made to it, waive all or any of the requirements.

Answer: No, 12 is below the required 18. They may apply to the Tribunal for a waiver of the requirement so that they can apply under Section 241.

Exam tips

In case studies, first check whether the applicant is a member at all. A creditor is not covered by Section 244.
Write the formula with figures. Marks are given for showing one-tenth and the 'lesser of' step.
Always end an ineligibility answer with the waiver route, worded as 'may waive on application'.
Quote both sections: Section 241 gives the remedy, Section 244 gives the right to apply.
Do not mix up the share capital and no share capital thresholds. Examiners test this in MCQs.

Practice questions from Prevention of Oppression and Mismanagement

Who Can Apply to the Tribunal (Eligibility): frequently asked questions

What is the minimum number of members needed to file an oppression petition?

In a company with share capital, you need not less than 100 members or one-tenth of total members, whichever is less. Alternatively, members holding one-tenth of issued share capital can apply. In a company without share capital, you need one-fifth of total members.

Can the Tribunal waive the Section 244 requirements?

Yes. On an application made to it, the Tribunal may waive all or any of the requirements in clause (a) or (b) so that the members can apply under Section 241. It is a discretionary power.

Must applicants have paid all calls on their shares?

Yes, in a company with share capital. The applicants must have paid all calls and other sums due on their shares.

Can one member file on behalf of others?

Yes. Where members are entitled to apply, one or more of them may apply on behalf and for the benefit of all, after obtaining the written consent of the rest.

Can the Central Government apply to the Tribunal?

Yes. Under Section 241(2), if it is of the opinion that the affairs of the company are conducted in a manner prejudicial to public interest, it may itself apply to the Tribunal.