I am a shareholder in a private limited company holding 30% stake. The majority shareholder is taking decisions without holding any board or general meetings. What can I do?
MA Asked by Manoj Tiwari from India
Quick Answer
Decisions of a company must be taken in duly convened meetings as required under the Companies Act, 2013, and unilateral decisions by a majority shareholder without a meeting are invalid.
Detailed Legal Analysis
Decisions of a company must be taken in duly convened meetings as required under the Companies Act, 2013, and unilateral decisions by a majority shareholder without a meeting are invalid. Under Section 173, board meetings must be held at least four times a year with a maximum gap of 120 days between two meetings, and resolutions must be properly passed.
If the majority is conducting the affairs of the company in a manner oppressive to you as a minority shareholder, you can file a petition before the National Company Law Tribunal (NCLT) under Section 241 for relief on grounds of oppression and mismanagement. The NCLT has the power under Section 242 to pass orders including regulating the conduct of the company's affairs, purchase of your shares by the majority, or even winding up of the company.
Legal Provisions Referenced
Verify the current statutory text at India Code (the official repository of Indian legislation) or the Legislative Department. This answer is general legal information, not advice on your specific matter.
Disclaimer: AI-generated for educational purposes only. Does not constitute legal advice. Consult a qualified practitioner.