Directors’ Duties and Minority Shareholder Protection under Indian Company Law
DOI :
https://doi.org/10.5281/zenodo.23395018Mots-clés :
Companies Act, 2013; Directors’ Duties; Corporate Governance; Related-Party Transactions; Oppression And Mismanagement; NCLTRésumé
The Companies Act, 2013 seeks to reconcile corporate autonomy and commercial risk-taking with accountability to the company, shareholders, creditors and the public. This article analyses directors’ duties and minority shareholder protection in India, focusing on section 166, related-party transactions under section 188, oppression and mismanagement proceedings under sections 241–242, class actions under section 245, and the institutional role of the National Company Law Tribunal (NCLT). It argues that India’s framework combines statutory duties, disclosure-based governance, shareholder approvals and remedial jurisdiction, but its effectiveness depends on procedural access, reliable corporate records and the ability to distinguish injury to the company from injury to an individual member. It also considers the role of board independence, audit committees and recent reforms to fast-track mergers. The central proposition is that minority protection should neither obstruct legitimate commercial decisions nor be reduced to formal compliance. Effective governance requires meaningful disclosure, independent scrutiny, reasoned records and remedies proportionate to the legal wrong.
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Références
Companies Act, 2013 (India), No. 18 of 2013.
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (India), as amended.
Companies (Meetings of Board and its Powers) Rules, 2014 (India), as amended.
Companies (Appointment and Qualification of Directors) Rules, 2014 (India), as amended.
Companies (Audit and Auditors) Rules, 2014 (India), as amended.
Companies (Management and Administration) Rules, 2014 (India), as amended.
Companies Act, 2013, §§ 149, 166, 177, 178, 188, 230–245 and Schedule IV.
India Code. (n.d.). The Companies Act, 2013. https://www.indiacode.nic.in/indiacode/handle/123456789/2114?view_type=browse
Insolvency and Bankruptcy Code, 2016 (India), No. 31 of 2016.
Life Insurance Corporation of India v Escorts Ltd, (1986) 1 SCC 264.
Ministry of Corporate Affairs. (2025, 11 September). MCA widens the scope of fast track mergers under the Companies Act, 2013. Press Information Bureau, Government of India. https://www.pib.gov.in/PressReleseDetailm.aspx?PRID=2165660&lang=2®=48
National Company Law Appellate Tribunal. (n.d.). Acts and rules. https://nclat.nic.in/act-rules
National Company Law Tribunal. (n.d.). Official website. https://nclt.gov.in/
Needle Industries (India) Ltd v Needle Industries Newey (India) Holding Ltd, (1981) 3 SCC 333.
Salomon v A Salomon & Co Ltd, [1897] AC 22 (HL).
Securities and Exchange Board of India. (2015). SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
Shanti Prasad Jain v Kalinga Tubes Ltd, AIR 1965 SC 1535.
Institute of Company Secretaries of India. (n.d.). Companies Act, 2013: Section 188, related-party transactions. https://e-book.icsi.edu/Actpagedisplay.aspx?PAGENAME=17582
Institute of Company Secretaries of India. (n.d.). Companies Act, 2013: Section 241, application to Tribunal for relief in cases of oppression. https://e-book.icsi.edu/Actpagedisplay.aspx?PAGENAME=17651
Ministry of Corporate Affairs. (n.d.). Companies Act, 2013 and rules. https://www.mca.gov.in/
Companies Act, 2013, Schedule IV: Code for Independent Directors.
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Merci de créditer les auteurs lors de toute citation : Oxford Law Review (2026)
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