Companies Act, 2006

139. Remedy for Acts Done Against the Interests of Shareholders: (1) A shareholder may file a complaint petition in the court for an appropriate order on the basis that the business of the company is being or is likely to be conducted in a manner prejudicial to the interests of any shareholder, or that any act done or proposed to be done on behalf of the company, or the failure of the company to do any act it should do, is or is likely to be prejudicial to the interests of any shareholder.

(2) When filing a petition under Sub-section (1), the petitioning shareholder shall prove that the director, managing director, manager or any officer controlling and managing the company has acted or is about to act in violation of the memorandum, articles or unanimous agreement with mala fide intent or by making unfair discrimination.

(3) Upon receipt of a petition under Sub-section (1), the court shall hear the concerned company, director or officer, and if the claims and allegations mentioned in the petition appear to be well-founded, the court may issue such order as it deems appropriate in the name of the company to provide remedy therefor.

(4) When issuing an order under Sub-section (3), and without prejudice to the generality of that Sub-section, the court may, notwithstanding anything written in the memorandum, articles or unanimous agreement, issue the following orders:
(a) To stop acts done against the interests of any or all shareholders and to conduct the company's business properly in the future,
(b) To stop any act being or about to be done by the company, or to require the company to do any act it has not done or is not going to do,
(c) To direct the filing of a civil suit against any person as directed by the court on behalf of the company,
(d) To complete the procedure of this Act, reduce the company's capital, purchase the shares of any shareholder, and cause the refund of the amount,
(e) To have the loss or damage caused to any shareholder due to discrimination compensated by the company or by the person making such discrimination,
(f) To wind up the company,
(g) To have the shares held in the name of any shareholder of the company purchased by another shareholder of the company or by the company itself,
(j) To recover the loss or damage from the director or officer who caused the loss or damage to the company or its shareholders,
(jh) If the company itself is to purchase shares, to order the company to pass a special resolution regarding share capital reduction and treat it as if the share capital has been reduced, and to issue an order reducing the share capital of such company and make other appropriate orders, including making necessary amendments to the memorandum or articles of the company if required,

(5) Notwithstanding anything written in Sub-section (1) or (2), the remedy available to a person who has suffered loss or damage due to the failure of the company or its directors or persons managing or controlling the company or its employees to do any act they should do, or for doing an act they should not do, or for any other kind of discriminatory behavior, shall not be deemed to be limited only to this Section, and such person may initiate action individually or collectively on behalf of themselves or other shareholders to obtain remedies available under other prevailing laws.

(6) If collective remedy is sought under Sub-section (5), the court may, after hearing or without hearing any or all shareholders of that class, issue an appropriate order.

(7) Notwithstanding anything written elsewhere in this Act, if the court has ordered that the company cannot amend its memorandum or articles to protect the interests of any or all shareholders, or must amend a specific matter, then, in such a case, no amendment can be made to the memorandum or articles without the prior permission of the court.

(8) If the company has made any amendment to its memorandum or articles by order of the court under Sub-section (7) or in accordance with such order, such amendment shall be deemed to be an amendment passed by a special resolution of the general meeting of the company.

(9) The Office shall register the following orders given by the court under this Section in the Company Register Book:
(a) An order given to reduce the share capital of the company,
(b) An order given resulting in an amendment to the memorandum or articles of the company.

(10) The provisions of this Section shall apply equally to a person who has not been registered as a shareholder of the company but whose name shares have been transferred through a legal process.