Chapter XVI - Prevention of Oppression and Mismanagement
Section 244
Section 244: right to apply under section 241
Section 244 sets the minimum number or holding of members needed to apply to the Tribunal under section 241 for relief against oppression and mismanagement, and lets the Tribunal waive those requirements.
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Need advice on Section 244?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) The following members of a company shall have the right to apply under section 241, namely:—(a) in the case of a company having a share capital, not less than one hundred members of the company or not less than one-tenth of the total number of its members, whichever is less, or any member or members holding not less than one-tenth of the issued share capital of the company, subject to the condition that the applicant or applicants has or have paid all calls and other sums due on his or their shares; (b) in the case of a company not having a share capital, not less than one-fifth of the total number of its members: Provided that the Tribunal may, on an application made to it in this behalf, waive all or any of the requirements specified in clause (a) or clause (b) so as to enable the members to apply under section 241. Explanation.—For the purposes of this sub-section, where any share or shares are held by two or more persons jointly, they shall be counted only as one member. (2) Where any members of a company are entitled to make an application under sub-section (1), any one or more of them having obtained the consent in writing of the rest, may make the application on behalf and for the benefit of all of them.
Introduction
Section 244 commenced on 1 June 2016 under S.O. 1934(E). The India Code text shows no amendment and matches the 2013 Gazette.
Key takeaways
Company with share capital
Not less than one hundred members or one-tenth of the total number of members, whichever is less, or members holding not less than one-tenth of the issued share capital, with all calls paid.
Company without share capital
Not less than one-fifth of the total number of members.
Waiver
The Tribunal may, on application, waive all or any of these requirements.
Joint holders and consent
Joint holders count as one member, and one or more qualifying members may apply for all with the others’ written consent.
Eligibility thresholds
Under sub-section (1)(a), in a company having a share capital, the right to apply under section 241 belongs to not less than one hundred members or not less than one-tenth of the total number of members, whichever is less, or to any member or members holding not less than one-tenth of the issued share capital, provided the applicant or applicants have paid all calls and other sums due on their shares.
Under sub-section (1)(b), in a company not having a share capital, not less than one-fifth of the total number of members may apply.
Waiver, joint holders and consent
Under the proviso, the Tribunal may, on an application made to it, waive all or any of the requirements in clause (a) or (b) so as to enable members to apply under section 241. Under the Explanation, shares held jointly by two or more persons are counted as held by one member.
Under sub-section (2), where members are entitled to apply, any one or more of them who have obtained the written consent of the rest may make the application on behalf of and for the benefit of all of them.
Practical preparation
Count members and holdings from the register as on the date of filing; confirm all calls are paid; collect written consents if one member files for the group; and, if the threshold is not met, file an application for waiver alongside the main petition.
Procedure, forms, fees and timelines for applications under this provision are set out in rules made under the Act and in the Tribunal’s procedure; check the current text of those rules, and any exemption notification for your class of company, before relying on this guide.
Practical checklist
Do
- Check that every applicant has paid all calls and other sums due on the shares.
- Get written consent from all qualifying members if one of them files for the group.
Avoid
- Do not count joint holders of the same shares as separate members.
Illustrative example
Hypothetical: a small minority group
Three family members together hold six per cent. of a private company’s issued share capital and allege they are being excluded from management.
Threshold
They do not meet the one-tenth holding test and number fewer than one-tenth of the members.
Waiver
They apply to the Tribunal to waive the requirements, explaining why their case should be heard.
Outcome
- Whether the case proceeds depends on the Tribunal granting the waiver.
Glossary
- Section 241 application
- An application to the Tribunal complaining of oppression or mismanagement in the company’s affairs.
- Issued share capital
- The capital the company has issued for subscription.
- Calls
- Demands by the company for unpaid amounts on shares.
Frequently asked questions
Can a single shareholder file an oppression case?
Yes, if that shareholder holds not less than one-tenth of the issued share capital and has paid all calls, or if the Tribunal waives the requirements on an application.
How are joint holders counted?
Under the Explanation, shares held jointly by two or more persons are counted as held by one member.
Need help applying this provision to your situation?
Contact BizeneedLast updated 12 October 2026