The recent controversy of the infamous Cyrus Mistry case has created buzz over corporate governance. Corporate governance is bulwark of transparency and this transparency necessitates proper execution of rights against Oppression and Mismanagement in the Company. Initially the scope of remedy against prejudice was confined to only oppressive act, later on the basis of recommendations issued under Bhabha Committee report in 1952 the scope was widened to include mismanagement as well with the ambit of Indian Company Law. To protect the interest of shareholders the law relating to “Oppression and Mismanagement” Chapter XVI has been incorporated in Companies Act 2013. However, neither the term “Oppression” nor “Mismanagement” have been clearly defined under the act and therefore the scope rests entirely on judicial interpretation. This makes it quintessential to understand in depth the delineating features of the various terms finding mention under Companies Act and this article endeavours do so by analysing the term “Unfairly prejudiced”. The term “unfairly prejudice” with regards to oppression and mismanagement has originated in UK and the same has not exactly found a place under Indian Law. Section 241 of Companies Act uses the term “Prejudice”, therefore it becomes immensely important to understand the scope of the term to correctly prevent oppression and Mismanagement.
