Boardroom and control disputes
Many company disputes are not about money first — they are about control. The Companies Act, 2013 gives the board, the members and the Tribunal defined roles, and a dispute usually turns on whether each of them acted within those roles.
- Removal and appointment of directors — a company may remove a director by ordinary resolution after special notice and a hearing (Section 169); the questions that follow are whether notice, quorum and voting were valid, and whether the removal was part of oppressive conduct.
- Duties of directors — Section 166 sets out the duties of good faith, due care and avoiding conflict of interest, which frames claims about self-dealing and diversion of opportunities.
- Meetings and resolutions — requisition of an extraordinary general meeting by members holding the prescribed voting power (Section 100), and challenges to meetings held without proper notice or quorum.
- Registers and transfers — rectification of the register of members under Section 59, refusal of transfer and transmission disputes.
- Related-party transactions — approvals and disclosures under Section 188 and the rules.
Statutory remedies beyond oppression
Where the grievance is about the company’s conduct more generally, the Act provides further routes: an application for investigation into the affairs of the company (Section 213) on the strength of the prescribed number of members, and a class action by members or depositors (Section 245) for relief where the company’s management or conduct is prejudicial to their interests. These are used selectively and require a carefully built record.
Forums
Most of this work lies before the NCLT, New Delhi, with appeals to the NCLAT and, on questions of law, the Supreme Court. Civil and commercial claims that sit outside the Tribunal’s jurisdiction — injunctions on contractual rights, recovery and declaratory suits — are filed before the Delhi High Court or the commercial courts, and writ petitions against regulatory action before the High Court under Article 226.
What the firm does
- Reviews the constitutional documents and statutory records before any step is taken.
- Advises the board, a director or a shareholder group on the safest and lawful way to proceed, including how to avoid invalid resolutions.
- Drafts and argues applications, replies and appeals, and conducts negotiated exits where the parties prefer to settle.
Information only. A decision on any step in a boardroom dispute should be taken with your documents and with advice on the facts.