1. Introduction : Concept of protection of minority shareholders has swept the entire corporate world in the last eighty years, namely that those who are not in the control of management of the company should have a direct mode of complaint to the court if they can show that the affairs of the company are being run in a manner which is prejudicial to the interests of the company. In Bangladesh, provision under section 233 of the Companies Act, 1994 gave any member of the company the right to petition the court that the affairs of the company were being run in a manner oppressive to some part of the members including himself. The genesis of this section is section 210 of the English Companies Act, 1948 which provides an alternative remedy to winding up in case of oppression.
2. Ingredients: Any member may either individually or jointly bring to the notice of the court that-
(a) the affairs of the company are being conducted or the powers of the directors are being exercised in a manner prejudicial to one or more of the members or debenture holders or in disregard of his or their interests;
(b) the company is acting or is likely to act in a manner which discriminated or is likely to discriminate the interests of any member or debenture holder;
(c) a resolution of the members, debenture holders or any class of them has passed or is likely to be passed which discriminates the interests of the same.
3. Who can Apply: Any member who has :
(a) in case of a company having share capital – one tenth of shares;
(b) in case of a company not having share capital- one fifth of the members.
Bibhuti B. Sarker
Advocate, Supreme Court of Bangladesh.