Can an Independent Director of a public listed company file a complaint with the NCLT against the management of the company for oppression and mismanagement? Analyse as per the decided case laws meaning of oppression and

The words 'oppression and mismanagement' have not been defined under the Companies Act, 2013. The meaning of the term "oppression" as explained by Lord Cooper in the Scottish case of Elder v. Elder & Western Ltd., (1952) Scottish Cases 49, which has been cited with approval by Wanchoo, J (afterwards C.J.) of the Supreme Court in Shanti Prasad v. Kalinga Tubes, (1965) 1 Comp. L.J. 193 at 204 is as under: "The essence of the matter seems to be that the conduct complained of should at the lowest, involve a visible departure from the standards of fair dealing, on which every shareholder who entrusts his money to the company is entitled to rely." As decided in [Bellador Silk Limited (1965) I All ER 667], a member can complain of oppression only as a member and not in his capacity as director or creditor. According to Section 241 of Companies Act, 2013 allows the application to NCLT for relief in case of oppression by members only. As per Regulation 17(6)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an independent director shall not be offered any ESOP by the listed company. According to Regulation 16(1)(b)(iv) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an independent director, inter alia, shall not have any pecuniary relationship with the listed company. Hence, an independent director who has no monetary stake in the company and who is prohibited from holding shares in a listed company cannot file a case of oppression and mismanagement with NCLT as he is not a member of the company in the first place. Therefore, the independent director of a public listed company cannot file a complaint with the NCLT against the management of the company for oppression and mismanagement.