'The corporate governance framework should protect and facilitate exercise of shareholders' rights and ensure the equitable treatment of all shareholders, including minority and foreign shareholders. All shareholders sho

As an equity shareholder, minority have the right to: participate in the profits of the company. information about the company. participation in general shareholder meetings and influence corporate actions through voting on proposal. Companies Act, 2013 provides for some measures to protect the interest of minority shareholders which are discussed as under: - (1) Oppression and Mismanagement: Part XVI consisting of Sections from 241 to 246 of Companies Act, 2013 deals with prevention of Oppression and Mismanagement. When a shareholder's rights are violated it can be termed as oppression. Oppression occurs when the majority shareholders misuse their rights and take company's business as their personal property resulting in loss to the minority shareholders. (2) Class Action Suit: A class action suit is a legal proceeding in which shareholders bring suit as a group against the company or its directors or officers and the judgment or settlement received from the suit covers all the shareholders equally. (3) Special Rights: As 'the will of the majority prevails' the decision of majority shareholders in a company binds the minority. They exercise their rights without considering the interests of minority. They may misuse their power to exploit the rights of minority. Hence Companies Act. 2013 provides some special powers to small shareholders to prevent exploitation of their rights. (4) Representation on Board: Section 151 provides that a listed company may have one director elected by such small shareholders as prescribed under Rule 7 of the Companies (Appointment and Qualification of Directors) Rules. 2014. (5) E-Voting: Voting by electronic means is a facility given to the members of a company with more than 1000 shareholders to cast their votes on the resolutions through electronic mode. It provides an opportunity to shareholders residing in far-flung area to take part in the decision-making process of the company. Shareholder scan therefore exercise their voting rights even when they cannot be physically present for meetings and without spending too much time or money. (6) Exit Rights: In the event of an acquirer, or a person acting in concert with such acquirer, becoming registered holder of 90% or more of the issued equity share capital of a company, or in the event of any person or group of persons becoming ninety percent majority or holding 90% of the issued equity share capital of a company, by virtue of an amalgamation, share exchange. conversion of securities or for any other reason, such acquirer, person or group of persons, as the case may be, shall notify the company of their intention to buy the remaining equity shares [Section 236(1)]. (7) Related Party Transactions: Section 188(1) provides that except with the consent of the Board of Director given by a resolution at meeting of the Board, not company shall enter into any contract or arrangement with a related party with respect to (a) sale, purchase or supply of any goods or materials; (b) selling or otherwise disposing of, or buying, property of any kind (c) leasing of property of any kind, (d) availing or rendering of any services; (e) appointment of any agent for purchase or sale of goods, materials, services or property; (f) such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company; and (g) underwriting the subscription of any securities or derivatives thereof, of the company. (8) Application to Tribunal for Relief: Section 244(1) provides that any member of a company who complains that - (a) the affairs of the company have been or are being conducted in a manner prejudicial to public interest or in a manner prejudicial or oppressive to him or any other member or members or in a manner prejudicial to the interests of the company; or (b) the material change, not being a change brought about by, or in the interests of, any creditors. including debenture holders or any class of shareholders of the company, has taken place in the management or control of the company, whether by an alteration in the Board of Directors, or manager, or in the ownership of the company's shares, or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to its interests or its members or any class of members, may apply to the Tribunal, provided such member has a right to apply under section 244, for an order under Chapter XVI.