Rahul and Rachna are husband and wife. They incorporated a Private Ltd. Company in the name of RR Industruies Pvt. Ltd. The paid-up capital of the company was ₹ 50 lakh, which they have contributed equally. The shares we

Answer 1(a) Section 241(1)(a) of the Companies Act, 2013 provides that any member of a company who complains that— 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 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 National Company Law Tribunal (NCLT), provided such member has a right to apply under section 244, for an order under Chapter XVI. Section 244(1) of Companies Act, 2013 provides that the following members of a company shall have the right to apply under section 241, namely: – in the case of a company having a share capital, not less than one hundred members of the company or not less than one-tenth of the total number of its members, whichever is less, or any member or members holding not less than one tenth of the issued share capital of the company, subject to the condition that the applicant or applicants has or have paid all calls and other sums due on his or their shares; in the case of a company not having a share capital, not less than one-fifth of the total number of its members: In the given case, there are only two shareholders in the company holding the entire share capital in equal proportions and one shareholder i.e., Rahul want to file an application with the Tribunal. Here, Rahul is having one half of share capital (i.e., more than one tenth of the issued share capital as mentioned in section 244(1)), hence he can very well file the application under Sec 241 of the Act with NCLT for seeking relief against the oppression and mismanagement in the company.