Form NCLT-1 Petition Format for Oppression and Mismanagement (Sections 241 to 244)

Form NCLT-1 Petition Format explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

Form NCLT-1 is the basic form in which most petitions and applications are filed before the National Company Law Tribunal. This article sets out its columns as a petition for oppression and mismanagement under section 241 of the Companies Act, 2013, with a specimen, an explanation of who may apply under section 244, and notes on the reliefs and interim orders the Tribunal can give under section 242.

A member who complains that the company's affairs are being conducted in a manner prejudicial or oppressive to him or other members, or prejudicial to the company, or that a material change in management or control is likely to lead to such conduct, may apply. The applicant must have the right to apply under section 244, which for a company with a share capital means not less than one hundred members or one-tenth of the total number of members, whichever is less, or members holding not less than one-tenth of the issued share capital, having paid all calls and sums due on their shares; the Tribunal may waive these requirements on an application. The petition follows Form NCLT-1: particulars, jurisdiction, limitation, facts, reliefs and fee particulars, with a verifying affidavit. The format follows the form as printed in the rules consulted; check the current form on the NCLT portal before filing.

When you need this petition

You need it where members of a company, usually a minority, face conduct that is unfair to them or harmful to the company: diversion of funds, exclusion from management, issue of shares to dilute a holding, removal from the Board without proper procedure, or other acts a Tribunal may treat as oppression or mismanagement. Section 241(1)(b) also covers a material change in management or control, other than one brought about in the interests of creditors or a class of shareholders, if it is likely that the company's affairs will then be conducted in a manner prejudicial to its interests or its members. Our oppression and mismanagement guide and the section 241 to 244 explainer cover the law; appearing before the NCLT covers conduct of the matter. For help drafting and appearing, see legal dispute resolution.

Specimen petition

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,  BENCH

COMPANY PETITION NO.  OF 

IN THE MATTER OF SECTIONS 241 AND 242 OF THE COMPANIES ACT, 2013
AND
IN THE MATTER OF , having its registered office at 

, , qua shareholder(s) holding  shares being  of the issued share capital of the Company                  ...PETITIONER(S)
VERSUS
1. , through its , 
2. , 
3.                                                          ...RESPONDENTS

PETITION UNDER SECTIONS 241 AND 242 READ WITH SECTION 244 OF THE COMPANIES ACT, 2013 AND RULE 81 OF THE NATIONAL COMPANY LAW TRIBUNAL RULES, 2016

(i) PARTICULARS OF THE PETITIONER(S) AND RESPONDENTS
1. The Petitioner(s) are members of the Company, as shown by the extract of the register of members (Annexure ).
2. The Company, CIN , was incorporated on  as a  company with authorised capital of  and issued, subscribed and paid-up capital of . Its business is .
3. The shareholding pattern is: .
4. Respondent No. 2 is ; Respondent No. 3 is .
5. The Petitioner(s) satisfy section 244 of the Act because  and have paid all calls and other sums due on their shares.  

(ii) JURISDICTION
The Petitioner(s) declare that the subject matter of the petition falls within the jurisdiction of this Bench, the registered office of the Company being at .

(iii) LIMITATION
The Petitioner(s) declare that the petition is within the limitation laid down by law, where applicable, .

(iv) FACTS OF THE CASE
A. Background
1. 
B. The conduct complained of
2. On  the Respondents .
3. 
C. Why the conduct is oppressive or prejudicial
4. The acts complained of were done  and are prejudicial to the interests of the Company and oppressive to the Petitioner(s) as members, because .
5. The conduct is continuing as of the date of the petition: .
D. Why winding up would unfairly prejudice the Petitioner(s)
6. The facts would justify a winding-up order on the just and equitable ground, but to wind up the Company would unfairly prejudice the Petitioner(s) because .
E. Other proceedings
7. 

(v) RELIEFS SOUGHT
In view of the facts above, the Petitioner(s) pray that the Tribunal, under section 242 of the Companies Act, 2013:
(a) declare that the affairs of the Company have been and are being conducted in a manner prejudicial or oppressive as stated;
(b) set aside  shares on  / the resolution dated  / the agreement dated ];
(c) ];
(d)  at a fair value determined as the Tribunal directs];
(e)  as director and direct the manner of appointment of a successor];
(f) ;
(g) award costs and pass such other orders as are just and equitable.

INTERIM RELIEF
Pending the final decision, the Petitioner(s) pray under section 242(4) that  be ordered, because .

(vi) PARTICULARS OF PAYMENT OF FEE


Signature of the Petitioner(s) / authorised signatory: 
Date:     Place: 

SCHEDULE OF MEMBERS ON WHOSE BEHALF THE PETITION IS FILED (if any): 

LIST OF ANNEXURES
1. Certificate of incorporation, Memorandum and Articles of Association
2. Extract of register of members
3. Audited financial statements for 
4. Notices, minutes and resolutions complained of
5. Correspondence
6. 

AFFIDAVIT VERIFYING THE PETITION (in the form the Rules prescribe)
I, , aged , residing at , solemnly affirm: I am the Petitioner / authorised representative; the statements in paragraphs  are true to my knowledge and those in paragraphs  are based on information that I believe true. Deponent: . Verified at  on .

Clause-by-clause explanation

The law behind it

Section 241(1) lets a member complain of conduct that is prejudicial to the public interest, or prejudicial or oppressive to him or any other member, or prejudicial to the interests of the company, or of a material change in management or control that is likely to lead to such conduct, provided the member has a right to apply under section 244. Section 244(1)(a) gives the right to not less than one hundred members or one-tenth of the total number of members, whichever is less, or members holding not less than one-tenth of the issued share capital, who have paid all calls and sums due; 244(1)(b) requires one-fifth of the members for a company without share capital. The Tribunal may waive these requirements on application, joint holders are counted as one member, and one or more eligible members with the written consent of the rest may apply for all.

Section 242(1) allows the Tribunal to make such order as it thinks fit if the company's affairs are conducted in a manner prejudicial or oppressive, or prejudicial to public interest or to the company, and winding up would unfairly prejudice the members although the facts would otherwise justify it on the just and equitable ground. Section 242(2) lists orders it may provide for, including regulation of future conduct, purchase of shares, restrictions on transfer or allotment, modification of agreements, removal of directors, recovery of undue gains, costs and any other just provision. Section 242(3) requires a certified copy of the order to be filed with the Registrar within thirty days; 242(4) allows interim orders.

Rule 81 of the NCLT Rules, 2016 requires an application under section 241(1)(a) or (b) in Form NCLT-1 with the documents in Annexure B; where members apply for others, the signed consent letter must be annexed, the names and addresses of all such members set out in a schedule, and, for a company with share capital, the application must state whether calls and other sums due have been paid. A copy goes to the company, the other respondents and all persons the Tribunal directs. Rule 82 says the application cannot be withdrawn without leave, on an application in Form NCLT-9; see our Form NCLT-9 article. Every petition is verified by an affidavit in Form NCLT-6 (rule 34). Check the current rules and portal instructions.

Filing, stamp duty and execution

The petition is signed by the petitioners or an authorised signatory, accompanied by the affidavit and a memorandum of appearance or Vakalatnama where a representative appears. Court fee is payable as per the applicable rules; no figure is stated here. Annexures are certified as true copies. For other documents, see our stamp duty overview.

Common mistakes

1. Filing without showing the section 244 threshold or a waiver application.
2. Vague allegations of fraud or oppression without dates, documents or amounts.
3. Not stating whether calls and other sums due on the shares have been paid.
4. Presenting a one-off grievance rather than conduct that is continuing and prejudicial.
5. Forgetting that winding up would unfairly prejudice the petitioners, which section 242(1)(b) requires to be shown.
6. Failing to file the order with the Registrar within thirty days after it is passed.

Need help with an oppression petition?

An oppression and mismanagement petition depends on specific facts, a proper section 244 foundation and careful interim relief. Our team can assess the case, draft the petition and affidavit and appear before the Tribunal. See legal dispute resolution. You may also find our winding up petition format useful for comparison.

Key takeaways

• Form NCLT-1 sets the columns; rule 81 applies to section 241.
• Section 244 fixes who can apply and the Tribunal may waive its thresholds.
• State continuing, specific conduct with dates and documents.
• Section 242 gives wide powers, including interim orders.
• File the final order with the Registrar within thirty days.

Read next

• Sections 241 to 244: oppression and mismanagement
• Oppression and mismanagement under section 241: NCLT guide
• Form NCLT-9 general application and withdrawal of a petition
• Appearing before the NCLT: procedure, requirements and tips

Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.