Under the provisions of the Companies Act

The discussion may, therefore, be grouped under two broad heads, viz., 1. As per the decisions of the Courts, and
2. Under the provisions of the Companies Act.
As per the decisions of the Courts
(i) Breach of Fiduciary Duty. When a Director is in breach of fiduciary duty, every shareholder may be regarded an authorised organ to bring the action (Satya Charan LAI Vs. Rameshwar Prasad Bajoria)4. It, therefore, covers cases where wrong done by the management are obvious but the majority would not allow an action to be brought against them.
(ii) Where the Act Complained of Constitutes a Fraud on the Majority. Where the majority of a company's members use their power to defraud or oppress the minority, their conduct is liable to be impeached even by a single shareholder. Evershed, M.R. in Greenhalgh Vs. Ardene Cinemas Ltd.5 said, /I A special resolution would be liable to be impeached if the effect of it were to discriminate between the majority shareholders and minority shareholders, so as to give to the former an advantage of which the latter were deprived./I
(iii) Where the Act Done is Supported by a Resolution Passed by an Insufficient Majority.
An action by mhlority shall be maintainable where it is brought to restrain the company from doing an act for which a special resolution is required and such a resolution has not been properly passed or passed by means of a trick (Bailie Vs. Oriental Telephone Col
(iv) Where the Personal Rights of an Indiv.idual Member have been Infringed. Examples of personal rights of an individual shareholder are right to vote at meetings, right to receive dividends, etc. Every shareholder can assert such rights in his own name.
(v) Where the Act Done is Illegal or Ultra Vires the Company. Where the act done is illegal or ultra vires the company, any shareholder is entitled to bring an action against the company and its officers since no majority of shareholders (not even the entire body of shareholders) can sanction such matters.
Under the provisions of the Companies Act
(i) Variation of Class Rights. In case of a company whose shares are divided into various classes, the rights attached to the shares of any class may be varied with the consent of 3/4~hs majority of shareholders of that class. Where this is done and the rights are varied, the holders of not less than 10 per cent of the issued share capital of that class who had not assented to the variation may apply to the Court for the cancellation of the variation under Sec. 107 of the Companies Act, 1956. If the Court is satisfied that the variation would unfairly prejudice the shareholders of that class, it may disallow the variation.
(ii) Scheme of Reconstruction and-Amalgamation. Section 391 of the Companies Act, 1956 provides for scheme oheconstruction and gives protection to minorities. The scheme has to be approved by the Court. In exercising its powers the Court will have to see