On 4 May 2026 the Supreme Court — 2026 INSC 447 — held that the threshold question of 'membership' for the oppression-and-mismanagement jurisdiction under sections 397-398 of the Companies Act 1956 (and, by parity, sections 241-242 of the Companies Act 2013) must be read through the wider definitional framework of section 2(27) of the 1956 Act (equivalently section 2(55) of the 2013 Act), and not through the narrow technical formulation of section 41(2) of the 1956 Act. Investors who have contributed share consideration but face delays in formal register entry cannot be defeated by technical defences to the petition's maintainability — a holding particularly consequential for closely held companies where register-of-members entries are routinely contested.
On 26 March 2021, a three-judge Bench of the Supreme Court set aside the NCLAT's reinstatement of Cyrus Mistry as Executive Chairman of Tata Sons and read down its order recasting Article 75 of the Tata Sons Articles of Association. The judgment delivers two doctrinal resets: a removal from the Board — even of a director nominated by a significant minority shareholder — does not by itself amount to oppression under Sections 241 and 242 of the Companies Act, 2013; and Articles of Association are not per se invalid merely because they confer powers that could potentially be exercised oppressively. The challenge, the Court held, must be to the exercise of the power, not to its existence.