One of the labyrinthine areas of corporate law is the protection of minority shareholders which is encapsulated in the Bangladesh Companies Act of 1994. The protection of minority interests is a necessity for fostering a democratic culture in corporate governance; however, the issue of protecting minority shareholders' rights does not seem a concerning gist to the authority. Section 233, along with sections 195 (a) and (b) of the Companies Act, 1994 is often dedicated to minority shareholders. Section 233 of the Companies Act, 1994 stipulates that any member or debenture holder of a corporation meeting the requirements of Section 195 may file a lawsuit either singly or jointly on the basis of these three criteria- (a) the affairs of the company are being conducted or powers of the directors are being practiced in a prejudicial manner to one or more of its debenture holders in disregard of his or their interest; (b) the company is acting or is likely to act in a manner which discriminated or likely to discriminate the interest of any member or debenture holder; (c) a resolution has been passed which discriminates the members or the debentures of the holder.

The concept of "prejudicial" is indefinite which embraces actions and omissions that impair or may affect the interests of minority shareholders. In Re Macro (Ipswich) Ltd [1994] 2 BCLC 354, Arden J. held that it has an elastic nature that allows the court to practice the idea of undue prejudice in accordance with the facts of the case. Furthermore, in Re Bovey Hotel Ventures Ltd. 31st July, 1981, (unreported; Re R. A. Noble & Sons (Clothing) Ltd [1983] BCLC 273) prejudice applies to situations in which the value of his investment in the company has been severely reduced or at least significantly jeopardized as a result of a course of action by individuals who hold de facto control over the company. If the law does not give a definite effect to the unequivocal meaning, it can open certain escape doors to the dominating influential shareholders and fail to shield the interest of the minority shareholders. Besides, the eligibility to file a complaint under section 233 of the Companies Act, 1994 raised questions about a discriminatory approach to certain groups of minority shareholders. According to Section 195 (a) an individual shareholder has to hold not less than one-tenth of the shares issued; or (b) having not less than one-fifth the number of a person on the company register of members, if the company has no share capital. In Moksudur Rahman v. Bashati Property Development Ltd. 49 DLR (1997) 593, the High Court Division stated that the applicants do not have the right to apply for protection under section 233 of the Companies Act, 1994 unless they satisfy the aforementioned requirements. So only people who own the shares identified in section 195 are eligible to use section 233 to obtain the protection. This approach clearly implies that members who fall short of the threshold are not covered by section 233 protection. This, nevertheless, takes away from the section's main objective which is to safeguard minority shareholders regardless of their shareholdings. It is absurd to state that an individual who holds below 10% shares (whether it's 5% or 6% or anything else) has no right to protection under Section 233 of the Companies Act 1994. Another arguable perspective of lowering the 10% floor for minority shareholders to stop deluge consequences if appeared and the baseline appears to be designed to prevent unnecessary legal disputes. However, it is not a vigilant way to establish a proper balance of the rights of majority and minority shareholders if the law itself forgoes a particular class of shareholder's rights that is prejudiced.

In India, according to section 236 of the Companies Act, 2013, there have been three schemes such as consolidation of share capital, reduction of capital and acquisition of shares to give the effort to squeeze out the minority shareholder by giving them an exit price in exchange of the shares. The purpose behind the section is to provide proper protection to minority shareholders. However, the section does not mention the consent of the minority shareholders or whether they are actually interested in selling it; instead, it describes situations where an "acquiring entity" (which holds 90% of equity shares) has the power to disseminate minority shareholders.

Lawsuits under Section 233 are frequently brought before the court in Bangladesh, however, a significant portion of these actions are ultimately deemed to be frivolous or not covered by the section. The Court may issue any reasonable order beyond the requested relief to rectify the management of the business and protect the interests of the minority owners. Besides, most of the businesses in Bangladesh are dominated by family ownership; they frequently endeavor to further their own interests at the expense of minority shareholders. Moreover, Section 233 of the Companies Act 1994 makes no mention of the possibility that the court may require the purchase of the complaining petitioner's share by other members or by the firm. The idea of "prejudice" shall be expanded to include all forms of managerial negligence and the law should allow minority shareholders the opportunity to address all grievances they have against the powerful majorities. To conclude, generally, shareholders are unaware of their obligations and legal rights. The shareholders have to focus on performance, business strategy, future business goals, disclosures, or procedures that might offer them a bigger say in a company's policy choices.

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