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2017 (11) TMI 1773 - AT - Companies LawOppression and Mismanagement - HELD THAT:- Tribunal has come to a definite conclusion that the Petitioners have failed to make out a case of 'Oppression and Mismanagement'. Having given such findings, we are of the view that the Tribunal had no jurisdiction to pass, any order in terms of sub-section (1) or (2) of Section 242 of the Companies Act, 2013. The Respondents has rightly contended that the Tribunal has failed to notice that the 10th Respondent! Petitioner continued to be on the Board as its non-executive Director, and the Petitioners' group along with other shareholders have received dividend till 2011. In this regard, the finding of Tribunal being not based on record; it was not, open to the Tribunal to pass any direction under Section 242. The Respondents have also rightly pointed out that in absence of any prayer made by the Petitioners and in absence of any provisions for compound interest the Tribunal having held that no case of 'Oppression and Mismanagement' have been made out, it was not open to the Tribunal to pass order regarding interest, which is also against the provisions of the Interest Act, 1978. Even if it is accepted that the parties have agreed to sell out their shares, in absence of any power vested with Tribunal, after its specific finding there was no 'Oppression and Mismanagement', the Tribunal had no jurisdiction to direct any party to sell or buyout any share. Further finding about, the date of valuation/ buyout as the date closest to the filing of the petition i.e. 31st March, 2007 being perverse and contrary to the offer made by parties in the year 2008, and the order dated 25th February 2009, passed by Tribunal such order cannot be upheld. While we uphold the findings of the Tribunal in so far as it relates to failure of petitioners to prove 'Oppression and Mismanagement', the last part of the order and direction to the extent of sale of shares, date of valuation/ buyout and the order regarding payment of interest and the findings that the minority group have systematically whittled due to non-payment of dividend, and reduction in the number of directors being perverse, such portion of the impugned order are set aside.
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