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2023 (12) TMI 788 - AT - Companies LawOppression & mismanagement - removal of Petitioner No. 1 from the directorship of the Respondent No. 1 Company - Section 241 & 242 of the Companies Act, 2013 - HELD THAT:- The Impugned Order was passed by the Tribunal on 13.10.2020, whereas later in 2021 the landmark Judgment on oppression & mismanagement covering several issues including quasi-partnership aspects was passed by the Hon’ble Supreme Court of India in case of Tata Consultancy [2021 (3) TMI 1181 - SUPREME COURT] and obviously the Tribunal did not have the benefit of clear rulings given in the Tata Consultancy. It was held in the said case that The architecture of Sections 241 and 242 does not permit the Tribunal to read into the sections, a power to make an order (for reinstatement) which is barred by law vide Section 14 of the Specific Relief Act, 1963 with or without the amendment in 2018. Tribunal cannot make an order enforcing a contract which is dependent on personal qualifications such as those mentioned in Section 149(6) of the Companies Act, 2013 - Tata Consultancy Judgement has given clear rulings which are required to be followed by all the Courts/ Tribunals. It is already noted that the judgment of Tata Consultancy came after passing the Impugned Order by the Tribunal as such the Tribunal interpreted the facts and law in the original application without wisdom of Tata Consultancy judgment. The Tribunal will have to re-examine the original petition in light of the judgement of Hon’ble Supreme Court of India in case of Tata Consultancy as prima-facie, the Tribunal has taken stand not in accordance with the Tata Consultancy judgments which dealt with various issues as in present case like what are instance of oppression & mismanagement, removal and subsequent reinstatement of Director, quasi-partnership character of the Company etc. The Impugned Order is set aside and case remanded back to the Tribunal to have a fresh look on the merit after hearing both the Parties in view of the judgment of the Hon’ble Supreme Court of India given in Tata Consultancy - matter on remand.
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