Oppression and mismanagement under company law justified restorative relief, while section 100A barred a further intra-court appeal.

Section 100A of the Code of Civil Procedure barred a further intra-court appeal from a Single Judge's decision under section 10F of the Companies Act, 1956, so the Letters Patent route was unavailable. On the merits, a continuing course of exclusionary conduct, invalid notices, questionable board resolutions, removal from directorship in absence, and steps to dilute shareholding amounted to oppression and mismanagement under sections 397 and 398. Winding up was found unnecessary; the proper relief was restorative, including setting aside impugned control-and-allotment measures and directing a fresh board meeting with lawful notice.

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Issues: (i) Whether a further intra-court appeal lay from the Single Judge's decision under section 10F of the Companies Act, 1956 in view of section 100A of the Code of Civil Procedure, 1908; (ii) whether the facts disclosed oppression of members and mismanagement warranting relief under sections 397 and 398 of the Companies Act, 1956; (iii) what relief should follow.

Issue (i): Whether a further intra-court appeal lay from the Single Judge's decision under section 10F of the Companies Act, 1956 in view of section 100A of the Code of Civil Procedure, 1908.

Analysis: An appeal from the Company Law Board under section 10F is an appeal from an original order. Section 100A, as amended, bars any further appeal where a Single Judge has heard and decided such an appeal. The vested nature of the right of appeal does not survive where the legislature has taken it away by express provision. The Letters Patent route was therefore not available.

Conclusion: The preliminary objection to maintainability of the appeals was rejected.

Issue (ii): Whether the facts disclosed oppression of members and mismanagement warranting relief under sections 397 and 398 of the Companies Act, 1956.

Analysis: The material showed a continuing course of conduct aimed at excluding the principal promoter from control, invalid service of notices for board meetings, questionable board resolutions, removal from directorship and managing directorship in his absence, and steps to dilute his shareholding and shift control to the rival faction. Such conduct amounted to oppression and to a material change in management prejudicial to the company and the affected members. The Court held that the case squarely attracted the jurisdiction under sections 397 and 398.

Conclusion: The Court found oppression and mismanagement proved in favour of the appellants.

Issue (iii): What relief should follow.

Analysis: Although the jurisdictional threshold was satisfied, winding up was not considered desirable in the interests of the company and the parties. The proper course was to restore the earlier position, set aside the impugned resolutions affecting control and share allotment, and direct a fresh board meeting with proper notice and lawful consideration of the matter.

Conclusion: The appeals were allowed, the High Court judgment was set aside, and limited restorative directions were issued while refusing winding up.

Final Conclusion: The decision affirms that oppressive exclusionary conduct and manipulation of corporate control can justify relief under sections 397 and 398, but the remedy may stop short of winding up where a lesser restorative order will protect the company and the parties.

Ratio Decidendi: A continuing course of exclusionary conduct, invalid corporate decision-making, and steps to dilute lawful control or shareholding can constitute oppression and mismanagement under sections 397 and 398, and where an appeal under section 10F has been decided by a Single Judge, section 100A of the Code of Civil Procedure bars a further intra-court appeal.

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