Shareholders lack standing to challenge a company's EPC contract or convert contractual disputes into oppression claims.

Minority shareholders alleging oppression and mismanagement could not challenge the company's EPC contract or seek reliefs affecting the company's contractual rights, because management of the company lies with the board and shareholders have no role in day-to-day administration. Sections 397 and 398 of the Companies Act, 1956 provide remedies for oppression and mismanagement, but they do not allow shareholders to enforce the company's claims against third parties or dispute business prudence in contractual dealings. Any breach of contract belongs to the company as a juristic person, and where arbitration is provided, the dispute remains between the contracting parties. No question of law arose under section 10F, as the standing issue followed settled corporate principles.

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Issues: Whether shareholders alleging oppression and mismanagement could challenge the company's EPC contract and seek reliefs affecting the company's contractual rights, and whether such grievances raised any question of law under section 10F of the Companies Act, 1956.

Analysis: The dispute concerned complaints by minority shareholders over the company's business decisions and performance of an EPC contract with a third party. The legal framework under the Companies Act, 1956 leaves the management of the company to the board of directors, while shareholders do not have a role in day-to-day administration. The remedies under sections 397 and 398 are available for oppression and mismanagement, but they do not confer a right on shareholders to enforce the company's contractual claims against third parties or to question business prudence in such dealings. A breach of contract, if any, belongs to the company itself, which alone may sue or be sued as a juristic person. Where the contract itself provides arbitration, the dispute remains one between the contracting parties and cannot be converted into a shareholder action. The appellate jurisdiction under section 10F is confined to questions of law arising from the order of the Company Law Board, and no such question arose because the finding that shareholders lacked standing was based on settled corporate principles.

Conclusion: The shareholders had no locus standi to seek the reliefs claimed in relation to the EPC contract, and no question of law arose under section 10F.

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