Director removal & share purchase relief granted under valid statutory provisions. Articles amendments upheld; no oppression found.

The petitioner was removed as a director following statutory requirements, found valid by the tribunal. The removal was deemed justified, not oppressive. Amendments to the Articles of Association were held valid, not oppressive. Share allotments and resignations were also considered lawful. Despite no oppression found, relief under Section 402 was granted for the purchase of the petitioner's shares. The petition was disposed of with directions for share purchase, with no oppression or mismanagement established by the respondents.

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Issues Involved:
1. Validity of the removal of the petitioner as Director of the 1st respondent company.
2. Whether the removal of the petitioner as Director amounts to oppression or mismanagement.
3. Validity of the alteration of Articles of Association.
4. Whether the alteration of Articles of Association giving management powers to R2 amounts to oppression or mismanagement.
5. Whether the EOGM held on 1-07-2011 was held behind the petitioner's back and if so, whether it amounts to oppression or mismanagement.
6. Whether the increase in share capital and allotment of 82,500 shares to M/s. Transpower Technologies Pvt. Ltd. took place behind the petitioner's back.
7. Whether the allotment of 82,500 shares to M/s. Transpower Technologies Pvt. Ltd. owned by R2 and R4 jointly on 20-12-2010 amounts to oppression or mismanagement.
8. Whether R2 got R4 and R6 resigned as Directors of R1 company on 9-2-2012 and 28-06-2010 respectively.
9. Whether the petitioner was denied access to the properties, records, and registers of the company.

Detailed Analysis:

1. Validity of the Removal of the Petitioner as Director:
The petitioner was removed as a director in the EOGM held on 13-06-2013. The relevant sections of the Companies Act, 1956, namely sections 190 and 284, were cited. The tribunal found that the removal process followed the statutory requirements, including special notice and the opportunity for the petitioner to make representations. The tribunal concluded that the removal was legally valid and procedural requirements were met.

2. Whether the Removal Amounts to Oppression or Mismanagement:
The tribunal examined whether the removal was done with an intention to exclude the petitioner from management or if it was in the company's interest. The reasons for removal included the petitioner's involvement in competing businesses and the filing of a criminal case against him for intellectual property theft. The tribunal concluded that the removal was justified and did not amount to oppression or mismanagement.

3. Validity of the Alteration of Articles of Association:
The Articles of Association were amended in the EOGM held on 1-07-2011, including the insertion of Article 51-A, which gave significant management powers to R2. The tribunal found that the petitioner attended the meeting where these amendments were discussed and did not object at that time. The tribunal held that the amendments were valid and within the shareholders' rights.

4. Whether the Alteration Amounts to Oppression or Mismanagement:
The tribunal noted that the amendments were made with the majority shareholders' consent and were within the legal framework. The tribunal concluded that the alterations did not amount to oppression or mismanagement.

5. Whether the EOGM Held on 1-07-2011 was Behind the Petitioner's Back:
The tribunal found evidence that the petitioner attended the board meeting on 20-06-2011 and the EOGM on 1-07-2011. The tribunal rejected the petitioner's claim that the meetings were held without his knowledge and concluded that there was no act of oppression or mismanagement.

6. Increase in Share Capital and Allotment of 82,500 Shares:
The tribunal examined the increase in share capital and the allotment of shares to M/s. Transpower Technologies Pvt. Ltd. The tribunal found that the petitioner was aware of and had signed the share certificates. The tribunal concluded that the increase in share capital and share allotment were done in the company's interest and did not amount to oppression or mismanagement.

7. Allotment of 82,500 Shares to M/s. Transpower Technologies Pvt. Ltd.:
The tribunal reiterated that the petitioner was aware of the share allotment and had signed the share certificates. The tribunal concluded that the allotment did not amount to oppression or mismanagement.

8. Resignation of R4 and R6 as Directors:
The tribunal found that the resignations of R4 and R6 were accepted in board meetings attended by the petitioner. The tribunal concluded that the petitioner could not claim oppression or mismanagement based on these resignations.

9. Denial of Access to Properties, Records, and Registers:
The tribunal found no evidence to support the petitioner's claim that he was denied access to company records. The tribunal concluded that there was no act of oppression or mismanagement in this regard.

Relief Under Section 402 of the Act:
The tribunal noted that even in the absence of a finding of oppression, it could grant relief under Section 402 to do substantial justice. The tribunal directed that the respondents purchase the petitioner's 10.96% shareholding at a value determined by a valuer appointed by the tribunal, if the petitioner is willing to sell.

Conclusion:
The petition was disposed of with the directions for the purchase of the petitioner's shares by the respondents. The tribunal found no acts of oppression or mismanagement by the respondents.

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