Oppression and mismanagement claim fails where shareholder accepted sale proceeds, resigned, and acted under amended arrangements.

A shareholder challenge based on oppression and mismanagement failed where the record showed the amended articles and shareholders' arrangements were acted upon for years, the shareholder offered his shares, accepted the sale consideration, resigned, and issued a no-claim declaration. Allegations of coercion in share redemption and sale, as well as absence of notice of board meetings, did not establish prejudice or unlawful corporate action. The appellate scrutiny of the Company Law Board order also found no perversity, illegality, or material error; a procedural irregularity in pronouncing the order did not affect the merits. The dispute confirms that voluntary conduct under binding corporate arrangements weakens later claims of oppression or mismanagement absent proof of prejudice or illegality.

---

---

Issues: (i) Whether the appellant established oppression or mismanagement in the affairs of the company. (ii) Whether the order of the Company Law Board suffered from any legal infirmity warranting interference.

Issue (i): Whether the appellant established oppression or mismanagement in the affairs of the company.

Analysis: The disputes arose from the share purchase and shareholders arrangements, the amendment of the articles, the redemption of preference shares, the transfer of shares by the fourth respondent, and the appellant's exit from the company. The amended articles were treated as binding, the appellant had acted upon them for years, and the record showed that he offered his shares, accepted the sale consideration, tendered resignation, and issued a no-claim declaration. The complaint regarding lack of notice of board meetings did not establish prejudice or any prejudicial corporate action. The claimed coercion in redemption and sale of shares was not accepted on the material on record.

Conclusion: The appellant did not establish oppression or mismanagement.

Issue (ii): Whether the order of the Company Law Board suffered from any legal infirmity warranting interference.

Analysis: The Company Law Board's conclusion was based on the material placed before it and on the appellant's own conduct in acting under the amended arrangements and receiving the share proceeds. The alleged procedural irregularity in the manner of pronouncement of the order was treated as an irregularity not affecting the merits or the outcome. No perversity, illegality, or material error was shown in the impugned order.

Conclusion: The impugned order did not suffer from any legal infirmity calling for interference.

Final Conclusion: The appeals failed and the dismissal of the company petitions was sustained, leaving no basis for the reliefs sought by the appellant.

Ratio Decidendi: A shareholder who has voluntarily acted upon a binding amended corporate arrangement, accepted consideration for his shares, and resigned from office cannot later sustain allegations of oppression or mismanagement absent proof of prejudice or illegality in the company's decisions.

---