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of <h1>Oppression and mismanagement exit option review requires NCLT to pass a reasoned order; remand justified and interim revival denied</h1> Oppression and mismanagement dispute concerning an exit option and buy-out remedy required remand because the tribunal failed to decide merits and must ... Oppression and mismanagement - exit option / buy-out remedy - remand for reconsideration - reasoned order on merits - NCLT failed to deal with the case on merits and without arriving at a finding on the basis of merits, it had given directions with regard to an exit option - HELD THAT:- Despite an attempt being made through the mediation centre attached to the High Court for the State of Telangana, the matter could not be settled. No mediation report has been submitted despite specific directions being given by this Court with regard to how the valuation of the shares was to be undertaken. However, we are informed that there was no settlement acceptable to both parties. In that view of the matter, we are of the opinion that the remand order passed by the NCLAT was justified as it is for the NCLT to first apply its mind to all aspects and pass a reasoned order on the merits of the matter in accordance with law. Appeal is, accordingly, dismissed. Interim order - revival of interim order - fresh cause of action - No clarification was given therein, while remanding C.P. to the NCLT, whether the interim order passed in the said company petition stood revived upon such remand. - In the event such changes give rise to a fresh cause of action, it was open to the party aggrieved thereby to take recourse to appropriate remedies available to it by invoking the same in accordance with law. Any step taken in that regard already would have to be followed up to its logical conclusion. The question of reviving the said interim order after this long lapse of time does not arise as the clock cannot be turned back to restore the position that was obtaining as on the date of passing of the interim order. Appeal is, accordingly, disposed of. Issues: (i) Whether the NCLAT was justified in remanding the matter to the NCLT for a reasoned decision on merits in place of the NCLT directing an exit option without adjudicating the merits; (ii) Whether the interim order dated 06.04.2018 stands revived upon remand after the lapse of time and material changes.Issue (i): Whether remand to the NCLT was warranted because the NCLT had not applied its mind to the merits and had directed an exit option without a reasoned finding.Analysis: The issue concerns whether a tribunal must first adjudicate substantive allegations and record reasoned findings before issuing directions such as an exit option. The matter involves allegations of oppression and mismanagement and the appropriate exercise of the tribunal's powers under the Companies Act. The remand by the appellate tribunal required the NCLT to apply its mind to all aspects and pass a reasoned order on the merits in accordance with law.Conclusion: The remand to the NCLT was justified; the appellate direction remanding the matter for a reasoned decision is upheld (not in favour of the appellant before this Court).Issue (ii): Whether the earlier interim order dated 06.04.2018 is to be treated as revived upon remand after material changes and the passage of time.Analysis: The issue requires assessment of whether intervening events and factual changes after the interim order and after the NCLT's disposal permit restoration of the earlier interim position. Where material changes give rise to fresh causes of action, parties must pursue appropriate remedies; a general revival of an interim order after long lapse and changed circumstances is not warranted.Conclusion: Revival of the interim order dated 06.04.2018 does not arise and the appeal on this point is disposed of against the appellant.Final Conclusion: The remand by the appellate tribunal for a reasoned adjudication on merits is sustained and the request to revive the earlier interim order is rejected; the appeals are disposed of accordingly.Ratio Decidendi: A tribunal must first apply its mind and record reasoned findings on the merits before directing remedies such as an exit option, and an earlier interim order will not be restored by remand where material changes and the passage of time negate the original interim position.
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