NBFC prudential-norm breaches may support oppression and mismanagement claims when combined with related-party dealings and governance failures.

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....For an RBI-regulated NBFC, breach of binding prudential norms may constitute conduct prejudicial to the company or public interest when assessed cumulatively with related-party dealings, inadequate compliance controls and governance failures. Regulatory penalties do not necessarily preclude oppression and mismanagement jurisdiction, because regulatory supervision and corporate-protection remedies address distinct concerns. Transactions involving related parties require demonstrable approval, documentation, security and recovery arrangements; retrospective omnibus approval may not validate earlier transactions. Resignations of compliance personnel and removal of independent directors may be relevant indicators of weakened governance safeguar.........