1. If, on any application made under section 241, the Tribunal is of the opinion—
a. that the company's affairs have been or are being conducted in a manner prejudicial or oppressive to any member or members or prejudicial to public interest or in a manner prejudicial to the interests of the company; and
b. that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the making of a winding-up order on the ground that it was just and equitable that the company should be wound up, the Tribunal may, with a view to bringing to an end the matters complained of, make such order as it thinks fit.
2. Without prejudice to the generality of the powers under sub-section (1 ), an order under that sub-section may provide for:—
a. the regulation of conduct of affairs of the company in future;
b. the purchase of shares or interests of any members of the company by other members thereof or by the company;
c. in the case of a purchase of its shares by the company as aforesaid, the consequent reduction of its share capital;
d. restrictions on the transfer or allotment of the shares of the company;
e. the termination, setting aside or modification, of any agreement, howsoever arrived at, between the company and the managing director, any other director or manager, upon such terms and conditions as may, in the opinion of the Tribunal, be just and equitable in the circumstances of the case;
f. the termination, setting aside or modification of any agreement between the company and any person other than those referred to in clause (e ):
Provided that: no such agreement shall be terminated, set aside or modified except after due notice and after obtaining the consent of the party concerned;
g. the setting aside of any transfer, delivery of goods, payment, execution or other act relating to property made or done by or against the company within three months before the date of the application under this section, which would, if made or done by or against an individual, be deemed in his insolvency to be a fraudulent preference;
h. removal of the managing director, manager or any of the directors of the company;
i. recovery of undue gains made by any managing director, manager or director during the period of his appointment as such and the manner of utilisation of the recovery including transfer to Investor Education and Protection Fund or repayment to identifiable victims;
j. the manner in which the managing director or manager of the company may be appointed subsequent to an order removing the existing managing director or manager of the company made under clause (h );
k. appointment of such number of persons as directors, who may be required by the Tribunal to report to the Tribunal on such matters as the Tribunal may direct;
l. imposition of costs as may be deemed fit by the Tribunal;
m. any other matter for which, in the opinion of the Tribunal, it is just and equitable that provision should be made.
3. A certified copy of the order of the Tribunal under sub-section (1 ) shall be filed by the company with the Registrar within thirty days of the order of the Tribunal.
4. The Tribunal may, on the application of any party to the proceeding, make any interim order which it thinks fit for regulating the conduct of the company's affairs upon such terms and conditions as appear to it to be just and equitable.
5. Where an order of the Tribunal under sub-section (1 ) makes any alteration in the memorandum or articles of a company, then, notwithstanding any other provision of this Act, the company shall not have power, except to the extent, if any, permitted in the order, to make, without the leave of the Tribunal, any alteration whatsoever which is inconsistent with the order, either in the memorandum or in the articles.
6. Subject to the provisions of sub-section (1 ), the alterations made by the order in the memorandum or articles of a company shall, in all respects, have the same effect as if they had been duly made by the company in accordance with the provisions of this Act and the said provisions shall apply accordingly to the memorandum or articles so altered.
7. A certified copy of every order altering, or giving leave to alter, a company's memorandum or articles, shall within thirty days after the making thereof, be filed by the company with the Registrar who shall register the same.
8. If a company contravenes the provisions of sub-section (5 ), the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both.
Legal Commentary & Landmark Judgments: Section 242
Section 242 of the Companies Act, 2013 equips the National Company Law Tribunal (NCLT) with expansive statutory powers to fashion equitable remedies on an application under Section 241, enabling the Tribunal to bring an end to acts of oppression and mismanagement without liquidating a viable commercial entity.
In oppression petitions before NCLT, establish both limbs of Section 242: demonstrate prejudice to company interests and show that winding up would destroy enterprise value, justifying judicial restructuring of board control.