JUDGMENT 1. - The company appeal under section 10F of the Companies Act, 1956, is directed against the order dated October 27, 2008 passed by the Company Law Board, New Delhi rejecting Company Petition No. 36 of 2006 (Suresh Kumar Agarwal v. R and R Consortium P. Ltd. (2009) 149 Comp Cas 529 ) filed by the appellant making allegations of certain oppression and mismanagement on the part of respondent No.1 (M/s. R and R Consortium P. Ltd.) being covered under sections 397 and 398 of the Companies Act. 2. The appellant filed a petition under sections 397, 398, 402 and 403 of the Companies Act against respondent No. 1 company and its directors making allegations of certain oppressions and mismanagement on their part. As per material on record, respondent No. 1 (company) was incorporated in the year 1996 with authorised share capital of Rs. 5 lakhs divided into 50,000 equity shares of Rs. 10 each, which was increased to Rs. 25 lakhs in June, 1996 and further increased to Rs. 50 lakhs in March, 1997. Respondent No. 1 company was established with the objects to purchase, acquire, convert, develop, improve, hold with absolute or limited rights or on lease, sub-lease or otherwise and to erect, construct, build, demolish, re-erect, alter, repair furnish and maintain land including agricultural land, building, houses, farm houses, residential flats, commercial complexes, etc. 3. Counsel for the appellant has reiterated the self same submission having been urged before the Company Law Board and what has been contended by him is nothing but re-appreciation of the facts having already been considered while arriving at a finding of fact by the Board under the order impugned. 4. As alleged, only land/real asset of respondent No. 1 (company) is a plot situated at Ashok Marg, C-Scheme, Jaipur admeasuring 1,725 sq. yards which was purchased with defective title out of Rs. 22.5 lakhs which was brought by the appellant into the company in the year 1996 out of which 1 lakh equity shares of Rs. 10 each of respondent No. 1 (company) were allotted in favour of the appellant while balance amount of Rs. 12.5 lakhs was retained by the company. It was alleged that the appellant was promised with shareholding in the company in 50 : 50 ratio besides directorship. 5. 10 each of respondent No. 1 (company) were allotted in favour of the appellant while balance amount of Rs. 12.5 lakhs was retained by the company. It was alleged that the appellant was promised with shareholding in the company in 50 : 50 ratio besides directorship. 5. It appears that when share capital of the company was increased and one more director (respondent No. 3) was inducted who happens to be the son of the director holding major shares. The appellant felt aggrieved of induction of respondent No. 3 being without consent of the appellant as also without resolution with an ill-intention to create majority on the board of respondent No. 1 (company) and to oppress the appellant, tantamounting to oppression and mismanagement under the Companies Act, which the appellant filed by way of company petition before the Company Law Board. 6. It has come on record that the appointment of respondent No. 3 as director was with the consent and signature of the appellant who filed the annual return in Form 32 before the Registrar of Companies ; and in fact he sold his shareholding to respondent No. 3 for the consideration having been received by the appellant. In regard to the sale consideration for transfer of the shares, initially a cheque No. 195751 dated July 6, 2005, was issued in the name of the appellant who made request that it may be issued in the name of his promoter company Bansal Land Mark P. Ltd. - accordingly cheque No. 195752 dated July 6, 2005, for a sum of Rs. 30 lakhs was drawn and was cleared from the bank on July 7, 2005. 7. However, there is no material brought on record that Bansal Land Mark P. Ltd., is not a company promoted by the appellant or there was some business transaction ever having taken place with respondent No. 1 (company) and Bansal Land Mark P. Ltd., under which payment of Rs. 30 lakhs was made to it, its promoter company. The appellant averred that the money was transferred as loan and not towards transfer of shares. 8. 30 lakhs was made to it, its promoter company. The appellant averred that the money was transferred as loan and not towards transfer of shares. 8. Taking note of the over-all material on record, the Company Law Board finally recorded a finding that the appellant who continues to be a director in respondent No. 1 (company) had himself decided to disassociate from the affairs of the company having taken a decision to sell off his shareholding to the respondents and since he could not decide the name of the transferee, a cheque was initially issued on July 6, 2005, for Rs. 30 lakhs towards consideration for his shares at Rs. 30 per share on a premium of Rs. 20 on face value of Rs. 10 each ; but on the request of the appellant, earlier cheque was cancelled and another cheque No. 195752 dated July 6, 2005, for self same sum of Rs. 30 lakhs was handed over in the name of Bansal Land Marks P. Ltd. - promoter company of the appellant and was duly encashed in its account. 9. Taking note of the finding of fact recorded by the Company Law Board about oppression/mismanagement, for which the appellant failed to make out a case of winding up of respondent No. 1 (company) which was one of pre-requisites for attracting the provisions of sections 397 and 398 of the Companies Act. Apart from merits, it was also observed by the board that the appellant being a director was fully aware of the defect in title of respondent No. 1 (company) property, which cannot be construed to be a cause of oppression and mismanagement nor can he be oppressed by appointment of respondent No. 3 as director as he had duly consented with it and also filed the annual return in Form 32 for the year ending on March 31, 2005, before the Registrar of Companies on March 27, 2006 and the appellant failed to make out a case as to how the conduct of respondent No. 1 at any point of time was harsh, burdensome and wrongful, which too cannot be considered to be oppression or mismanagement in the affairs of the company. 10. 10. However, the scope under sections 397 and 398 of the Companies Act has been considered in V.S. Krishnan v. Westfort Hi-Tech Hospital Ltd. (2008) 142 Comp Cas 235; [2008] 3 SCC 363 , wherein the apex court observed ad infra (page 245 of 142 Comp Cas) : "In a number of judgments, this court considered in extenso the scope of sections 397 and 398. The following judgments could be use fully referred to : (a) Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holding Ltd. (1981) 51 Comp Cas 743; (1981) 3 SCC 333 . (b) M.S. Madhusoodhanan v. Kerala Kaumudi P. Ltd. (2003) 117 Comp Cas 19 ; [2004] 9 SCC 204. (c) Dale and Carrington Invt. P. Ltd. v. P.K. Prathapan (2004) 122 Comp Cas 161; [2005] 1 SCC 212. (d) Sangramsinh P. Gaekwad v. Shantadevi P. Gaekwad (2005) 123 Comp Cas 566; [2005] 11 SCC 314. (e) Kamal Kumar Dutta v. Ruby General Hospital Ltd. (2006) 134 Comp Cas 678 ; [2006] 7 SCC 613. From the above decisions, it is clear that oppression would be made out : (a) Where the conduct is harsh, burdensome and wrong. (b) Where the conduct is mala fide and is for a collateral purpose where although the ultimate objective may be in the interest of the company, the immediate purpose would result in an advantage for some shareholders vis-a-vis the others. (c) The action is against probity and good conduct. (d) The oppressive act complained of may be fully permissible under law but may yet be oppressive and, therefore, the test as to whether an action is oppressive or not is not based on whether it is legally permissible or not since even if legally permissible, if the action is otherwise against probity, good conduct or is burdensome, harsh or wrong or is mala fide or for a collateral purpose, it would amount to oppression under sections 397 and 398. (e) Once conduct is found to be oppressive under sections 397 and 398, the discretionary power given to the Company Law Board under section 402 to set right, remedy or put an end to such oppression is very wide. (f) As to what are facts which would give rise to or constitute oppression is basically a question of fact and, therefore, whether an act is oppressive or not is fundamentally/basically a question of fact." 11. (f) As to what are facts which would give rise to or constitute oppression is basically a question of fact and, therefore, whether an act is oppressive or not is fundamentally/basically a question of fact." 11. In view of what has been observed (supra), section 10F permits an appeal to the High Court from an order of the Company Law Board only on a question of law as the Company Law Board is the final authority on facts unless such findings are perverse, based on no evidence or are otherwise arbitrary or the conclusion was against law or arose from consideration of irrelevant material or omission to consider relevant materials, the appellate court would interfere under section 10F of the Companies Act. 12. In the present appeal, it is not the case that what has been observed and recorded by the Company Law Board under order impugned are against law or based on irrelevant material or omission to consider relevant materials or was mala fide or for a collateral purpose or was burdensome, harsh or wrongful - in the absence whereof, in the opinion of this court, finding of fact duly supported by material on record is not open to be re-appreciated and no question of law has emerged in the present appeal which requires to be examined under section 10F of the Companies Act. No doubt, it is settled position of law that if a finding of fact is perverse and is based on no evidence, it can be a question of law and be examined under scope of section 10F of the Companies Act ; however, it is not the case established by the appellant herein. Consequently, the appeal fails and is hereby dismissed. 13. No order as to costs. *******