SECTION 242. POWERS OF TRIBUNAL

1.  On any application made under section 241, if the Tribunal is of the opinion—

• That the company’s affairs have been or are being conducted in a manner prejudicial or oppressive to any member (shareholder) or members or to public interest or in a prejudicial to the interests of the company; and

• That to wind up the company would unfairly prejudice such member or members,

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—

1. The regulation of conduct of affairs of the company in future;
2. The purchase of shares or interests of any members of the company by other members thereof or by the company.                                                     
3. Restrictions on the transfer or allotment of the shares of the company;
4. 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;
5. The termination, setting aside or modification of any agreement between the company and any person other than those referred to in clause
6. 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;
7. 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);
8. 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;
9. 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 Roc within 30 days of the order of the Tribunal.
4.  The Tribunal may make any interim order which it thinks fit .
5. Where an order of the Tribunal under sub-section (1) makes any

alteration in the MOA or AOA of a company, then, notwithstanding any other provision of this Act, the company shall not have power, any alteration whatsoever which is inconsistent with the order, either in the MOA or AOA.

6. 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 Rs. 1,00,000 but which may extend to  Rs.25,00,000 and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to 6 months or with fine which shall not be less than Rs. 25000 but which may extend to 1,00,000 rupees, or with both.