Maintainability of oppression and mismanagement petitions turns on filing-date status, not later unilateral share register changes.

Maintainability of a petition under sections 397 and 398 of the Companies Act, 1956 is tested with reference to the facts existing when the petition is filed. A company cannot defeat an otherwise maintainable petition by unilaterally deleting the petitioners' names from the register without lawful rectification proceedings. Consent under section 399(3) must be real and specific to the petition and reliefs sought, but the materials did not justify dismissal on that ground. The challenge to locus and consent therefore failed, and the petition was held maintainable.

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Issues: Whether the petition under sections 397 and 398 of the Companies Act, 1956 was liable to be dismissed for want of requisite share qualification and for absence of valid consent under section 399(3), and whether the company could unilaterally delete the petitioners' names from the register so as to defeat the proceeding.

Analysis: The requisite standing for a petition under sections 397 and 398 has to be determined with reference to the facts existing when the petition is presented. A later attempt by the company to delete the petitioners' names from the register could not, without recourse to law, destroy a petition that was maintainable at inception. The court also accepted that consent under section 399(3) must be a real consent to the particular petition and reliefs sought, but on the materials placed, the petitioners failed to establish a basis for dismissal on this ground. The unilateral rectification of the share register without following the statutory process did not provide a valid basis to hold that the petitioners had lost the right to proceed.

Conclusion: The application for dismissal was rejected, and the main petition was held to be maintainable.

Final Conclusion: The proceeding under sections 397 and 398 survived the challenge to locus and consent, and the applicant was not entitled to have the main petition struck off or dismissed on that basis.

Ratio Decidendi: Maintainability of a petition under sections 397 and 398 is tested at the time of filing, and subsequent unilateral alterations to the share register cannot defeat that maintainability without lawful rectification proceedings.

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