Locus standi in oppression petitions depends on a legally effective share transfer and properly proved corporate records.

A disputed share transfer can affect a member's locus standi to maintain a company petition only if the transfer is shown to be legally effective under the company's articles and the statutory records are properly proved. The court noted that the respondents relied on transfer forms and minutes, but the materials did not show approval by the board as required by the articles. It also stated that minutes carry evidentiary value only when maintained in the manner required by law, and any presumption attached to them is rebuttable. On the record before the tribunal, the conclusion that the appellant had ceased to be a shareholder was not safely sustainable without examination of the original minutes and other statutory records.

---

---

Issues: Whether the appellant had locus standi to maintain the company petition in view of the disputed share transfer and whether the finding that he had ceased to be a shareholder could be sustained on the material then before the Company Law Board.

Analysis: The dispute turned on whether the alleged transfer of the appellant's shares to the 4th respondent was legally effective so as to deprive him of membership and the statutory right to invoke the oppression and mismanagement jurisdiction. The Court noted that the respondents' case rested on share transfer forms and minutes said to evidence approval of the transfer, but the materials produced did not show any approval by the Board of the respondent company as required by its articles. The Court further held that minutes have evidentiary value only when kept in the manner required by Section 193, and that the presumption attached to such minutes is rebuttable. On the record as it stood, the conclusion that the appellant had ceased to be a shareholder was not safely sustainable and required examination of the original minutes and other statutory records by the competent tribunal.

Conclusion: The finding of the Company Law Board that the appellant lacked locus standi was set aside, and the question of locus standi was left for fresh consideration by the National Company Law Tribunal.

Final Conclusion: The appeal succeeded, the dismissal of the company petition as not maintainable was annulled, and the matter was remitted for fresh adjudication on the appellant's entitlement to maintain the proceeding.

Ratio Decidendi: A shareholder's locus standi to maintain a company petition cannot be negated on the basis of disputed transfer material unless the alleged transfer is shown to be legally effective in accordance with the company's governing requirements and the statutory records relied on are proved in the manner required by law.

---