Delay and laches bar oppression remedy where challenged share allotments are stale and third-party rights have intervened.

A petition under sections 397 and 398 of the Companies Act, 1956 was treated as stale where the challenged corporate resolutions and share allotments dated back to 2006, 2007, 2008 and 2011, but the petition was filed only in 2016. The Tribunal held that the cause of action arose when those acts occurred, that the petitioner could not credibly claim ignorance until a later dividend reduction, and that unreasonable delay defeated the equitable remedy. It also found that third-party rights had intervened and that the death of one allottee had added prejudice. The contention that a void act may be challenged at any time was rejected, and the petition was held barred by delay and laches.

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Issues: Whether the company petition under sections 397 and 398 of the Companies Act, 1956 was liable to be dismissed at the threshold on the ground of delay and laches.

Analysis: The allegations concerned resolutions increasing authorised capital and related share allotments made in 2006, 2007, 2008 and 2011, yet the petition was filed only in 2016. The Tribunal held that the cause of action arose when those corporate acts occurred and that the petitioner, a private limited company assisted by professionals, could not credibly claim ignorance until the later dividend reduction in 2013. Applying the settled equitable principle that unreasonable delay defeats discretionary relief, and treating the period prescribed by the Limitation Act as a reasonable benchmark, the Tribunal held that the challenge was stale. It also noted that third-party rights had intervened and that the death of one allottee caused further prejudice. The Tribunal rejected the contention that an allegedly void act can be challenged at any time without regard to delay and laches.

Conclusion: The petition was barred by delay and laches and was liable to be dismissed.

Ratio Decidendi: A petition invoking equitable jurisdiction under sections 397 and 398 cannot be entertained when the challenged corporate acts are stale, third-party rights have intervened, and the petitioner has failed to offer a credible explanation for the delay.

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