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of <h1>Tribunal dismisses oppression claim due to lack of evidence and time-barred filing</h1> <h3>Ms. Sagufa Ahmed And Others Versus Upper Assam Plywood Products P. Ltd. And Others</h3> Ms. Sagufa Ahmed And Others Versus Upper Assam Plywood Products P. Ltd. And Others - [2020] 222 Comp Cas 548 (NCLT - Guwahati) Issues Involved:1. Whether there is any oppression and mismanagement of the affairs of respondent No. 1-company by the respondents.2. Whether the above company petition is within the period of limitation and whether the petitioners have knowledge about the misdeeds of the respondents.3. To what relief.Detailed Analysis:Issue 1: Oppression and MismanagementThe petitioners alleged that respondent No. 2 unilaterally allotted shares to his family members and another company, depriving the petitioners of their participation and control in respondent No. 1-company. They contended that the respondents created charges over company assets without the consent of all members, and that no notice of meetings was served to them. The petitioners also claimed that respondent No. 2 issued further shares to himself and his minor sons without offering the same to other members, thus raising his control over the company. The respondents countered that the shares were allotted as per the Articles of Association and that notices were sent to the petitioners annually. The Tribunal found that the petitioners had knowledge of the company’s affairs but did not take timely legal action, and no evidence was provided to prove the non-receipt of meeting notices. The Tribunal concluded that the petition did not fall within the domain of sections 241 and 242 of the Companies Act, as the company was not carrying on any business, and thus, the claim of oppression and mismanagement was not substantiated.Issue 2: Limitation PeriodThe Tribunal emphasized the importance of addressing the limitation period first. The petitioners argued that the wrongful acts were continuous, thus not subject to limitation. They cited a National Company Law Tribunal (NCLT) Mumbai Bench order, which the Tribunal found distinguishable and not binding. The respondents cited Supreme Court rulings, asserting that a three-year limitation period under Article 137 of the Limitation Act applied. The Tribunal agreed with the respondents, noting that the petitioners had knowledge of the actions since 1997 and failed to act within the limitation period. Consequently, the Tribunal decided this issue against the petitioners, stating that the petition filed in 2018 was barred by limitation.Issue 3: ReliefGiven the findings on the first two issues, the Tribunal concluded that the company petition was liable to be rejected. However, it directed respondent No. 2 to send notices of meetings to the petitioners via registered post with acknowledgment due, at the expense of respondent No. 1-company, in the future. The petition was dismissed with these directions and observations.
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