Limitation and share-allotment disputes justified independent accounting review in oppression and mismanagement proceedings.

In proceedings under the Companies Act, 2013, the Limitation Act applies by virtue of Section 433, and an interlocutory application is not barred where the dispute concerns continuing corporate conduct and the record does not show a stale claim. On the pleaded facts, substantial prima facie controversy over the source of funds, share allotments, and company records justified fact-finding assistance. The Tribunal therefore permitted appointment of an independent Chartered Accountant to examine the books of account and verify the share allotments, with the cost to be borne equally by both sides.

---

---

Issues: (i) Whether the interlocutory application seeking appointment of an independent Chartered Accountant was barred by limitation; (ii) Whether, on the facts pleaded, an independent Chartered Accountant should be appointed to examine the books of account of the company and verify the share allotments.

Issue (i): Whether the interlocutory application seeking appointment of an independent Chartered Accountant was barred by limitation.

Analysis: The application was examined in the setting of proceedings under the Companies Act, 2013, where the Limitation Act, 1963 applies by virtue of Section 433. The dispute was treated as arising from alleged oppression and mismanagement involving share allotments and transfers which, on the record, were linked to continuing corporate conduct and were not viewed as a stale claim incapable of examination. The order also took note of the surrounding circumstances, the asserted date of knowledge, and the earlier interim order in the main company petition.

Conclusion: The objection of limitation was not accepted.

Issue (ii): Whether, on the facts pleaded, an independent Chartered Accountant should be appointed to examine the books of account of the company and verify the share allotments.

Analysis: The Tribunal found that the pleadings and material raised substantial factual controversy about the source of funds, the nature of the share allotments, and the correctness of the company records. In view of the prima facie issues arising from the rival versions, the requested independent examination of the accounts was considered appropriate for assisting adjudication of the pending company petition.

Conclusion: The request for appointment of a Chartered Accountant was allowed.

Final Conclusion: The interlocutory application succeeded, and an independent Chartered Accountant was to be appointed to report on the share allotments and related books of account at the cost of both sides equally.

Ratio Decidendi: In proceedings under the Companies Act, 2013, the Limitation Act applies under Section 433, and where the dispute discloses a continuing cause with substantial prima facie controversy over corporate records, the Tribunal may permit fact-finding assistance through an independent examination of accounts.

---