Maintainability in oppression-and-mismanagement claims turns on continuing shareholding, while unproved forgery cannot override executed documents.

Maintainability of an oppression-and-mismanagement petition depends on the petitioners continuing to hold the requisite shareholder interest at the time of filing; where the share transfer forms and resignation documents were acted upon and the petitioners had ceased to be shareholders, the petition cannot proceed. Allegations of forgery must be proved by the party asserting them, and unsupported oral assertions will not displace duly executed documentary records. The commentary also notes that surrounding conduct consistent with transfer and resignation weakens claims of oppression, mismanagement, or unlawful exclusion.

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Issues: (i) whether the company petition and appeal were maintainable in view of the appellants' ceased shareholding and alleged resignation from directorship; (ii) whether the appellants had established oppression, mismanagement, forgery of share transfer forms and resignation letters, or violation of the governing company law requirements.

Issue (i): whether the company petition and appeal were maintainable in view of the appellants' ceased shareholding and alleged resignation from directorship.

Analysis: Maintainability in proceedings alleging oppression and mismanagement depends on the petitioners continuing to hold the requisite interest in the company at the time of filing. On the material placed, the Appellate Tribunal accepted the respondents' showing that the consideration for the appellants' investment had been paid and that the share transfer forms and resignation documents had been acted upon. Once the appellants were no longer shareholders, the petition could not survive under the relevant provisions.

Conclusion: The petition and appeal were held to be not maintainable.

Issue (ii): whether the appellants had established oppression, mismanagement, forgery of share transfer forms and resignation letters, or violation of the governing company law requirements.

Analysis: The Tribunal found that the allegations of forgery were unsupported by proof and that the burden lay on the party asserting forgery. It relied on the rule that documentary evidence prevails over oral assertions where the transaction is reduced to writing, and noted the evidentiary effect of the relevant provisions of the Indian Evidence Act, 1872. The Tribunal also treated the surrounding conduct, including the signed transfer forms and resignation, as consistent with the respondents' version rather than oppression or unlawful exclusion. The alleged violation of company law provisions was not accepted on the facts found.

Conclusion: No oppression, mismanagement or forgery was proved against the respondents.

Final Conclusion: The appeal failed on maintainability and on merits, and the impugned order dismissing the company petition was left undisturbed.

Ratio Decidendi: A petition for oppression and mismanagement is not maintainable when the petitioners have ceased to be shareholders, and unsubstantiated allegations of forgery cannot displace duly executed documentary evidence.

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