Continuing cause of action in disputed share transfer and oppression claims defeats limitation where records are suspicious.
Alleged share transfers and resignations supported only by contradictory, incomplete, and suspicious records were treated as invalid, and exclusion of the shareholders from participation in the company was treated as oppression with mismanagement on the record. The petition was not rejected for limitation or laches because the dispute was treated as a continuing cause of action, with the claimants remaining in possession of their original share certificates and challenging disputed transfer documents.
Issues: (i) Whether the company petition was barred by limitation or liable to be rejected for delay and laches. (ii) Whether the alleged transfer of shares and resignation of the appellants were valid, and whether the respondents' conduct amounted to oppression and mismanagement.
Issue (i): Whether the company petition was barred by limitation or liable to be rejected for delay and laches.
Analysis: The dispute was treated as involving a continuing cause of action because the appellants claimed to remain shareholders in possession of their original share certificates and alleged exclusion from the company on the basis of disputed transfer documents. The reliance placed on limitation was found unsustainable on the facts, and the documents and surrounding circumstances did not justify rejection of the petition as time barred or defeated by laches.
Conclusion: The petition was not barred by limitation or delay and laches.
Issue (ii): Whether the alleged transfer of shares and resignation of the appellants were valid, and whether the respondents' conduct amounted to oppression and mismanagement.
Analysis: The Tribunal found the share transfer forms, resignation letters, annual returns, and related records to be contradictory, incomplete, and suspicious. The requirements governing transfer of shares were not satisfactorily shown to have been complied with, and the respondents failed to produce reliable material to establish a lawful transfer or resignation. On the record, the exclusion of the appellants from participation in the company was held to be oppressive and the conduct of the respondents was held to constitute mismanagement.
Conclusion: The alleged transfer of shares and resignation were held invalid, and the respondents were found to have acted oppressively and mismanaged the affairs of the company.
Final Conclusion: The impugned order was set aside and the appellants were protected in their rights as shareholders, with restraints issued against interference with their participation in the company's affairs.
Ratio Decidendi: Where alleged share transfers and resignations are supported only by contradictory or suspicious records and the claimant remains in possession of original share certificates, exclusion of the shareholders from corporate participation may be treated as a continuing wrong not defeated by limitation.
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