Genuineness of corporate records defeated oppression and mismanagement claims where admitted signatures and contemporaneous documents supported the company actions.

Allegations of oppression and mismanagement based on an alleged forged increase in share capital, share allotment and resignation documents failed because the corporate records were supported by the appellant's admitted signatures. Annual returns, balance sheets, board resolution, EOGM records and the resignation document were treated as contemporaneous evidence, and the appellants did not pursue forensic examination despite opportunity. Applying Section 73 of the Indian Evidence Act, 1872, the record supported the conclusion that the appellant was aware of and party to the corporate actions until resignation. The burden of proving oppression and mismanagement was therefore not discharged, and dismissal of the company petition was upheld.

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Issues: Whether the appellants proved oppression and mismanagement on the basis of the alleged forged share capital increase, share allotment and resignation documents, and whether the dismissal of the company petition called for interference.

Analysis: The appeal turned on the genuineness of the corporate records relating to the increase in authorised share capital, allotment of shares and resignation of the appellant from the office of Managing Director. The available annual returns, balance sheets, board resolution, EOGM records and resignation document bore the appellant's admitted signature. The appellants did not pursue forensic examination despite opportunities and did not substantiate the allegation of forgery or fabrication. In view of Section 73 of the Indian Evidence Act, 1872, the signatures and contemporaneous records supported the conclusion that the appellant was aware of and party to the relevant corporate actions until his resignation. The burden to prove oppression and mismanagement was not discharged.

Conclusion: The allegation of oppression and mismanagement was not proved, and the dismissal of the company petition was justified.

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