Limitation in oppression claims needs factual inquiry; interim company regulation was justified, but the appointment mechanism was modified.

In oppression and mismanagement proceedings, limitation cannot be conclusively rejected at the threshold where whether the grievance is continuing or concluded depends on facts and evidence; the limitation finding was therefore set aside for fresh consideration after inquiry. Interim regulation of the company's affairs was justified on a prima facie deadlock affecting board functioning and statutory compliances, but the direction appointing an independent director as chairman with casting vote was found unsuitable and was replaced by supervision through a retired judge-led oversight mechanism.

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Issues: (i) Whether the finding that the company petition was not barred by limitation could be sustained at the threshold stage; (ii) Whether interim regulatory relief was justified on the facts, and whether the form of interim arrangement required modification.

Issue (i): Whether the finding that the company petition was not barred by limitation could be sustained at the threshold stage?

Analysis: Limitation in proceedings under the oppression and mismanagement provisions is governed by the general rule applicable where no specific period is provided, and the question whether the grievance is continuing or concluded depends upon facts and evidence. The threshold stage was not the proper stage to record a definitive finding that most of the alleged acts were continuing ones without a reasoned appraisal of the material on record.

Conclusion: The limitation finding could not be sustained and had to be set aside for fresh consideration after inquiry.

Issue (ii): Whether interim regulatory relief was justified on the facts, and whether the form of interim arrangement required modification?

Analysis: The pleadings and surrounding conduct disclosed a prima facie deadlock affecting board functioning, statutory compliances, and day-to-day conduct of the company's affairs. The tribunal was therefore competent to grant interim relief to regulate the company's affairs pending inquiry. However, the specific direction to appoint an independent director as chairman with casting vote was found unsuitable; the appropriate course was to substitute that arrangement with supervision by a retired judge acting as an oversight and supervision committee.

Conclusion: Interim intervention was justified, but the original mode of implementation was modified by substituting a retired judge-led supervision mechanism.

Final Conclusion: The appeal succeeded only to the extent of the limitation issue and failed on the need for interim regulation, resulting in modification of the interim arrangement rather than its total annulment.

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