Continuing cause of action in oppression claims and strict statutory condonation limits under company law shape limitation outcomes.

Section 10F of the Companies Act, 1956 permits condonation of delay only up to a further sixty days beyond the initial filing period, and that special outer limit prevails over the general law of limitation; delay beyond that maximum cannot be extended. In contrast, a petition under Sections 397 and 398 alleging a continuing series of oppression and mismanagement is assessed on a continuing cause of action, so limitation does not run solely from the first alleged act where later acts and non-remedied conduct are shown. The court ultimately set aside the impugned share allotments and transfers with consequential relief.

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Issues: (i) Whether the delay in filing the appeal under Section 10F of the Companies Act, 1956 could be condoned beyond the statutory maximum period. (ii) Whether a petition under Sections 397 and 398 of the Companies Act, 1956, alleging a series of acts of oppression and mismanagement, was barred by limitation from the date of the first alleged act.

Issue (i): Whether the delay in filing the appeal under Section 10F of the Companies Act, 1956 could be condoned beyond the statutory maximum period.

Analysis: Section 10F permits an appeal to be filed within sixty days and empowers the High Court to condone delay only for a further period not exceeding sixty days. The proviso creates an outer limit on condonation, and the special provision prevails over the general law of limitation. On the facts, the appeal was filed well beyond that outer limit, even after excluding the time spent in the earlier application.

Conclusion: The delay could not be condoned beyond the maximum statutory period, and the appeal was barred by time.

Issue (ii): Whether a petition under Sections 397 and 398 of the Companies Act, 1956, alleging a series of acts of oppression and mismanagement, was barred by limitation from the date of the first alleged act.

Analysis: For a petition based on oppression and mismanagement, limitation runs from the accrual of the right to sue, and where the complained-of conduct is a continuing series of acts, each continuing default gives rise to a fresh cause of action. The record showed repeated share transfers and allotments, followed by assurances, a board resolution, and later discovery that corrective steps were not taken. In such a setting, the cause of action was treated as continuing, and Article 137 did not bar the petition merely because the first act had occurred earlier.

Conclusion: The petition was not barred by limitation or by delay and laches.

Final Conclusion: The challenge to the delayed appeal failed, but the oppression and mismanagement petition was held to be within limitation, and the impugned share allotments and transfers were ultimately set aside with consequential relief.

Ratio Decidendi: Where a special appellate provision prescribes a fixed outer limit for condonation, the court cannot extend it beyond that limit, and in oppression and mismanagement disputes based on a continuing series of acts, limitation runs on a continuing cause of action rather than from the first isolated act.

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