Limitation and independent valuation principles led to rejection of challenges to removal from directorship and share dilution.
A challenge to removal from directorship and dilution of shareholding was held time-barred because the alleged acts dated back to 2012-2013, the company petition was filed in 2018, and the petitioner's own notice showed awareness of the removal and share allotment; the appellate forum also refused a fresh limitation-based challenge not raised below. The Tribunal's valuation directions were upheld because valuation by an independent registered valuer, on a specified date and with the acquisition of M/s Orvi Design Studio excluded for that limited purpose, disclosed no legal infirmity, especially where the appellant had not pursued available opportunities before the valuer or the Tribunal.
Issues: (i) whether the challenge to the removal from directorship and dilution of shareholding was barred by limitation; (ii) whether the valuation directions issued by the Tribunal called for interference in appeal.
Issue (i): whether the challenge to the removal from directorship and dilution of shareholding was barred by limitation.
Analysis: The impugned acts complained of related to 2012 and 2013, whereas the company petition was filed in 2018. The appellant's own notice of 05.01.2013 showed awareness of the retirement/removal, and the record also supported knowledge of the share allotment. A continuing cause of action was not accepted on these facts, and the Tribunal held that stale claims could not be revived by re-characterising them as continuing oppression. The appellate forum also declined to entertain a fresh challenge to the alleged illegality of removal from directorship, since the point had not been urged before the Tribunal below.
Conclusion: The challenge was barred by limitation and the appellant was not entitled to relief on this issue.
Issue (ii): whether the valuation directions issued by the Tribunal called for interference in appeal.
Analysis: The Tribunal had directed valuation by an independent registered valuer with the share price to be determined as on the specified date, and the acquisition of M/s Orvi Design Studio was excluded for the limited purpose of valuation. The appellant had opportunities to participate before the valuer and before the Tribunal, but did not avail them. No substantive infirmity in the valuation mechanism or the resulting exercise was shown to justify appellate interference.
Conclusion: The valuation directions did not warrant interference and were upheld.
Final Conclusion: The appeal failed on the principal challenges and the Tribunal's order was left undisturbed.
Ratio Decidendi: A claim of oppression and mismanagement based on acts known to the petitioner cannot be revived as a continuing wrong to avoid limitation, and an appellate forum will not interfere with a reasoned independent valuation direction absent a demonstrable legal infirmity.
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