Amendment of company petitions can cover consequential rectification and subsequent resolutions while limitation objections remain for final determination.

Amendment of a pending company petition may include rectification of the register of members where the original pleadings already challenge the legality of the share transfer under Sections 58 and 59 and seek oppression and mismanagement relief. Such rectification is consequential rather than a new cause of action. Challenges to resolutions passed at a subsequent extraordinary general meeting and related amendments to the articles of association may also be added as developments arising during the proceedings. Where limitation is arguable or fact-dependent, it may be decided at final hearing rather than at the amendment stage. The amendment remained allowed, subject to limitation and merits objections.

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Issues: Whether amendment of a pending company petition to include rectification of the register of members and challenges to subsequent resolutions and amendments to the articles of association could be permitted while keeping the limitation objection open for final adjudication.

Analysis: The original petition had already pleaded that the share transfer was illegal and invoked Sections 58 and 59 along with oppression and mismanagement reliefs. The proposed rectification prayer was therefore consequential to the pleaded challenge rather than a new and unrelated cause of action. The challenges to the later extraordinary general meeting resolutions concerned subsequent developments during pendency of the petition. Where an amendment is necessary to determine the real controversy and limitation is arguable or depends upon facts, limitation may be determined at the final hearing rather than at the amendment stage. The appellate jurisdiction does not warrant substitution of a reasonably exercised discretionary order absent arbitrariness, perversity, or disregard of settled principles.

Conclusion: The amendment was validly allowed, with all objections on limitation and the merits of the amended pleadings remaining open for determination in the company petition.

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