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"As a present advised, I would hold that Art. 137 of the new Limitation Act, 1963, applies to an application under S. 397 or S. 398 of the Companies Act. I would, therefore, hold that events that happened prior to Nov. 28, 1964, will be barred by the application of Art. 137 of the Limitation Act of 1963, being more than three years before the date of the filing of this petition on Nov. 28, 1967, but others are within the limitation."

10. Before I proceed further to discuss the preliminary objection as to limitation, let me set out the scope of the provisions of S. 397 and S. 398 of the Act. Section 397 gives a right to members of a company who comply with the conditions of S. 399 to apply to the Court for relief under S. 402 of the Act or such other relief as may be suitable in the circumstances of the case, if the affairs of a company are being conducted in a manner oppressive to any member or members including any one or more of those applying. The Court then has power to make such orders under S. 397 read with S. 402 as it thinks fit, if it comes to the conclusion that the affairs of the company are being conducted in a manner oppressive to any member or members and that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts might justify the making of a winding up order on the ground that it was just and equitable that the company should be wound up. The law, however, has not defined what is oppression for purposes of this section, and it is left to Courts to decide on the facts of each case whether there is such oppression as calls for action under this section. Section 398 provides that any members of a company who have rights to apply in virtue of S. 399 may complain (i) that the affairs of the company are being conducted in a manner prejudicial to the interests of the company, or (ii) that a material change has taken place in the management or control of the company and that by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to the interest of the company. On such application being made, if the Court is of opinion that the affairs of the company are being conducted as aforesaid or that by reason of any material change as aforesaid in the matter of management or control of a company, it is likely that the affairs of the company will be conducted as aforesaid, the Court may, with a view to bringing to an end or preventing the matters complained of or apprehended, make such order as it thinks fit. This section only comes into play as the marginal note shows, when there is actual mismanagement or apprehension of mismanagement of the affairs of the company. (See : Shanti Prasad v. Kalinga Tubes Ltd., ). In this the Supreme Court also observed as under : -

".......................and the question in each case is whether the conduct of the affairs of a company by the majority shareholders was oppressive to the minority shareholders and that depends upon the facts proved in a particular case. As has already been indicated, it is not enough to show that there is just and equitable cause for winding up the company, though that must be shown as preliminary to the application of S. 397. It must further be shown that the conduct of the majority shareholders was oppressive to the minority as members and this requires that events have to be considered not in isolation but as a part of a consecutive story. There must be continuous acts on the part of the majority shareholders, continuing up to the date of petition, showing that the affairs of the company were being conducted in a manner oppressive to some part of the members. The conduct must be burdensome, harsh and wrongful and mere lack of confidence between the majority shareholders and the minority shareholders would not be enough unless the lack of confidence springs from oppression of a minority by a majority in the management of the company's affairs, and such oppression must involve at least an element of lack of probity or fair dealing to a member in the matter of his proprietary rights as a shareholder."

(Para 19) In Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holding Ltd., , the Supreme Court observed that an isolated act, which was contrary to law, might not necessarily and by itself support the inference that the law was violated with a mala fide intention or that such violation was burdensome, harsh and wrongful. But a series of illegal acts following upon one another could, in the context, lead justifiably to the conclusion that they were a part of the same transaction, of which the object as to cause or commit oppression of persons against whom those acts were directed. The Court also observed that on a true construction of S. 397, an unwise, inefficient or careless conduct of a Director in the performance of his duties could not give rise to a claim for relief under that section and that the person complaining of oppression must show that he had been constrained to submit to a conduct which lacked in probity, conduct which was unfair to him and which caused prejudice to him in the exercise of his legal and proprietary rights as a shareholder. In re Sindhri Iron Foundry (P.) Ltd., (1964) 34 Corn Case 510 (Cal), the Court held that S. 397 neither contemplated nor required a continuous course of oppressive wrongful conduct over a period of time and that if the Court was satisfied that a single wrongful act was such that its effect would be a continuous course of oppression and there was no prospect of remedying the situation by the voluntary act of the party responsible for the wrongful act, the Court was entitled to interfere by an appropriate order under that section.

12. These can be looked into if they form part of a continuous process continuing up to the date of petition showing that the affairs of a company are being conducted in a manner stipulated in Ss. 397 and 398 of the Act. This, in fact, is the requirement of these provisions. Further, if the acts complained of form part of the same transaction constituting oppression or mismanagement these acts can also be looked into even if they occurred three years prior to the institution of the petition. Same will be the case if the conduct arising from even a single wrongful act in a given case is such that its effect will be a continuous course of oppression or mismanagement though the wrongful act occurred three years earlier to the date of filing of the petition. It is something akin to the terminology 'continuing cause of action'. Whether events complained of form part of continuous acts or not or form part of the same transaction constituting oppression or mismanagement or effect of a particular wrongful act is continuous course of oppression or mismanagement or the wrongful act is stale or is an isolated event, would all be different questions to determine. To this extent, therefore the preliminary objection regarding maintainability of the present petition on the ground of limitation is overruled. This exercise about the applicability of the provisions of the Limitation Act. 1963 to the application under Ss. 397 and 398 of the Act, would now appear to be academic as after the Companies (Amendment) Act, 1988, applications under these sections lie before the Company Law Board.