The Chandigarh Bench of the National Company Law Tribunal, by an order dated 18.09.2026 in CP No. 40/Chd/Hry/2025 (Pawandeep Singh v. Com Vision India Private Limited and Others), dismissed a petition alleging oppression and mismanagement under Sections 241 and 242 of the Companies Act, 2013 as barred by limitation. The Tribunal held that the three-year period under Article 113 of the Limitation Act, 1963 ran from the date on which the applicant, on his own showing, knew that his shareholding had been transferred. It rejected the plea that the exclusion from the company amounted to a continuing wrong.
Background
The respondent company is a closely held family company incorporated in 1995. The applicant claimed to be one of its original shareholders. His case was that his shareholding had been reduced from 16.67% to 9.5% by 2005-06, and was later extinguished through resolutions said to have been passed at an Extraordinary General Meeting on 15.05.2017, of which he received no notice. He also challenged bonus issues in 2017 and 2020 in favour of persons who were not then members, as contrary to Section 63 of the Act, and complained that notices, dividends and inspection of records had been withheld.
Respondent No. 1 contended that the shareholdings in two family companies had been rearranged under an oral family arrangement, that the applicant was not a member entitled to maintain the petition, and that the petition was barred by limitation. The petition was filed on 03.07.2025.
Article 113 and the Date of Knowledge
The Tribunal noted that Section 433 of the Act applies the Limitation Act, 1963 to proceedings before it. Following the decision of the NCLAT in Esquire Electronics Inc. and Another v. Netherlands India Communications Enterprises Ltd. and Others, Company Appeal (AT) No. 26 of 2016, decided on 15.02.2017, it held that Article 113, which prescribes three years from the date on which the right to sue accrues, governs petitions under Sections 241 and 242.
The applicant had himself placed on record a letter dated 04.12.2021, in which he stated that he had inspected the annual returns from 2017-18 onwards, found that he was no longer shown as a shareholder, and alleged that his shares had been fraudulently transferred. The Tribunal held that the right to sue accrued, at the latest, on 04.12.2021. The petition, filed on 03.07.2025, was nearly seven months beyond the three-year period. Every other relevant date on record, including the alleged family arrangement of 29.08.2015 and the annual return for 2017-18 showing nil shareholding, was earlier still.
The Tribunal further held that a legal notice dated 23.10.2024 did not arrest or extend limitation, and that the reply dated 10.11.2024, being a categorical denial of the applicant’s claim, could not be an acknowledgment of liability under Section 18 of the Limitation Act, 1963.
No Continuing Wrong
The applicant relied on Section 22 of the Limitation Act, 1963, contending that the transfer, the later allotments, and the continued non-service of notices formed a continuing course of oppression. The Tribunal rejected this. A continuing wrong arises only where the wrongful act itself continues from day to day. Relying on Samruddhi Co-operative Housing Society Ltd. v. Mumbai Mahalaxmi Construction Pvt. Ltd., (2022) 4 SCC 103, which referred to Commissioner of Wealth Tax v. Suresh Seth, (1981) 2 SCC 790, it held that a completed wrong does not become a continuing one because its effects continue to be felt.
The core grievance was the transfer of the applicant’s shares and the removal of his name from the register of members. That injury was complete when the transfer was effected and the register altered. As the Tribunal put it, the shareholding “fell to nil once”. Nil shareholding in later annual returns, non-service of notices, non-receipt of dividends and subsequent allotments were only consequences of that cessation of membership, and did not furnish a fresh cause of action.
The Result
The petition was dismissed as barred by limitation. The Tribunal decided only the two issues of limitation and continuing wrong, and did not go into the questions of membership or the alleged family arrangement.
Mrs. Munisha Gandhi, Senior Advocate, along with Ms. Salina Chalana, Advocate, appeared for Respondent No. 8, i.e., Smt. Pavneet Kaur.