2017 (2) TMI 1402 - Tri - Companies Law

Absence of application of the provisions of Limitation Act - oppression and mismanagement - Held that - The Petitioners were obliged under law to prosecute their claim within a period of 03 years which they have not done. They slept over the matter for long and therefore it can reasonably be said that the Petition of the petitioners is not only barred by the principle of delay and latches but also by estoppel and acquiescence. The Petitioners did not raise an issue from the years 2001-2004 or after the year 2007. On the contrary the Petitioners duly signed and filed the Annual Returns of the Company which form a part of compilation of the public documents filed by the Respondent No. 2. The Petitioners in the petition have also failed to arraign proper and necessary party to the proceeding namely Mr. Goddrayn Arengh who it is claimed by the Petitioners is an outside shareholder holding 8.2% of the share capital and against whom reliefs have been sought for in the petition by way of mandatory injunction. The entire petition it is seen has been filed on the strength of a Family Adjustment Deed dated 9.10.1999 and seeking virtually its enforcement in relation to the parties figuring therein. This Tribunal cannot go into the legality of the said Family Adjustment Deed as neither the Respondent Company is a party to such deed nor the terms contained therein are part of the Articles of Association of the Company. The subject matter of the Petition (as is evident from the pleadings of the Petitioners themselves) seems to be more in the nature of a dispute amongst the members of HUF of their co-parcenary rights than a dispute which can be brought under the provision of Sections 111 397 and 398 of the Companies Act 1956 and for establishment of such rights the petitioners are required to have recourse elsewhere and not before this Tribunal. Viewed in the context of all that has been said and done above the petition of the petitioners suffers from delay and latches as well as estoppel and acquiescence and to cap it all the dispute is not amendable to the jurisdiction of this Tribunal for the reasons cited above.

Summary

Issues Involved:
1. Allegations of oppression and mismanagement under Sections 397 and 398 of the Companies Act, 1956.
2. Whether the petition is barred by principles of delay, laches, estoppel, and acquiescence.
3. The applicability of the Limitation Act to the proceedings.
4. Jurisdiction of the Tribunal over the dispute.
5. The status of the company as a family company or quasi-partnership.
6. The legality of share transfers and the role of ostensible ownership.

Detailed Analysis:

1. Allegations of Oppression and Mismanagement:
The petitioners alleged that the Respondent No. 2 engaged in acts against the will of the HUF of Sh. J.P. Agarwala, including unauthorized share transfers and mismanagement of company accounts post-2007. They sought various reliefs, including the formulation of a management scheme, appointment of an administrator, injunctions against Respondent No. 2, and mandatory injunctions for the transfer of shares and alteration of the Articles of Association.

2. Barred by Delay, Laches, Estoppel, and Acquiescence:
The Tribunal found that the petitioners challenged actions dating back to 2001-2004 and mismanagement claims from 2007 only in 2015. The Tribunal emphasized that the petitioners failed to provide evidence of being unaware of these actions and highlighted that the petitioners had signed and filed annual returns during this period, indicating acquiescence. The Tribunal concluded that the petition was barred by delay, laches, estoppel, and acquiescence.

3. Applicability of the Limitation Act:
The Tribunal referenced the Principal Bench's decision in Praveen Shankaralayam v. M/S. Elan Professional Appliances Pvt. Ltd. and Ors., which stated that the Limitation Act applies to these proceedings. The Tribunal noted that even if the Limitation Act did not apply, equitable principles would still bar the petition due to the unreasonable delay.

4. Jurisdiction of the Tribunal:
The Tribunal asserted that the dispute appeared more related to the co-parcenary rights within the HUF rather than issues under Sections 397 and 398 of the Companies Act, 1956. The Tribunal held that it could not adjudicate on the Family Adjustment Deed as it was not part of the company's Articles of Association and the Respondent Company was not a party to it. Consequently, the Tribunal deemed the matter outside its jurisdiction.

5. Status of the Company as a Family Company or Quasi-Partnership:
The respondents argued that the company was not a family company, and the principle of quasi-partnership did not apply. They contended that all family members were not beneficial owners of shares, and the shares were not held in trust for the family. The Tribunal did not find sufficient evidence to support the petitioners' claim of the company being a family entity or quasi-partnership.

6. Legality of Share Transfers and Ostensible Ownership:
The petitioners claimed that the shares were held by Petitioner No. 1 and Respondent No. 2 as ostensible owners for the benefit of the family. They argued that the transfer of shares to outsiders violated the Articles of Association. The Tribunal noted that the petitioners had not raised these issues in a timely manner and had participated in the company's operations without objection for years. The Tribunal found no grounds to challenge the legality of the share transfers at this late stage.

Conclusion:
The Tribunal dismissed the petition, concluding that it was barred by delay, laches, estoppel, and acquiescence. It also found that the dispute was not within its jurisdiction, as it pertained more to family co-parcenary rights than to company law issues under Sections 397 and 398 of the Companies Act, 1956. The petition was consigned to records without costs.