2017 (8) TMI 1619 - Tri - Companies Law

Maintainability of petition - Condonation of delay in filing petition - issuance of duplicate share certificates - illegal appointment of the Respondent No. 3 as Director - illegal allotment of share to Respondent(s) sometime in 2005 and 2006 - issuance of notice of any meetings since 2006 onward etc. HELD THAT - This Court cannot preclude from dealing with the delay and laches on the part of the petitioner. Delay and laches do apply which starts from the date of knowledge. The doctrine of laches is based on equitable consideration and depends on general principle of justice and fair play. There is no presumption that the delay is deliberate. To be the laches delay should be such that it could be said that the petitioner is not entitled to relief on account of gross negligence or inaction or want of bona fide imputable to him or that he has given up(waived) his right by acquiescence or by his conduct or neglect. The petitioner has totally failed to explain his silence and inaction from 1981 till filing of the instant case - Under such situation even if I calculate as of 2005 the date of appointment of the Respondent No. 3 and 2009 on which date the petitioners share was shown as 10, 000 in the Annual Return then even the petitioner has failed to surmount the delay of 6 years in bringing his claim. The case of the petitioner is not maintainable on account of inordinate and unexplained delay and inaction on the part of the petitioner.

Summary

Issues:
Challenging maintainability of company petition under various sections of Companies Act, 1956 and 2013 based on limitation and delay.

Detailed Analysis:
1. The Company Application was filed by Respondents challenging the maintainability of the Company petition filed by the Petitioner under sections 397, 398, 399, 402, 403, and 406 of the Companies Act, 1956, and under Sections 58 and 59 of the Companies Act, 2013.

2. The facts presented in the Company petition included issues such as stolen share certificates, illegal appointments of Directors, and lack of meeting notices since 2006.

3. Respondents filed an application to dismiss the company petition on grounds of limitation and self-same cause of action due to delay and prior legal actions taken by the petitioner's father.

4. The Tribunal addressed the issue of limitation first, examining the timeline of events and the petitioner's actions from 2005 onwards.

5. The petitioner's relocation to Canada in 1997 and subsequent interactions with the company till 2007 were considered in relation to the alleged events in 2005-2006.

6. Documents revealed the petitioner's actions like filing an FIR in 2007 and seeking duplicate share certificates from Canada in 2010, indicating awareness of the situation.

7. The transfer of shares to the petitioner's mother in 1997 and discrepancies in shareholding claims were highlighted by the Respondents.

8. The basis for the petitioner's share claims was questioned, suggesting collusion with the petitioner's deceased father in filing previous legal actions.

9. Legal actions taken by the petitioner's father were referenced to show inconsistencies in claims and lack of merit in the current petition.

10. The Tribunal noted the petitioner's delay in challenging alleged illegal acts and the contradictory nature of statements made in the petition.

11. The petitioner's acquiescence to actions by the respondents from 2005 onwards was emphasized as a factor in dismissing the petition.

12. The Tribunal found the petitioner's claims self-contradictory and barred by unreasonable delay, preventing the invocation of equitable jurisdiction.

13. Citing relevant case laws, the Tribunal emphasized the importance of diligence and timeliness in legal actions to avoid dismissal based on laches.

14. Considering the delay and inaction from 1981 onwards, the Tribunal concluded that the petitioner failed to justify the delay in bringing the claim.

15. The Tribunal highlighted the principle that courts aid vigilant parties and refuse relief to those guilty of delay or laches, citing legal precedents.

16. Due to the significant delay of over six years, the Tribunal deemed the petitioner's case not maintainable, emphasizing the importance of timely legal actions.

17. The Company Application filed by the respondents was allowed, leading to the dismissal of the petitioner's Company Petition.

18. The Tribunal disposed of any related applications and made no order as to costs, concluding the judgment.