2017 (10) TMI 910 - Tri - Companies Law

Oppression or mismanagement - period of limitation - Held that - In the instant case, admittedly the dispute arose some time in 2005 i.e. 9 years back and in between the petitioner upheld his grievances before the civil court as well as also in the Hon ble High Court and then filed the instant application under Sections 397 and 398 of the Companies Act, 2013 and thereby has adopted a forum shopping. However, otherwise also the instant petition is hopelessly barred by limitation as per the provisions of Limitation Act. The delay and laches do apply which started from the date of knowledge. Admittedly, the date of knowledge is from the year 2005 as reflected in the petition. The doctrine of laches is based on equitable consideration and depends on general principle of justice and fairplay. Therefore, on the point of delay and laches, the petition is also liable to be dismissed.

Issues Involved:

1. Wrongful increase of shareholding by Respondent No. 2.
2. Illegal appointment of Respondent No. 3 as director.
3. Wrongful appointment of Company Secretary and Chartered Accountant.
4. Allegations of oppression and mismanagement.
5. Delay and laches in filing the petition.

Detailed Analysis:

1. Wrongful Increase of Shareholding by Respondent No. 2:

The petitioner alleged that Respondent No. 2 wrongfully increased his shareholding from 33.33% to 58.43% on or before 31.07.2008 without proper notice or consent. The petitioner claimed that the issuance of 6,700 equity shares to Respondent No. 2 was done behind their back, aiming to prejudice their rights and interests. The respondent, however, contended that the increase in shareholding was agreed upon in a board meeting as part of an amicable settlement, which the petitioners were aware of.

2. Illegal Appointment of Respondent No. 3 as Director:

The petitioner argued that the appointment of Respondent No. 3 on 28.08.2008 was illegal, null, and void due to the lack of notice and quorum for the board meeting. They claimed that the appointment was a ploy by Respondent No. 2 to usurp control of the company. The respondent countered that the appointment was part of a mutual agreement to relieve the petitioners of their duties, and that the petitioners had consented to this arrangement.

3. Wrongful Appointment of Company Secretary and Chartered Accountant:

The petitioners alleged that Respondent No. 4, 5, and 6 were wrongfully appointed as Company Secretary and Chartered Accountant without proper resolution or consent. The respondents denied these allegations, asserting that all appointments were made following due process and with the necessary approvals.

4. Allegations of Oppression and Mismanagement:

The petitioners accused Respondent No. 2 of various acts of oppression and mismanagement, including illegal occupation of company property, siphoning off company funds, and manipulating company records. They claimed that Respondent No. 2 forcefully took control of the nursing home, misappropriated funds, and engaged in violent acts against the petitioners. The respondents refuted these claims, stating that the nursing home’s operations were conducted transparently and that any disputes were settled amicably.

5. Delay and Laches in Filing the Petition:

The tribunal highlighted the significant delay and laches in filing the petition. The disputes arose in 2005, but the petition was filed only in 2014. The tribunal noted that the petitioners had previously sought relief in civil court and the High Court, which had appointed Respondent No. 2 as the receiver of the nursing home. The tribunal emphasized the principle that courts aid those who are vigilant and do not sleep on their rights. The tribunal cited several judgments, including *State of M.P. v. Bhailal Bhai* and *MTNL v. State of Maharashtra*, to underscore that unreasonable delay in presenting claims can lead to their rejection.

The tribunal concluded that the petition was not maintainable due to the delay and laches, and it was also devoid of merit. The tribunal dismissed the petition, noting that it appeared to be an abuse of the court process aimed at exerting pressure for collateral purposes.

Conclusion:

The petition was dismissed on grounds of delay and laches, and lack of merit. The tribunal found that the petitioners had engaged in forum shopping and had not acted promptly to address their grievances. The tribunal upheld the principle that courts should not aid those who delay in asserting their rights and that the petition was an abuse of process.

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