2016 (10) TMI 1107 - Tri - Companies Law

Petition Dismissed: Time-Barred & No Standing. Cost Awarded.

The Tribunal dismissed the petition as time-barred and lacking locus standi, ordering the petitioners to pay costs of Rs. 25,000/-. The judgment ... Allegations of oppression and mismanagement - Petitioners locus standi to file a petition - period of limitation - Held that:- The cause of action, if any, arose to the petitioners on 30.9.2012 and the instant petition having been filed on 25.7.2016 is clearly beyond the period of three years provided by Article 113of the Limitation Act as noticed above. We suggested to the learned counsel that the petition is liable to be dismissed on that count. A perusal of e-mail dated 3.6.2014, 20.7.2014 and 24.7.2014 did not reveal any acknowledgment of the relief claimed by the petitioners. It only refers to the working out of account on the shareholding as per the request made by one Subodh. The other email also did not reflect on any acknowledgment nor any such email could be pointed out by the petitioner. We deem it appropriate to make a reference to the email of December 2014 and 2015 which talks of grant of amnesty and filing of the Company Petition. There is no mention of any acknowledgement in terms of Sec. 18 of the Limitation Act, either before the expiry of the period of three years which commenced from 30.9.2012 and expired on 29.9.2015 or thereafter. Moreover, acknowledgment has to be made to those who have some interest in Respondent No. 1 company. The petitioners have never been director or shareholder in Respondent No. 1 company. The question of acknowledgment does not even arise. There is a serious doubt whether the petitioners have any locus standi to file such a petition. Therefore, we are satisfied that this petition is liable to be dismissed without grant of any benefit of Section 18 of the Limitation Act and for lack of locus standi on the part of the petitioners. Issues Involved:1. Applicability of the Limitation Act, 1963 to proceedings before the National Company Law Tribunal (NCLT).2. Determination of the period of limitation for cases involving illegal induction of directors and wrongful reduction of share capital.3. Examination of the reliefs claimed by the petitioner.4. Consideration of whether the petition is time-barred under the Limitation Act.5. Evaluation of the petitioners' locus standi to file the petition.Issue-wise Detailed Analysis:1. Applicability of the Limitation Act, 1963 to Proceedings before the NCLT:The judgment begins by reiterating the principle that the law aids those who are vigilant about their rights, as encapsulated in the Limitation Act, 1963. Section 433 of the Companies Act, 2013, explicitly states that the provisions of the Limitation Act apply to proceedings or appeals before the Tribunal or the Appellate Tribunal. This establishes that the Limitation Act governs the timelines for filing suits and applications in matters concerning companies.2. Determination of the Period of Limitation for Cases Involving Illegal Induction of Directors and Wrongful Reduction of Share Capital:The Tribunal notes that there is no specific provision in the Limitation Act or its schedule for cases involving the illegal induction of directors or wrongful reduction of share capital. However, Article 113 of the Limitation Act, which deals with suits for which no period of limitation is prescribed, provides a three-year limitation period from the date the right to sue accrues. This article is applied to the case at hand, establishing a three-year limitation period for the petitioners' claims.3. Examination of the Reliefs Claimed by the Petitioner:The petitioners sought the removal of Respondent Nos. 2 to 5 as directors and the reconstitution of the Board of Directors, excluding these respondents. They also sought to nullify all resolutions passed by Respondent No. 1 company allotting shares between 2000 and 2012 and to rectify the company's register by deleting the names of such allottees. The Tribunal examined the petitioners' claims, noting that the petitioners alleged that Respondent No. 1 company was secretly incorporated in 1996 and that they were unaware of its existence until much later. Additional allegations included the failure of Respondent No. 1 to file audited balance sheets since 2003 and the lack of Annual General Meetings (AGMs) after 2012.4. Consideration of Whether the Petition is Time-Barred Under the Limitation Act:The Tribunal scrutinized the timeline of events and concluded that the cause of action arose on 30.9.2012, making the petition filed on 25.7.2016 beyond the three-year limitation period prescribed by Article 113 of the Limitation Act. The Tribunal also considered the petitioners' argument that various emails from 2013 to 2015 constituted acknowledgments of their claims, which would extend the limitation period. However, the Tribunal found that these emails did not amount to acknowledgments of the specific reliefs claimed by the petitioners and, therefore, did not extend the limitation period.5. Evaluation of the Petitioners' Locus Standi to File the Petition:The Tribunal questioned the petitioners' standing to file the petition, noting that they were neither directors nor shareholders of Respondent No. 1 company. The lack of any acknowledgment from the respondents further undermined the petitioners' claims. The Tribunal also referenced a previous petition (CP 67/2006) filed by Petitioner No. 1 against other respondents, which did not involve Respondent No. 1 company. This further indicated that the petitioners had no prior engagement with Respondent No. 1 company, reinforcing the conclusion that they lacked the standing to file the current petition.Conclusion:The Tribunal dismissed the petition as time-barred and lacking locus standi, ordering the petitioners to pay costs of Rs. 25,000/-. The judgment emphasizes the importance of adhering to statutory limitation periods and the necessity for petitioners to establish a clear legal standing when seeking relief from the Tribunal.