Forum shopping and delay in company oppression proceedings must be assessed against withdrawal liberty and the explanation for delay.

A fresh petition filed after withdrawal of earlier proceedings with express liberty to approach the competent forum cannot be treated as forum shopping or jurisdiction shopping merely because the prior case was withdrawn. Delay and laches in proceedings under sections 397 and 398 are not an absolute bar, but discretionary relief may be refused where the delay is unexplained or attributable to the petitioners' negligence. The text emphasises that the effect of the withdrawal order and the explanation for delay must be examined on their facts, rather than treating either objection as automatically fatal.

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Issues: (i) Whether the petition could be dismissed as forum shopping or jurisdiction shopping after the High Court had permitted withdrawal with liberty to approach the Company Law Board. (ii) Whether the petition could be rejected on the ground of delay and laches.

Issue (i): Whether the petition could be dismissed as forum shopping or jurisdiction shopping after the High Court had permitted withdrawal with liberty to approach the Company Law Board.

Analysis: The withdrawal order expressly permitted the petitioners to approach the Company Law Board and reserved the respondents' right to raise any objection available in law. In that situation, filing a fresh petition before the competent forum could not be characterised as forum shopping merely because the earlier proceedings were withdrawn. The objection of forum shopping was therefore founded on a misunderstanding of the expression and of the effect of the withdrawal order.

Conclusion: The dismissal of the petition on the ground of forum shopping or jurisdiction shopping was unsustainable and was against the respondents.

Issue (ii): Whether the petition could be rejected on the ground of delay and laches.

Analysis: Although no strict limitation applied to proceedings under sections 397 and 398, unexplained and unreasonable delay could still justify refusal of discretionary relief. Here, the petitioners had pursued earlier proceedings for years, the matter had remained pending in the High Court, and the delay was said to have been occasioned largely by the respondents' conduct before the referee. The Company Law Board did not properly examine whether the delay was unexplained or attributable to the petitioners' negligence, and treated delay as if it were an absolute bar.

Conclusion: The dismissal of the petition on the ground of delay and laches was unsustainable and was against the respondents.

Final Conclusion: The impugned order was set aside and the matter was sent back to the Company Law Board for fresh disposal in accordance with law.

Ratio Decidendi: Where a prior petition is withdrawn with express liberty to approach the appropriate forum, a fresh petition filed pursuant to that liberty cannot be branded as forum shopping, and delay and laches can justify rejection only when the delay is unexplained or attributable to the petitioners' negligence.

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