Petition dismissed under Section 399 for lack of shares. Claims rejected, emphasize timely relief. No costs awarded.

The tribunal dismissed the petition, finding it not maintainable under Section 399 of the old Act due to the petitioner's lack of requisite shares at the time of filing. The claims of improper share allotment, transfer, rectification of the register of members, and refund of investment were rejected. The tribunal noted the petitioner's delay in filing the petition, emphasizing the importance of timely seeking relief. No costs were awarded, and the case was closed.

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Issues Involved:
1. Maintainability of the petition under Section 399 of the old Act.
2. Alleged improper share allotment and transfer.
3. Claim for rectification of the register of members.
4. Demand for refund and settlement of the petitioner's investment.
5. Allegations of delay and laches in filing the petition.

Issue-wise Detailed Analysis:

1. Maintainability of the petition under Section 399 of the old Act:
The respondent objected to the maintainability of the petition, arguing that the petitioner did not hold the requisite number of shares on the date of filing the petition (10-09-2014). The petitioner allegedly transferred his entire shareholding on 15-10-2008, thus lacking the locus standi to file the petition. The tribunal concluded that the petitioner was not holding the requisite number of shares on the date of filing the petition, thereby failing to meet the legal requirement under Section 399 of the old Act. Consequently, the petition was dismissed as not maintainable.

2. Alleged improper share allotment and transfer:
The petitioner claimed that fresh shares were allotted without his knowledge and that his shareholding was transferred without executing a "share transfer deed" or receiving any consideration. The respondent countered, stating that the petitioner had voluntarily transferred his shares and received consideration. The tribunal noted that evidence, including bank transactions and settlement documents, supported the respondent's claim of voluntary transfer and receipt of consideration by the petitioner.

3. Claim for rectification of the register of members:
The petitioner sought rectification of the register of members by canceling the transfer of 75,000 equity shares. However, the tribunal found that the petitioner had transferred his shares voluntarily and received consideration, thus invalidating his claim for rectification. The tribunal emphasized that compliance with Section 108 of the old Act, which mandates proper transfer deeds for share transfers, was not established by the petitioner.

4. Demand for refund and settlement of the petitioner's investment:
The petitioner demanded a refund of his investment, claiming that his capital contribution was treated as an unsecured loan. The respondent explained that the petitioner's investment was adjusted against the allotment of shares, and the remaining amount was settled through a final settlement on 15-10-2008. The tribunal found that the petitioner had received the settlement amount, corroborated by bank records, and had resigned from the company on the same date. The tribunal concluded that the petitioner's demand for a refund was not justified.

5. Allegations of delay and laches in filing the petition:
The respondent argued that the petition was vitiated by delay and laches, as the petitioner filed the petition six years after his resignation. The tribunal agreed, noting that the petitioner remained silent for several years and only raised the issue after a significant delay. The tribunal cited case laws emphasizing that undue delay in seeking relief could lead to the dismissal of the petition.

Conclusion:
The tribunal dismissed the petition in-limine, holding that the petitioner did not meet the legal requirement under Section 399 of the old Act, lacked the requisite number of shares on the date of filing the petition, and failed to establish his claims regarding improper share allotment and transfer. The tribunal also noted the undue delay in filing the petition, further justifying its dismissal. No order as to costs was made, and the case was consigned to records.

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