Dismissal of Company Petition for being time-barred and violating res judicata principle.

The Tribunal dismissed Company Petition No. 109/397-398/CLB/MB/MAH/2013, ruling it as time-barred, not continuous, and impermissible under law. The Petitioners' actions were deemed to violate the principle of res judicata and engage in forum shopping. The Respondents prevailed on all issues, with the Petitioners ordered to pay costs of Rs. 1,00,000/- each.

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Issues Involved:
1. Whether the Petition is time-barred and whether the Limitation Act is applicable.
2. Whether the acts complained of are continuous in nature and fall under Sections 397 and 398 of the Companies Act, 1956.
3. Whether a private agreement dated 7th September, 1991 binds the Respondent Company.
4. Whether the Company Petition is barred by the principle of res judicata.
5. Whether the Petitioners approached the Company Law Board with clean hands and engaged in forum shopping.

Detailed Analysis:

1. Whether the Petition is time-barred and whether the Limitation Act is applicable:
The Tribunal held that the Company Petition is "hopelessly time-barred." The acts complained of occurred between 1991 and 1998, and the Petitioners failed to explain the delay in filing the Petition in 2013. The Tribunal referenced the case of *Esquire Electronics Inc. v. Netherlands India Communications Enterprises Ltd.*, which stated that the Limitation Act, 1963 applies to proceedings before the Tribunal, and the period of limitation is three years. Since the Petitioners did not act within this period, the issue was decided in favor of the Respondents.

2. Whether the acts complained of are continuous in nature and fall under Sections 397 and 398 of the Companies Act, 1956:
The Tribunal found that the acts complained of were not continuous in nature and did not relate to the period when the Company Petition was filed. The Petitioners had dressed up the Petition to fit the requirements of Sections 397 and 398, but the material on record revealed that the issues were not ongoing. Therefore, this issue was also decided in favor of the Respondents.

3. Whether a private agreement dated 7th September, 1991 binds the Respondent Company:
The Tribunal noted that the entire case was based on a private agreement executed before the incorporation of the Respondent Company. The Petitioners sought to enforce the terms of this agreement against the Company and its Directors, which the Tribunal deemed impermissible under law. Consequently, this issue was decided in favor of the Respondents.

4. Whether the Company Petition is barred by the principle of res judicata:
The Tribunal held that the principle of res judicata applied to the present case. The Petitioners had invoked various forums, including Civil and Criminal Courts, based on the same agreement dated 7th September, 1991. The Tribunal emphasized that a decision once rendered by a competent authority should not be re-agitated. Therefore, this issue was decided against the Petitioners.

5. Whether the Petitioners approached the Company Law Board with clean hands and engaged in forum shopping:
The Tribunal concluded that the Petitioners had not approached the Tribunal with clean hands. They engaged in forum shopping by invoking the jurisdiction of various forums and indulging in vexatious litigation. The Tribunal found that the Petitioners were more interested in unjust enrichment than in the welfare of the Company. Hence, this issue was decided in favor of the Respondents.

Conclusion:
The Tribunal dismissed the Company Petition No. 109/397-398/CLB/MB/MAH/2013 on all counts, finding it not maintainable. The Petitioners were ordered to pay costs of Rs. 1,00,000/- each.

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