Director removal petition dismissed due to lack of evidence and limitation bars. Allegations unsubstantiated.

The tribunal dismissed the petition seeking the removal of a director and nomination of a new director due to lack of evidence and being barred by limitation. Allegations of oppression and mismanagement were not substantiated with specific facts. The petitioner's failure to diligently pursue the submission of audited balance sheets weakened the case. The petition was dismissed without costs, as the petitioner did not come to the tribunal with clean hands, suppressing material facts and making exaggerated claims regarding shareholding.

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Issues Involved:

1. Removal of a director.
2. Nomination of a new director.
3. Submission of audited balance sheets.
4. Allegations of oppression and mismanagement.
5. Barred by limitation.

Issue-wise Detailed Analysis:

1. Removal of a Director:
The petitioner sought the removal of Mr. Muhammed Sharshad Baniyandy from the directorship of M/s. Penda Marketing Pvt. Ltd. The petition claimed that the 2nd and 3rd Respondents had misled the petitioner, leading to significant financial investments and personal guarantees, without fulfilling the promise of making him a director. However, the tribunal found that the petitioner had resigned voluntarily and had not provided sufficient evidence to support the claim of being misled.

2. Nomination of a New Director:
The petitioner also requested to be nominated as a director of the company. The tribunal noted that the petitioner had previously resigned from the directorship voluntarily and that the resignation was accepted by the board and duly filed with the Registrar of Companies. The tribunal found no grounds to reinstate the petitioner as a director, especially given the lack of supporting documentation for the claims made.

3. Submission of Audited Balance Sheets:
The petitioner demanded the submission of audited balance sheets from 2009 to 2017. The tribunal observed that the petitioner had not been provided with these documents, which could be considered a valid grievance. However, the tribunal also noted that the petitioner had not pursued this issue diligently over the years, which weakened the claim.

4. Allegations of Oppression and Mismanagement:
The petitioner alleged that the 2nd and 3rd Respondents had engaged in oppressive and prejudicial conduct, including diverting company funds and failing to include the petitioner in the management despite significant investments. The tribunal referenced the case of S. Seetharaman and Others vs. Stick Fast Chemicals Pvt. Ltd., emphasizing that allegations of oppression and mismanagement must be supported by clear and specific facts, which the petitioner failed to provide. The tribunal concluded that the petitioner had not demonstrated continuous acts of oppression or mismanagement.

5. Barred by Limitation:
The tribunal addressed the issue of limitation, noting that the petition was filed almost five years after the alleged cause of action arose. According to Section 433 of the Companies Act, 2013, the provisions of the Limitation Act, 1963 apply to proceedings before the tribunal. The tribunal cited the case of Praveen Shankaralayam vs. M/s. Elan Professional Appliances Pvt. Ltd., which upheld the applicability of the Limitation Act to such petitions. The tribunal concluded that the petition was prima facie barred by limitation, as it was filed beyond the permissible period.

Conclusion:
The tribunal dismissed the petition on multiple grounds:
- The petitioner failed to provide sufficient evidence to support the claims of being misled and oppressed.
- The petition was barred by limitation, having been filed almost five years after the cause of action arose.
- The petitioner had not come to the tribunal with clean hands, having suppressed material facts and made exaggerated claims regarding shareholding.

The petition was dismissed without costs, and all connected interim applications were closed.

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