1. In this order I am considering Company Petition No. 67 of 2007 filed by Shri Suhas Chakma ("the petitioner") under Sections 397 and 398 of the Companies Act, 1956, (hereinafter referred to as "the Act") against M/s. South Asia Human Rights Documentation Centre P. Ltd. and Others, ("respondent No. 1") alleging that the transfer of his 50 per cent.
shareholding (5,001 shares) in respondent No. 1 to respondent No. 2 was illegal and the consequential transfer of 2,500 shares by respondent No. 2 to respondent No. 3 (respondent No. 2's wife) was also illegal, and hence his prayers for declaring the transfer null and void; to direct restoration of his shares and further order for the rectification of the register of members of the company; to direct removal of respondent No. 2 and respondent No. 3 from the board of directors of the company; and also to direct the respondents to return the petitioner's letter of allotment left at the registered office of the company.
2. The undisputed facts of the case are: M/s. South Asia Human Rights Documentation Centre P. Ltd. and Others (respondent No. 1) was incorporated on September 18, 1998, having its registered office at 6/6, Safdarjung Enclave Extension, New Delhi-110 029. The authorised share capital of the company is Rs. 50,00,000. The issued, subscribed and paid-up share capital of the company is Rs. 1,00,020 comprising of 10,002 equity shares of Rs. 10 each fully paid. The main objects of the company are to carry on the business of dealing in all kinds of economic, legal, sociological and historical, information, documentation and media services, consultation and software services.
Petitioner No. 1 and respondent No. 4 were the only two subscribers to the memorandum of association and articles of association. They were equal shareholding directors of respondent No. 1 company.
3. Shri Sunil Gupta, counsel for the petitioner prayed that the hon'ble Board may please consider "Whether the petitioner's 5,001 shares (50 per cent. shareholding) in respondent No. 1, South Asia Human Rights Documentation Centre P. Ltd. (hereinafter, "SAHRDC") were transferred in furtherance of a legally valid instrument of transfer/transfer deed duly executed by the petitioner in favour of respondent No. 2, Mr.
Vittal Rao". It was pointed out that on March 11, 2003, the petitioner resigned from the directorship of respondent No. 1. But the petitioner never transferred his equity shares in the company to anyone. The petitioner retained his equity shares in the company with himself.
Further, the letter of allotment with respect to the petitioner's 5,001 equity shares was left at the registered office of the company. Since his resignation, the petitioner repeatedly enquired regarding the affairs of the company, requested for the return of his letter of allotment and also about the repayment of the loans advanced by him to respondent No. 1.
4. It was pointed out that the petitioner obtained a copy of the company's annual return for the year 2002-03 (annual general meeting dated September 30, 2003) from the office of the Registrar of Companies in February 2007, when the petitioner discovered that his 5,001 equity shares had been illegally and fraudulently transferred to Mr. Vittal Rao, respondent No. 2. Further, Mr. Vittal Rao had transferred 2,500 equity shares out of the said 5,001 equity shares to Ms. Sharada K., respondent No. 3. In furtherance of the said illegal transfer of the petitioner's 5,001 shares to respondent Nos. 2 and 3, they were appointed as the shareholding directors of the company on May 30, 2003 and September 4, 2003, respectively. Hence, the petitioner filed the present petition on April 16, 2007. It was contended that, strangely, the respondents have not been able to produce the said instrument of transfer/transfer deed. According to the respondents the petitioner's 50 per cent. shareholding was transferred to respondent No. 2 in furtherance of a transfer deed. Further, it was pointed out that none of the respondents are aware of the date of the registration of the said alleged transfer of the petitioner's shares. No explanation has been given as to why there is no "date of registration of transfer of shares" has been mentioned in respondent No. 1's annual return (annual general meeting dated September 30, 2003, pages 101 to 112) at page 110. Respondent No. 2's inclusion in the company is dated May 30, 2003 and that of respondent No. 3 is September 4, 2003. The fraud regarding the transfer of petitioner's 50 per cent. shares is clear from the fact that in the annual general meeting dated September 30, 2003, no "date of registration of transfer of shares" with respect to the alleged transfer of the petitioner's 50 per cent. shareholding to respondent No. 2 has been mentioned. Furthermore, at the same page in respondent No. 1's annual return (annual general meeting dated September 30, 2003) at page 110 neither the date of registration of the alleged transfer of shares of the petitioner to respondent No. 1 has been given nor is the date of registration of the alleged transfer of shares by respondent No. 2 to respondent No. 3 given. It was contended that clearly, when the annual return for the year 2003-04 (annual general meeting dated September 30, 2003) states that respondent No. 2 was inducted as a shareholding director on May 30, 2003 and respondent No. 3 on September 4, 2003, in that case it is strange that the respondents were not aware regarding the date of transfer on September 30, 2003, i.e., four months after the alleged transfer vis-a-vis respondent No. 2 and, further, 26 days vis-a-vis respondent No. 3. The said fact clearly establishes that there was never a transfer deed executed by the petitioner in favour of respondent No. 2.
5. My attention was drawn to the provisions of Section 108 and articles of association which are mandatory. In other words, it was argued, without the production of the share certificate/letter of allotment along with a valid and legally executed instrument of transfer, the transfer cannot be registered and, if registered, such registration is void ab initio. Reliance was placed on the decision in Mannalal Khetan v. Kedar Nath Khetan and Rashmi Seth 6. It was argued that the company was not legally competent to register the transfer of shares in view of there not being a legally valid instrument of transfer having been executed by the petitioner. Further, neither was there consensus ad idem nor was any consideration paid visa-vis the alleged transfer of the petitioner's shares. Therefore, as per Section 25 of the Indian Contract Act, 1872, the alleged registration of the transfer of petitioner's shares is void. In other words, the lack of consent, consideration and the absence of a valid and legally executed instrument of transfer of shares invalidate the alleged transfer of the petitioner's shares.
Further, it was pointed out that in furtherance of the Company Law Board's order dated May 29, 2007, the petitioner sought inspection of the following documents from respondent No. 1 (a) The alleged instrument of transfer and/or the transfer deed executed by our client, Mr. Suhas Chakma, in favour of Mr. Vittal Rao (your director and respondent No. 2 in the aforesaid case/petition) vide which our client's 5,001 shares in your company were allegedly transferred; (b) The alleged instrument of transfer and/or transfer deed executed by Mr. Vittal Rao (your director and respondent No. 2 in the aforesaid case/ petition) in favour of Ms. Sharada K. (your director and respondent No. 3 in the aforesaid case/petition) vide which 2,500 shares out of our client's 5,001 shares in your company were allegedly transferred; (c) The original letter of allotment of our client, Mr. Suhas Chakma vis-a-vis his 5,001 shares; 7. After reminding respondent No. 1 that by not giving inspection of the documents on false pretext, respondent No. 1 is refusing to comply with the Company Law Board's order dated May 29, 2007, respondent No. 1 on June 8, 2007, i.e., on the last day for compliance, agreed to give inspection. During the inspection (on June 8, 2007), respondent No. 1 was not able to produce any of the documents of which inspection was sought and/or granted by the Company Law Board. There was no document available with respondent No. 1. Further, the inspection report dated June 8, 2007, was accepted and/or received by Ms. Sharada K., respondent No. 3 herein for and on behalf of respondent. No. 1.
8. Further, Shri Gupta argued that assuming without admitting that the instrument of transfer/transfer deed allegedly executed by petitioner in favour of respondent No. 2 is untraceable. None the less, respondent No. 1 ought to have had the register of members, the alleged instrument of transfer/transfer deed executed by respondent No. 2 in favour of respondent No. 3 for the alleged transfer of 2,500 shares actually belonging to the petitioner. Strangely, even these documents were not available with respondent No. 1 and, further, the respondents have neither filed nor made any averment regarding the same in their reply to the petition. Obviously, in case the register of members would have been allowed to be inspected, then in that case, the fraud played by the respondents would have been writ large. Therefore, it is more than evident that the respondents in their blatant attempt to save their skin have destroyed the register of members which was actually in existence while the petitioner was the equal-shareholding director of respondent No. 1. Further, the alleged instrument of transfer/transfer deed executed by respondent No. 2 in favour of respondent No. 3 for the alleged transfer of 2, 500 shares actually belonging to the petitioner also does not exist. It was apprehended that from the conduct of the respondents that they have destroyed all documents as well as other statutory records which were and ought to have been maintained by them and, further, which were more than enough to establish the fraud played by the respondents.
9. Further, it was argued that the act of illegally transferring the shareholding allegedly on the basis of a non-existing two transfer deeds, destruction of the company's statutory records, account bungling, etc., are acts of oppression which continue till date. More specifically, in view of the non-fulfilment of one of the mandatory requirements of Section 108 of the Act, viz., there being a legally and validly executed instrument of transfer being "duly stamped", in the case before the Company Law Board, the registration of the transfers of the shares in the name of respondent Nos. 2 and 3 is illegal. This violation is still continuing and, therefore, the question of limitation does not apply.
10. Responding to the respondents' argument on delay and laches, it was contended that the petitioner came to know regarding the illegal transfer of his 50 per cent. shareholding in February, 2007. Hence, it cannot be presumed that the present petition is barred by limitation.
Even otherwise, it is a settled position in law that as regards the applicability of limitation, it does not apply to the Company Law Board. The Limitation Act is applicable only in the case of courts and there is no period of limitation fixed in the Companies Act. Reliance was placed on the decision in T.G. Veera Prasad v. Sree Rayalaseema Alkalies and Allied Chemicals Ltd. [1997] 89 Comp Cas 13 (CLB) (paragraphs 8 and 20), Sakuru v. Tanaji and Mrs.
Promila Bansal v. Wearwell Cycle Co. (India) Ltd. [1978] 48 Comp Cas 202 (Delhi) (paragraph 13).
11. It was argued that Tribunals have not been held to be courts for all purposes and as a matter of fact with reference to the applicability of the Limitation Act it has been held that the Limitation Act is not applicable to Tribunals. Even, the Company Law Board has itself held that it is not governed by the provisions of the Limitation Act. In the alternate to the aforesaid, it was submitted that delay or laches do not disentitle the shareholder to an equitable relief. Further, mere acquiescence, waiver or laches does not defeat the grant of an equitable relief. Even assuming (without admitting) there was delay in the filing of the petition this could not deprive the petitioner of the right to agitate. Technicality cannot defeat the cause of justice unless such a technicality goes to the root of the matter. Reliance was placed on the decision in Farhat Sheikh v. Escman Metalo Chemical P. Ltd. It was pointed out that the entire transaction relating to the alleged transfer of the petitioner's 50 per cent. shares in respondent No. 1 to respondent No. 2 is vitiated with fraud and deserves to be set aside and the name of the petitioner be restored in the register of members.
12. Shri. Abhilash Pillai, counsel for the respondents pointed out that the petitioner amended his prayers whereby he gave up all the prayers in the petition except the following: (vi) declare the transfer of the petitioner's shares to respondent No. 2 as illegal, null and void and consequential every transfer thereafter of the petitioner's shares to any one is also illegal, null and void; (vii) direct restoration of the petitioner's shares and further, order for the rectification of the register of members of the company; (viii) direct the respondents to return the letter of allotment of the petitioner forthwith; (ix) direct the removal of respondent Nos. 2 and 3 from the board of directors of the company; and thus the only averment on which the petitioner has sought to base his petition is the allegation that the shares of the petitioner were transferred without a proper instrument. He had, therefore, restricted his argument to the said averment. Counsel for the respondents raised preliminary objections on the maintainability of the petition. It was contended that the present petition is based on Sections 397 and 398 of the Companies Act, 1956. For being entitled to file an application under Sections 397 and 398 of the Companies Act, 1956, the petitioner is required to establish his right to apply under Section 399 of the Companies Act, 1956. Under Section 399 of the Companies Act, 1956, the petitioner is required to show that he is a 'member' of the company, subject to other conditions. By the petitioner's own showing, he is presently not on the register of members and as such is not entitled to file any petition under Sections 397 and 398 of the Companies Act, 1956. In this regard, reference was made to the case of Ved Prakash v. Iron Traders P. Ltd. [1961] 31 Comp Cas 122 (P&H), wherein the court held as under (page 123): In my opinion there is force in the preliminary objection of the respondents, since as the register of members of the company stands today, the petitioners are not members, and the words of Sections 397 and 398 clearly show that petition under these sections can only be maintained by members of the company.
13. It was pointed out that in the above case, the petitioner had himself in his petition sought a rectification of the register of members, which was not allowed by the hon'ble court. The court observed as under (page 124): Learned Counsel for the petitioners was unable to cite any case in which such a course had been permitted, and in my opinion he will never be able to do so, since I consider that a petition under Sections 397 and 398 can only be maintained by a person or persons who are shown as members in the register of the company, and if the persons who wish to file such a petition are not shown as members rightly or wrongly they must file the register before they can bring a petition.
14. It was argued that in the absence of being a "member" of the company, the petitioner's attempt at invoking the provisions of Sections 397 and 398 is not maintainable and merits dismissal on this ground alone. It was contended that as such, the present petition deserves to be dismissed on account of failure of the petitioner to show qualification in terms of Section 399 of the Companies Act, 1956.
Further, it was argued that the process of rectification is provided under Section 111 of the Companies Act, 1956, which has not been invoked by the petitioner and for which a separate procedure has been prescribed.
15. Counsel for the respondents argued that the petition deserves to be dismissed on account of unexplained delay and laches, the petitioner has chosen not to take any step from September 2003 until the filing of present company petition on April 16, 2007. By his own admission, the petitioner had severed all relationship with the company as far back as in September 2003 when he had resigned from the board of directors. The petitioner has himself stated that he has not received any notices of annual general meeting or other proceedings of the company. My attention was drawn to the petitioner by himself claimed awareness of his rights and his alleged oral inquiries from respondent No. 4 since the year 2003-04 regarding the annual general meeting. It was argued that in light of the admitted position of fact, the petitioner has failed to provide any explanation for the delay of four years in challenging the aforesaid position. The only ground for explaining the delay averred by the petitioner is that "the petitioner in November/December 2006 obtained certified copies of the company's memorandum of association, articles of association and the annual returns for the year 2004-05 (annual general meeting dated September 30, 2005)." It was pointed out that no explanation has been provided from the period from September 2003, till the alleged application for certified copy as late as in November/December 2006, a period of over three years has thus been clearly unexplained. Reliance was placed on the decision of the Supreme Court in Dr. Dileep Makhija v. Arun Mittal [2004] 118 Comp Cas 694 (Delhi) : [2003] 6 DRJ 154, wherein it was held as under (page 703): It is well-settled that a slothful party, who has not come to court at the earliest available opportunity, would ordinarily not be entitled to discretionary relief.
16. In a similar petition filed as a writ petition, wherein the petitioner therein was seeking rectification of the register of members, the hon'ble High Court of Andhra Pradesh in K. Sreenivasa Rao v. Regional Director, Securities and Exchange Board of India [2003] 116 Cornp Cas 238, held as under (page 246): The petitioner is also guilty of the delay and laches since the transfer of shares took place in 1997. Even according to the petitioner, nothing was done till 2000. The petitioner is not entitled to the reliefs claimed and the learned judge rightly dismissed writ petition as it is not maintainable.
17. Further, it was argued that the petition of the petitioner pertaining to alleged actions in September 2003 after a period of four years in April 2007 clearly suffers from laches being inordinately delayed. The present petition is not as a result of any illegality committed by the respondents but is a result of cases filed by a trust against the petitioner, which the petitioner is attempting to avoid by means of abusing the process of this hon'ble Board. The ulterior motives of the petitioner in filing the present petition is evidenced from the petition itself, i.e., the various cases filed by the respondents against the petitioner. The petitioner is attempting to misuse the process of this hon'ble Board solely as a counterblast to the cases filed by the South Asia Human Rights Documentation Centre Trust on account of the illegalities perpetrated by the petitioner with a view to illegally pressurize the said South Asia Human Rights Documentation Centre Trust to withdraw the cases filed by it against him.
18. It was argued that the transfer of the shares had been done properly by the respondent and recorded in the books in the ordinary course of business. However, after a period of two to three years, the respondents have not preserved the said records and the attempt of the petitioner to now claim rights based on the same and that too after a unexplained delay of about four years is clearly misconceived and deserves no consideration.
Further, it was argued that in order to invoke the jurisdiction of this hon'ble Board under Section 397 and Section 398 of the Companies Act, 1956, the petitioner is required to show continuous acts of oppression/mismanagement continuing up to the date of the petition, which has neither been alleged nor have occurred in the present case and at a scenario the petitioner even gave up the prayers sought under Sections 397 and 398 of the Companies Act, 1956, the present petition lacks merits and is liable to be dismissed on this ground alone.
Reliance was placed on the decision in Suresh Kumar Sanghi v. Supreme Motors Ltd. [1983] 54 Comp Cas 235 (Delhi), the hon'ble High Court was pleased to observe as under (page 245):In Shanti Prasad Jain v. Kalinga Tubes Ltd. [1965] 35 Comp Cas 351, also it was held by the Supreme Court that in order to constitute oppression within the meaning of Section 397 'there must be continuous acts on the part of the majority shareholder, continuing up to the date of petition, showing that the affairs of the company were being conducted in a manner oppressive to some apart of the members'. It was argued that (1) past acts which have come to an end cannot be challenged under Sections 397 or 398; (2) the relief under Sections 397 and 398 would be available only if there are continuous acts of oppression by the majority shareholder; and (3) illegal acts committed by the directors, unless they are oppressive on the minority shareholders, cannot be challenged in a petition under Section 397 of the Act". It was pointed out that in the present facts, the solitary act alleged by the petitioner is concerning the transfer of shares, and that too in the past, i.e., in the year 2003 (even if assumed to be illegal) cannot be the ground of maintaining a petition or seeking reliefs under Sections 397 and 398 of the Companies Act, 1956.
19. My attention was drawn to the other facts of the case. It is pointed out that since termination of his relationship with respondent No. 1 company, in the year 2003, the petitioner with utmost deliberate and mala fide intentions set about the harm the reputation and goodwill of SAHRDC Trust, respondent No. 1 and respondent No. 4, Mr. Ravi Nair.
The petitioner conspired with his accomplices who were also the employees of respondent No. 1 and committed theft of the computer database of the SAHRDC Trust besides illegal and unauthorised hacking of the information and cyber systems of the SAHRDC Trust to make unsolicited gains from the clients/customers of the Trust and to thereby wean away the sources of revenue of the trust to this organisation. The SAHRDC Trust and the respondents got to know of this illegal act only when the loyal clients/customers informed the respondents about the unlawful and unethical practices of the petitioner. Aggrieved with the illegal and unlawful act of the petitioner, the SAHRDC Trust filed a compliant with P.S. Sarojini Nagar under various provisions of the Copyright Act, Information Technology Act and IPC against the petitioner and his accomplices. Despite best efforts, the police did not register a case, which constrained the trust to lodge a criminal complaint in the court of the concerned metropolitan magistrate and the learned metropolitan magistrate was pleased to direct the police to register a case and investigate the matter. The SAHRDC Trust has also filed a civil suit being C.S (OS) No.840 of 2006, thereby sought relief of permanent injunction against the petitioner, by restraining the petitioner and his accomplices from infringing or doing any act resulting in infringement of the SAHRDC Trust's copyright in their literary works, for delivery of plagiarised material and electronic storage media of the petitioner, passing off their business, name and style similar or deceptively similar to that of South Asia Human Rights Documentation Centre and also for rendering of accounts, damages and costs against the petitioner, which is pending adjudication before the hon'ble High Court. Upon hearing the parties, the hon'ble High Court was also pleased to appoint a local commissioner to seize the hard disks and other information storage material of the petitioner to prevent violation of the interim injunction orders passed by the hon'ble High Court in the aforesaid suit. Pursuant to the order of the hon'ble High Court, the local commissioner executed his commission on May 25, 2006, and filed his report dated June 28, 2006, before the hon'ble High Court. In the said report, the commissioner has observed that certain works infringing the copyright of the SAHRDC Trust and hard disk of the computer system of the petitioner were seized from the premises of the petitioner. However, the said articles were then handed over on superdari to the petitioner on his undertaking that he would not misuse or tamper with the said materials. As a result of non-compliance of the injunction orders passed by the hon'ble High Court, the respondents filed a contempt petition which is also pending adjudication before the hon'ble High Court.
20. Further, it was pointed out that in order to harm the credibility, reputation and goodwill of the SAHRDC Trust and respondents, in particular amongst the human rights organizations and activists, the petitioner sent defamatory and incriminatory materials, by using the SAHRDC Trust's database stolen by the petitioner and his accomplices from the hard disc of the computer system of the trust, to various customers and friends and relatives of respondent No. 4. The petitioner even went to the extent of setting up a fake organisation under the name "corruption watch" and indulged in forgery. The SAHRDC Trust has filed a criminal complaint against the petitioner contending commission of offence of forgery, which is pending trial before the court of Metropolitan Magistrate, New Delhi. It was pointed out that it has come to the knowledge of the trust in September 2006, that the petitioner breached his contractual obligations prevailing between the SAHRDC Trust and the petitioner and thereby coedited and authored the editorial and two chapters of the joint work of International Work Group for Indigenous Affairs (IWGIA), and Asian Indigenous and Tribal Peoples Network Publication titled "Racism Against Indigenous Peoples" IWGIA Document, 2001 in the year 2001. It was also found that the petitioner had plagiarized and copied, word by word, parts of documents that were originally researched, written and produced by the SAHRDC Trust.
21. Counsel for the respondents reiterated that the present petition is evidently motivated and is a counter-blast to the cases filed against the petitioner wherein \the petitioner is attempting to create illegal claims. The falseness of his claim is evident from the fact that the petitioner has not claimed to be a shareholder of respondent No. 1 in any of his pleadings before the hon'ble High Court of Delhi. If there was any genuineness in the claims of the petitioner, the same would have been filed at a much earlier point of time particularly when all relationship between respondent No. 1 and the petitioner had been served as far back as in 2003. Evidently, it was argued, in the absence of any truth in the allegations of the petitioner, the petitioner has chosen to file the present petition with the sole intention of creating hindrances in the operations of respondent No. 1 with ulterior motives by misusing the process of this hon'ble Board.
22. Considering the pleadings along with the documents filed therewith as well as the arguments of counsel for the petitioner and the respondents, I find that the petitioner has not been able to refute the preliminary objections raised with respect to the maintainability of this petition under Sections 397 and 398 of the Act. It is the requirement of the law that the petition under Sections 397 and 398 has to accompany documentary evidence in proof of the eligibility and status of the petitioner that the voting power held by him is as per the provision of Section 399 of the Act. To be able to maintain a petition under Sections 397 and 398 of the Act the petitioner has to have the necessary qualification as provided in Section 399 of the Act as under: 399. Right to apply under Sections 397 and 398.--(1) The following members of a company shall have the right to apply under Section 397 or 398: (a) in the case of a company having a share capital, not less than one hundred members of the company or not less than one-tenth of the total number of its members, whichever is less or any member or members holding not less than one-tenth of the issued share capital of the company, provided that the applicant or applicants have paid all calls and other sums due on their shares; (b) in the case of a company not having a share capital, not less than one-fifth of the total number of its members.
(2) For the purposes of Sub-section (1), where any share or shares are held by two or more persons jointly, they shall be counted only as one member.
(3) Where any members of a company are entitled to make an application in virtue of Sub-section (1), any one or more of them having obtained the consent in writing of the rest, may make the application on behalf and for the benefit of all of them.
(4) The Central Government may, if in its opinion circumstances exist which make it just and equitable so to do, authorise any member or members of the company to apply to the Tribunal under Section 397 or 398, notwithstanding that the requirements of Clause (a) or Clause (b), as the case may be, of Sub-section (1) are not fulfilled.
(5) The Central Government may, before authorising any member or members as aforesaid, require such member or members to give security for such amount as the Central Government may deem reasonable, for the payment of any costs which the Tribunal dealing with the application may order such member or members to pay to any other person or persons who are parties to the application.
23. In view of the aforesaid unambiguous provisions of the Act, the present petitioner does not have the necessary qualification to be able to present a petition under Sections 397 and 398 of the Act. The respondents have rightly pointed out that after the petitioner amended his prayer whereby he gave up all the prayers in the petition except that "(vi) declare the transfer of the petitioner's shares to respondent No. 2 was illegal, null and void and consequential, every transfer thereafter of the petitioner's shares to any one is also illegal, null and void; (vii) direct restoration of the petitioner's shares and further, order for the rectification of the register of members of the company; (viii) direct the respondents to return the letter of allotment of the petitioner forthwith; (ix) direct the removal of respondent Nos. 2 and 3 from the board of directors of the company" the only averment on which the petitioner has sought to base his petition is the allegation that the shares of the petitioner were transferred without a proper instrument. Furthermore, it is noticed that the petitioner has also reiterated that a direction be given to the respondents to return the petitioner's letter of allotment left at the registered office of the company.
24. Considering the facts and circumstances of the present case, the petitioner's case is such as may be remedied by attracting the provisions of Section 111 of the Act which the petitioner is at liberty to pursue. Since this petition is not maintainable on the ground of non-qualification under Section 399 alone, I do not find it necessary to deal with the other preliminary objections regarding delay and laches in filing of the petition as well as the conduct of the petitioner allegedly of unclean hands seeking relief in this equitable proceeding. Nor do I find it necessary to deal with contentions on merits of this case.
25. The petition is hereby dismissed. No order as to costs. All interim orders stand vacated. All CAs stand disposed of.