2009 (10) TMI 537 - HC - Companies Law

Whether the Company Law Board is right in deleting the name of the fourth respondent in the company petition, who is the fifth respondent in Company Appeal No. 16 of 2009 and the fourth respondent in Company Appeal No. 20 of 2009? Held that - If a party to a litigation satisfies the court that the person sought to be impleaded, passes any one or more of the above tests, then he is entitled to get the discretion of the court exercised in his favour. The above tests are not exhaustive and at times, even if a person falls under any one of the above categories, the court may refuse to implead him. Considering the facts of this case, particularly with regard to the prayer made in the company petition, the fourth respondent is bound to be retained as a party respondent in the company petition. Deletion of his name permitted by the Company Law Board on the basis of the memo filed by the company petitioners is unsustainable and the said order is set aside. Appeal allowed.

Issues Involved:
1. Whether the Company Law Board was right in deleting the name of the fourth respondent in the company petition.
2. Procedural compliance with the Company Law Board Regulations, 1991.
3. Determination of necessary and proper parties for effective adjudication of the company petition.

Issue-Wise Detailed Analysis:

1. Deletion of the Fourth Respondent's Name:
The primary issue in these appeals is whether the Company Law Board (CLB) was justified in deleting the fourth respondent's name from the company petition. The appellants argued that the fourth respondent is a necessary and proper party to the company petition due to the allegations of mismanagement and oppression against all directors, including the fourth respondent. The petitioners had initially included the fourth respondent as a party and sought specific reliefs against all directors, making his presence essential for effective adjudication.

The fourth respondent initially filed a counter affidavit denying the allegations and later sought to be transposed as a petitioner, which was dismissed by the CLB. Subsequently, the petitioners filed a memo to delete the fourth respondent's name, which the CLB allowed. The High Court found that the deletion was improper as it bypassed the procedural requirements and the fourth respondent's presence was necessary for complete adjudication.

2. Procedural Compliance:
The appellants contended that the deletion of the fourth respondent's name was procedurally flawed as the memo filed by the petitioners did not comply with Regulation 17 of the Company Law Board Regulations, 1991, which mandates filing an application for any interim order or direction. The CLB entertained the memo without an application, which the High Court deemed a statutory violation. The High Court emphasized that the CLB must follow the prescribed procedures, and any deviation constitutes a question of law warranting interference under section 10F of the Companies Act, 1956.

3. Necessary and Proper Parties:
The High Court evaluated whether the fourth respondent was a necessary and proper party for the effective adjudication of the company petition. The court noted that the petitioners had made allegations against all directors, including the fourth respondent, and sought reliefs that required the presence of all directors. The court referred to legal precedents establishing that a party is necessary if their presence is required for complete and effective adjudication, even if no direct relief is sought against them.

The court concluded that the fourth respondent's presence was essential due to the allegations and the nature of the reliefs sought. The deletion of his name would hinder the effective adjudication of the petition, making him a necessary and proper party.

Conclusion:
The High Court allowed the appeals, setting aside the CLB's order that permitted the deletion of the fourth respondent's name. The court directed that the fourth respondent be retained as a party respondent in the company petition and mandated the CLB to dispose of the company petition expeditiously. The judgment underscores the importance of procedural compliance and the necessity of including all relevant parties for effective adjudication in cases of alleged oppression and mismanagement.

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