2010 (12) TMI 1289 - HC - Companies Law

Summary

Issues Involved:
1. Validity of the contract and tender process.
2. Allegations of tortious interference and conspiracy.
3. Impleadment of new parties (Walchandnagar Industries Ltd. and EXIM Bank).
4. Amendments to the plaint and prayers.
5. Maintainability of appeals.

Detailed Analysis:

1. Validity of the Contract and Tender Process:
The core issue revolves around the establishment of a Sugar Mill Project in Ethiopia, funded by the Government of India through EXIM Bank. The project was divided into seven sub-projects, each with separate tenders. The appellants claimed that a completed contract had evolved in their favor, while OIA contended that formal contracts were yet to be executed. OIA demanded a 15% commission from the appellants, which led to disputes and the alleged introduction of Walchandnagar Industries Ltd. as a substitute contractor due to the appellants' refusal to pay the commission.

2. Allegations of Tortious Interference and Conspiracy:
The appellants alleged that OIA engineered the removal of Saraswati Industrial Syndicate Ltd. and Uttam Sucrotech International Pvt. Ltd. from the project to introduce Walchandnagar Industries Ltd. The plaintiffs (Saraswati Industrial Syndicate Ltd. and Uttam Sucrotech International Pvt. Ltd.) filed suits for perpetual and mandatory injunctions, asserting that OIA failed to execute formal contracts and threatened to introduce a third party. They claimed that a concluded contract existed between them and TENDAHO, and that OIA's actions were aimed at replacing them with Walchandnagar Industries Ltd. for vested interests.

3. Impleadment of New Parties:
The plaintiffs sought to amend their plaints to include Walchandnagar Industries Ltd. and EXIM Bank as defendants. The amendments were allowed for Walchandnagar Industries Ltd., but not for EXIM Bank. The court noted that the presence of Walchandnagar Industries Ltd. was necessary for determining the real question in controversy, as they were alleged co-conspirators and beneficiaries of the tortious interference.

4. Amendments to the Plaint and Prayers:
The court allowed the amendments to the plaints and the inclusion of new prayers. The amendments were deemed necessary to address subsequent developments and to avoid multiplicity of litigation. The court emphasized that the amendments did not change the nature of the suit but were essential for a holistic determination of the dispute. The new prayers included declarations that the sub-contract agreement with Walchandnagar Industries Ltd. was invalid and void, and injunctions against further actions based on the disputed agreements.

5. Maintainability of Appeals:
The court addressed the maintainability of the appeals, noting that appeals are not maintainable against consent decrees as per Section 96(3) of the Code of Civil Procedure. The appellants should have filed review petitions before the learned Single Judge if they believed the consent was incorrectly recorded. The court also referenced the Delhi High Court Act, which provides for appeals from judgments of single judges exercising ordinary original civil jurisdiction. The court concluded that the appeals were not maintainable as they sought to reverse orders passed on concession.

Conclusion:
The court dismissed the appeals, upholding the amendments to the plaints and the impleadment of Walchandnagar Industries Ltd. The amendments were deemed necessary for the effective adjudication of the case, and the presence of Walchandnagar Industries Ltd. was crucial for determining the real matter in dispute. The appeals were found to be devoid of merit, and costs were imposed on the appellants.