1990 (2) TMI 315 - HC - Companies Law

Summary

Issues:
- Impleading legal representatives in a company appeal under civil Procedure Code and Companies Act.
- Scope of impleading legal representatives in cases of oppression and mismanagement under Companies Act.
- Appropriation of shares and impleading legal representatives based on company petition allegations.
- Determining the necessity of impleading legal representatives in a company petition.
- Interpretation of legislative intent in enacting section 398 of the Companies Act.

Analysis:
The judgment deals with a company appeal filed to bring on record the legal representatives of a deceased respondent in a main company petition under the civil Procedure Code and Companies Act. The contention arises regarding the impleading of legal representatives in a case filed under sections 397, 398, and 433 of the Companies Act for alleged acts of oppression. The court considers the argument that the legal representative of a deceased director cannot be impleaded in such proceedings, citing precedent from J.K. Investment Trust Ltd. v. Muir Mills Co. Ltd. The petitioner argues for impleading based on allegations in the company petition regarding share appropriation after the director's death.

The court, after careful consideration, rules against impleading the legal representatives in this case. It emphasizes that the acts of oppression alleged against the deceased director cannot be attributed to his legal representatives, who are now ordinary shareholders with no management connection. The judgment highlights the distinction between the actions of a director and those of individual shareholders in the context of the petition. It concludes that no cause of action exists against the legal representatives, as the alleged acts were of the director, not the shareholders. The court also interprets the legislative intent behind section 398 of the Companies Act, emphasizing that the powers conferred are limited to the scope of the section and cannot be extended to implead legal representatives after a director's death.

Ultimately, the court dismisses the application to bring on record the legal representatives of the deceased respondent, emphasizing that the legislative provisions do not allow for such impleadment in the present circumstances. The judgment underscores the importance of interpreting the statutory provisions within their intended scope and limitations, thereby denying the request to implead the legal representatives in this company petition.