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2019 (2) TMI 1045 - AT - Companies LawOppression and mismanagement - Counsel submitted that involvement of Respondent No.7 in the affairs was pleaded in detail in the Company Petition - Held that - The e-mail addresses which are from same domain name @DELOITTE.com . The domain name appears to have been taken from Data Naming Server Authority by person/persons having commonality of interest. What appears is that different employees are putting their names using same domain name to do correspondence. This is not a matter where at present stage itself of the Petition, the Reply of Respondent No.7 should have been hurriedly accepted that Respondent No.7 had nothing to do with regard to services provided to Respondent No.1 Company. We find that at the stage of pleadings, it was material to see the averments in the Company Petition. The Petitioner made averments against Respondent No.7 on its own risk and consequences. Merely because Respondent comes and makes statement that I have nothing to do, is not enough to immediately delete the concerned Respondent from the array of parties. Appeal allowed - name of Respondent No.7 is restored to the array of parties in the Company Petition.
Issues Involved:
1. Deletion of Respondent No. 7 (Deloitte Touche Tohmatsu India LLP) from the array of respondents in the Company Petition. 2. Whether Respondent No. 7 was wrongly impleaded as a party. 3. Justification for the NCLT's decision to delete Respondent No. 7 without giving the appellant an opportunity to present their case. 4. Relevance of Respondent No. 7's involvement in the affairs of Respondent No. 1 Company. Detailed Analysis: Issue 1: Deletion of Respondent No. 7 from the Array of Respondents The appeal was filed against the deletion of Respondent No. 7 from the array of respondents in the Company Petition. The learned Counsel for the Appellant argued that the National Company Law Tribunal (NCLT) Mumbai Bench, Mumbai, had prematurely deleted Respondent No. 7 without giving the appellant an opportunity to present their case. The NCLT's impugned order dated 31.07.2018 was based on the absence of the appellant’s counsel during the hearing and an affidavit from Respondent No. 7 claiming wrongful impleadment. Issue 2: Wrongful Impleadment of Respondent No. 7 Respondent No. 7 filed an affidavit asserting that it had been wrongly impleaded as it was never engaged by Respondent No. 1 Company for financial advisory or compliance management. The affidavit emphasized that Respondent No. 7 had no interest or involvement in the disputes mentioned in the petition and requested dismissal of the petition against it. Issue 3: Justification for NCLT's Decision The appellant's counsel argued that the NCLT's decision to delete Respondent No. 7 was hasty and did not allow the appellant to demonstrate that Respondent No. 7 was a necessary party. The Company Petition related to allegations of oppression and mismanagement, and the appellant had detailed the involvement of Respondent No. 7 in the company's affairs, including collusion with other respondents to exclude the petitioner from company affairs. Issue 4: Relevance of Respondent No. 7's Involvement The appellant referred to various pleadings and emails to show Respondent No. 7's involvement in the company's affairs. The appellant cited specific paragraphs from the Company Petition and responses from other respondents that acknowledged the professional assistance provided by Respondent No. 7. The appellant also presented emails indicating correspondence between the petitioner and employees of Respondent No. 7, suggesting its involvement in the company's financial advisory and compliance management. Conclusion: The Tribunal found that the NCLT had erred in deleting Respondent No. 7 from the array of parties without adequately considering the appellant's pleadings and evidence. The Tribunal noted that the domain name used in emails ("@DELOITTE.com") indicated a commonality of interest, and the allegations of collusion warranted further examination. The Tribunal restored Respondent No. 7 to the array of parties and allowed it to file a detailed reply in the Company Petition, with the appellant given the opportunity to file a rejoinder. Order: A) The appeal is allowed, and Respondent No. 7 is restored to the array of parties in the Company Petition. B) Respondent No. 7 is permitted to file a detailed reply in the Company Petition, and the appellant can file a rejoinder. C) Parties are at liberty to raise issues, which will be decided at the final disposal of the Company Petition. D) Observations made in this appeal will not affect the final decision of the NCLT. E) The appeal is disposed of with no orders as to costs.
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