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2023 (12) TMI 1177 - AT - Companies LawOppression and Mismanagement - shareholding slightly less than the threshold of 10% shareholding required for filing Petition under Sections 241 242 as per provisions of Section 244 of the Act - HELD THAT - It is apparent that each branch of the family is represented in the Company and for resolution of any dispute, it will be better that each branch of the family is represented in the proceeding and is heard. We feel no prejudice shall be caused to anyone if the impleadment application is allowed. Wherever the Court is of the opinion that by adding any party, it would be in a better position to effectually and completely adjudicate upon the controversy, it is proper to exercise judicial discretion in impleading the said party. The Appellants herein are daughters of late Mr. Tarsem Singh and sister of Respondent No. 3, against whom allegations of Oppression and Mismanagement have been made. The Appellants have a defined subsisting, direct and substantive interest in resolution of the controversy and are necessary and expedient to be impleaded in the said Petition. The Appellants are Shareholders of the Respondent No. 1 Company and are family members of the other Shareholders. They are concerned with the affairs of the Company and their arraignment as party to the proceedings would facilitate an effective, efficacious, just and fair adjudication of the case. It is held that they are proper and necessary party and their impleadment will assist in arriving at the correct decision in C.P. No. 129/ND/2019 pending with NCLT. Appeal allowed.
Issues Involved:
1. Impleadment of Appellants as Petitioners in the Company Petition. 2. Threshold shareholding requirement under Sections 241 and 242 of the Companies Act, 2013. 3. Allegations of Oppression and Mismanagement by the Respondents. 4. Legal standing and rights of the Appellants as shareholders. Summary: Impleadment of Appellants as Petitioners: The present Company Appeal (AT) No. 76 of 2022 was filed by Appellants seeking their impleadment as Petitioners in Company Petition No. 129/2019, which was initially filed by Smt. Prem Kaur under Sections 241 & 242 of the Companies Act, 2013, against acts of Oppression and Mismanagement by the Respondent Company and its Directors. The NCLT had rejected the impleadment application on the grounds that the applicants did not apply for transmission of shares as required under Section 56 of the Act and failed to establish their entitlement to the shares of the deceased shareholders. Threshold Shareholding Requirement: The original Petitioner in CP 129/2019 did not meet the 10% shareholding threshold required under Section 244 of the Act. The Appellants argued that their combined shareholding, along with that of Smt. Prem Kaur, would surpass the 10% threshold, thereby making them competent to prosecute the Company Petition without a waiver application. The NCLT had made no specific comments regarding the shareholding of Appellants No. 1 and 2. Allegations of Oppression and Mismanagement: The Appellants contended that acts of Oppression and Mismanagement were committed by the Respondents, including illegal appointments of Directors without proper shareholder meetings and forgery of documents, which led to the lodging of an FIR. The Appellants sought to join the Petition to support the allegations and ensure a comprehensive adjudication of the case. Legal Standing and Rights of the Appellants: The Tribunal noted that the Appellants are shareholders and family members concerned with the affairs of the Company. It was held that their impleadment would facilitate an effective, efficacious, just, and fair adjudication of the case. The Tribunal referred to the Chennai Bench's judgment in the case of 'P J Mathews' Vs. 'C. Mohanan Pillai', emphasizing that adding a party who is concerned with the affairs of the Company is necessary for complete adjudication. Conclusion: The Appellate Tribunal allowed the appeal, set aside the NCLT's order dated 19.01.2022, and directed the impleadment of Appellants No. 1 and 2 in C.P. No. 129/ND/2019. The Tribunal concluded that the Appellants are proper and necessary parties whose presence will assist in arriving at a correct decision in the pending Company Petition. No order as to costs was made.
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