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Issues:
- Appeal under section 202 of the Companies Act against the order allowing amendment of the petition for winding up. - Applicability of the Code of Civil Procedure to proceedings under the Companies Act. - Principles governing the amendment of pleadings under Order VI, rule 17, of the Civil Procedure Code. - Justification for allowing the amendment of the petition for winding up. - Joinder of the company as a respondent under Order I, rule 10, of the Civil Procedure Code. - Preliminary objection regarding the tenability of an appeal against the order allowing amendment or joinder of parties under section 202 of the Companies Act. Analysis: The judgment pertains to an appeal under section 202 of the Companies Act, concerning the allowance of an amendment to a petition for winding up. The case involved three shareholders of a private limited company, where the respondents filed a petition for winding up, leading to the appointment of a provisional liquidator. The appellant No. 2 raised objections regarding the procedure and his involvement in the petition, leading to subsequent appeals and stays in the proceedings. The lower court eventually allowed the respondents to amend the petition for winding up, which was challenged in the appeal. The judgment delves into the applicability of the Code of Civil Procedure to proceedings under the Companies Act, emphasizing that the procedural rules of the Code are to be followed in civil jurisdiction cases, including those under the Companies Act. The principles governing the amendment of pleadings under Order VI, rule 17, of the Civil Procedure Code are discussed, citing relevant case law to support the argument that amendments should be allowed with readiness, especially if not made at a late stage of the proceedings. The court justified the allowance of the amendment to the petition for winding up based on the allegations of deadlock in the company's operations and mismanagement by the managing director. The court rejected contentions that the amendment was made mala fide or to protract the proceedings, emphasizing the need for particulars of allegations and the absence of a new case against the appellant No. 2. Regarding the joinder of the company as a respondent, the court invoked Order I, rule 10, of the Civil Procedure Code, allowing the addition of necessary parties at any stage of the proceedings to ensure a comprehensive adjudication of the issues involved in the suit. The court dismissed the appeal against the order allowing the amendment and joinder, upholding the lower court's discretion in exercising its powers. Lastly, a preliminary objection was raised regarding the tenability of an appeal against the order allowing amendment or joinder of parties under section 202 of the Companies Act. While the court did not delve into this issue, it dismissed the appeal on its merits, affirming the lower court's decision and ordering costs to be paid by the appellant.
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