9911796707
TMI Blog2016 (8) TMI 1303X X X X Extracts X X X X X X X X Extracts X X X X ..... 370 of 2010 filed under sections 397 and 398 of the Companies Act, 1956. The applicant herein states that, on January 27, 2016, they came to know that Company Petition No. 370 of 2010 has been instituted by the petitioner, Adbhut Vincom (P) Ltd., against Hotel Birsa (P) Ltd., in 2010, before the Company Law Board, Kolkata. 2. Immediately thereafter the applicant through its advocate on record on 5 April, 2016, approached the Company Law Board, Kolkata Bench, for a certified copy of the petition. However, as the applicant is not a party to the said Company Petition No. 370 of 2010 they were not provided with certified copy thereof. 3. The applicant in the said Company Application No. 306 of 2016 states that they have entered into a memoran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble loss and injury. 8. The petitioner has stated that the applicant is admittedly not a shareholder of the company and as the applicant has started impleadment on the basis of a memorandum of understanding, dated 29 September, 2009, entered into with the petitioner, in terms of whereof it has agreed to buy 49 per cent shareholding in the company at or for a consideration of Rs. 5,11,00,000 and in terms of the memorandum of understanding, the applicant paid a sum of Rs. 1,00,00,000 to the petitioner. The petitioner has further stated that the applicant failed to make any further payment within the period stipulated in the memorandum of understanding or within the period, as extended by the petitioner, i.e., 30 January, 2010. In the circums ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tant application, the applicant has sought to assert a right to obtain the petitioner's shares in the company on the basis of a memorandum of understanding. This being a private dispute under an independent contract between a shareholder and a prospective purchaser of its shares, such dispute cannot be adjudicated in this company petition, as the same cannot in any manner concern the company or its affairs or relate to any oppression or mismanagement. 13. In the case of Udit Narain Singh Malpaharia v. Additional Member Board of Revenue (1963) Supp. (1) SCR 676 : AIR 1963 SC 786, the hon'ble Supreme Court laid down the law that 'to ascertain the necessary and proper party in the proceedings, the law is well-settled. A necessary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve board, and who files application for being joined as party within reasonable time of his acquiring knowledge about the pending litigation. However, if the applicant is guilty of contumacious conduct or is beneficiary of a clandestine transaction or a transaction made by the owner of the suit property in violation of the restraint order passed by the court or the application is unduly delayed then the court will be fully justified in declining the prayer for impleadment." 15. On the basis of the law laid down by the hon'ble Supreme Court in the aforementioned cases, it is clear that application for impleadment can only be allowed, if a party is a necessary party without whom no order can be made effectively or a proper party in who ..... X X X X Extracts X X X X X X X X Extracts X X X X
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