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TMI Blog2017 (12) TMI 1037X X X X Extracts X X X X X X X X Extracts X X X X ..... pondent no.1 - Conversion Agreement had been fraudulently executed with the object of taking away the Conversion Agreement from premium in which the Appellants and their group had 53.40 percent shareholding to a concern where the Appellants had no stake. Held that:- There is ample material on record to demonstrate that “The Eastern Manufacturing Company Limited” and “Eastern Manufacturing Private Limited” is one and the same entity which has entered into conversion agreement with Respondent no.7. Minor typographical errors in the nomenclature of the company cannot detract from the fact that the name, CIN number and address of Respondent no.1 has been clearly stipulated in the statutory documents forming part of records. The agreement dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mr. A.I.S. Cheema, Mr. Bansi Lal Bhat And Balvinder Singh For The Appellants : Mr. Arvind Kumar, Ms. Henna George, Advocates For The Respondents :Mr. Ashok Kumar Jain, Mr. Pankaj Jain, Mr. Ankit Kohli, Advocates And Mr. Gaurav Kejriwal, Mr. Atanu Mukherjee, Advocates JUDGMENT Bansi Lal Bhat, J This appeal has been preferred against order dated 3rd July, 2017 passed by National Company Law Tribunal, Kolkata in Company Petition No. 495 of 2012 whereby and whereunder NCLT, Kolkata (hereinafter referred to as the Tribunal ) has allowed the application being C. A. No. 448 of 2012 filed by Respondent no.7 deleting its name from array of parties. 2. C. A. No. 448 of 2012 came to be filed by Respondent no.7 when ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s that a Conversion Agreement had been fraudulently executed with the object of taking away the Conversion Agreement from premium in which the Appellants and their group had 53.40 percent shareholding to a concern where the Appellants had no stake. 5. On consideration of the respective stands adopted by the contesting parties learned Tribunal noticed that the Appellants had made a self-contradictory statement qua the Conversion Agreement which was entered into by Respondent no.7 with M/s Eastern Manufacturing Co. Ltd. whereas the Company Petition was filed by the Appellants against Eastern Manufacturing Pvt. Ltd and others. According to the learned Tribunal, the appellants, apart from a bare denial, failed to clear the stand which was se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s before the learned Tribunal, proceedings against Respondent no.7 could be justifiably scuttled on the ground that it had no link with Respondent no.1, therefore was liable to be struck out as being an unnecessary appendage. For determination of this question, it has to be borne in mind that in civil jurisprudence Plaintiff/Petitioner is the Dominus Litus and is entitled to array a person, juristic or otherwise, as a party defendant/ respondent, regard being had to the nature of the lis and the relief claimed therein. The court enjoys ample powers to add a proper or necessary party if inadvertently left out or strike out a defendant/ respondent whose arraignment is neither proper nor necessary for adjudication of the issues raised in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany Private Limited . In the notice issued for convening the Annual General Meeting of members on 28th September, 2006, the name and style of the Respondent no.1 is described as The Eastern Manufacturing Company Limited . Similar position emerges from notice regarding Annual General Meeting fixed for 28th September, 2007. From the Memorandum of Association of The Eastern Manufacturing Company Limited forming part of the record, it comes to fore that the Eastern Manufacturing Company Limited is an existing entity since 1929 with Indian Jute Shoe (1927) Limited being its forerunner. Perusal of the conversion agreement also brings it to fore that Respondent no. 1 and 7 entered into a conversion agreement with regard to Eastern Jute M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndent no.7 in pursuance of conversion agreement. At the time of arguments we clearly asked Counsel for Respondent no.7 - Are you in possession of the Company at the address given as of Respondent no.1? And the learned Counsel stated - Yes . Considering all this and stand taken by Appellants, deletion of Respondent no.7 from the array of respondents would prejudicially affect the Appellants. Moreover, the Appellants cannot be denied the opportunity to explain and establish that despite of difference in nomenclature, the company is one and the same. Nor can the Appellants be denied an opportunity to seek an amendment to rectify the error in the name and style of the Respondent no.1. The Tribunal overlooked the material facts. Viewed thus, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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