2026 (2) TMI 1221 - AT - Companies Law

Amendment of parties to implead a necessary party permitted to secure adjudication on merits, with dismissal modified accordingly.

Application to amend the cause title to implead a necessary party was permitted, applying principles that amendments of parties should favour adjudication ... Amendment of pleadings and joinder of parties under Order I Rules 9, 10 and 13 CPC - Right to adjudication on merits as facet of Article 21 - Principles of natural justice guiding tribunals u/s 424 of the Companies Act, 2013 - Relief against dismissal for non joinder by allowing rectification of cause title - HELD THAT:- Though we are in agreement with the observation made by the Learned Tribunal in the impugned order dismissing the Company Petition due to the non-joinder of necessary parties, we are of the view that exclusively in the interest of justice and particularly in context of what has been observed by us in the light of Article 21 of the Constitution of India, the Appellant should have been granted an opportunity, to carry out necessary amendment in the cause title of the Company Petition pending before Learned Tribunal, qua the persons to be impleaded as the parties, as against whom he has sought the relief in the principle Company Petition. Since, we have to balance the equities and ensure that effective opportunity is provided to all the parties for enabling the lis to be decided on merits and more particularly owing to the amendment, which has been permitted by us to be carried, by adding the party to the proceedings, we make it clear that the decision taken in the earlier Company Appeal (AT) (CH) No. 147/2025, will not in any way create an impediment for the right of the Respondents to file their counter to the Company Petition, after the necessary amendment is carried by the Appellant, as directed by the today's order. Subject to the aforesaid, the Impugned Order would stand modified to the extent that, the Appellant is granted permission to carry out the amendment by impleading the necessary party, M/s. Al-Sami Food Exports Pvt Ltd, non- joinder of whom has resulted in the dismissal of the company petition itself. The necessary amendment is to be carried out by the Appellant, within a period of two weeks from today. Issues: (i) Whether dismissal of a company petition for non-joinder of a necessary party should be sustained where the appellant seeks leave to amend the cause title to implead the missing party.Analysis: The decision applies principles permitting amendment of parties to ensure disputes are adjudicated on merits rather than on hyper-technical grounds. The legal framework includes Order I Rule 9, Order I Rule 10(2) and Order I Rule 13 of the Code of Civil Procedure (procedural powers to add or strike out parties), the duty of tribunals under Section 424 of the Companies Act, 2013 to be guided by principles of natural justice and not be strictly bound by CPC procedures, and the protection of fundamental rights under Article 21 of the Constitution of India. In balancing equities the consequence of prior proceedings and any earlier procedural forfeitures was weighed against the need to allow effective adjudication between the rightful parties; therefore prejudice to respondents arising from prior procedural developments was addressed by permitting them to file their counter after the amendment.Conclusion: The appellant is permitted to amend the cause title to implead the necessary party within two weeks; the impugned order of dismissal for non-joinder is modified to that extent and the appeal is disposed of accordingly.