Necessary-party test governs impleadment of alleged beneficiaries in oppression and mismanagement proceedings, with participation deferred absent proven necessity.

Impleadment in an oppression and mismanagement petition depends on whether a proposed party is necessary for effective adjudication. Entities alleged to have benefited from diversion of company funds or business were independent, not subsidiaries, and had not been shown to have colluded with the existing respondent. Their alleged beneficiary status alone did not establish that their presence was necessary, particularly as pleadings were complete and the alleged misconduct against the existing respondent remained to be proved. Their impleadment was therefore deferred at this stage, while leaving open the possibility of adding them at final hearing if required for effective adjudication.

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Issues: Whether the proposed entities alleged to have benefited from diversion of the company's funds and business were required to be impleaded at the advanced stage of an oppression and mismanagement petition.

Analysis: Impleadment is governed by the necessary-party test: a person should be added only where effective adjudication cannot be made in that person's absence. The principal allegations in the company petition concerned the conduct of the existing respondent. The proposed entities were independent entities, were not subsidiaries of the company, and no evidence had established their collusion with the existing respondent. Their alleged status as beneficiaries of the impugned conduct did not make them necessary parties, particularly when the pleadings in the main petition were complete and the alleged misconduct remained to be established against the existing respondent. The need for their participation was appropriately left open for consideration at the final hearing if it became necessary for effective adjudication.

Conclusion: The proposed entities need not be impleaded at this stage; the appellant's request for their impleadment was rightly deferred, with the question remaining open if necessity arises during final hearing.

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