Interlocutory joinder in company oppression proceedings is not an appealable judgment, and CPC party addition applies where not excluded.

An interlocutory order in a petition under sections 397 and 398 of the Companies Act, 1956, allowing interested shareholders to be added and transposing the original petitioner, did not finally determine any substantive right or liability and was therefore not a judgment appealable under clause 15 of the Letters Patent. The company court also had power to apply Order 1 Rule 10 of the Code of Civil Procedure, 1908, read with the Companies (Court) Rules, 1959, because no provision of the Act or Rules excluded such procedural joinder. The added shareholders were properly joined to enable effective adjudication and avoid multiplicity of proceedings.

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Issues: (i) Whether an order allowing interested shareholders to be added as parties and transposing the original petitioner in a proceeding under sections 397 and 398 of the Companies Act, 1956 was a judgment appealable under clause 15 of the Letters Patent. (ii) Whether the company court had power to apply the Code of Civil Procedure, 1908 and the Companies (Court) Rules, 1959 to add or transpose parties in such a proceeding.

Issue (i): Whether an order allowing interested shareholders to be added as parties and transposing the original petitioner in a proceeding under sections 397 and 398 of the Companies Act, 1956 was a judgment appealable under clause 15 of the Letters Patent.

Analysis: The order under appeal did not determine any substantive right or liability of the parties in the main petition. It was a procedural step taken to enable the main application to proceed and left all defences, including limitation, competency, and maintainability, open for decision at the hearing of the petition. An order of this kind, passed under Order 1 Rule 10 of the Code or in exercise of inherent powers, did not finally affect the rights of the appellant and therefore did not satisfy the test of a judgment within the meaning of clause 15.

Conclusion: The order was not appealable as a judgment under clause 15 of the Letters Patent and the appeal on that ground failed.

Issue (ii): Whether the company court had power to apply the Code of Civil Procedure, 1908 and the Companies (Court) Rules, 1959 to add or transpose parties in such a proceeding.

Analysis: Proceedings under sections 397 and 398 are governed by the Companies Act and the Companies (Court) Rules, and, where not excluded, the procedural provisions of the Code of Civil Procedure apply by virtue of section 141 of the Code and the rule-making scheme under section 643 of the Companies Act, 1956. Nothing in the Act or the Rules barred addition of necessary or interested parties. Rule 88(2) restrained withdrawal without leave, and Order 1 Rule 10 empowered the court to add a person whose presence was necessary to effectively adjudicate the issues and to avoid multiplicity of proceedings. The respondents, being shareholders whose names had been directed to be entered in the register, were properly joined as petitioners.

Conclusion: The company court had the power to add and transpose the parties, and the exercise of that power was justified.

Final Conclusion: The appeal challenging the interlocutory order of addition and transposition of parties failed, and the impugned order was upheld.

Ratio Decidendi: An interlocutory order adding or transposing parties in a proceeding under sections 397 and 398 of the Companies Act, 1956, which does not finally determine any substantive right or liability, is not a judgment appealable under clause 15 of the Letters Patent, and the company court may apply Order 1 Rule 10 of the Code of Civil Procedure, 1908 where not excluded by the Act or the Rules.

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