2021 (3) TMI 817

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....nbsp;No appearance for R 22&23. ORDER This Company Appeal has been filed under Rule 32 read with Rule 11 of NCLT Rules, 2016 by Mr.C.Mohanan Pillai, who is one of the shareholders of Jatayupara Tourism Private Limited, (1st respondent in the Company Petition), to implead him as Additional Respondent No.23 in the Company Petition No. 21/KOB/2020 and all related Interlocutory Applications on the files of this Tribunal. 2. He has stated that he is a member holding 1,00,000 non-cumulative, non-participating convertible after 5 years 12% preference shares of Rs. 10/- each of the 1st respondent company. The company petition has been filed seeking various reliefs against Respondents 9 to 30 herein, not to further the interest of the 1st respond....

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....he affairs of the respondent No.1 company. The petitioners/respondents have referred to a decision of the Hon'ble Supreme Court in Kasturi Vs. Uyyamperumal an others - 2005 (6) SCC 733 to decide whether the applicant is a necessary party. No effective reliefs can be passed in the absence of a necessary party. NCLT Chennai Bench in the matter of John S.Dorai Vs.The Church of South India Trust Association (CA/171/2019 & CP/2/2016) held that necessary and proper respondent as per Section 241 of Companies Act, 2013 are the persons in the management of the affairs of the Company against whom any acts of oppression and mismanagement are complained of. Hence the applicant being only a shareholder who is not involved in the management of the compan....

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....lines the need to hear all parties interested and concerned in the issue before the Tribunal and may be effected by any order passed by the Tribunal. Hence the persons who are interested in the proceedings have necessarily to be impleaded to the proceedings. The prerogative to hear or not to hear a party depends on the court concluding as to whether he is proper person to be heard and that if the court is of the opinion that one should be heard for a proper adjudication in the issue before it, definitely he should be heard for which he should be made a party to such proceedings. The impleadment of the applicant herein as one of the respondents will not be likely to be effected in any manner the interests of the petitioners in the Company Pe....