TaxTMI 
TaxTMI 
2021 (7) TMI 411
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.... ,Vasu Jayaprakash ,Ajit Kumar Balaraman ,Ajay Balaraman,Haridas Krishnan Kutty ,Mathew Pandakasalail Thomas [Justice Venugopal M] Member (Judicial) And [V. P. Singh] Member (Technical) For the Appellant : Mr. Bijoy P Pulipra, Practising Company Secretary JUDGMENT (VIRTUAL MODE) Justice Venugopal M (J) Preface: The Appellants have filed the present 'Appeal', on being aggrieved with the order dated 15.03.2021 passed by the National Company Law Tribunal, Kochi Bench, Kerala in CA/23/KOB/2021 in CP/21/KOB/2020. 2. The National Company Law Tribunal, Kochi Bench, Kerala while passing the impugned order in CA/23/KOB/2021 in CP/21/KOB/2020 on 15.03.2021 (filed by the Applicant/Intervenor under Rule 32 r/w Rule 11 of the National Company Law Tribunal Rules, 2016) among other things at paragraph 6 and 7 had observed the following: Para 6 - Section 424 of the Companies Act, 2013 stated that the Tribunal is guided by the principles of natural justice, which underlines 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 ....
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.... affairs of the 2nd Respondent/Company (1st Respondent in the main Company Petition) or in any other Respondent Company's viz Respondent No. 7, 8, 9, 10, 11 companies (Respondent No. 6. 7. 8. 9. 10 in the main Company Petition) in any manner whatsoever. 4. The Learned Counsel for the Appellants submits that the First Respondent/Applicant had failed to establish that how his rights as shareholder will get affected by any order that may be passed by the Tribunal CP No. 21/KOB/2020. 5. Advancing his arguments, the Learned Counsel for the Appellants urges before this Tribunal that the First Respondent/applicant is not a necessary party to effectually and completely adjudicate the contentions made in CP/21/KOB/2020 because of the fact that the First Respondent is not involved in the management of the affairs of the 2nd Respondent/Company (1st Respondent in the main Company Petition) in any manner and was never incharge of or responsible for the management of the operations 2nd Respondent/Company )(1st Respondent in the main Company Petition) or in any other Respondents companies i.e. Respondent No. 7.8.9.10.11 companies (Respondent No. 6.7.8.9,10) in the main Company Petition. 6. Exp....
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.... be considered by courts by adding a new party whose interest has no nexus to the subject matter of the suit. 11. The Learned Counsel for the Appellants points out the judgement of the Hon'ble Supreme Court in Mumbai International Airport V Regency Convention Centre (vide civil appeal No. 4900 /2010) wherein at paragraph 12 it is among other thing observed that .... In exercising its judicial discretion under Order 1 Rule 10(2) of the Code, the court will of course act according to reason and fair play and not according to whims and caprice. This Court in Ramji Dayawala & Sons (P) Ltd V Invet Import - 1981 (1) SCC 80, reiterated the classic definition of 'discretion' by Lord Mansfield in R V Wilkies - 1770 (98) ER 327, that 'discretion' when applied to courts of justice, means should discretion guided by law. It must be governed by rule, not by humour, it must not be arbitrary vague and fanciful, but legal and regular. 12. The Learned Counsel for the Appellants relies on the decision of the National Company Law Tribunal, Chennai Bench in John S Durai V The Church of South India Trust Association (CA/171/2019 and CP/2/2016) wherein it is held that the necessary and proper responde....
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....ppression or mismanagement. Continuing further, all the Petitioners in the main Company Petition are preference shareholders holding different lots of shares and the First and Third Respondent therein are the equity shareholders too. 16. According to the First Respondent/Applicant in CA 23/KOB/2021 in the main Company Petition 21/KOB/2020, the National Company Law Tribunal is not bound by the procedure enshrined under the 'Civil Procedure Code' as per section 424 of the Companies Act, 2013 by shall be guided by the principle of 'Natural Justice' which emphasises the need to hear all the interested parties and concerned in the issue (s) before the 'Tribunal' and may be affected by any order passed by it. 17. The Appellants as Petitioners had filed CP 21/KOB/2020 against the First Respondent/Applicant and 21 others (under section 241 and 242 of the Companies Act, 2013) on the file of National Company Law Tribunal, Kochi Bench, had claimed the relief of passing of an order by the 'Tribunal' in ordering the investigation in to the affairs of the First Respondent/Company, Six to Tenth Respondent companies under section 210 of the Companies Act, 2013 to identify the financial transacti....