2016 (11) TMI 1694

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....16. The application has been filed by M/s.Nair Service Society Karayogam, Kodal Nadakkavu [for short "NSS Karayogam"] 2. R1. in the Company Application is the Respondent/Petitioner in the company petition and R2 to R7 are respondents both in the C.A. and C.P. The Application inter alla states that the applicant still holds 520 equity shares of Rs. 100/- each in the R2 company. It has been stated that the company petition deals with shareholding and alleged share transfers of the applicant and therefore the applicant is a just and necessary party to the company petition, because the applicant/s shares are falsely claimed to be transferred and the applicant would be a necessary party to testify the same. The applicant has raised an issue t....

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.... indicate that two denominations, one with 150 shares and another with 100 shares held by NSS Karayogam stood transferred in favour of Shri K.Purushothaman and Shri P.Krishnan Kutty respectively w.e.f. 22.10.2008. Annual General Meeting has been convened on 30.09.2009. The Annual Return for the year 2009 [at Page 41] supports the fact that the said shares have been translerred by NSS Karayogam to the persons mentioned above. 4. For the purpose of determining as to whether or not the applicant is a necessary or proper party it is necessary to know the nature of the Company petition that has been filed under Sections 397 and 398 of the Companies Act, 1956 and the prayer made therein, it may briefly be stated that the challenge made in the ....

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....t of Shri Madhavan Kutty Nair and three others as directors of the company is illegal and void ab initio. (e) To declare that Form No.32 filed by Shri Madhavan Kutty Nair for appointment of himself and three other persons as directors are null and void.   (f) To declare that Form No.32 filed for the removal of' the petitioner from the directorship of the company is null and void. (g) To pass an order directing the ROC to delete the said Form No.32 filed for the purpose of appointing Shri Madhavan Kutty Nair and three others as directors of the company (h) To pass an order directing the ROC to delete the said Form No.32 filed for the purpose of removing the petitioner as director of the company. 6.....

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....and cannot be compelled to sue a person against whom he does not seek any relief.   Therefore, a person who is not a party has no right to get impleaded against the wishes of the petitioner. However, this is subject to Order 1, Rule 10 of the Civil Procedure Code, 1908 under which there is a reference to the necessary or proper party. It is a settled legal position that the Respondent against whom the relief claimed is either a necessary party or proper party. The necessary party is such without whom no order can be effectively made. Whereas the proper party is that in whose absence an effective order can be made but whose presence is necessary for a complete and final decision of the issues involved in the proceedings. In this conn....