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2021 (12) TMI 194 - Tri - Companies LawPrayer for substitution of Respondent No. 4, Late Provat Kumar Mitra with his legal heirs, Mr. Shantanu Mitra and Ms. Sharmistha Musgrave as Respondents No. 4A and 4B - death of Respondent No. 4 and impleadment of the legal heirs of the Respondent No. 4 - Rule 53 of the National Company Law Tribunal Rules, 2016 - HELD THAT - The most relevant fact that is to be considered is that this has been a family company, and that each branch of the family was always represented in the company. The legal principles embodied in Order XXII CPC and its Rules have to be applied keeping this fact in view. When the time comes for pronouncement of final orders in the matter, it is better that each branch of the family is represented, so as to obviate any scope for arguments that the orders were passed without some party being given an opportunity to take part in these proceedings. These observations are provisional in so far as the status of the company as a family company are concerned. At this present point of time, no prejudice shall be caused to anyone if the impleadment application is allowed - Application is thus allowed.
Issues Involved:
1. Substitution of deceased Respondent No. 4 with his legal heirs. 2. Applicability of Rule 53 of the National Company Law Tribunal Rules, 2016. 3. Objections to the substitution by Respondents No. 13 and 14. 4. Legal principles under Order XXII of the Civil Procedure Code, 1908. 5. Status and representation of the family company. 6. Right to sue and the necessity of impleadment. Issue-wise Detailed Analysis: 1. Substitution of deceased Respondent No. 4 with his legal heirs: The application (C.A. No. 77/KB/2021) was filed by Petitioner No. 3 to substitute the deceased Respondent No. 4 with his legal heirs, Mr. Shantanu Mitra and Ms. Sharmistha Musgrave, as Respondents No. 4A and 4B. The petitioner argued that Rule 53 of the National Company Law Tribunal Rules, 2016 allows for such substitution during the pendency of legal proceedings. 2. Applicability of Rule 53 of the National Company Law Tribunal Rules, 2016: The petitioner cited Rule 53, which provides for the substitution of legal representatives of deceased persons within the period of limitation. The rule is designed to ensure that legal proceedings can continue without abatement due to the death of a party. 3. Objections to the substitution by Respondents No. 13 and 14: Respondents No. 13 and 14, represented by Mr. Joy Saha, objected to the substitution on several grounds: a. No relief was sought against Respondent No. 4, and his absence would not hinder the adjudication of the case. b. The legal heirs had not filed any application for impleadment. c. The company had no business since 2000, making the allegations of oppression and mismanagement irrelevant. d. The company had been struck off from the register of companies. e. There was no authority on record to represent the daughter of Respondent No. 4. 4. Legal principles under Order XXII of the Civil Procedure Code, 1908: Mr. Joy Saha referenced Order XXII of the CPC, which outlines the procedures for substitution in case of death of a party. He argued that the right to sue does not survive against Respondent No. 4, as the acts of oppression and mismanagement were directed against the individual and not his estate. 5. Status and representation of the family company: The court noted that the company was a family company, with each branch of the family represented. This fact was crucial in deciding the substitution, as the representation of each family branch was necessary for a fair adjudication of the case. 6. Right to sue and the necessity of impleadment: The court considered that no prejudice would be caused by allowing the substitution and that it was essential for the final adjudication. The legal heirs of Respondent No. 4 were deemed necessary and proper parties to the proceedings. Conclusion: The court allowed the application for substitution, recognizing the importance of representing each branch of the family in the proceedings. The legal heirs of Respondent No. 4 were impleaded as Respondents No. 4A and 4B. The court directed the necessary amendments to be made to the petition and scheduled the next hearing for the main T.P. No. 455/KB/2019 on 17.12.2021.
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