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2017 (12) TMI 1037 - AT - Companies LawRespondent no.7 liable to be struck out as being an unnecessary appendage - whether pending adjudication of Company Petition filed by the Appellants before the learned Tribunal, proceedings against Respondent no.7 could be justifiably scuttled on the ground that it had no link with Respondent no.1 - Conversion Agreement had been fraudulently executed with the object of taking away the Conversion Agreement from premium in which the Appellants and their group had 53.40 percent shareholding to a concern where the Appellants had no stake. Held that:- There is ample material on record to demonstrate that “The Eastern Manufacturing Company Limited” and “Eastern Manufacturing Private Limited” is one and the same entity which has entered into conversion agreement with Respondent no.7. Minor typographical errors in the nomenclature of the company cannot detract from the fact that the name, CIN number and address of Respondent no.1 has been clearly stipulated in the statutory documents forming part of records. The agreement dated 29th May, 2009 is relied upon by both parties in respect of their respective stands. The disputed agreement relates to Jute Mill of Respondent no.1 located at 1, Ali Hyder Road, Post Office Titagarh, 24 Parganas (North), West Bengal which is clearly and sufficiently identified. Respondent nos.1 and 7 have not come forward with an alternate location or address for the aforesaid Jute Mill. Appellants have alleged that the aforesaid Jute Mill has been transferred by Respondent no.1 to Respondent no.7 in pursuance of conversion agreement. At the time of arguments we clearly asked Counsel for Respondent no.7 - “Are you in possession of the Company at the address given as of Respondent no.1?” And the learned Counsel stated - “Yes”. Considering all this and stand taken by Appellants, deletion of Respondent no.7 from the array of respondents would prejudicially affect the Appellants. Moreover, the Appellants cannot be denied the opportunity to explain and establish that despite of difference in nomenclature, the company is one and the same. Nor can the Appellants be denied an opportunity to seek an amendment to rectify the error in the name and style of the Respondent no.1. The Tribunal overlooked the material facts. Viewed thus, we hold that Respondent no.7 is a necessary party. The finding recorded by the Tribunal in passing the impugned order cannot be supported. It being erroneous is liable to be set aside.
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