TMI Blog1998 (7) TMI 705X X X X Extracts X X X X X X X X Extracts X X X X ..... d in this suit? 2.1 The plaintiff filed a suit seeking a mandatory injunction directing defendant Nos.2 and 3 to make necessary amendments in the Articles of Association in accordance with the requirement of promoters agreement dated 29th June 1993 , a declaration that the resolution at item No. 9 passed by the Board of Directors of defendant No.1 in its 27th meeting held on 14th November 1995 is illegal and ultra virus the promoter agreement dated 29th June 1993 and parties were still bound by the promoters dated 29th June, 1993 and further seeking a declaration that Dr. A.V. Mohan Rao and Mr. Brij Bhartelly are and continue to be members of the Board of Directors of defendant No.1 on behalf of the plaintiff and also Mr. C.P. Jain, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 377; 190 crores and debt equity ratio that has been turned topsy turvy by the defendants. The defendant No.1 is not ready to issue further shares to the plaintiff. The impleadment of proposed defendants No. 4 and 5 namely IDBI head office as well as Hyderabad Branch office would enable this court to effectually and completely adjudicate upon and settle all the questions involved in this suit especially the question of safeguarding the public money invested by the financial institutions. No relief is being sought against IDBI by the plaintiff. The proposed defendants No. 4 and 5 are one and the same persons and they cannot be treated separately. 2.3 It is contended by the learned counsel for the plaintiff that the plaintiff has a dominus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oters in respect of the projects financed by them. The promoters agreement has been overtaken by events and with the consent of the parties and their conduct, becomes infructuous. Several new shareholders including foreign collaborators have taken substantial share in the company in the last five years, as is borne out by the Board Resolution. Therefore, no relief can be granted to the plaintiff whereby all the allotments made to various new shareholders are nullified. IDBI is already represented on the Board of Directors of the defendant NO.1. It is also not the case of IDBI that its loans to the company are prejudiced or exposed to any risk in any manner. 5. Shri Prashant Bhushan, learned counsel for defendant No.3 NTPC submits that he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oned or that there has been any failure to make any payments due to it. Nor it is the case of the IDBi that its loan to the company are prejudiced or exposed to any risk in any manner whatsoever. 7. To be joined as a party, a person must have a legal interest recognised in law in the subject matter of the proceedings. A person is legally interested is the answer to the question in issue may curtail his legal rights. It is not sufficient that the person has a commercial interest and is likely to be affected in his pocket by a decision one way or the other. If all the persons having commercial interest are added as a party, then every creditor would be required to be made a party in a suit like the present one and it would make litigation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er the promoters agreement to IDBI could be just a piece of admission of defendant which does not involve IDBI directly or indirectly in the subject matter of the suit. 9.1 In I.G. Farbenindustrie Vs. A.G. Agreement, (1942) 2 All ER 525 Lord Green M.R. observed: With all respect to Mortors J., I do not find anything in the rules which entitled the court to add for its own convenience a party having a mere commercial interest in the subject matter of the suit, but no legal interest in it at all. 9.2 In Amon Vs. Raphael Tuck Sons Limited, (1956) 1 All ER 273 C D) Denlin J. observed as under: It is not enough that the intervener should be commercially or indirectly interested in answer to the question; ; he must be directly ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e taken to avoid the adding of a party when the addition is intended merely as a ruse to ventilate certain other grievances of one or the other of the parties on record which is neither necessary or expedient to be considered by the Court in the pending litigation; and (5) It should always be remembered that considerable prejudice would be caused to the opposite party when irrelevant matters are allowed to be considered by Courts by adding a new party whose interest has no nexus to the subject-matter of the suit. 11.2 Applying all the five tests, it does not appear that in the present matter, IDBI has any substantive legal interest in questions arising and involved in the suit, which cannot be decoded without IDBI making a party. Of cou ..... X X X X Extracts X X X X X X X X Extracts X X X X
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