9911796707
TMI Blog2022 (5) TMI 86X X X X Extracts X X X X X X X X Extracts X X X X ..... rs through the Power of Attorney holder Mr. Vishok K.B, who are not parties to the Company Petition No. TCP/34/KOB/2019 against M/s. Vijaya Hospitality and Resorts Limitedseeking the following reliefs: ➢ to implead the petitioners as additional Respondents 15 and 16 in the above Company Petition. ➢ to permit the petitioners to file a counter affidavit in the above Company Petition in the interests of justice. 2. The petitioners are shareholders of the 1strespondent company in the above Company Petition but they are not parties to the Company Petition. The 1st respondent was incorporated on 03.11.1999 and later changed into a Public Limited Company. The authorized capital of the company is Rs. 22,00,00,000/- comprising of 2,20,00,000 /- equity shares of Rs. 10/- each. The paid-up share capital of the company is Rs.21,87,16,860/- comprising of 2,18,71,860/- equity shares of Rs. 10/- each. 3. The above Company Petition has been filed by the minority shareholders and directors of the 1st respondent company alleging oppression and mismanagement on the part of respondents 3 to 13 in the affairs of the 1st and 2nd respondent companies. It is submitted that originally t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anies(Share Capital and Debentures) Rules, 2014 and is against the directions issued by the NCLT. Section 62(1) ofthe Companies Act, 2013 mandates that the allotment of shares should be authorized by a special resolution and the price of the shares should be determined based on the Valuation Report prepared by a Registered Valuer. Rule 13 (3) of the Companies (Share Capital and Debentures) Rules 2014 provides that the price of shares or other securities be issued on preferential basis shall not be less than the price determined on the basis of valuation report of a registered valuer. The allotment of shares to the 3rd respondent was done without taking into consideration of these statutory provisions. 7. The applicants in such circumstances approached this Tribunal by filing CP/122/KOB/2019 challenging the allotment of 1,10,00,000 equity shares in favour of the 3rd respondent. This Tribunal allowed the petition vide order dated 10.03.2021 and thereby cancelled the allotment of 1,10,00,000 equity shares of the 3rd respondent and ordered rectification of register accordingly. As per the last Annual Report of the 1st respondent company, the total shareholding of the 3rd respondent is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are being examined by the Hon'ble National Company Law Appellate Tribunal and the Petitioners cannot on their own maintain a separate application for oppression and mismanagement on the same ground before this Hon'ble Tribunal as they do not have the sufficient locus standi to maintain a separate application under Section 241 of the Companies Act, 2013. 11. Respondents 4,8,9,10 & 11 filed their reply together and stated that the Company Petition No. TCP/34/KOB/2019 was filed in June 2019 and the present application for impleading the applicants herein about 3 years after the filing of TCP/34/KOB/2019 may not be allowed. Moreover, the applicants are only shareholders of the company and that they are not directors. Findings: 12. We have heard the learned counsel Shri. B Vinod for the applicants and Shri. George G Poothicote for R1 &R2 and Shri. P.P Zibi Jose for R4 & R8-R11 through Video Conferencing. This application has been filed by two shareholders for their impleadment as additional respondents in Company Petition No. TCP/34/KOB/2019 which has been filed during 2019 and since the pleadings are complete, the matter is in the list for final hearing. At this belated stage, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... party' is a person who should have joined and without whom no order can be passed in an efficacious and effective manner. However, a 'proper party' is one without whom no effective order can be passed, but whose presence is very much essential for a complete and ultimate decision of the issue/ controversies revolving/centering around the 'proceedings' in a given case. 16. On the basis of the documents produced and submissions of the applicants, we are of the considered opinion that the applicants have to establish how their rights as a shareholder will get affected by any order that may be passed by the Tribunal in TCP/34/KOB/2019. This Tribunal place reliance on the decision in Firm of Mahadeva Rice and Oil M ills v. Chennimalai Gounder MANU/TN/0 192/1968: AIR 1968 Madras 287, wherein the Hon'ble Madras High Court, inter-alia observed that meticulous care to be taken to avoid to adding of a party if it is intended merely to rouse to ventilate certain other grievances of one or the other of the parties on records which is neither necessary or expedient to be considered by the Court in the pending litigation. Added further, it is observed that it should always be remembered th ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
