Bookmark
PDF
Share
CaseIQ

P J MATHEWS v. C MOHANAN PILLAI

National Company Law Appellate Tribunal

Jul 7, 2021

Judgment

CaseIQ

Smart Summary (Beta)

Factual and Procedural Background

The appellants filed an appeal challenging the order dated 15.03.2021 passed by the National Company Law Tribunal (NCLT), Kochi Bench, Kerala in CA/23/KOB/2021 in CP/21/KOB/2020. The impugned order arose from an application filed under Rule 32 read with Rule 11 of the NCLT Rules, 2016, seeking impleadment of Mr. C. Mohanan Pillai as an additional respondent in the Company Petition alleging mismanagement and oppression under sections 241 and 242 of the Companies Act, 2013. The NCLT allowed the application, holding that the applicant was a necessary party given his status as a shareholder and the nature of allegations in the Company Petition, but rejected his impleadment in all related interlocutory applications. The appellants challenged this order before the National Company Law Appellate Tribunal (NCLAT).

Legal Issues Presented

Whether the First Respondent/Applicant is a necessary and proper party to be impleaded in Company Petition No. 21/KOB/2020 under sections 241 and 242 of the Companies Act, 2013.
Whether the impugned order allowing impleadment of the First Respondent/Applicant as Additional Respondent No. 23 is legally tenable.
Whether the First Respondent/Applicant’s rights as a shareholder would be affected by any order passed in the Company Petition.
The scope and exercise of judicial discretion by the Tribunal in impleading parties under Rule 32 read with Rule 11 of the NCLT Rules, 2016 and principles of natural justice under section 424 of the Companies Act, 2013.

Arguments of the Parties

Appellants' Arguments

The impugned order is bad in law and liable to be set aside as the First Respondent/Applicant is not involved in the conduct or management of the affairs of the main respondent company or other respondent companies in the petition.
The First Respondent/Applicant failed to establish how his rights as a shareholder would be affected by any order passed in the Company Petition.
The First Respondent/Applicant is neither a necessary nor a proper party for effective adjudication as he has no involvement in management or operations of the respondent companies.
The impugned order contradicts the object of petitions under sections 241 and 242 of the Companies Act and may lead to protracted litigation.
Relied on Supreme Court decisions (Kasturi v Uyyamperumal, Razia Begum v Anwar Begum, Mumbai International Airport v Regency Convention Centre) and Madras High Court decision (Mahadeva Rice and Oil Mills v Chennimalai Gounder) to argue the tests and judicial discretion for impleading parties.
Contended that only persons involved in management against whom acts of oppression or mismanagement are alleged should be impleaded as necessary parties.

First Respondent/Applicant's Arguments

The First Respondent/Applicant averred being a shareholder of the 9th Respondent company and associated with the eco-tourism project from its inception, having a significant interest in protecting the project.
He holds 100,000 non-cumulative, non-participating, convertible preference shares in the 9th Respondent company.
The NCLT is guided by principles of natural justice under section 424 of the Companies Act, 2013, which requires hearing all interested parties who may be affected by orders passed.
Argued that the appellants are similarly circumstanced shareholders and have not raised specific grievances against him.
Asserted that the Tribunal has discretion to implead any person concerned with the affairs of the company where their presence is necessary for effective adjudication.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Kasturi v Uyyamperumal & Ors, (2005) 6 SCC 733	Tests for determining whether an individual is a necessary party: (a) Right to relief against such party, (b) No effective decree can be passed without such party	Used to evaluate whether the First Respondent/Applicant is a necessary party in the proceedings
Razia Begum v Anwar Begum, AIR 1958 SC 856	Judicial discretion in addition of parties under Order 1 Rule 10 CPC, considering facts and circumstances	Referred to emphasize the discretionary nature of impleadment and its limits
Mahadeva Rice and Oil Mills v Chennimalai Gounder, AIR 1968 Madras 287	Caution against adding parties merely to ventilate unrelated grievances causing prejudice	Applied to caution against unnecessary impleadment and prejudice to parties
Mumbai International Airport v Regency Convention Centre, Civil Appeal No. 4900/2010	Judicial discretion under Order 1 Rule 10(2) CPC must be guided by law, reason, and fair play	Used to underline the legal standard governing the Tribunal’s discretion in impleading parties
Ramji Dayawala & Sons (P) Ltd v Invet Import, 1981 (1) SCC 80	Definition of discretion in judicial context as one governed by law and not arbitrariness	Supported the principle that discretion must be exercised legally and regularly

Court's Reasoning and Analysis

The Tribunal’s order was grounded on section 424 of the Companies Act, 2013, which mandates that the Tribunal be guided by principles of natural justice, requiring hearing of all interested parties who may be affected by its orders. The Tribunal observed that the First Respondent/Applicant was a shareholder of the 9th Respondent company and that allegations of mismanagement and oppression were made in the Company Petition. Given these facts, the Tribunal concluded that the applicant’s presence was necessary for effective adjudication, as no effective order could be passed without him. The Tribunal also noted that impleadment is procedural and within its judicial discretion, which must be exercised based on facts and circumstances, not on arbitrary grounds. The Tribunal rejected the contention that the applicant was not a necessary party and distinguished between substantive rights and procedural requirements, emphasizing the need to avoid multiplicity of proceedings. The appellate Tribunal upheld this reasoning, finding that the applicant’s status as a shareholder concerned with the affairs of the company and the nature of the allegations justified his impleadment. The appeal was thus found to be devoid of merit.

Holding and Implications

The National Company Law Appellate Tribunal dismissed the appeal filed by the appellants challenging the impleadment of Mr. C. Mohanan Pillai as Additional Respondent No. 23 in Company Petition No. 21/KOB/2020. The Tribunal held that the impugned order of the NCLT was legally tenable and consistent with the principles of natural justice and judicial discretion under the Companies Act, 2013. The direct effect of this decision is that the First Respondent/Applicant remains a party to the Company Petition, ensuring comprehensive adjudication of the allegations of mismanagement and oppression. No costs were awarded, and the stay application was closed. The decision does not set a new precedent but reaffirms the established legal principles governing impleadment of parties in company law proceedings.

Show all summary ...

Comp App (AT) (CH) No.22 of 2021 Page | 1

NATIONAL COMPANY LAW APPELLATE TRIBUNAL, CHENNAI

(APPELLATE JURISDICTION)

Company Appeal (AT) (CH) No. 22 of 2021 (Under Section 421 of Companies Act, 2013) (Arising out of Impugned Order dated 15.03.2021 in CA/23/KOB/2021 in CP/21/KOB/2020 under Rule 32 read with Rule 11 of the National Company Law Tribunal Rules, 2016 passed by the Hon'ble National Company Law Tribunal, Kochi Bench, Kerala)

In the matter of:

1. P. J. Mathews

Nedumchira Thottathil, Adichanalloor P.O, Kollam-691573. …Appellant No.1

2. Davidson Vattupparampil George

Vattupparampil House, Mammoodu P. O,

Changanassery, Kottayam, Kerala-686553. Represented by Mr. P J Mathews, The Power of Attorney Holder …Appellant No.2

3. Panicker Praveen Raj Gopi

7A, Royal Heights, Opposite NSS College, NF Gate Road, Tripunithura, Ernakulam, Kerala 682301.

Represented by Mr. P J Mathews, The Power of Attorney Holder …Appellant No.3

4. Jayalal Balarajan

Kurathathusseril House, Pathiyoor P O,

Bhagavathipadi, Alappuzha, Kerala 690552.

Represented by Mr. P J Mathews, The Power of Attorney Holder …Appellant No.4

5. Dennis Lavin Noronha

B-5, Marve Queen-1, 1^stFloor, Kharodi, Near Jurassic Park Restaurant,

Marve Road, Malad West, Mumbai-400095. Represented by Mr. P J Mathews, (Power of Attorney Holder) …Appellant No.5

6. Jones Mathews

Nedumchira Thottathil, Adichanalloor P.O, Kollam-691573.

Represented by Mr. P J Mathews, (Power of Attorney Holder) …Appellant No.6

7. Juanita Joseph Thoduparambil

7/11, Assisi Nagar, P.L. Lokhande Marg, Chembur, Mumbai - 400043

Represented by Mr. P J Mathews, (Power of Attorney Holder) …Appellant No.7

8. Lalkumar Somarajan

APD No.5a, Cordial Casilda, Kochulloor, Medical College P.O., Ulloor Kerala - 695 011

Represented by Mr. P J Mathews, (Power of Attorney Holder) …Appellant No.8

1. C. Mohanan Pillai … Respondent No.1

Krishna Priya, Podiyattuvila P.O. Valakom, Kollam - 691 532

2. Jatayupara Tourism Private Limited … Respondent No.2

CIN:U63040KL2014PTC037707

Jatayu Earth's Center Jatayu Junction Chadayamangalam Kollam KL 691534 IN

3. Rajeev Vidyadharan alias Rajeev Anchal … Respondent No.3

Guruchandrika, Snehapuram, Santhigiri P.O. Koliyacode Village, Keezhthonnakkal Thiruvananthapuram 695 589 KL IN

4. Padmajan Rajeev … Respondent No.4

12/600 (18/799), Guruchandrika Santhigiri-P. O, Pothencode, Trivandrum 695 589 KL IN

5. Gargi Rajeev … Respondent No.5

600(18/799), Guruchandrika, Santhigiri P.O, Thiruvananthapuram 695 589 KL IN

6. Padmam Mavilaveedu Sahadevan alias Shaji Rajeev …Respondent No.6

12/600 (18/799), Guruchandrika Santhigiri-P.O, Pothencode, Trivandrum 695 589 KL IN

7. Guruchandrika Builders and Property Private Limited … Respondent No.7

CIN: U70101KL2010PTC026835

Jatayu Earth's Center Jatayu Junction, Chadayamangalam Kollam KL 691534 IN

8. Jatayupara Adventure Tourism Private Limited … Respondent No.8

CIN: U63040KL2014PTC035795

Jatayu Earth's Center Jatayu Junction, Chadayamangalam Kollam KL 691534 IN

9. Jatayu Sculpture and Museum Private Limited … Respondent No.9

CIN: U63040KL2011PTC028354

Jatayu Earth's Center Jatayu Junction, Chadayamangalam Kollam, KL 691534 IN

10. Guruchandrika Studios Private Limited … Respondent No.10

CIN: U74999KL2017PTC051110

Anugraham, TC 15/601, Plot No. 51, Udarasiromani Road, Vellayambalam, Thiruvananthapuram KL 695010 IN

11. Unique Caves Private Limited … Respondent No.11

CIN: U63040KL2012PTC030706

Jatayu Earth's Center Jatayu Junction, Chadayamangalam Kollam, Kerala 691534

12. P R Narayanan Nair … Respondent No.12

Gokulam A-18, Tennis Club Enclave, Kowdiar , Trivandrum, 695003

13. The State of Kerala … Respondent No.13

Represented by the Chief Secretary, Government Secretariat,

Thiruvananthapuram-695001.

14. Director, Eco - Tourism … Respondent No.14

Department of Tourism, Government of Kerala, Park View, Thiruvananthapuram, Kerala, India-695 033.

15. Prince N Ravi … Respondent No.15

Chartered Accountant, GSPU & Associates, TC 12/1443(2), First Floor, Syam Scion, PMG - law College Road, Vikas Bhavan P.O, Trivandrum 695033.

16. Sajee P Nair … Respondent No.16

Sree Sankaram, First floor KRA 74, Opp. Kaithamukku P O, Athanilane, Thiruvananthapuram, Kerala - 695024

17. Rajeev Bhaskaran … Respondent No.17

Thulasi Bhavan, Chadayamangalam Kollam Kerala 691534,

India.

18. Krishnan Koodacheri … Respondent No.18

Sree Krishna House, Cherusseri Nagar Pallikulam, Chirakkal P.O Kannur, Kerala - 670001, India.

19. Vasu Jayaprakash … Respondent No.19

Ariyannur House, Kaitha South Kannamangalam, Chettikulangara, Mavelikkara Alappuzha, Kerala - 690106,

India.

20. Ajit Kumar Balaraman … Respondent No.20

4 B 29 Unity Apartment, BAF Hira Nagar, Kharodi Marve Road, Near Fire Station, Malad(West) Mumbai - 400095 MH IN

21. Ajay Balaraman … Respondent No.21

4 B 29 Unity Apartment, BAF Hira Nagar, Kharodi Marve Road, Near Fire station Malad(West) Mumbai - 400095 MH IN

22. Haridas Krishnan Kutty … Respondent No.22

Rarath House Peruvemba P.O Palakkad Kerala - 678531

23. Mathew Pandakasalail Thomas … Respondent No.23

Pandakasala, Kampamkodu Vayakkal P.O Valakom, Kollam, Kerala - 691532, India.

Present

For Appellant : Mr. Bijoy P Pulipra, Practising Company Secretary

JUDGMENT

(VIRTUAL MODE)

Justice Venugopal M(J) Preface:

The Appellants have filed the present 'Appeal', on being aggrieved with the order dated 15.03.2021 passed by the National Company Law Tribunal, Kochi Bench, Kerala in CA/23/KOB/2021 in CP/21/KOB/2020.

2. The National Company Law Tribunal, Kochi Bench, Kerala while passing the impugned order in CA/23/KOB/2021 in CP/21/KOB/2020 on 15.03.2021 (filed by the Applicant/Intervenor under Rule 32 r/w Rule 11 of the National Company Law Tribunal Rules, 2016) among other things at paragraph 6 and 7 had observed the following:

Para 6 - Section 424 of the Companies Act, 2013 stated that the Tribunal is guided by the principles of natural justice, which underlines the need to hear all parties interested and concerned in the issue before the Tribunal and may be effected by any order passed by the Tribunal. Hence, the persons who are interested in the proceedings have necessarily to be impleaded to the proceedings. The prerogative

to hear or not to hear a party depends on the court concluding as to whether he is proper person to be heard and that if the court is of the opinion that one should be heard for a proper adjudication in the issue before it, definitely he should be heard for which he should be made a party to such proceedings. The impleadment of the applicant herein as one of the respondents will not be likely to be effected in any manner the interest of the petitioners in the Company Petition, and that the contention of the Petitioners in the CP/respondents 1 to 8 herein that the applicant herein is not a 'necessary party' cannot be accepted. The averment in the application that the applicant is a shareholder of the 1^strespondent company has not been refuted by the respondents 1 to 8 (Petitioners). The balance of convenience is in favour of the applicant, as by impleading the applicant herein, no serious prejudice will be caused to the Petitioners. Moreover, as the Petitioners in the CP alleged mismanagement and oppression in the Company, this Tribunal is of the opinion that the applicant is a necessary party to the proceedings pending before this Tribunal as CP No.21/KOB/2020.

Para 7. In view of the aforesaid discussions, CA/23/KOB/2021 is allowed and the applicant herein Mr. C. Mohanan Pillai residing at Krishna Priya, Podiyattuvila PO, Valakom, Kollam - 691532 is impleaded as Additional Respondent No. 23 in the Company Petition No.21/KOB/2020. However, the prayer to implead him in all related Interlocutory Applications is rejected, for the reason that such a prayer cannot be accepted by this Tribunal, because a person seeking impleadment may be impleaded in a Petition in which he is sought to be impleaded ant any other Petition".

and directed the 'Registry' to make necessary impleadmemt in the CP No. 21/KOB/2020 and directed the Respondent therein to file counter to the main Company Petition within two weeks etc.

Appellants' Contentions:

3. Questioning the allowing the CA/23/KOB/2021 in CP No.21/KOB/2020 passed by the National Company Law Tribunal, Kochi Bench, Kerala on 15.03.2021 the Learned Counsel for the Appellants submits that the 'impugned order' is bad in law and the same is liable to be setaside because of the fact that the First Respondent/Applicant is not involved in the conduct and the management of the affairs of the 2^ndRespondent/Company (1^stRespondent in the main Company Petition) or in any other Respondent Company's viz Respondent No. 7, 8, 9, 10, 11 companies (Respondent No. 6. 7. 8. 9. 10 in the main Company Petition) in any manner whatsoever.

4. The Learned Counsel for the Appellants submits that the First Respondent/Applicant had failed to establish that how his rights as shareholder will get affected by any order that may be passed by the Tribunal CP No. 21/KOB/2020.

5. Advancing his arguments, the Learned Counsel for the Appellants urges before this Tribunal that the First Respondent/applicant is not a necessary party to effectually and completely adjudicate the contentions made in CP/21/KOB/2020 because of the fact that the First Respondent is not involved in the management of the affairs of the 2^ndRespondent/Company (1^stRespondent in the main Company Petition) in any manner and was never incharge of or responsible for the management of the operations 2^ndRespondent/Company )(1^st Respondent in the main Company Petition) or in any other Respondents companies i.e. Respondent No. 7.8.9.10.11 companies (Respondent No. 6.7.8.9,10) in the main Company Petition.

6. Expatiating his submissions, the Learned Counsel for Appellants contends that the First Respondent had failed to establish a subsisting, defined, direct and

substantive interests in the litigations, which interests is either legal or equitable and which right is cognisable in Law.

7. The Learned Counsel for the Appellants projects a legal argument that the impugned order passed by the 'Tribunal' is against the very object of projecting the Petition under section 241 and 242 of the Companies Act, 2013 and it will result in a protracted litigation.

Appellants Decisions:

8. The Learned Counsel for the Appellants refers to the decision of Hon'ble Supreme Court in Kasturi V Uyyamperumal & Ors reported in (2005) 6 SCC 733 wherein it is observed that the following tests are required to be fulfilled to decide whether an individual is a necessary party.

(a) There must be a right to some relief against such party in respect of the allegations involved in the proceedings

(b) No effective decree can be passed in the absence of such party

9. The Learned Counsel for the Appellants adverts to the decision of Hon'ble Supreme Court in Razia Begum V Anwar Begum AIR 1958 SC 856 wherein at paragraph 43 it is observed as under:

(1) That the question of addition of parties under r .10 of the Code of Civil Procedure, is generally not one of initial jurisdiction of the court, but of a judicial discretion which has to be exercised in view of all the facts and circumstances of a particular case, but in some cases, it may raise controversies as to the power of the court, in contradistinction to its inherence jurisdiction, or, in other words, of jurisdiction in the limited sense in which it is used in s. 115 of the Code.

10. The Learned Counsel for the Appellants adverts to the decision of the Hon'ble Madras High Court in the Firm of Mahadeva Rice and Oil Mills v

Chennimalai Gounder AIR 1968 Madras 287 wherein it is inter-alia observed that meticulous care to be take 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 that considerable prejudice would be caused to the opposed party when the 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. The Learned Counsel for the Appellants points out the judgement of the Hon'ble Supreme Court in Mumbai International Airport V Regency Convention Centre (vide civil appeal No. 4900 /2010) wherein at paragraph 12 it is among other thing observed that …. In exercising its judicial discretion under Order 1 Rule 10(2) of the Code, the court will of course act according to reason and fair play and not according to whims and caprice. This Court in Ramji Dayawala & Sons (P) Ltd V Invet Import - 1981 (1) SCC 80, reiterated the classic definition of 'discretion' by Lord Mansfield in R V Wilkies - 1770 (98) ER 327, that 'discretion' when applied to courts of justice, means should discretion guided by law. It must be governed by rule, not by humour, it must not be arbitrary vague and fanciful, but legal and regular.

12. The Learned Counsel for the Appellants relies on the decision of the National Company Law Tribunal, Chennai Bench in John S Durai V The Church of South India Trust Association (CA/171/2019 and CP/2/2016) wherein it is held that the necessary and proper respondent as per section 241 of the Companies Act, 2013 are the persons in the management of the affairs of the Company against whom any acts of oppression and mismanagement or complained of. Evaluation:

13. A mere running of the eye of the contents of the CA/23/KOB/2021 in CP No.21/KOB/2020 (Filed by the First Respondent/Applicant under Rule 32 read with Rule 11 of the NCLT Rules, 2016 before the National Company Law Tribunal, Kochi Bench) indicates that the First Respondent/Applicant had averred that he is a shareholder of 9^thRespondent M/s. Jatayupra Tourism Private Limited and that he is associated with the Jatayupra Eco-Tourism Project right from its inception even before the coming into existence of the 9^thRespondent/Company and he desires, like all well meaning art and cultural lovers to protect and preserve Jatayupra Tourism Project which is one of a kind in the whole world. As such, he is vitally interested not only as a shareholder of the 9^thRespondent Company in the outcome of CP No/ 21/KOB/2020 and in any order that may be passed by the Tribunal during the course of the proceedings. In fact, the First Respondent/Applicant is a member holding 1,00,000 non-cumulative non- participating, convertible after five years 12% preference shares of Rs. 10/- each in the 9^thRespondent/Company.

14. Before the Tribunal, the Appellants/Respondents 2 to 8 had filed a counter among other things mentioning that the First Respondent/Applicant is a neither necessary party nor a proper party for an effective adjudication of the main Company Petition, because of the fact that he is not involved in the conduct and the management of the affairs of the 9^thRespondent/Company (1^stRespondent in the main Company Petition) in any manner whatsoever. Further, no reliefs are sought against the 1^stRespondent/applicant in the main Company Petition as there is not right to relief against the 1^stRespondent/Applicant relating to the acts of oppression and mismanagement, because of the reason the 1sgt Respondent/Applicant is not involved in the conduct and the management of the affairs of the 9^thRespondent/Company/First Respondent.

15. In the Rejoinder, the First Respondent/Applicant before the Tribunal had averred that the Appellants are similarly circumstanced as the First

Respondent/Applicant and they had not raised any grievance specific to them with regard to the any act of oppression or mismanagement. Continuing further, all the Petitioners in the main Company Petition are preference shareholders holding different lots of shares and the First and Third Respondent therein are the equity shareholders too.

16. According to the First Respondent/Applicant in CA 23/KOB/2021 in the main Company Petition 21/KOB/2020, the National Company Law Tribunal is not bound by the procedure enshrined under the 'Civil Procedure Code' as per section 424 of the Companies Act, 2013 by shall be guided by the principle of 'Natural Justice' which emphasises the need to hear all the interested parties and concerned in the issue (s) before the 'Tribunal' and may be affected by any order passed by it.

17. The Appellants as Petitioners had filed CP 21/KOB/2020 against the First Respondent/Applicant and 21 others (under section 241 and 242 of the Companies Act, 2013) on the file of National Company Law Tribunal, Kochi Bench, had claimed the relief of passing of an order by the 'Tribunal' in ordering the investigation in to the affairs of the First Respondent/Company, Six to Tenth Respondent companies under section 210 of the Companies Act, 2013 to identify the financial transactions, diversion of funds, misusing of funds, granting of inter corporate loans in an illegal manner, allotment of shares without adequate consideration etc.

Legal Position:

18. To be noted, that any person 'concerned with the affairs of the Company' can be arrayed as a 'party' to the proceedings, if such adding, as Respondent would facilitate an 'effective', 'efficacious', 'just and fair adjudication' of the case. It must be borne in mind that on the date of the filing of the Petition, the Respondent must either be a 'Shareholder' or 'Director' of the Company.

However, if a person is a proper and necessary party, he can be arrayed as a 'party' in a given proceedings.

19 It is relevantly pointed out that a 'Tribunal' has the requisite power to add or strike out a party at any stage of a given proceedings, in the considered opinion of this 'Appellate Tribunal'. Further, in Law, to bring a person as a Party/ Respondent/Defendant in a given case/legal proceedings is not a 'Substantive Right' but one of 'procedure' and the 'Tribunal' in this regard, is to exercise its sound judicial discretion. To determine whether a 'person' is to be impleaded or otherwise, cannot depend mainly on the aspect as to whether he has an interest in the property, but whether a right of a person would get affected, if not impleaded in a given pending legal proceedings before the 'Competent Forum'. As a matter of fact, the 'Tribunal' can permit even the impleadment of third party, if his/its presence is necessary for adjudication of the subject matter in issue.

20. It is to be pointed out that to resolve the controversies/issues concerning the main Company Petition in a satisfactory manner, a party may be arrayed as one of the Respondents, of course, based on the facts and circumstances of a particular case. Moreover, it is not necessary that 'any relief' should be asked against a 'proper party' sought to be impleaded or arrayed as one of the parties to the pending litigation. A 'proper party' is added to avoid plurality of given proceedings and to protect its interest. To put succinctly, a person who is not a party has no right to be impleaded against the Petitioner/Plaintiff's wishes in a given pending legal proceedings. But the rider is that if a person is proper and necessary party, he can be added as a party, either as one of the 'Petitioners' or as one of the 'Respondents', as the case may be.

21. Be that is it may, in the instant case on hand, the fact that First Respondent/Applicant being a shareholder of the 9^thRespondent/Company (First Respondent in the main Company Petition CP 21/KOB/2020) is not in dispute. It cannot be brushed aside that in the main Company Petition, the

Appellants/Petitioners had alleged 'mismanagement' and 'oppression' in the Company. Suffice it for this Tribunal to make significant mention that 'on the date of filing of the Petition', the First Respondent/Applicant being a shareholder of the 9^thRespondent/Company (First Respondent/Company in the main Company Petition CP/21/KOB/2020) and this Tribunal bearing in mind an important fact that the Appellants/Petitioners in the main Company Petition had come out with allegation of mismanagement and oppression in the Company etc, this Tribunal comes to a consequent conclusion that the First Respondent/ Applicant is really a person 'concerned with the affairs' of the Company and without his presence, no effective order can be passed by the 'Tribunal' in a complete, comprehensive and satisfactory manner. Therefore, the 1^st Respondent/Applicant's impleadment as Respondent No.23 in the main Company Petition No.21/KOB/2020, as ordered by the National Company Law Tribunal, Kochi Bench in the 'Impugned order' dated 15.03.2021 in CA/23/KOB/2021 is legally tenable. Viewed in that perspective, the 'instant Appeal' is devoid of merits.

Disposition:

22. In fine, the Company Appeal (AT)(CH) No.22 of 2021 is dismissed, but without costs. IA No. 238 of 2021 (Stay Application) is closed.

[Justice Venugopal M] Member (Judicial) [V. P. Singh] Member (Technical)

07.07.2021