PRABHAKAR PROCESSORS (P.) LTD. Vs. KUSUM DEVI TIBREWAL

JUDGEMENT

(1.) THE above captioned company application has been filed by the respondent No. 1 -company in the company petition to pass an order thereby directing the petitioners/non -applicants to implead Shri Mukesh Agarwal, Rakesh Agarwal, Ashok Tibrewal and Bhaskar Silk Mills (P.) Ltd. as respondents in the array of the parties on the ground stated therein. Pleadings have been exchanged by the parties. I have heard the learned PCS Dr. S.K. Jain appearing for the petitioners/non -applicants, the learned counsel for the respondent Nos. 1 to 8/applicants and the third party proposed respondents and perused the record. For the sake of clarity, it is mentioned that the parties shall be referred hereinafter in the manner they are originally rank in the company petition.

(2.) THE learned counsel further submits that the petitioners are very close relatives of the erstwhile directors of the respondent No. 1 who are signatories to the memorandum of understanding ('MoU'). Their relationship is not disputed. Therefore, in these circumstances their impleadments will help the court to reach at just and final conclusion/decision and will also avoid multiplicity of the petitions. The learned counsel, therefore, prayed that the petitioners may be directed to implead the third parties as respondents in the array of the parties.

(3.) ON the other hand, challenging the maintainability of the application, it was pointed out by Mr. S.K. Jain, the learned PCS appearing for the petitioners that the application has been signed by Shri Vikas Poddar in his capacity as director of Processors (P.) Ltd. It is submitted that Shri Vikas Poddar was appointed as an additional director in purported joint meeting of the Board of directors of Bhaskar Silk Mills (P.) Ltd. and Prabhakar Processors (P.) Ltd. purportedly held on 16th April, 2011 at 7.30 PM. Shri Vikas Poddar held his office only upto the date of next annual general meeting ('AGM') of the respondent No. 1 -company. It is submitted that none of the petitioners who are collectively holding 55.07 per cent shareholding of the respondent No. 1 -company, received any notice of AGM for the financial year 2010 -11, purportedly held on 30th September, 2011 as disclosed in the annual return filed by the respondent No. 1 -company along with Form 20B, any business transacted in the said meeting including appointment of Shri Vikas Poddar, as director of the respondent No. 1 -company is invalid, void, ab initio and non est. In support of his contentions, the learned PCS relied on the following decisions :