RAJEEV AGARWALA Vs. MEERUT MEDICARE CENTER (P) LTD.

JUDGEMENT

(1.) IN this case, company petition has been filed under sections 397, 398, 402, 403 and 408 of the Companies Act, 1956, for the alleged acts of oppression and mismanagement on the part of the respondents and the same is pending for the adjudication. However, in the meantime, respondent's advocate has filed the present Company Application No. 306/2014 with the prayer to add Dr. C.L. Arya as one of the respondents to the present company petition. Precisely speaking, it has been stated that Dr. C.L. Arya is proper and necessary party to the current proceedings before this Hon'ble Board. In this regard, the respondent/applicant's advocate has contended that though no significant/particular relief has been sought against the respondent No. 3, nevertheless, the respondent No. 3 was made party on the strength of the memorandum of settlement dated 7.1.2012, whereby Dr. C.L. Arya was allotted shares of the respondent company. Further, it has been stated that the Hon'ble Company Law Board, vide order dated 26.12.2013, disposed of the Company Application No. 16/2013 stating that the respondent No. 3 is necessary for complete and effective adjudication of the dispute. Further, the present company petition substantially relied on the terms and conditions of the aforesaid memorandum of settlement. In fact, vide clause 7 of the said memorandum of settlement dated 7.1.2012, fresh equity shares were allotted to Dr. Mridula Sharma (respondent No. 3) and Dr. C.L. Arya and since all except Dr. C.L. Arya are parties before this Hon'ble Board, presence of Dr. C.L. Arya is crucial and important for proper, just and fair adjudication of the matter before this Hon'ble Board. As recorded in the order dated 25 March, 2014, the petitioner/non applicant's advocate stated that he does not wish to file reply and, therefore, the respondent/applicant's advocate was also not required to file the rejoinder. Therefore, the matter was put up for arguments. The respondent/applicant's advocate argued that subsequent to the filing of the present petition, the respondent No. 3, i.e., Mrs. Mridula Sharma, had filed an application being Company Application No. 16/2013 for deletion of her name from the array of respondents as no relief had been sought against respondent No. 3 and no specific allegations were made against her. This Hon'ble bench, vide its order dated 26.12.2013, dismissed the application filed by respondent No. 3 with the observation that respondent No. 3 had become a shareholder consequent upon the Memorandum of Settlement dated 7.1.2012 and the order dated 28.2.2012 passed by this Hon'ble Board. As such, it was held that the presence of respondent No. 3 is necessary for complete and effective adjudication of the dispute as the ultimate outcome of the proceedings may affect her adversely. As a matter of fact, like respondent No. 3, Dr. C.L. Arya was also allotted fresh shares as per clause 7 of the Memorandum of Settlement and, hence, Dr. C.L. Arya is also a recipient of and beneficiary of shares under the memorandum of settlement. Therefore, the respondent No. 2's advocate has pleaded that Dr. C.L. Arya stands on the same footing as respondent No. 3 and his presence is therefore necessary for a complete and effective adjudication of the dispute as the outcome of the present proceedings is also likely to affect Dr. C.L. Arya, in the same manner in which it will affect respondent No. 3. Lastly, it has been submitted that the petitioners, despite specifically agreeing to allot 1000 shares to Dr. C.L. Arya, vide clause 7 of the memorandum of settlement, have not issued till date the share certificates in respect of the said 1000 shares to Dr. C.L. Arya who is suffering from pancreatic cancer. The respondent No. 2's advocate has stated the following judicial pronouncements in support of his submissions:

(2.) IN his argument, the petitioner/non applicant's advocate has pointed out that the present application has been filed by respondents Nos. 2 and 3 seeking the addition of new party, i.e., Dr. C.L. Arya in the present petition. Further, it has been stated that Dr. C.L. Arya is a qualified doctor and is presently suffering from cancer and is taking treatment from Cochin. Further, it is due to his contribution to the respondent No. 1 company, the equity shares were allotted to Dr. C.L. Arya in view of the memorandum of settlement dated 7.1.2012 arrived at between the parties in Company Petition No. 29 (ND)/2011. Apart from this, it has been pleaded that Dr. C.L. Arya has not made any agitation with respect to his right in the present petition. On the other hand, the respondents Nos. 2 and 3, just for their vested purposes are raising his non -existent cause in the present petition. In fact, it is the established principle of law that the petitioner/plaintiff is dominus litis and he has the right to choose the party in the matter. In fact, the respondent cannot add or delete someone as the party of the petition/suit.

(3.) THE Company Application No. 306/2014 is disposed of accordingly. No Or.as to cost.