before the company law board - Company Law Board Mumbai Bench

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41. (2002) Vol. III Comp.Cases page 252 ( Madras HighCourt). In the matter of Shankar Sundaram vs. AmalgamationsLtd. & ors.2. (2006) Vol. I Comp.Cases page 437( Court ofAppeal). In the matter of Rackind & Ors. vs. Gross & Ors.3. The Respondent No. 2 & 3 filed their counter to theapplication opposing the prayer. Shri Chagla, Learned SeniorCounsel while initiating the arguments submitted the grounds foropposing the application. He submitted that the respondents haveraised a preliminary objection in the reply to the petition statingthat the petition itself is not maintainable on the ground thatarbitration agreement is in existence between the parties andshould be decided prior to considering this application. It issubmitted that the respondents are not shareholders of MSMSingapore, hence they cannot be answerable for its affairs.However, the respondents advised to place on record theirobjection to the application. The petitioners do not state that theMSM Singapore is either a necessary or proper party to be joinedto the present proceedings. A party cannot be joined as respondentto the present proceedings only out of ‘abundant caution’ withoutany legal basis for such joinder. The application is to be dismissedon the ground of gross delay. The application has been filed inCA 177 of 2010Multi Screen
5view of the objections raised by the respondents in their replywherein it is contended certain allegations of oppression andmismanagement made by the petitioners relate to MSM Singapore,which is not a party to the present proceedings. The said reply wasserved on the petitioners on 20 th July, 2010. The petitioners filedan application dated 22 nd July, 2010 but did not seek to add MSMSingapore as a respondent in that application. The petitioners alsofiled rejoinder on 27.7.2010 and 9.8.2010 and replies to the subrejoinderson 13.8.2010 and no attempt was made to join MSMSingapore as party. The present application is only an afterthought and filed after completion of pleadings as far as back as13 th August, 2010. Further the application is liable to be rejectedfor the want of jurisdiction. The MSM Singapore is a Companyincorporated in Singapore under the Singapore CompaniesAct and governed by the laws of the republic of Singapore. ThisBench would not have extra territorial jurisdiction under theCompanies Act to examine the affairs of a company incorporatedoutside India. The Learned Senior Counsel further submitted thatthe petitioners have not claimed any relief against the proposedrespondent and it is only contended that R7 proposed to be addedas a party to the proceedings out of an abundant caution, hence theproposed party is neither necessary nor a proper party.CA 177 of 2010Multi ScreenTheprovisions of the Companies Act under which the proceedings are
Page 1 and 2: BEFORE THE COMPANY LAW BOARD,MUMABI
Page 3: 3under complete control of the R1 C
Page 7 and 8: 7the provisions of Order 1 Rule 3 a
Page 9 and 10: 9company, if those shareholders are
Page 11 and 12: 11representatives on the Board of D
Page 13 and 14: 13High Courts and the Hon’nle Sup
Page 15 and 16: 15Companies Act defines the Company
Page 17 and 18: 17shall have all the powers to deal
Page 19 and 20: 19wherein the Bench is of the view
Page 21: 21petition by adding MSM Singapore

before the company law board - Company Law Board Mumbai Bench

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