-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION CHAMBER SUMMONS NO. 1446 of 2008 IN SUIT NO. 1482 OF 2008. Mrs. Indumati M. Zaveri and others. ..Plaintiffs. Versus Mr. Mahesh Bhogilal Sonawala and others. ..Defendants. Versus National Refinery Pvt. Ltd. ..Proposed defendant no.1. Vinvish Corporation Pvt. Ltd. ..Proposed defendant no.2. Mr. Charanjeet Chandarpal for the plaintiffs. Mr. Navroz Seervai, Senior advocate a/w Mr. Kevic Setalwad i/b M/s.. Mulla & Mulla for defendant nos. 1 to 6, 11, 14 to 19, 22, 23, 24, 27 & 28. Coram : R. V. MORE, J. Date : January 13, 2010. P. C. : 1. Heard learned counsel appearing on behalf of the respective parties. The plaintiffs have taken out the present chamber summons for amendment of the cause title of the plaint so as to join the proposed defendant nos. 30 & 31 as party defendants to the above suit. [Hereinafter for the sake of brevity, proposed defendant no. 30 and proposed defendant no. 31, are respectively referred to as “the defendant no.30” and “defendant” no. 31” only.] 2. The suit is filed for general partition and separate possession of the suit property. It is the case of the plaintiffs that the defendant no.31 is a -: 2 :- subsidiary company of the defendant no.30 company. It is further case of the plaintiffs that business of these companies are the joint family business and therefore they are entitled for share in general partition. To elaborate his submissions, Mr. Chandarpal submitted that in the year 1900 one Manilal and his brother Chimanlal commenced partnership firm under the name and style of M/s. Manilal Chimanlal & Company. Upon the demise of both Manilal and Chimanlal, 5 sons of late Manilal and 4 sons of late Chimanlal became partners of the said firm. 3. In the year 1945, Manilal Group and Chimanlal Group started the partnership firm under the name and style M/s. National Refinery and all the members of Manilal and Chimanlal groups became partners of the said firm. In the year 1955, the defendant no.30 company was incorporated with the object of acquiring and taking over the business of partnership firm M/s. National Refinery with its assets, liabilities and goodwill. Accordingly the entire business of M/s. National Refinery was taken over and managed by the defendant no. 30 company. Manilal and Chimanlal groups separated thereafter and partition was effected. Under the partition Manilal Group took over the control of these companies. At the relevant time shareholders of these companies constituted of 4 groups originally belonging to Manilal group. The said 4 groups are the Bhogilal group, Keshavlal group, Pannalal group and Kantilal group. The plaintiffs are from the Kantilal group and defendants are from Bhogilal, Keshavlal and Pannalal groups. In the facts and circumstances it was submitted that -: 3 :- the business of the defendant no. 30 company is a joint family business and therefore the plaintiffs are entitled to share in it, and thus necessary party to the present proceeding. 4. Mr. Navroj Seervai, learned senior counsel appearing on behalf of the defendants per contra contested the claim of the plaintiffs and submitted that Kantilal group filed proceeding before the Company Law Board [for short, “CLB”] under the provisions of section 397 read with section 398 of the Companies Act, 1956 for oppression and mis- management of the defendant no. 30-company. This proceeding was disposed of by the CLB by order dated 21st October 2003. By the said order, the CLB directed that the shares held by the petitioner group, i.e., Kantilal group (plaintiffs herein) should be purchased either by the company of the respondents’ group, i.e., Bhogilal group, Keshavlal group and Pannalal group (defendants herein), which held 75% of the shares, on fair value to be determined on the basis of the balance sheet as on 31st March 2001. This order of the CLB is confirmed upto the Supreme Court. In pursuance of this order, valuer was appointed. Value of the shares of the plaintiff group was arrived at Rs.1,43,97,054/-, and the same was paid over to the Kantilal group. Learned senior counsel Mr. Seervai submitted that thus now the plaintiffs have no interest in the defendant no. 30 company. Therefore, the defendant no. 30 is not necessary party. The contention of the plaintiff that the defendant no. 31 is the subsidiary -: 4 :- company of the defendant no. 30 is also denied by the defendants. 5. Having heard the learned counsel for the respective parties, I find no substance in the present chamber summons inasmuch as the proposed defendants are not necessary parties to the present suit for the reasons stated hereinafter. 6. The fact that the defendant no.30 - company was initially under the management and control of four groups, namely, Kantilal group, Bhogilal group, Keshavlal group and Pannalal group is not at all disputed. It is also not disputed that the Kantilal group had 25% shares in the said company. Kantilal group, ie., the plaintiffs group, filed a proceeding before the CLB for oppression and mismanagement. Bhogilal group, Keshavlal group and Pannalal group alongwith the defendant no.30 company were parties to this proceeding before the CLB. Perusal of the CLB’s order dated 25th October 2003 do show that the share holding belonging to Kantilal troup was directed to be purchased by the Bhogilal, Keshavlal and Pannalal groups at fair value to be determined. This order of the CLB was challenged before the learned Single Judge of this Court by filing Company Appeal No. 18 of 2005. By consent of the parties, order came to be passed in this appeal on 18th March 2005. Mr. S. M. Jhunjhunwalal, retired Judge of this High Court was appointed as valuer for evaluating the shares of the Kantilal group in respect of their holding in the defendant no .30 company. Valuer was given four months time to submit report. The valuer -: 5 :- accordingly submitted the report and shares of the Kantilal group were valued at Rs.1,43,97,054/-. In pursuance of this report, Bhogilal group, Keshavlal group and Pannalal group deposited the said amount in this court and this amount is withdrawn by the Kantilal group. In view of the above, the Company Appeal No. 18 of 2005 was disposed of. The order of the learned Single Judge was challenged before the Division Bench of this Court and thereafter before the Supreme Court. However, the Kantilal group could not succeed. From the above litigation it is clear that Kantilal group has sold out their share holdings in the defendant no. 30 company to the groups of Bhogilal, Keshavlal and Pannalal and no interest in the defendant no. 30 – Company is left over so far as the Kantilal group is concerned. 7. The contention of Mr. Chandarpal, the learned counsel appearing on behalf of the plaintiffs is that some of the plaintiffs, namely, the female members and two male members of the Kantilal group were not shareholders of the defendant no.30- company, and therefore the orders passed in the proceeding before the CLB for oppression and mismanagement cannot bind them. He also relied upon the provision of section 6 read with section 29-A of the Hindu Succession Act, 1956 in order to contend that the female members are entitled to have shares in the coparcenary property. I find do not find merit in this contention also. No doubt, the daughters of coparcenar become coparceners by birth under the amended provision. However this provision shall not affect or -: 6 :- invalidate any disposition or alienation including any partition or testamentary disposition of the property which has taken place before 20th December 2004 in view of the proviso to the section 6 of the said Act. 8. The CLB by order dated 21st October 2003, ie., prior to 20th December 2004, (a notified date under section 6 of the amending Act 39 of 2005) directed that the shares of the minority group, i.e., Kantilal group be purchased by the majority group, i.e., Bhogilal, Keshavlal and Pannalal groups. This order at some stage though stayed, ultimately was confirmed by the Supreme Court. Therefore, the order of the learned Single Judge as well as the order of the Division Bench and the Supreme Court merged into the order of the CLB. In this regard, I do not find any merit in the contention of Mr. Chandarpal that the said proviso to section 6 of the Hindu Succession Act is not applicable to the facts and circumstances of the present case. 9. The contention of the learned counsel appearing on behalf of the plaintiffs that the CLB order will not bind two plaintiffs who were not shareholders of the defendant no.30-company is also without any substance in the teeth of the plaintiffs’ own case mentioned above that all the members of the Manilal and Chimanlal groups become partners of the erstwhile firm – M/s. National Refinery. 10. Thus, I find that the plaintiffs who are from the Kantilal group having already sold out their shareholding to Bhogilal, Keshavlal and Pannalal groups, i.e., the defendants, are now not entitled to claim any -: 7 :- share in the business of the defendant no. 30 - company. If the plaintiffs have no interest in the said business then the defendant no. 31 is neither necessary or proper party to the suit, and therefore cannot be impleaded as party defendant to the present suit. In the above facts and circumstances, the chamber summons is dismissed. (R.V. MORE, J.)