IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT : THE HONOURABLE MR. JUSTICE P.BHAVADASAN MONDAY, THE 22ND MARCH 2010 / 1ST CHAITHRA 1932 WP(C).No. 8580 of 2009(O) ------------------------------------ OS.296/2002 of ADDL.SUB COURT,KOLLAM .................... PETITIONER(S): PETITIONER. ----------------------- D.ASOKAN, DIRECTOR/CHAIRMAN, S.T.REDDIAR & SONS (QUILON) PVT. LTD. MINI TOWER, SRM ROAD COCHI-18 AND ADMINISTRATION OFFICE AT STR VIDHYABHIVARDHINI TOWER SHOPPING COMPLEX,STR COMPOUND MAIN ROAD KOLLAM(R/A.PRAKASH HOME,NO.7,AKSHAYA NAGAR,RESIDENCY ROAD,KOLLAM 691 008. BY ADV. MR.K.GOPALAKRISHNA KURUP RESPONDENT(S): -------------------------- * 1. VINODKRISHNAN, STR GARDENS, KOLLAM. (DIED) 2. VAISHANVI KRISHNAN, STR GARDENS, KOLLAM. 3. S.T.REDDIAR & SONS (QUILON) PVT LTD, REGISTERED OFFICE MINI TOWER, SRM ROAD, COCHIN AND ADMINISTRATIVE OFFICE, STR BUILDINGS, MAIN ROAD, KOLLAM. 4. T.PANKAJAKSHAN, DIRECTOR, FINANCE OF S.T.REDDIAR & SONS (QUILON) PVT LTD, SRM ROAD,COCHIN . 5. B.MUTHUKRISHNAN, JOINT MANAGING DIRECTOR, S.T.REDDIAR & SONS (QUILON) PVT LTD, STR COMPOUND, KUMBALATHU PURAYIDAM, MAIN ROAD, KOLLAM. 6. GIRIJA MUTHUKRISHNAN,DIRECTOR, S.T.REDDIAR & SONS (QUILON) PVT LTD, STR COMPOUND, KUMBALATHU PURAYIDAM, MAIN ROAD, KOLLAM. W.P.(C) NO.8580/2009 7. JANARDHANAN @ KANNAN, PONNAMMAL BUILDINGS, THAMARAKULAM WARD, KOLLAM EAST VILLAGE. 8. JANARDHANAN ACHARY, LALITHA BHAVAN CONTONMENT NORTH,KOLLAM. 9. V.R.SUNITH, PONNAMMAL BUILDING, THAMARKULAM WARD, KOLLAM EAST VILLAGE. 10. S.JANAKI, SREENIVAS, K.C.NO.XI/1216, ASRAMAM, KOLLAM. ** 11. ABDUL SALAM, SALAM MANZIL, THEKKEMURI, VALLIKUNNAM P.O., MAVELIKKARA. (CORRECTED) * ADDL. R12 IMPLEADED. 12. SUJATHA B.MENON, PADMASREE, VILLADAM, VILAVITTAM GRAMA PANCHAYATH, RAMA VARMAPURAM P.O., THRISSUR. *ADDL. R12 IS IMPLEADED AS THE LEGAL REPRESENTATIVE OF THE DECEASED IST RESPONDENT AS PER ORDER DTD. 3.11.09 IN IA. 13532/09. ** ADDRESS OF R11 CORRECTED SRI.ABDUL SALAM, SALAM MANZIL, THEKKEMURI, VALLIKKUNNAM P.O., MAVELIKKARA REP.BY HIS POWER OF ATTORNEY HOLDER, SRI. ABDUL HAKKIM, KIZHAKKE MANNARA VEEDU, AYATHIL P.O. KOLLAM. AS PER ORDER DTD. 3.11.09 IN IA. 13531/2009. R1 & R2 & R12 BY ADVS. MR.P.R.PREMACHANDREN R4 BY MR.M.R.HARIRAJ, MR.P.A.KUMARAN, MR.SURAJ.S, SMT.VINEETHA B. R5 & R6 BY MR.P.RADHAKRISHNAN(1), MR.MADHU RADHAKRISHNAN. R7 & R9 BY SMT.T.S.MAYA (THIYADIL) R8 BY MR.V.V.RAJA, MR.R.RANJITH R10 BY DR.K.P.SATHEESAN, MR.K.K.GOPINATHAN NAIR, MR.M.R.JAYAPRASAD, MR.K.K.RAJEEV THIS WRIT PETITION (CIVIL) HAVING BEEN FINALLY HEARD ON 11/03/2010, THE COURT ON 22/03/2010 DELIVERED THE FOLLOWING: W.P.(C) NO. 8580/2009 APPENDIX PETITIONER'S EXHIBITS P1:- COPY OF THE PLAINT IN OS. 296/2002 OF THE SUB COURT, KOLLAM. P2:- COPY OF THE IA. 2955/03 IN OS. 296/02 OF THE SUB COURT, KOLLAM. P3:- COPY OF THE ORDER IN IA. 2955/03 IN OS. 296/02 OF THE SUB COURT, KOLLAM. RESPONDENT'S EXHIBITS R2(1):- COPY OF THE JUDGMENT IN CP.24/2001 & 38/2001. R2(2):- COPY OF THE JUDGMENT IN MFA. 721/2002. R2(3):- COPY OF THE PASSED BY CLB IN CA. 103/02. R2(4):- COPY OF THE ORDER PASSED BY CLB IN CA. 77/02. R2(5):- COPY OF THE MINUTES DTD. 7.10.02. R2(6):- COPY OF THE TERMINATION LETTER DTD. 2.8.01. R2(7):- COPY OF THE PETITION FOR STAY OF OS. 296/02. R2(8):- COPY OF THE ORDER PASSED IN IA. 1930/02 IN OS. 296/02. TRUE COPY P.A. TO JUDGE tss P.BHAVADASAN, J. ------------------------------------- WP(C) No.8580 of 2009-O ------------------------------------- Dated 22nd March 2010 Judgment The prayer of the petitioner to get himself impleaded in the suit namely, OS No.296/02 of the Sub Court, Kollam, was declined by the Court below. The said order is assailed in this Writ Petition. 2. OS No.292/02 was instituted before the Sub Court, Kollam by respondents 1 and 2. It may be mentioned here that during the pendency of this Petition, the first respondent died and his legal heirs have been brought on the party array. 3. The suit was one for declaration that the transactions in respect of the plaint schedule properties are null and void and not binding on the plaintiffs. According to the plaintiffs in the suit, the properties involved in the proceedings, over which they had rights, were assigned while they were minors and those assignments are not WPC 8580/09 2 binding on them. According to them, the properties were first assigned to a partnership firm. The said firm was later converted into a company and the assets and liabilities of the firm were taken over by the company. The company later sold the properties to various persons, who are arrayed as respondents 7 to 11 in this Writ Petition. The claims of the plaintiffs were that all those transactions are invalid and the properties belong to them. 4. The writ petitioner would say that the suit was instituted at the instance of respondents 5 and 6, in order to defeat the interests of the share holders and creditors of the third respondent Company. There was a deadlock in the administration of the third respondent Company from 2001 onwards because of the disputes which arose between the Directors. In fact, a winding up petition was filed and it is pending. An application was filed under S.391 of the Companies Act and that has been heard by the Company Court and it is pending orders. WPC 8580/09 3 Apprehending that the interests of the Company may not be protracted in the suit, the petitioner wanted to get himself impleaded. 5. The petition was opposed by the respondents, pointing out that the petitioner has no interests in the Company and that would be evident from the various proceedings taken out by him against the Company and its Directors. According to them, the presence of the petitioner in the party array is not at all necessary for the effective adjudication of the issues involved in the suit. They submit that the Company is properly represented and it is capable of protecting its interests. It is also pointed out that alienees from the Company are also parties to the suit and they are capable of protecting their interests and the conduct of the petitioner shows that he is not interested in protecting the interests of the Company. The Court below, after consideration of the materials before it, held against the petitioner. WPC 8580/09 4 6. The Court below has noticed that there have been several proceedings initiated by the petitioner against the Company and its Directors, including winding up of the Company. It was also noticed that the Company is properly represented and there is no reason to believe that the suit was a collusive one. 7. The apprehension of the petitioner is that since the suit was instituted at the behest of the 5th and 6th defendants, the parties may collude and they may act against the interests of the Company. It is contended that even though the Finance Director of the Company was impleaded, he has chosen to remain ex parte and if the suit is decreed, the petitioner says that it will be against the interests of the Company. 8. There is no merit in the above contentions at all. The Company is well represented and there is nothing to show that there is any collusion, as of now. Moreover, the petitioner is interested in upholding the taking over of the assets of the partnership firm by the Company and WPC 8580/09 5 therefore, he seeks to uphold the assignments made in favour of the partnership firm. One should notice that the defendants 5 to 9 are alienees from the Company of the properties which are the subject matters of the suit. There is no reason to believe that they will act against their own interests. They will be keen to support the assignments made in their favour and it is certain that they will contest the suit. There is no separate interest for the petitioner to protect. He only wants the assignments made by the Company to be upheld. In turn, he wants to validate the assignments made in favour of the partnership firm. One may recollect that initially, the assignment was to the partnership firm and thereafter, the assets of the firm were taken over by the Company. Therefore, defendants 5 to 9 will be very much interested in stating that the assignments in favour of the partnership firm are not set aside. If the suit is decreed, it will be their interests, that will be affected most. The allegation of possible damage to the Company's assets and creditors, raised by the petitioner is WPC 8580/09 6 only imaginary. Moreover, his interest in the affairs of the Company is discernible from the various proceedings taken by him against the Company. The Court below was perfectly justified in declining to implead him in the suit. Therefore, no grounds are made out to interfere with the impugned order. This Writ Petition is devoid of any merits and it is accordingly dismissed. P.BHAVADASAN, JUDGE sta WPC 8580/09 7