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2005 DIGILAW 732 (AP)

A. K. R. Minerals Private Ltd v. A. Rukminamma

2005-08-08

P.S.NARAYANA

body2005
( 1 ) THE Civil Revision Petition is filed against the order in I. A. No. 83 of 2005 in o. S. No. 455 of 2001 on the file of the iv Additional Junior Civil Judge, Kadapa. ( 2 ) THE first respondent in the C. R. P. moved the application LA. No. 83 of 1995 in O. S. No. 455 of 2001 on the file of the IV Additional junior Civil Judge, Kadapa, under Order 1 rule 10 of the Code of Civil Procedure to permit her to come on record as fourth defendant in the suit. The said application was opposed. However, the learned Judge allowed the said application and aggrieved by the same, the present C. R. P. is preferred. ( 3 ) SRI Rajendra Deshmukh, the learned counsel representing petitioner-first respondent in the application-plaintiff in the suit would contend that the Company can institute the suit represented by a Director and in fact, any Director should be interested in protecting the interest of the company. The learned counsel also had drawn the attention of this Court to the relevant clauses in the articles or Association and would contend that on the strength of the same, any Director can institute the suit to protect the interest of the company. The learned counsel also had pointed out to the relevant portions of the impugned order where certain findings had been recorded while disposing of the interlocutory application by the learned Judge and also would contend that the proposed party who intends to come on record had taken a stand as to the suit to be ultimately defeated or dismissed which would amount to acting adverse to the interest of the company and such party need not be brought on record since she does not satisfy the test to be brought on record as necessary party under Order 1 Rule 10 C. P. C. The learned counsel placed strong reliance on a decision of this Court in 8. Somaiah v. Smt. Amina begum. ( 4 ) PER contra, Sri P. Veera Reddy, the learned counsel representing the first respondent in the Civil Revision petition-cum-proposed party would contend that she is the managing director and Sri Ashok Kumar, who is styling as Director representing the company who instituted the suit is not a director at all since he had resigned the office long back. ( 4 ) PER contra, Sri P. Veera Reddy, the learned counsel representing the first respondent in the Civil Revision petition-cum-proposed party would contend that she is the managing director and Sri Ashok Kumar, who is styling as Director representing the company who instituted the suit is not a director at all since he had resigned the office long back. Certain further submissions had been made to the effect that the Managing director, A. Rukminamma, cannot be said to be acting adverse to the interest of the company, but in fact, she is interested in protecting the company s interest and also the image of the company and company is interested in prosecuting only bona fide litigations and not otherwise. ( 5 ) HEARD both the counsel. ( 6 ) AS can be seen from the facts, there appears to be some internal controversy within the company. This Court is not inclined to express any opinion in relation to the internal affairs of the company as such, orthe infighting, if any, in between the Directors, the Managing Director or any other similar disputes within the company. It is needless to say that such controversies may have to be resolved within the frame work as provided by different provisions of Indian Companies act 1956. It is no doubt true that if a director is prosecuting the litigation bona fide in the interest of the company to safeguard interest of the company, the other director, be that managing Director cannot oppose the same. However, this would depend upon the facts and circumstances of a particular given case. The factual details whetherthe litigation which is being prosecuted by the revision petitioner is a bona fide one to safeguard the interest of the company or not may be a matter which may have to be decided ultimately at the time of final disposal of the suit. Definitely the same cannot be decided at this stage. Certain reasons had been recorded by the learned judge at para 8 and inasmuch as the managing Director filed the application to come on record, the learned Judge thought fit to permit her to come on record. It is needless to say that the merits and demerits of the respective contentions may have to be decided at the appropriate stage while deciding the main suit. It is needless to say that the merits and demerits of the respective contentions may have to be decided at the appropriate stage while deciding the main suit. Hence, this Court is not expressing any opinion relating to the respective contentions, which had been advanced by both the counsel. Suffice to state that taking the peculiar facts into consideration, the learned Judge exercised the discretion in a particular way and hence this Court is not inclined to interfere with the impugned order. Accordingly, the C. R. P. shall stand dismissed. However, it is made clear that all the other contentions which had been advanced in elaboration by both the counsel may have to be decided by the learned Judge at the appropriate time while deciding the main suit.