- (1.) This interlocutory application is filed by the petitioners seeking permission for impleading the proposed parties who are shown as respondents Nos. 4 and 5 in the main petition C.P. No. 50 of 2011 connected to T.P. No. 30 of 2016. This application is filed under regulation 44 of the Company Law Board Regulations, 1991 read with Order 1, rule 10 of the Code of Civil Procedure, 1908. The averments in the petition/application are briefly stated hereunder: The petitioners are shareholders of the first respondent-company. The petitioners wanted to implead the purchaser M/s. Bhavani Enterprises and agreement holder, M/s. Habib and Hanji Group, Hubli, as respondents Nos. 4 and 5 respectively in C.P. No. 15 of 2011. It is averred that the first respondent-company is an unlisted private company limited. The company owned vast immovable properties at Gadag and Hubli. The property bearing C.T.S. No. 2862 measuring to 65,402 sq. ft. situated at Jaya-chamrajanagar Road, Ward No. Hubli was acquired by the company under the registered documents dated January 26, 1894 for perpetual lease. Thus the first respondent-company is a perpetual lessee having absolute right over the said property. The property was let out to the tenants.
(2.) In the board meeting held on January 25, 2010 a resolution was passed permitting the company to relinquish the leasehold right in the above property and the amount realised be utilised for business activities of the company. The extraordinary general meeting was held on February 25, 2010 and minutes were drawn. The first respondent-company entered into an agreement of sale of perpetual leasehold rights of the above property for Rs. 10 crores with M/s. Habib and Hanji Group of Hubli and it was registered on May 30, 2011 in the office of the jurisdictional sub-registrar. This sale agreement is challenged by the petitioners in the company petition. Therefore proposed/respondent No. 5, the agreement holder is a proper and necessary party to the company petition.
(3.) The first respondent-company during pendency of the company petition filed C.A. No. 186 of 2011 seeking permission from the Company Law Board for executing the registered sale deed based on the agreement. The Company Law Board allowed the application by order dated October 31, 2011 permitting the first respondent-company to proceed with execution of sale deed subject to the result of the company petition.;