Delhi High Court
Mrs. Bhavna A. Patel & Anr. vs Mr. Krishnamurthy Venkatraman ... on 31 August, 2009
Author: Manmohan Singh
.* HIGH COURT OF DELHI : NEW DELHI
I.A. No. 12421/2007 in CS(OS) No.1768/2007
Reserved on: 25th August, 2009
% Decided on: 31st August, 2009
MRS. BHAVNA A. PATEL & ANR. ...... Plaintiffs
Through : Ms. Pratibha M. Singh with
Mr. Sudeep Chatterjee, Advs.
Versus
MR. KRISHNAMURTHY VENKATRAMAN
VAIDYANATHAN ....Defendants
Through : Mr. Sudhir Chandra Aggarwal, Sr.
Adv. with Ms. Ishani Chandra, Adv.
Coram:
HON'BLE MR. JUSTICE MANMOHAN SINGH
1. Whether the Reporters of local papers may No
be allowed to see the judgment?
2. To be referred to Reporter or not? Yes
3. Whether the judgment should be reported
in the Digest? Yes
MANMOHAN SINGH, J.
1. The plaintiffs filed the present suit for permanent injunction,
damages etc. against the defendants which is pending before this court.
2. The plaintiff No.1 is a Director of plaintiff No.2 company
which manufactures clocks and deals with health care products and is
one of the leading FMCG companies in India under the brand name
AJANTA.
3. Defendant No.2, Colgate-Palmolive (India) Limited, is a
public limited company incorporated under the Indian Companies Act,
1913. Defendant No.4, Colgate Palmolive Company is a company
incorporated according to the laws of the State of Delaware, U.S.A.
Defendant No.1 is the Vice President Legal, Company Secretary and
whole-time Director of the defendant No.2 in India and defendant No.3
is the Director of the defendant No.4 in U.S.A. It is alleged that the
defendants started imitating the plaintiffs website and is causing
impediments and hindrances in the smooth conduct of the plaintiffs
business.
4. During the pendency of the suit, the defendants filed the
present application praying that defendants No.1 and 3 be deleted from
array of parties. It is submitted that defendants No.1 and 3 are
independent professionals on the Board of Defendants No.2 and 4
respectively and they discharge their duties in accordance with the
constitution of the companies. Thus, no one officer alone or
independently makes decisions for the entire company. Defendants
No.1 and 3 are not personally involved in instituting any proceeding
against the plaintiffs or against any third party. The said defendants are
just employees of their respective companies. Thus, the plaintiffs cannot
sustain a suit of this nature independently against the officers of the
defendant companies and the plaint fails to establish the act or acts of
the said officers which justify institution of a suit against them.
5. Per contra, it is contended by the plaintiffs that defendants
No.1 and 3 are responsible for the day-to-day working and Corporate
Governance of the defendants No.2 & 4 respectively and thus are
important decision makers. The issues raised in the present case, come
completely under the everyday control and management of the arrayed
defendants. The defendant No.1 is the Constituted Attorney of the
Colgate and is well aware of all the judicial orders. He specifically has
knowledge of the various acts complained of by the plaintiffs in the
present case and is therefore, a necessary party. It is further contended
that when the defendants themselves have made the plaintiffs' director
as the defendant No.1 in three of the suits filed by them, they now
cannot claim that the defendants No.1 and 3 discharge their duties in
accordance with the constitution of the companies and are thus not
necessary party to the present suit.
6. It is submitted that the defendant No.1 is the Company
Secretary and the whole-time director of the defendant No.2 and the
defendant No.3 is the Chairman of Nominating and Corporate
Governance Committee of the defendant No.4. These two defendants
are solely responsible for the functioning and Corporate Governance of
the defendants No.2 & 4 and are thus necessary and proper party to the
present suit.
7. It is settled law that a necessary party is one without whom
no order can be made effectively. The only reason which makes it
necessary to make a person a party to an action is that he should be
bound by the result of the action and the question to be settled.
8. In the case of Hindustan Lever Limited vs. Lalit Wadhwa
& Anr.; 2007 (35) PTC 377 (Del) it was observed by this Court in para
33 as under :
"33......The company is a juristic person and
wherein the infringement of the patent has been
alleged against the company, its officers would not
normally become personally liable in a civil
action. A reading of the plaint shows that no clear
or specific averment has been made against the
defendant No.1 about his role in the alleged
infringement of plaintiff's patent. In my view,
defendant No.1 is neither necessary nor a proper
party to the suit and consequently he is liable to be
deleted from the array of defendants."
9. During the hearing of this application, the learned counsel
for the plaintiff states that she has no objection if name of defendant
No.3 is removed from the array of the parties.
10. In the instant case, as the company against whom the
plaintiffs makes a claim in the suit is already a party to the suit,
whatever action has been taken by the defendant no.1 on behalf of
defendant No.2 company is taken as its employee/officer and not in his
personal capacity. Defendant No.1 will not be personally liable against
the alleged infringement by the plaintiffs. Moreover, no specific
averment has been made by the plaintiffs in the plaint against defendant
Nos.1 and 3 respectively. I agree with the submission of the learned
senior counsel for the defendant that defendants No.1 and 3 are
independent professionals on the Board of Defendants Nos.2 and 4
respectively and they discharge their duties in accordance with the
constitution of the companies.
11. In the result, the application of the defendants is hereby
allowed. Defendant Nos. 1 and 3 be deleted from the array of the parties.
Amended memo of parties be filed within 2 weeks.
The application is disposed of.
MANMOHAN SINGH, J
AUGUST 31, 2009
SD
