Civil law position on impleadment
Under CPC, when a party dies, legal representatives must be brought on record within time. If not, suit abates. Liability depends on nature. Personal liability ends with death. This rule ensures proper representation. But corporate disputes under 397/398 have different purpose.
Object based approach in company law
Section 397/398 is for oppression and mismanagement. It is representative action for benefit of company and members. Delay is common tactic. If strict impleadment rule is applied, cases will fail on technicality. CLB therefore adopts object based approach. It examines whether other petitioners can represent and whether interests of company are protected.
Distinction between petitioner and respondent If respondent dies, liability issue is checked. If act was personal, case may not continue. If act relates to company affairs, estate may be liable. If petitioner dies, section 399 is key. Single petitioner case needs representative to continue. Multiple petitioner case may survive even without impleadment, if threshold under 399 is still met.
Key precedents explained
Delhi HC in Jawahar Singh 1974 said a widow with prior consent could be transposed. No need to implead all legal heirs. Madras HC in Narayanan 1992 said court can continue even if original petitioner does not want to continue. Representative nature of 399(3) and inherent powers under Rule 9 support this. Both courts stressed that 397/398 is not about individual claim, it is about company governance.
Practical impact for litigants
Parties often raise impleadment to delay. CLB must reject such technical objections when merits exist. Lawyers should focus on whether remaining petitioners satisfy 399 and whether relief can be granted. Board must also protect interests of absent members. This makes 397/398 proceeding unique.
Conclusion
397 398 legal representatives impleadment 2010 proves CLB is special forum. It balances procedure with object of Companies Act. Death of petitioner does not automatically end case. If other members can pursue, petition continues. This ensures oppression and mismanagement are not shielded by technicalities.
