( 1 ) THE crux of the dispute in this matter depends on an answer to the question: "whether the IDBI is the necessary or proper party and whether its presence would help and enable this court to effectually and completely adjudicate upon and settle all the questions involved in this suit?"

( 2 ) THE plaintiff filed a suit seeking "a mandatory injunction directing defendant Nos. 2 and 3 to make necessary amendments in the Articles of Association in accordance with the requirement of promoters agreement dated 29th June 1993", "a declaration that the resolution at item No. 9 passed by the Board of Directors of defendant No. 1 in its 27th meeting held on 14th November 1995 is illegal and ultra vires the promoter agreement dated 29th June 1993 and parties were still bound by the promoters dated 29th June, 1993" and further seeking "a declaration that Dr. A. V. Mohan Rao and Mr. Brij Bhartelly are and continue to be members of the Board of Directors of defendant No. 1 on behalf of the plaintiff and also Mr. C. P. Jain, Director (Finance), NTPC to be inducted in the Board of Directors of defendant No. 1 as nominee of defendant No. 3. " There are other prayers also which are not relevant for the present purpose. Thus, the suit is intended to enforce the promoters agreement and rights arising therein.

2. 2 The plaintiff, defendant No. 2 and 3 entered into a joint venture for building, owning and operating a gas based power plant for the Government of Andhra Pradesh at Kakinada on the basis of promotors agreement dated 29th June 1993. Defendants No. 2 and 3 have violated the promotors agreement. A loan agreement was entered into between the joint venture company defendant No. 1 and IDBI on 11th August 1984. The plaintiff company gave undertaking to financial institution IDBI to the effect that if there was any shortfall in the resources for completing the project or working capital or any cost over runs then it would be met by them. On this basis IDBI is sought to be impleaded as a party. According to the case of defendant No. 1, the promoters agreement has outlived its utility and parties have started dealing it now as a dead letter. But on March 12, 1998, defendant No. 1 in its letter to IDBI enclosed a compliance chart of various pre-disbursement conditions indicating that the Promoters Agreement had been entered into and the plaintiff is one of the promoters. The plaintiff s grievance is that though the defendant No. 1 is in dire need of additional funds with huge cost over runs of Rs. 190 crores and debt equity ratio that has been turned topsy turvy by the defendants. The defendant No. 1 is not ready to issue further shares to the plaintiff. The impleadment of proposed defendants No. 4 and 5 namely IDBI head office as well as Hyderabad Branch office would enable this court to effectually and completely adjudicate upon and settle all the questions involved in this suit especially the question of safeguarding the public money invested by the financial institutions. No relief is being sought against IDBI by the plaintiff. The proposed defendants No. 4 and 5 are one and the same persons and they cannot be treated separately.

2. 3 It is contended by the learned counsel for the plaintiff that the plaintiff has a dominus litis, in this suit. The IDBI has no objection to its impleadment. Defendant No. 1 has no right to object to the present application. He relies on Razia Begum Vs. Sahebzadi Anwar Begum and Ors. AIR 1958 SC 886 (p. 896 para 13) and Gonsalo De Filomena Luis Vs. Inacio Piedade Hildeberte Fernandes and Ors. , AIR 1977 Goa 4.

( 3 ) THE stand of the IDBI is that the IDBI being a premiere financial institution, is charged with the responsibility of financing projects contributing towards industrial development of the nation. As a matter of policy and principle, it does not normally concern itself with the inter se disputes between the promotors in respect of the projects being financed by it. However, the IDBI h