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IN THE HIGH COURT OF CALCUTTA
Ashim Kumar Banerjee and Rajiv Sharma, JJ.
Pramila Saharia – Appellant
Versus
Mahesh Kumar Saharia and Another – Respondents
A.P.D. No. 77 of 2015 with C.S.O.S. No. 6 of 2014 with OCO No. 1 of 2015
Decided On : 15-05-2015
TRUST - INTERPRETATION OF TRUST DEED - VALIDITY OF CLAUSE RESTRICTING FEMALE MEMBERSHIP IN THE BOARD OF TRUSTEES - PUBLIC POLICY - MAINTAINABILITY OF ORIGINATING SUMMONS SUIT - LOCUS STANDI.
Fact of the Case:
Pramila Saharia, the daughter-in-law of the founder trustee of R.G. Saharia Charity Trust, filed an Originating Summons suit seeking interpretation of the Trust Deed, particularly clauses that prevented her from being admitted to the Board of Trustees. The Trust Deed limited the number of trustees to a minimum of three and a maximum of seven, and provided that vacancies could only be filled by members of the family. The appellant contended that the clauses discriminated against women and were contrary to public policy, while the respondents argued that the settlor's wishes should be respected and that the appellant lacked locus standi to file the suit.
Finding of the Court:
The Court held that the appellant had locus standi to file the suit as a member of the family and a potential beneficiary of the Trust. The Court struck down the clause restricting female membership in the Board of Trustees as contrary to public policy and the basic structure of the Constitution. The Court also held that the appellant was entitled to be inducted as a trustee as there were vacancies to be filled.
Issues: 1. Whether the appellant had locus standi to file the Originating Summons suit. 2. Whether the clauses in the Trust Deed restricting female membership in the Board of Trustees were valid. 3. Whether the appellant was entitled to be inducted as a trustee.
Ratio Decidendi: 1. The Court relied on Rule 9 of the High Court Rules, Chapter XXXVIII, which allows any person claiming an interest under a written instrument to apply for determination of any question of construction arising out of the instrument. The Court held that the appellant, as a member of the family and a potential beneficiary of the Trust, had a sufficient interest to file the suit. 2. The Court held that the clauses in the Trust Deed restricting female membership in the Board of Trustees were contrary to the provisions of law, the basic structure of the Constitution, and public policy. The Court observed that the clauses discriminated against women and denied them the opportunity to participate in the administration of the Trust. 3. The Court held that the appellant was entitled to be inducted as a trustee as there were vacancies to be filled. The Court interpreted the term "vacancy" to include not only positions that became vacant due to death, resignation, or incapacity, but also positions that had not yet been filled since the creation of the Trust.
Final Decision: The Court allowed the appeal and dismissed the cross-objection. The Court answered the questions raised in the Originating Summons suit in favor of the appellant and held that she was entitled to be inducted as a trustee.
Ashim Kumar Banerjee, J.
1. This appeal would relate to interpretation of a clause in the Deed of Trust.
2. Pramila Saharia is the daughter-in-law of Late Ram Gopal Saharia who executed a Deed of Trust in 1960. The relevant clauses that would come up for consideration are quoted below:-
"20. The continuing Trustees may act notwithstanding any vacancy in their body provided, however, that if the number of the Trustees shall fall below the minimum fixed in clause 23 hereof the Trustees shall not except for the purpose of filling any vacancy act so long as the number in below the said minimum.
23. The number of Trustees shall not be more than 7(seven) and less than (three). Two Trustees present at a meeting shall form a quorum for any meeting of the Trustees.
31. A person shall cease to be a Trustee in any of the following events:-
(A) If he dies, or
(B) If he without leave of absence does not attend any meeting of the Trustees for one calendar year, or absents for three meetings consecutively whichever is later or
(C) If he becomes bankrupt; or
(D) If he becomes insane or otherwise becomes incapable to act, or
(E) If he resign his office, or.
Provided, however, the disqualification mentioned in clause (B) shall not apply to the said Sri Ramgopal Saharia and to the members of the family of the Settlor who for the time being shall be the Trustee under the presents.
32. In case of any vacancy in the Board of Trustees, the same shall be filled up by the remain trustees provided, however, that at least two of them shall be from among the members of the family of the Settlor as laid down in the next clause. On the death or retirement of the Settlor trustee, his eldest son if not objected to by three-fourth of the remaining Trustees shall become a Trustee and in such event, the new Trustee so coming in shall have the rights and privileges of the Settlor Trustee.
33. As amongst the members of the family of the Settlor to be chosen as Trustees the male shall have preference over the females, the senior in age will have preference over the junior in age and when a female is appointed as Trustee shall act as such only until there is no competent male member to act as a Trustee when she will automatically cease to be a Trustee and the Trustees will appoint such male member as Trustee in her place".
3. Initially, Ram Gopal Saharia was the founder trustee with his wife and son. In 1963 since Ramesh Saharia expired in his place Lokenath Khemani was appointed as trustee who was an outsider to the family. By a further resolution dated January 8, 1969 three trustees, namely, Ram Gopal Saharia, Choutmal and Lokenath held a meeting and asked Sarda Debi Saharia, the second wife of Ram Gopal Saharia, to vacate her post as a trustee to accommodate Krishna Kumar Saharia. Accordingly, Krishna was appointed. Since 2010 Pramila is claiming to be appointed as a trustee. Mahesh, the present trustee, would object to such inclusion, inter alia, on the following grounds:-
(i) Although the Deed of Trust would limit the number of trustees, minimum three and maximum seven the appointment could only be done in case there is a vacancy. Since at present there is no vacancy, although the number of present trustees is three unless there would be any vacancy, she cannot be accommodated.
(ii) As per the Deed of Trust, the female member of the family could only be accommodated once there is no eligible male member. At present, Mohan and Anant, two male members are already there in the Board of Trustees. As per the Deed of Trust, out of three, there must be one outsider. So, two male members and one outsider would constitute the present Board of Trustees. The present Board would constitute two male members and one outsider and there is no vacancy. Hence, Pramila cannot be accommodated. Moreover, the existing male members are competent to be appointed as trustees.
4. With this grievance, Pramila initially approached Rajasthan Civil Court, inter alia, praying for injunction in res
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