Back
IN THE HIGH COURT OF CALCUTTA
Sambuddha Chakrabarti, Arindam Mukherjee, JJ.
Priyambada Devi Birla And Birla Corporation Ltd. - Appellant
Versus
Arvind Kumar Newar And Others - Respondents
General Application No. 1 of 2019, 1735 of 2019; Appeal From Order No. 95 of 2019, 94 of 2019, 17 of 2019; A P O T No. 134 of 2019, 137 of 2019, 138 of 2019; Testamentery Suit No. 6 of 2004
Decided On : 04-05-2020
TESTAMENTARY SUIT - [KEYWORD] - GRANT OF LETTERS OF ADMINISTRATION - [SUBJECT] - ACT SECTION LIST - [ACT SECTION LIST] - SUMMARY - [SUMMARY]
Fact of the Case:
In a Testamentary Suit, [TS No.6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.] fiercely contested for over one and a half decade which was initially for grant of probate (with the Will annexed) and now for grant of Letters of Administration(with the will annexed) due to the death of the named executor in between, the defendant nos.1[b] and 1[c] have filed an application being GA No.1735 of 2019, inter alia, for directing the plaintiffs to implement the decision of the APL Committee(Administrator pendente-lite) dated 19th July, 2019 and if necessary to adjourn the Annual General Meeting of Vindhya Telelinks Ltd. [in short, VTL], Universal Cables Ltd. [in short, UCL], Birla Cable Ltd. [in short, BCL] and Birla Corporation Ltd. [in short, Birla Corp.] and issuance of notice, if necessary to the said Companies, Trust and Societies of MP Birla Group as indicated in the schedule to the said application.
Finding of the Court:
The impugned order dated 2nd August, 2019, as clarified by the order dated 5th August, 2019, is, therefore, not sustainable in view of the fact that orders and/or directions were passed interfering with the holding of AGM by Companies which are separate juristic entities without first deciding the issue of jurisdiction. Even if the deceased held shares in such Companies, which are subject matter of the bequest under the Will in question, the jurisdiction to pass orders in respect thereof had to be decided first when specifically raised. The order dated 9th August, 2019, which is a subsequent order wherein the learned Single Judge has exercised probate jurisdiction when the issue of inherent lack of jurisdiction was kept pending for decision, is also not sustainable on the same ground.
Issues: 1. Whether the probate Court has the jurisdiction to pass orders against Companies which are third parties to the testamentary suit? 2. Whether the probate Court can interfere with the holding of AGM by Companies which are separate juristic entities? 3. Whether the probate Court can pass an order of injunction in respect of the properties involved in the testamentary suit?
Ratio Decidendi: 1. A probate Court does not have the jurisdiction to pass orders against Companies which are third parties to the testamentary suit. 2. A probate Court cannot interfere with the holding of AGM by Companies which are separate juristic entities. 3. A probate Court can pass an order of injunction in respect of the properties involved in the testamentary suit only in an extreme case.
Final Decision: The three appeals being APO 94 of 2019, APO 95 of 2019 and APO 17 of 2020 are accordingly allowed without any order as to cost.
JUDGMENT
Arindam Mukherjee, J. - In a Testamentary Suit, [TS No.6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.] fiercely contested for over one and a half decade which was initially for grant of probate (with the Will annexed) and now for grant of Letters of Administration(with the will annexed) due to the death of the named executor in between, the defendant nos.1[b] and 1[c] have filed an application being GA No.1735 of 2019, inter alia, for directing the plaintiffs to implement the decision of the APL Committee(Administrator pendente-lite) dated 19th July, 2019 and if necessary to adjourn the Annual General Meeting of Vindhya Telelinks Ltd. [in short, VTL], Universal Cables Ltd. [in short, UCL], Birla Cable Ltd. [in short, BCL] and Birla Corporation Ltd. [in short, Birla Corp.] and issuance of notice, if necessary to the said Companies, Trust and Societies of MP Birla Group as indicated in the schedule to the said application.
2. The said application on being moved an ad-interim order was passed on 2nd August, 2008 wherein the learned Single Judge directed that the APL Committee shall, on urgent basis, take a decision as to who amongst them shall exercise the voting right on behalf of the said Committee with regard to the shares belonging to the estate an held in the Companies of which the Annual General Meeting [in short, AGM] were scheduled to be held pursuant to the notices issued as aforesaid. The learned Single Judge also directed that the election process in such companies shall continue and shall be completed within the time schedule but the result of the election shall not be made publish until expiry of six weeks from the date or without the leave of the Court, whichever happens earlier. Directions for filing of affidavits were also given.
3. The matter upon being mentioned by defendant nos. 1[d] and 1[(c], on 5th August, 2019 it was clarified that the word "election" mentioned in the order dated 2nd August, 2019 shall mean the election in terms of two notices dated 16th May, 2019 another dated 17th May, 2019 and one other notice dated 1st July, 2019 all being part of annexure-F of the said application being G.A. No. 1735 of 2019.
4. It will, therefore, appear from the order dated 2nd August, 2019 as clarified by the order dated 5th August, 2019 that the election result and the voting right on behalf of the APL Committee meant in respect of the Companies, which were holding their respective AGM's pursuant to the notice dated 16th May, 2019, 17th May, 2019 and 1st July, 2019 which meant VTL, UCL, BCL and Birla Corporation.
5. It will also appear from the order dated 2nd August, 2019 that the plaintiffs have taken out two applications, one being GA No.1761 of 2019, inter alia, challenging the decision taken by the APL Committee by majority on 19th July, 2019. This application was in the list on 2nd August, 2019. The other application was, however, not in the list on that day.
6. The said two orders respectively dated 2nd August, 2019 and 5th August, 2019 are challenged in APO No.94 of 2019 filed by BCL and in APO No.17 of 2020 by VTL before us.
7. Subsequently, defendants nos. 1[c] and 1[d] took out another application being GA No.1845 of 2019 in GA No.1735 of 2019 for further orders in aid of the reliefs claimed in GA No.1735 of 2019. In the said application being GA No. 1845 of 2019 filed in GA No.1735 of 2019 a further order was passed on 9th August, 2019 by the same learned Single Judge who passed the previous two orders.
8. It will appear from the said order dated 19th August, 2019 that the ambit of the order dated 2nd August, 2019 read with order dated 5th August, 2019 was further extended to include the "result of the election and/or voting" scheduled to be held on 13th August, 2019 pursuant to the notice dated 1st July, 2019 and the same shall not be published as indicated in the original order dated 2nd August, 2019. The notice dated 1st July, 2019 and the AGM scheduled to be held on 13th
AI
An indispensable Tool for Legal Professionals, Endorsed by Various High Court and Judicial Officers
Please visit our Training & Support
Center or Contact Us for assistance
Scan Me!
India’s Legal research and Law Firm App, Download now!
For Daily Legal Updates, Join us on :
Back to top
