Point of Law : Contempt applications - Willful, deliberate and contumacious violation of a common order - It is sufficient to say that HVL’s participation in Board meetings cannot be termed as contumacious violation of order of this court as willful disobedience has not been proved beyond reasonable doubt and there is a possibility that HVL could continue to hold office on strength of votes of public shareholders in exclusion to votes of APL Committee and Promoter and Promoter Groups and PACs.

JUDGMENT :

Shampa Sarkar, J.

1. These contempt applications have been filed by the defendants in Title Suit No. 6 of 2004 (a testamentary suit) alleging wilful, deliberate and contumacious violation of a common order dated October 1, 2020 passed by this Bench in APO No.89 of 2020, APO No.90 of 2020, APO No.91 of 2020, APO No.92 of 2020 and APO No.95 of 2020. The alleged contemnors are the plaintiff No.1, Harsh Vardhan Lodha (HVL) and each of the directors of the four public listed companies, namely, Universal Cables Ltd. (UCL), Birla Cable Limited (BCab), Vindhya Telelinks Limited (VTL) and Birla Corporation Limited (BCL). Harsh Vardhan Lodha’s participation in the Board Meetings of these companies as the director/chairman, have been alleged to be contumacious. The allegations are primarily against HVL and consequently against the directors of the companies who have allegedly aided and abetted HVL in committing the contempt. All the applications have been heard analogously.

2. Before dealing with the allegations, the factual backdrop of the case is discussed for convenience. An Administrator Pendente Lite Committee (APL Committee) was appointed in course of the probate proceedings which had been given the authority to exercise all rights flowing from the estate of Priyamvada Devi Birla (in short “PDB”), which were mainly controlling block of shares in the companies. The constitution of the committee changed from time to time. The said testamentary suit was filed by R.S. Lodha (RSL) executor, for grant of probate of the last Will and Testament of late PDB. Upon the death of RSL, it was converted into a suit for grant of letters of administration. HVL is the plaintiff No.1. By an order dated August 23, 2012 passed by this court, the extent of the estate of the rights and powers to be exercised by the said APL Committee in relation to the estate of PDB was laid down. APL Committee in the course of administration and management of the estate of PDB issued certain directions on July 19, 2019 and July 30, 2019.

3. These two decisions were challenged by the plaintiffs in the probate suit by filing two separate applications being G.A. 1761 of 2019 and G.A. 1786 of 2019. The defendants in the suit also filed two separate applications being G.A.1735 of 2019 and G.A. 1845 of 2019 praying for implementation of these decisions.

4. A learned Single Judge of this court by a common order dated September 18, 2020 disposed of the above applications filed by the parties. The operative part of the order is quoted below:-

“(a) The plaintiffs shall implement the decision dated 19th July, 2019 and 30th July, 2019 of the APL Committee taken by majority as also all consequential decisions of the APL in furtherance of the said decisions and shall be restrained from drawing any benefit personally from out of the assets of the estate of the deceased during pendency of the Testamentary Suit.

(b) Plaintiffs are also restrained from interfering with the decisions of the APL and any decision which might be taken by it in future by majority if the same directly or indirectly relates to the estate of the deceased and further the plaintiff no.1, Harsh Vardhan Lodha is restrained from holding any office in any of the entities of M.P. Birla Group during pendency of the Suit.

(c) Defendants are also restrained by an order of temporary injunction from interfering with the APL’s decision by majority during pendency of the suit.”

5. No orders were passed by the learned Single Judge with regard to the subsequent decisions of the APL Committee dated July 23 and 30, 2020. Aggrieved by the aforementioned order, the above-mentioned appeals were preferred by the companies as also by HVL. HVL challenged the order, inter alia, on the ground that by the order of the learned Single Judge, the APL Committee’s interference with his office as a director of these companies, having b