IN THE HIGH COURT AT CALCUTTA CIVIL APPELLATE JURISDICTION ORIGINAL SIDE Present:-

The Hon’ble Justice Madhuresh Prasad And The Hon’ble Justice Supratim Bhattacharya APO 114 of 2016 With WPO 1157 of 2004 SAJAL DUTTA -Vs-

RESERVE BANK OF INDIA AND ORS.

OCOT 3 of 2016 IA No. GA/1/2025 SAJAL DUTTA -Vs-

RESERVE BANK OF INDIA AND ORS.

For the Appellant : Mr. S. N. Mookherjee, Sr. Adv.

Mr. Shounak Mitra, Adv. Mr. Samriddha Sen, Adv.

Mr. Vishwarup Acharyya, Adv.

For the Respondent No. 6 : Mr. S. N. Mitra, Sr. Adv.

Mr. Prantik Garai, Adv. Mr. Subhojit Roy, Adv.

Mr. Ramanuj Roy Chowdhuri, Adv.

Mr. Atish Majumdar, Adv.

For the RBI : Mr. Debdatta Sen, Sr. Adv.

Ms. Suchismita Ghosh Chatterjee, Adv.

Mr. Prasun Ghosh, Adv.

Judgment on : December 24, 2025.

Madhuresh Prasad, J.:

1. The Ruby General Hospital Company Limited (hereinafter referred to as the Company) was incorporated in the year 1991 by two non-resident Indians Dr. Kamal Dutta and Binod Prasad Sinha along with Sajal Dutta, the younger brother of Dr. Kamal Dutta, and an Indian entrepreneur. The company took up a project to establish a hospital cum diagnostic centre at Calcutta. The project cost was about Rs. 11 crores. 88% of the project, i.e. Rs. 8 crores were to be by way of NRI participation. The balance 11.12% of the shares was to be contributed by resident Indians. The NRI investment was approved by the Department of industrial development, government of India, Secretariat of Industrial Approval (SIA for short).

2. Dr. Kamal Dutta was one of the 1st directors of the said company. He along with Dr Binod Prasad Sinha held 52.74% of the equity shares in the company. Dr. Kamal Dutta contributed Rs. 4.26 crores out of which about Rs. 3.5 crores were by way of second-hand equipment brought from the USA. Sajal contributed Rs. 1.23 crores.

3. The Reserve Bank of India granted permission on 29.03.1997 for allotment of shares to Dr. Kamal Dutta for the equipment brought by him from the United States of America (USA for short). The permission however was withdrawn on 20.05.1998 at the instance of the company, which challenged the approval granted by the Reserve Bank of India before the Calcutta High Court, by filing a writ petition No. 525 of 1999 The High Court directed for giving a personal hearing to the parties.

4. The Reserve Bank of India once again granted approval for allotment of the shares. The approval was challenged by the company again, by filing another writ petition No. 1977 of 1999.

5. In compliance of the directions passed by the High Court the Reserve Bank of India again passed an order dated 07.05.2004 granting permission to allot shares to Dr. Kamal Dutta against supply of second- hand medical equipment imported from USA, treating the same as his capital contribution.

6. Certain directions passed in this writ petition were allegedly not followed properly, and another writ petition was filed by the company, being writ petition No. 1157 of 2004, wherein the permission dated 07.05.2004 granted by GM, RBI was again challenged by filing the present writ petition. The judgement dated 16.03.2016 passed therein is under challenge in the present intra court appeal.

7. The Company was the 1st petitioner in the writ petition. Sajal Dutta, the Managing Director was petitioner No.2. The writ petition was filed seeking quashing of the Speaking order dated 07.05.2004 passed by the General Manager of the Reserve Bank of India, Kolkata, (GM, RBI for short) in terms of section 19 (1) (d) of the Foreign Exchange Regulation Act, 1973 (FERA for short), granting permission to the company to issue 30,55,329 shares of Rs. 10 each on non-repatriation basis in favour of Dr. Kamal Dutta (Dr. Kamal for short). The permission was granted for issuance of shares against importation of second-hand medical equipment, for which Dr. Kamal had made the payments abroad. The GM RBI had also granted permission under section 29 (1)

(b) of the FERA to Dr. Kamal, an NRI, to hold such shares.

8. The writ petitioners alleged that du