Himachal Pradesh High Court
Eih Ltd. & Anr. vs . State Of H.P. & Ors. A/W Connected ... on 27 March, 2025
Author: Jyotsna Rewal Dua
Bench: Jyotsna Rewal Dua
EIH Ltd. & Anr. Vs. State of H.P. & Ors. a/w connected matter Ex. Pet. No.5 of 2023 a/w Ex. Pet. No.19 of 2023 27.03.2025 Present: Dr. Abhishek Manu Singhvi, Senior Advocate (through video conference) with Ms. Sneha Tanakiraman & Mr. Madhav Khosla, Advocates (through video conference) and Mr. R.L. Sood, Senior Advocate with Mr. Arjun Lall, Ms. Sanjivini Sood, Mr. Aakash Thakur, Mr. Sahil Thakur and Mr. Vidur Kapur, Advocates, for the petitioners in Ex. Pet. No.5 of 2023 and for the respondents in Ex. Pet. No.19 of 2023.
Mr. Dhruv Mehta, Senior Advocate (through video conference) with Mr. Vivek Negi, Advocate and Mr. Anup Rattan, Advocate General with Mr. L.N. Sharma, Additional Advocate General, for the petitioners in Ex. Pet. No.19 of 2023 and for the respondents in Ex Pet. No.5 of 2023. In furtherance of several orders passed in this execution petition from time to time and the order passed by the Hon'ble Apex Court on 20.02.2024 in SLP(C) Nos.3986-3988/2024, claimant No.1/EIH Ltd. has placed on record an affidavit of Sh. Rajaraman Shankar- President, Corporate & Legal Affairs, EIH Limited on behalf of EIH Limited. Material particulars of this affidavit are as follows:-
"1. That Execution Petition Number 5/2023 titled EIH Ltd Vs. State of H.P. along with Execution Petition Number 19/2023 titled State of H.P. Vs. EIH Ltd. are pending for adjudication before the Hon'ble Court and were listed before the Hon'ble Court on 22.03.2025, on which date this Hon'ble Court has passed the following order:-
"Learned Advocate General submits that some recent developments (proposals) are necessary to be brought on record of the case. At his request, for this purpose, list on 25.03.2025.
OMP No.94 & 851 in 2024 in Ex. Pet. No.19/2023 2 Dr. Abhishek Manu Singhvi, learned Senior Advocate for claimant No.1 has commenced his submissions. List for continuation on 10.04.2025, as prayed for."
2. That further, the Execution Petition Number 5/2023 titled EIH Ltd Vs. State of H.P. along with Execution Petition Number 19/2023 titled State of H.P Vs. EIH Ltd. were again listed before the Hon'ble Court on 25.03.2025, when this Hon'ble Court has passed the following order:-
"Ld. Advocate General prays for more time to bring on record the developments that are statedly taking place in the matter.
List on 27.03.2025."
3. That in compliance to the above orders and also to the judgment in SLP(C) No.3986-3988/2024 (XIV) dated 20.02.2024, titled EIH Ltd. and Anr. Vs. the State of Himachal Pradesh and Ors., the EIH Ltd. hereby agrees to hand over peaceful and vacant possession of the Property commonly known as Wildflower Hall, measuring about 77,471 Square Mtrs (102.19 Bighas) located at Mauja Chharabra, Pargana Dharthi, Tehsil & District Shimla bearing Khewat No.14/14, Khatauni No.18, Khasra Numbers: 81 to 101 comprising of land, trees, buildings and other structures. (Annexure "A" attached) on 31-03-2025 before 5 PM to the authorized Representative of the Government of Himachal Pradesh.
4. That all the three directors namely (Mr. Arjun Singh Oberoi), (Mr. Vikramjit Singh Oberoi) and (Mr. Tej Kumar Sibal) of MRL Company, have tendered their resignation and EIH Ltd shall forgo its right to nominate any director in the Company.
5. That EIH Ltd. has agreed to the dissolution of MRL Ltd Company subject to the settlement of accounts as per the terms of the arbitral award by the Chartered Accountants nominated by the Hon'ble Court.
6. That EIH Ltd. shall transfer all its shares in MRL Ltd to the Government of Himachal Pradesh at a valuation to be fixed by the order of the Hon'ble court.
7. That if the Government of Himachal Pradesh considers to permit EIH Ltd. to provide the management services of the property i.e., Hotel Wildflower Hall for the interim period under the short-term management agreement to be agreed upon and EIH Ltd hereby undertakes to this Hon'ble Court to facilitate smooth take over by the State of H.P. for conduct of public auction.
8. That thereafter management services shall be smoothly handed over to the successful bidder.
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9. I further declare and affirm that the contents of the present Affidavit as contained in paras 1 to 8 are true to my personal knowledge and belief. No part of the same is false and nothing relevant to the present query has been concealed therefrom.
Signed and Verified on this the 27th day of March 2025 at Shimla."
2. Mr. Anup Rattan, learned Advocate General and Mr. Dhruv Mehta, learned Senior Counsel, appearing for claimant No.2/State submit that the property in question is required to be handed over by claimant No.1/EIH Ltd. on "as is where is basis" on the date of handing over, i.e. 31.03.2025. Dr. Abhishek Manu Singhvi, learned Senior Counsel for claimant No.1/EIH Ltd. fairly submits that it will be handed over on "as is where is basis" on 31.03.2025.
3. Learned Senior Counsel for claimant No.1/EIH Ltd. submitted that all the Directors of EIH Limited have tendered their resignations from the Board of Directors of MRL and that EIH Limited now forgoes its right to nominate any Director in the Company.
4. Mr. Dhruv Mehta, learned Senior Counsel submits that claimant No.1/EIH is also required to transfer all its shares to claimant No.2/State by 31.03.2025 in accordance with paragraph 27 of the order dated 05.01.2024 passed in Execution Petition No.19 of 2023. Dr. Abhishek Manu Singhvi, learned Senior Counsel opposes this plea and submits that the issue of 4 transfer of shares is intrinsically linked with valuation of shares; Without being valued, the shares cannot be transferred and presently the dispute between the parties regarding correct valuation of shares is being adjudicated upon in OMP Nos.94 and 851 of 2024 in Execution Petition No.19 of 2023, which are fixed for hearing on 10.04.2025 for continued submissions of the parties; Therefore, transfer of shares cannot take place at present.
5. At this stage, Mr. Anup Rattan, learned Advocate General, states that he is under instructions to submit that claimant No.2/State is agreeable for transfer of shares by claimant No.1/EIH after decision of OMP Nos.94 and 851 of 2024 by this Court. This is agreeable to claimant No.1/EIH Ltd. In fact, paragraph 6 of the affidavit (extracted above) states that "EIH Ltd. shall transfer all its shares in MRL to the Government of Himachal Pradesh at a valuation to be fixed by the order of the Hon'ble Court". Learned Advocate General also submits that at present, State is not in a position to run/use the property in question and requires time in that regard to complete the tender process; In the interregnum, to ensure that the property in question, which is presently a going concern, is not wasted and there is no loss of revenue, the State is seriously 5 deliberating for giving the possession of the property in question to claimant No.1/EIH Ltd., after the latter hands back vacant possession of the same to the State on 31.03.2025, for its use as per mutually agreed terms & conditions for a specific period of time/till the tender process is completed by the State.
Taking note of the above, list this matter on 10.04.2025, as already fixed.
Jyotsna Rewal Dua
March 27, 2025 Judge
Mukesh