Supreme Court - Daily Orders
Ashok Kumar Poddar vs M/S.Ramkumar Shewchandray&Sons ... on 29 November, 2016
Bench: Ranjan Gogoi, N.V. Ramana
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IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO(S).11388 OF 2016
(Arising out of SLP(C) No.25832 of 2004)
ASHOK KUMAR PODDAR ...APPELLANT(S)
VERSUS
M/S.RAMKUMAR SHEWCHANDRAY & SONS
PVT.LTD & ORS ...RESPONDENT(S)
WITH
CIVIL APPEAL NO(S).11390 OF 2016
(Arising out of SLP(C) No.26243 of 2004)
WITH
SPECIAL LEAVE PETITION (CIVIL)NO.29548 OF 2011
WITH
SPECIAL LEAVE PETITION (CIVIL)NO.29549 OF 2011
O R D E R
SLP(C) Nos.25832 & 26243 of 2004
1. Leave granted.
2. Heard the learned counsels for the parties.
3. We have perused the order of the learned Signature Not Verified Digitally signed by NEETU KHAJURIA Date: 2016.11.30 Company Law Board, which was challenged before 18:42:31 IST Reason: the Calcutta High Court.
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4. The crux of the order passed by the Company Law Board which has been approved by the High Court is that the parties will give effect to Clause 6 of the family settlement dated 15.07.1989 which is extracted below :
“It is agreed that the liabilities of the firms Messrs. Ramkumar Shewchandray and that of M/s. Ramkumar Shewchandray & Sons Private Ltd. Shall be paid by the parties thereto and after adjustment of all accounts the said firm of Ramkumar Shewchandray along with the tenancy right will exclusively belong to Sri Debi Prasad Poddar and as consequence whereof Sri Durga Prasad Poddar, Sri Bhagwati Prasad Poddar will retire from the said partnership business of Ramkumar Shewchandray and likewise the controlling interest in the Share-Capital of the Company known as Ramkumar Shewchandray & Sons Private Ltd. Will belong to Sri Bhagwati Prasad Poddar and to his family members and/or his nominee or nominees as a consequence whereof all the shares owned and/or held by Sri Debi Prasad Poddar and Sri Durga Prasad Poddar and by their respective family members, friends and relations in the capital of Messrs. Ramkumar Shewchandray & Sons Private Ltd. will be transferred by them in the name of Sri Bhagwati Prasad Poddar and/or his nominee or nominees. The accounting and the valuation, for the purpose of transfer of the firm of Ramkumar Shewchandray and the shares of Ramkumar Shewchandray & Sons Private Ltd. Shall be mutually arrived at and settled between the parties but in case of difference of opinion the same will be settled by Sri N.M. Saraf and Sri L.P. 3 Agarwalla, whose decision shall be final and binding on all the parties.”
5. In terms of the order of the High Court under challenge in the present appeals, the appellants are required to transfer their shares to the respondent – Bhagwati Prasad Poddar Group at the price fixed by the Company law Board appointed auditor M/s. Love Lock Lewes, which had determined the share price at Rs.958.10 per share, if the Civil Suit No.391 of 1982 (for specific performance) is to go in favour of the Company and against the plaintiff in that suit. The suit in question pertains to the Mumbai property of the Company on the basis of which the valuation of the shares was made.
6. The challenge before us in these appeals is primarily with regard to the aforesaid part of the order.
7. The family settlement was of the year 1989 and the valuation of the shares were made in the year 1998. A period of nearly two decades has elapsed in the meantime. Though the initial notice of this Court dated 4 03.01.2005 appears to be somewhat circumscribed, the subsequent orders of this Court would go to show that this Court has not confined its examination of the matter to the limits contained in the initial order dated 03.01.2005.
8. Taking an over all view of the matter and particularly having regard to the galloping value of real estate in Mumbai, we are of the view that it would only be just, fair and equitable to order a fresh valuation of the shares after Civil Suit No.391 of 1982 is concluded. We order accordingly and dispose of the appeals in the above terms.
SLP(C) Nos.29548 & 29549 of 2011 Heard the learned counsels for the parties and perused the relevant material.
The argument that the order of the High Court remanding the matter for a fresh disposal of the suit, on consent of the parties, is contrary to the Order of this Court dated 1.10.2010 which had reiterated the 5 orders of the High Court dated 14.05.2004 and 30.09.2004, does not appear to be correct. The prohibition in the aforesaid orders is with regard to any compromise of the suit for specific performance. By the order under challenge what has been agreed to in the appeal is to have a de-novo hearing/a fresh consideration of the suit.
In view of the above, we find no merit in these special leave petitions. Both the special leave petitions are dismissed. The Suit in question shall now be heard and decided afresh by the learned trial Court. We order accordingly.
We make it clear that the order dated 1.10.2010 passed by this Court shall govern the parties until disposal of the suit and all proceedings arising therefrom.
....................,J.
(RANJAN GOGOI) ....................,J.
(N.V. RAMANA)
NEW DELHI
NOVEMBER 29, 2016
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ITEM NO.3 COURT NO.5 SECTION XVI
S U P R E M E C O U R T O F I N D I A
RECORD OF PROCEEDINGS
Petition(s) for Special Leave to Appeal (C) No(s). 25832/2004
(Arising out of impugned final judgment and order dated 30/09/2004 in APO No. 143/2004 passed by the High Court of Calcutta) ASHOK KUMAR PODDAR Petitioner(s) VERSUS M/S.RAMKUMAR SHEWCHANDRAY & SONS P.LTD & ORS Respondent(s) (with appln. (s) for c/delay in filing counter affidavit and directions and may refer to remarks and modification and permission to file additional documents, interim relief and office report) WITH SLP(C) No. 26243/2004 SLP(C) No. 29548/2011 (with Interim Relief and Office Report) SLP(C) No. 29549/2011 (With Interim Relief and Office Report) Date : 29/11/2016 These petitions were called on for hearing today. CORAM :
HON'BLE MR. JUSTICE RANJAN GOGOI HON'BLE MR. JUSTICE N.V. RAMANA For Petitioner(s) Mr. Jaideep Gupta, Sr. Adv.
Mr. Harin P. Raval, Sr. Adv. Mr. Parijat Sinha,Adv.
Mr. Pratik Jalan, Adv.
Ms. Reshmi Rea Sinha, Adv.
Mr. Harin P. Raval, Sr. Adv. Mr. Anil Agarwalla, Adv.
Mr. V. N. Raghupathy,Adv.
Mr. Varun Kapoor, Adv.
Mr. Harin P. Raval, Sr. Adv. Mr. Anil Agarwalla, Adv.
Mr. Rameshwar Prasad Goyal,Adv. Mr. Varun Kapoor, Adv.7
For Respondent(s) Mr. Gaurav Kejriwal,Adv.
Mr. Sujit Keshri, Adv.
Mr. Jaideep Gupta, Sr. Adv. Mr. Harin P. Raval, Sr. Adv. Mr. Parijat Sinha,Adv.
Mr. Pratik Jalan, Adv.
Ms. Reshmi Rea Sinha, Adv.
Ms. Ruby Singh Ahuja,Adv.
Mr. Nikhil Jain,Adv.
UPON hearing the counsel the Court made the following O R D E R S.L.P.(C) No.25832 and 26243 of 2004 Leave granted.
The appeals are disposed of in terms of the signed order.
In view of the above, all pending application(s) stand disposed of.
S.L.P. (CIVIL) NOS.29548 AND 29549 OF 2011 Special leave petitions are dismissed in terms of the signed order.
In view of the above, all pending application(s) stand disposed of.
(Neetu Khajuria) (Tapan Kr. Chakraborty)
Court Master Court Master
(Signed order is placed on the file.)