Calcutta High Court
Arbind Kumar Newar & Ors vs Harsh Vardhan Lodha & Ors on 24 August, 2020
Bench: Subrata Talukdar, Biswajit Basu
ORDER SHEET
A.P.O. No. 75 of 2020
G.A. No. 1065 of 2020
With
T.S. No. 6 of 2004
IN THE HIGH COURT AT CALCUTTA
Civil Appellate Jurisdiction
ORIGINAL SIDE
IN THE GOODS OF : PRYAMVADA DEVI BIRLA
-AND-
ARBIND KUMAR NEWAR & ORS.
-Versus-
HARSH VARDHAN LODHA & ORS.
BEFORE:
The Hon'ble JUSTICE SUBRATA TALUKDAR
-And-
The Hon'ble JUSTICE BISWAJIT BASU
Date : 24th August, 2020.
Mr. Anindya Kr. Mitra, Mr. Jayanta Kr. Mitra,
Mr. Partha Sarathi Sengupta & Mr. Abhrajit Mitra,
Sr. Advs. with Mr. Debanjan Mandal, Mr. S.K. Trivedi,
Mr. K. Vajani, Mr. Jishnu Chowdhury, Mr. S. Ray Chowdhury,
Mr. S. Mukherjee, Mr. S. Mitra, Ms. I. Hassan,
Mr. K. Mimani, Mr. D.K. Sarkar, Mr. S. Sarawgi,
Mr. S. Baweja, Mr. S. Tandon & Ms. A. Ghosh, Advs.
Mr. S.K. Kapur, Sr. Adv. with Ms. Vineeta Meharia,
Mr. Anuj Singh & Ms. Vaibhavi Pandey, Advs.
Mr. S.N. Mookherji, Sr. Adv. with Mr. Aakash Bajaj, Adv.
Mr. Ratnanko Banerjee, Sr. Adv. with Mr. Swarnendu Ghosh, Adv.
Mr. Hirak Kr. Mitra, Sr. Adv. with Ms. Suchismita Ghosh Chatterjee,
Mr. Malay Seal & Mr. Debdatta Sen, Advs.
Mr. Surajit Nath Mitra, Sr. Adv. with Mr. P. Mukhopadhyay,
Mr. D.N. Sharma & Mr. Koushik Chowdhury, Advs.
Mr. Ranjan Bachawat, Sr. Adv.
Mr. Vineet Naik, Sr. Adv.
appear.
2
Under challenge in this G.A. No. 1065 of 2020 is the order impugned
of the Hon'ble Single Bench dated 17th August, 2020 in G.A. No. 1005 of
2020 renumbered as G.A. No. 73 of 2020 connected to Title Suit No. 6 of
2004.
The order dated 17th August, 2020 was preceded by an order dated
11th May, 2020 also connected to proceedings arising out of Title Suit No. 6
of 2004. The Hon'ble Apex Court, by the order dated 11th May, 2020 in
S.L.P. (Civil) Diary No. 11167/2020, inter alia, held as follows -
"* * * *
Since the learned Single Judge is seized of the applications for
interim relief, we only clarify that the resolutions which have been
passed by the respective companies shall abide by such final
orders as may be passed by the learned Single Judge. The learned
Single Judge shall decide upon the issue of jurisdiction, together
with the applications for interim relief and render a final
determination thereof. The learned Single Judge shall endeavour to
do so preferably within a period of one month of the receipt of a
copy of this order.
All the learned senior counsel appearing on behalf of the
contesting parties have assured the Court that they shall cooperate
3
in the early disposal of the proceedings in accordance with the time
schedule."
Following the order dated 11th May, 2020, the Hon'ble Single Bench
held on 17th August, 2020 as follows -
"Mr. Kapoor, learned Senior Counsel appearing for the
defendant no. 1(b), moves this application today at the first sitting
of the Court. Considering the progress of the applications fixed
under the order passed by the Hon'ble Apex Court and particularly
that hearing is on the verge of completion on the main issue, it is
not desirable to allow Mr. Kapoor's prayer for interim order as
prayed for under the application in question at this stage."
At this juncture, it would be relevant to mention that the Hon'ble
Division Bench of this Court had, by a judgement and order dated 4th May,
2020, inter alia, held as follows -
"* * * *
1) 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,
4
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.
* * * *
4) We have also taken note of the fact that the ad-interim
orders/ ex parte ad-interim orders continued for around eight (8)
months but when it involves an inherent lack of jurisdiction the said
orders have to be set aside. The same is our conclusion even if the
order is treated as an ad interim order.
* * * *"
Learned Senior Counsel appearing in support of the application
challenge the action of the respondents to hold the Annual General
Meetings of four companies for the purpose of passing the Resolutions impugned, as detailed at Paragraph 3(x) of this G.A. No. 1065 of 2020. Learned Senior Counsel appearing for the respondents submit that the reliefs claimed in G.A. No. 1065 of 2020 cannot pre-empt a decision on jurisdiction which falls for consideration first by the Hon'ble Single Bench. 5 The attention of this Court is further drawn to the fact that several other associated G.A.s, being G.A. No.1735 of 2019, G.A. No. 1761 of 2019, G.A. No. 1786 of 2019, G.A. No. 1845 of 2019 and G.A. No. 2007 of 2019, again filed by the present appearing parties, are also pending before the Hon'ble Single Bench.
Having exhaustively heard the parties and considering the materials placed, this Court does not intend to examine the rival contentions at this stage on merits. However, this Court understands that the Hon'ble Single Bench by its order dated 17th August, 2020, read in the light of the order of the Hon'ble Apex Court dated 11th May, 2020, intended that all other issues inter se the parties would stand dependent on the prior adjudication of the main issue.
Accordingly, G.A. No. 1065 of 2020 is not detained. It is reiterated that this Court has not commented on the merits of any facet of the adjudication currently stated to be in progress before the Hon'ble Single Bench.
It is, however clarified, without prejudice to the contentions on merits raised by the parties before the Hon'ble Single Bench, that the steps taken qua the Resolutions impugned in G.A. No. 1065 of 2020 shall abide by such final order as may be passed by the Hon'ble Single Bench. 6
Before parting with this discussion, this Court records that parties have submitted for and against the maintainability of this G.A. No. 1065 of 2020 as well as the connected Appeal on the ground of the death of the Appellant/Applicant No.3(b). This Court leaves it to the parties to apprise the Hon'ble Single Bench apropo the same.
Since affidavits are not invited, allegations made are deemed to be denied.
Both the Appeal and the Application, being G.A. No. 1065 of 2020 and A.P.O. No. 75 of 2020 stand thus disposed of.
Parties shall be entitled to act on a Server Copy of this Order taken from the Official Website.
Certified copy of this order, if applied for, be given to the parties upon compliance of usual undertakings.
(BISWAJIT BASU, J.) (SUBRATA TALUKDAR, J.) K. Banerjee A.R. [C.R.]