Supreme Court - Daily Orders
P. Narayanasamy(D) Thr. Lrs. vs S.B.I &Amp; Ors on 17 January, 2018
Bench: Ranjan Gogoi, R. Banumathi
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IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO(S).449 OF 2018
[Arising out of Special Leave Petition
(Civil) No.3402 of 2014]
P. NARAYANASAMY(D) THR. LRS.
& ORS. ...APPELLANT(S)
VERSUS
STATE BANK OF INDIA
& ORS. ...RESPONDENT(S)
ORDER
1. Leave granted.
2. The bare facts that would be required to answer the question arising in the present appeal are as follows:
There are two factions/groups in a family with separate holdings in a private limited company which owns the property in dispute which is a piece of land measuring about 9.08 acres. The faction of the Signature Not Verified Digitally signed by family represented by the respondent(s) VINOD LAKHINA Date: 2018.01.18 15:58:07 IST Reason: 2 sold the said land to the 8th respondent, allegedly, without the consent and knowledge of the appellants’ faction. The 8th respondent mortgaged the land in question in favour of the Indian Bank/State Bank of India against a loan availed of by M/s Pioneer Feeds and Poultry Products Pvt. Ltd. The 8th respondent was a guarantor in respect of the said loan.
3. The appellants’ faction of the family moved the Company Law Board with a company petition (i.e. Company Petition No.8 of 2003) under Sections 397 and 398 of the Companies Act, 1956 alleging oppression and mismanagement on account of various acts including the sale of the land in question. It appears that during the pendency of the said proceedings the appellants’ faction also instituted a suit bearing O.S. No.412 of 2006 for setting aside of the sale.
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4. The Company Law Board by order dated 25th August, 2009 allowed the Company Petition (No.8 of 2003) and held the sale to be without authority. As against this, the 8th respondent filed an appeal (i.e Company Appeal No.30 of 2009) before the Madras High Court. By order dated 8th January, 2010 the said appeal (Company Appeal No.30 of 2009) was dismissed. Following the dismissal of the appeal filed by the 8th respondent, O.S. No.412 of 2006 was not pursued by the appellants’ faction and the said suit (i.e. O.S. No.412 of 2006) was dismissed for non-prosecution.
5. The State Bank of India claiming to be unaware of the aforesaid facts and developments filed Company Appeal No.18 of 2011 before the High Court challenging the very same order of the Company Law Board dated 25th August, 2009 passed in Company 4 Petition No.8 of 2003.
6. By the impugned order, the said appeal (Company Appeal No. 18 of 2011) has been allowed by an order of remand to the Company Law Board on the ground that the order dated 25th August, 2009 passed by the Company Law Board in Company Petition No.8 of 2003 was contrary to the provisions of Section 402(e) and 405 of the Companies Act, 1956. While doing so, the High Court by the impugned order also set aside the order dated 25th August, 2009 passed in Company Petition No. 8 of 2003 which order was affirmed by a coordinate bench of the High Court by its order dated 8th January, 2010 passed in Company Appeal No.30 of 2009.
7. From the impugned order of the High Court it appears that the questions of law framed for determination in Company Appeal 5 No. 30 of 2009 as well as Company Appeal No.18 of 2011 are virtually identical. While the claim of res judicata may not come in the way of entertainment of the subsequent appeal filed by the State Bank of India i.e. Company Appeal No.18 of 2011 as State Bank of India was not a party to the earlier proceedings the High Court by the impugned judgment has virtually set aside its earlier order dated 8th January, 2010 passed in Company Appeal No.30 of 2009 which was not under challenge before it. The correct course of action in such a situation, in our considered view, would have been to make a reference of the matter to a larger bench for consideration as to whether the earlier order dated 8th January, 2010 passed in Company Appeal No.30 of 2009 required a re-look and the parties were to be heard once again on the question of competence of the respondents’ faction of 6 the family to effect the sale. Instead, what has been done by the High Court is to leave the aforesaid matter for determination by the Company Law Board. In the process the earlier order dated 8th January, 2010 passed in Company Appeal No.30 of 2009 of the coordinate bench stood virtually nullified. The course of action adopted by the High Court and its eventual conclusion in the matter, therefore, cannot be sustained.
8. In the above facts we deem it proper to remand the matter for a fresh consideration by the High Court by a larger bench. Such consideration will be made after hearing all the parties and as expeditiously as the business of the Court would permit.
9. We make it clear that it will be open for the parties to raise all 7 contentions before the High Court. We have expressed no opinion on the rights of either of the factions in the family to the property in dispute.
10. With the aforesaid observation we dispose of the present appeal.
....................,J.
(RANJAN GOGOI) ...................,J.
(R. BANUMATHI)
NEW DELHI
JANUARY 17, 2018
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ITEM NO.1 COURT NO.3 SECTION XII
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). 3402/2014 (ARISING OUT OF IMPUGNED FINAL JUDGMENT AND ORDER DATED 17-09-2013 IN CA NO. 18/2011 PASSED BY THE HIGH COURT OF JUDICATURE AT MADRAS) P. NARAYANASAMY(D) THR. LRS. & ORS. PETITIONER(S) VERSUS S.B.I & ORS RESPONDENT(S) (FOR FINAL DISPOSAL AND IA NO.6775/2018-PERMISSION TO FILE ADDITIONAL DOCUMENTS) Date : 17-01-2018 This petition was called on for hearing today. CORAM : HON'BLE MR. JUSTICE RANJAN GOGOI HON'BLE MRS. JUSTICE R. BANUMATHI For Petitioner(s) Mr. Guru Krishnakumar, Sr. Adv.
Mr. Aditya Verma, AOR For Respondent(s) Mr. Sanjay Kapur, AOR Ms. Megha Karnwal, Adv.
Ms. Mansi Kapur, Adv.
Ms. Shubhra Kapur, Adv.
UPON hearing the counsel the Court made the following O R D E R Permission to file additional documents is granted.
Leave granted.
The appeal is disposed of in terms of the signed order.
[VINOD LAKHINA] [ASHA SONI]
AR-cum-PS BRANCH OFFICER
[SIGNED ORDER IS PLACED ON THE FILE]