JAI MAHAL HOTELS PVT. LTD. Vs RAJKUMAR DEVRAJ .
Bench: ANIL R. DAVE,ADARSH KUMAR GOEL
Case number: C.A. No.-007914-007914 / 2015
Diary number: 1439 / 2013
Advocates: P. PARMESWARAN Vs
MEERA MATHUR
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REPORTABLE
IN THE SUPREME COURT OF INDIA CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO.7914 OF 2015 (ARISING OUT OF SLP (CIVIL) NO.4384 OF 2013)
JAI MAHAL HOTELS PVT. LTD. … APPELLANT
VERSUS
RAJKUMAR DEVRAJ & ORS. … RESPONDENTS
WITH
CIVIL APPEAL NO.7915 OF 2015 (ARISING OUT OF SLP (CIVIL) NO.4903 OF 2013)
WITH
CIVIL APPEAL NO.7919 OF 2015 (ARISING OUT OF SLP (CIVIL) NO.13752 OF 2013)
WITH
CIVIL APPEAL NO.7916 OF 2015 (ARISING OUT OF SLP (CIVIL) NO.13756 OF 2013)
WITH
CIVIL APPEAL NO.7917 OF 2015 (ARISING OUT OF SLP (CIVIL) NO.14309 OF 2013)
WITH
CIVIL APPEAL NO.7918 OF 2015 (ARISING OUT OF SLP (CIVIL) NO.14322 OF 2013)
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J U D G M E N T
ADARSH KUMAR GOEL, J.
1. Leave granted. The question raised in these appeals
relates to the scope of power under Section 111 of the
Companies Act, 1956, to direct rectification in the share
register of a company. The question has to be examined in
the context of correctness of the view taken in the
impugned order passed by the High Court directing
rectification at the instance of Respondent No.1-Rajkumar
Devraj and Respondent No.2-Rajkumari Lalitya Kumari (the
“DR Group”), who are the son and daughter respectively of
late Maharaja Jagat Singh (“LMJS”) .
2. LMJS held shares in M/s. Jai Mahal Hotels Pvt. Ltd.,
M/s. Ram Bagh Palace Hotels Pvt. Ltd., M/s Sawai
Madhopur Lodge Pvt. Ltd. and M/s. S.M.S. Investment
Corporation Pvt. Ltd. He died on 05th February, 1997
leaving behind a Will dated 23rd June, 1996 in favour of his
mother Gayatri Devi (“GD”). Succession certificate dated
19th February, 2009 was issued by the District Judge, Jaipur
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jointly in favour of GD and DR Group. GD executed
transfer deed dated 27th April, 2009 in favour of DR Group.
She also executed Will dated 10th May, 2009 in favour of
DR Group. She died on 29th September, 2009. Vide letter
dated 15th July, 2009, DR Group claimed transmission and
transfer of shares in their favour on the basis of succession
certificate dated 19th February, 2009 issued by the District
and Sessions Judge, Jaipur (Civil), transfer deed dated 27th
April, 2009 executed by their grand mother Gayitri Devi
(“GD”) along with revalidation of the letter issued by the
Registrar of Companies.
3. The application having not been accepted by the
Company, the DR Group filed appeals before the Company
Law Board (“CLB”), New Delhi. Urvashi Devi, grand
daughter of husband of GD from another wife (“UD
Group”) filed application for impleadment stating that the
succession certificate was a nullity. She accepted validity
of Will dated 23rd June, 1996 executed in favour of GD by
LMJS but contested the succession certificate. It was her
further case that DR Group had no right of succession in
view of Will dated 23rd June, 1996 and they were also not
heirs of GD as LMJS was adopted in another family. Further
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stand was that since at the instance of GD, proceedings
were stayed, succession certificate could not be granted
even at her instance. Stay granted by the High Court was
in a petition seeking consolidation of a probate case and
succession certificate. Section 370 of Succession Act was
also invoked. It was also submitted that the settlement
which was the basis of succession certificate was not
genuine. Her Will dated 10th May, 2009 was also
contested. Urvashi Devi, Prithvi Raj and Jai Singh also
sought transfer of shares in their favour claiming as heirs
of GD. It was submitted that GD could not enter into any
settlement contrary to the Will dated 23rd June, 1996.
Further contention was that she died intestate on 29th
September, 2009 and that DG has been disinherited by
LMJS in his Will dated 23rd June, 1996.
4. Suit No.32 of 2010 was also filed by the UD Group
before the District Judge, Jaipur, raising the dispute of
succession to the estate of GD. In the said suit, CMA No.20
of 2010 was filed under Order XXXIX Rules 1 and 2 CPC, for
temporary injunction. The application was dismissed by
detailed order dated 28th July, 2011. In the said application,
all the issues raised by the UD Group were examined prima
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facie, including validity of succession certificate dated 19th
February, 2009. The Court on considering the rival
submissions held :
“In such condition seeing the said entire facts and circumstances and the documents submitted no prima facie case is made out by the applicants for stopping the implementation of the order dated 19.02.2009 passed in S.A. No.134 of 1998 by the Learned District Judge, Jaipur till the disposal of the suit.”
5. The CLB dismissed the appeals filed by the DR Group
vide order dated 16th March, 2011. The Board framed
following questions for consideration :
“(i) Whether order dated 19.02.2009 in Succession Case No.134/98 is a nullity?
(ii) Whether a Will exists? (iii) Whether the alleged Will dated 23.06.1996
is required to be proved or disprove? (iv) Whether the probate proceedings in Case
No.32/2006 could be dismissed/disposed of on the basis of a settlement between the private parties?
(v) Whether probate proceedings exist as on date?
(vi) Whether construction of the Will is required?
(vii) Whether bar of Section 370 of the Indian Succession Act operates in the facts and circumstances of this case?
(viii)Whether Sections 373, 381, 383 and other provisions of the Indian Succession Act are applicable in the facts and circumstances of this case?
(ix) Whether Late Maharaj Jagat Singh was adopted?
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(x) Who really are the legal representatives for the shares held in the sole name of the deceased?”
6. To decide the above questions, following issues were
framed :
(i) Whether these petitions involve disputed and complicated questions of law and facts regarding entitlement to the estate of late Maharaj Jagat Singh?
(ii) If these petitions involve complicated questions of law and facts, whether these are maintainable before the CLB? To be precise, whether the CLB has jurisdiction in this matter or it is ousted on account of the competent court i.e. Civil Court having jurisdiction in this matter.
(iii) In case, the CLB exercising its discretion proceeds to decide the entitlement to shareholding attracting the provisions of sub-section (7) of Section 111, is the CLB competent to decide whether the alleged Will is proved or disproved? And as well as other questins enumerated in para 51 above.
(iv) Further, can be CLB ignore that in view of the stay order of the High Court the order dated 19.02.2009 in Case No.134/98 on which issuing of Succession Certificate is based and Succession Certificate is the basis for the petitioners in C.P. Nos.13 to 16 to claim transmission of shares, is a nullity, is it ab initio void in law, is it without jurisdiction, is it a merely nullity, it is not necessary for anybody who objects to that order, to apply to set it aside, he can only rely on its invalidity when it is set up against him, although he has not taken steps to set it aside, such order cannot give rise to any right whatever not even to a right to appeal, it can give rise to no
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rights and impose no obligations, the same can be ignored as nullity, that is, non-existent in the eye of law and it is not necessary to set it aside?
(v) Whether the order dated 19.02.2009 is unenforceable due to the bar of Section 370 of the Indian Succession Act, 1925 for granting Succession Certificate in the presence of the Will?
(vi) Can in view of Section 381 of the Succession Act, the Succession Certificate granted jointly in the name of the Rajmata and two grand children be operative after the demise of the Rajmata?
(vii) Can the probate proceedings in case No.327/06 be dismissed on the basis of a settlement between private parties?
(viii)Can probate proceedings decide entitlement?
(ix) Whether the CLB shall proceed to decide whether in the face of the alleged Will disinheriting Devraj & Lalitya, Late Rajmata can directly or indirectly still make them entitle to the estate of Late Maharaj Jagat Singh?
(x) Whether in the presence of the alleged Will disinheriting Devraj & Lalitya, the estate of Late Maharaj Jagat Singh devolve upon Rajkumari Urvashi, Maharaj Prithviraj Singh, Maharaj Jai Singh and Maharaja Bhawani Singh whose case is based on adoption of Late Maharaj Jagat Singh?
(xi) Whether the CLB can decide these questions in a summary jurisdiction is the main issue to be considered in this matter?
7. It was held that the Board could not decide the
complexity of facts and law which had arisen and such
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questions could be decided before the Civil Court and not
before the CLB. In this view of the matter, the matter was
not gone into on merits. The concluding part of the order
is as follows :
“67. Having carefully considered the facts of the present case and the nature of the allegations made by the parties as mentioned above and applying the ratio of the decisions mentioned above, I am of the view that such disputed and complicated questions of law and facts cannot be decided by the CLB in the summary jurisdiction under Section 111 of the Act. Such questions which are involved in the present case can be decided before the Civil Court on the basis of the oral and documentary evidence adduced by the parties in support of their respective cases. The CLB is not the forum to adjudicate on these complicated questions of law and facts. The issue “whether the application is not maintainable on account of its involving complicated questions of title” it is not necessary to decide the other issues raised in the case. ………”
8. DR Group moved the High Court of Delhi under
Section 10F of the Companies Act. UD Group also filed
appeals before the High Court. The High Court allowed the
appeals of DR Group and dismissed the appeal filed by the
UD Group. The operative part of the order passed by the
High Court is as follows :
“38. Having considered carefully, the facts of the present case and the nature of the allegations made by the respondents, it is clear that the alleged disputes raised by the respondent group in so far as the rectification
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issue is concerned are all illusory. Admittedly these shares were in the name of Jagat Singh who had bequeathed them to his mother Maharani Gayatri Devi and she in terms of a settlement arrived at between her grandchildren followed by her Will had bequeathed the said share holding thereafter in favour of her grandchildren i.e. the petitioner group. The respondents who were the cousins of Jagat Singh are not even claiming as legal heirs of Jagat Singh but only in their capacity of his legal representatives; these allegations do not in any manner affect the title of the shareholding of Jagat Singh. There is no involvement of any fraud or forgery. Petition under Section 111 of the Companies Act was well maintainable. 39. The CLB returning a finding opposite has committed an illegality which is liable to be set aside. It is accordingly set aside. The order dated 16.3.2011 is set aside; the member register of the companies be rectified in the name of the petitioner group and the petitioners i.e. Dev Raj and Lalitya Kumari be substituted in lieu of Jagat Singh. 40. As noted Supra, the appeals filed by the respondent group are infructuous; they have supported the order of the CLB, their prayer in the appeal that the shares register be rectified in their favour as necessarily to be dismissed as even as per their own statement, they do not have any document to support their submission that they are entitled to the rectification of the member register qua these shares of Jagat Singh in their favour.”
9. Thus, the High Court held that the succession
certificate dated 19th February, 2009 issued by the
competent court had to be taken as conclusive evidence
under Section 381 of the Indian Succession Act. The plea
that the succession certificate dated 19th February, 2009
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was in violation of stay order dated 20th August, 2008 was
rejected. It was observed that stay order was passed at
the instance of GD herself whose statement itself was the
basis of the order dated 19th February, 2009. Writ Petition
No.7524 of 2008 wherein order dated 20th August, 2008
was passed itself was got disposed of as infructuous on
18th January, 2011 in view of order dated 19th February,
2009. UD Group was in no manner connected with those
proceedings. As regards Suit filed by UD Group
challenging order dated 19th February, 2009, interim
application for stay of order dated 19th February, 2009 was
dismissed on 28th July, 2011. The Court had refused to
grant any interim injunction in favour of UD Group and
other plaintiffs. As regards disinheritance of DR Group in
Will dated 23rd June, 1996, it was observed that the reason
for disinheriting as mentioned therein was not against the
DR Group but only against the estranged wife of the
testator. The GD who was the legatee herself bequeathed
her rights in favour of the DR Group by duly signing the
transfer deeds and communicating the same to the Board
of Directors. She also executed Will dated 10th May, 2009.
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Mere fact that the same had been challenged was no bar
to the claim of the DR Group.
10. We have heard S/Shri H.P. Rawal, Sanjiv Sen, learned
senior counsel for the Companies, Shri Vikas Singh,
learned senior counsel for the UD Group and Shri C.A.
Sundaram, learned senior counsel for the DR Group and
perused the records.
11. Contention raised on behalf of the appellants mainly
is that jurisdiction under Section 111 of the Companies Act
is summary in nature and complicated questions of title
cannot be adjudicated upon in the said jurisdiction.
Reliance has also been placed on Ammonia Supplies
Corpn. (P) Ltd. vs. Modern Plastic Containers (P)
Ltd. 1, Standard Chartered Bank vs. Andhra Bank
Financial Services Ltd. 2, Luxmi Tea Company Limited
vs. Pradip Kumar Sarkar 3 and Bajaj Auto Ltd. vs. N.K.
Firodia 4. Further submission is that succession
certificate was void on account of interim order passed by
the High Court dated 20th August, 2008. Reliance has
1 1998 (7) SCC 105 2 2006 (6) SCC 94 3 1989 Supp. (2) SCC 656 4 1970 (2) SCC 550, 557
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been placed on Mulraj vs. Murti Raghonathji Maharaj 5,
Manohar Lal vs. Ugrasen 6, Ajudh Raj vs. Moti 7 and
Chiranjila Shrilal Goenka vs. Jasjit Singh 8.
12. It was also submitted that DR Group could not inherit
the rights of LMJS in view of the language of the Will dated
23rd June, 1996 and also on the ground that the Will
executed by GD was under challenge. In absence of the
said Will, DR Group could not acquire any rights as UD
Group was entitled to inherit the estate of GD.
13. Per contra, Shri Sundaram supported the view taken
by the High Court. His submission is that there is no real
dispute. The succession certificate in favour of DR Group
has to be acted upon especially when in the suit filed by
the UD Group, interim order has been declined and it has
been found that there was no prima facie case in
challenge to the said certificate. Pendency of suit without
there being any interim order in favour of the UD Group in
respect of succession to the estate of the GD was of no
consequence. The scope of power under Section 111(7) of
the Companies Act included jurisdiction to decide a
5 (1967) 3 SCR 84 6 2010 (11) SCC 557 7 1991 (3) SCC 136 8 1993 (2) SCC 507
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question of title. Apart from succession certificate and the
Will, GD had executed transfer deed and communicated
the same to the Board of Directors. In the face of her
statement in proceedings for succession certificate
followed by transfer deed, no dispute whatsoever,
remained as to the rights of DR Group to have the shares
transferred in their favour. The Board of Directors was
dominated by the UD Group who abused its position to
deprive DR Group of their rights. The CLB failed to
appreciate the scope of its jurisdiction as well as the scope
of controversy between the parties. The High Court rightly
allowed their appeal. Apart from relying upon the
judgment in Ammonia (supra), reliance was also placed
on judgment of Calcutta High Court by Ruma Pal, J. (as she
then was) in Nupur Mitra vs. Basubani Pvt. Ltd. 9.
14. We have given due consideration to the rival
submissions. The main question for consideration is
whether there is any real dispute between the parties
about the entitlement of DR Group to have the shares
transferred in their favour and whether the exercise of
9 1999 (2) Calcutta Law Times 264
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jurisdiction by the High Court is beyond the scope of
Section 111 of the Companies Act.
15. We are of the opinion that there is no real dispute
between the parties as held by the High Court. DR Group
has furnished the succession certificate as well as the
transfer deed executed by GD in their favour. The same
had to be acted upon. Moreover, the civil court in interim
application moved by the UD Group held that the UD
Group had no prima facie case. The said order was
required to be acted upon subject to any further order that
may be passed in any pending proceedings between the
parties. There is no conflicting order of any court or
authority. There is thus, no complicated question of title.
Moreover, there is no bar to adjudication for purposes of
transfer of shares unless the court finds otherwise. The
stay order obtained by GD herself could not debar her
from making a statement to settle the matter. The
judgments relied upon by the appellants have no
application to such a fact situation.
16. In Ammonia (supra), the scope of jurisdiction of the
Company Court to deal with an issue of rectification in the
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Register of Members maintained by the Company was
considered. Following Public Passenger Service Ltd.
vs. M.A. Khadar 10, it was held that jurisdiction under
Section 155 was summary in nature. If for reasons of
complexity or otherwise, the matter could be more
conveniently decided in a suit, the Court may relegate the
parties to such remedy. Subject to the said limitation,
jurisdiction to deal with such matter is exclusively with the
Company Court. It was observed :
“31. ……..It cannot be doubted that in spite of exclusiveness to decide all matters pertaining to the rectification it has to act within the said four corners and adjudication of such matters cannot be doubted to be summary in nature. So, whenever a question is raised the court has to adjudicate on the facts and circumstances of each case. If it truly is rectification, all matters raised in that connection should be decided by the court under Section 155 and if it finds adjudication of any matter not falling under it, it may direct a party to get his right adjudicated by a civil court. Unless jurisdiction is expressly or implicitly barred under a statute, for violation or redress of any such right the civil court would have jurisdiction. ……..”
17. Thus, there is a thin line in appreciating the scope of
jurisdiction of the Company Court/Company Law Board.
The jurisdiction is exclusive if the matter truly relates to
rectification but if the issue is alien to rectification, such
matter may not be within the exclusive jurisdiction of the
Company Court/Company Law Board.
10 AIR 1966 SC 489
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18. In Standard Chartered Bank (supra), scope of
Section 111(7) was considered. It was observed that
jurisdiction being summary in nature, a seriously disputed
question of title could be left to be decided by the civil
court. It was observed :
“29 ……The nature of proceedings under Section 111 are slightly different from a title suit, although, sub-section (7) of Section 111 gives to the Tribunal the jurisdiction to decide any question relating to the title of any person who is a party to the application, to have his name entered in or omitted from the register and also the general jurisdiction to decide any question which it is necessary or expedient to decide in connection with such an application. It has been held in Ammonia Supplies Corpn. (P) Ltd. v. Modern Plastic Containers (P) Ltd. that the jurisdiction exercised by the Company Court under Section 155 of the Companies Act, 1956 (corresponding to Section 111 of the present Act, before its amendment by Act 31 of 1988) was somewhat summary in nature and that if a seriously disputed question of title arose, the Company Court should relegate the parties to a suit, which was the more appropriate remedy for investigation and adjudication of such seriously disputed question of title.”
19. In Luxmi Tea Company Limited and Bajaj Auto
Ltd. (supra), it was observed that a company did not have
any discretion in rectifying its register except to require
the procedure being followed.
20. In the present case, as already observed, there is no
real dispute between the parties. The DR Group followed
the due procedure. It had the succession certificate in its
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favour apart from the transfer deed from GD, who
admittedly inherited rights from LMJS. Will in favour of GD
is beyond any dispute. Thus, the DR Group derived rights
from the GD by documents executed by her in her lifetime
and conveyed to the Company. Even if the Will of GD is
not taken into account, for purposes of issue of
rectification, the documents executed by GD clearly
entitled the DR Group to have the rectification made.
21. The decisions in Mulraj, Manohar Lal, Ajudh Raj
and Chiranjilal Shrilal Goenka (supra) are of no
relevance to a situation where the beneficiary of the
interim order itself opts to proceed with the matter in
respect of which stay is granted by higher Court. In the
present case, GD having settled the matter and having
herself sought rectification, the interim order granted at
her instance could be no bar against the DR Group. The
decisions sought are thus, of no relevance to such a
situation.
22. We sum up our conclusions as follows :
(i) LMJS executed will in favour of his mother – GD which is not in dispute;
(ii) GD and DR jointly obtained succession certificate;
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(iii) GD signed the transfer deeds and communicated the same to the Board of Directors; and
(iv) The civil court vide order dated 28th July, 1991 declined to grant temporary injunction finding no prima facie case against the succession certificate.
23. In above circumstances, even in summary
jurisdiction, the CLB had no justification to reject the claim
of the DR Group. The High Court rightly reversed the said
order.
24. In view of the above, we find no merit in these
appeals. The same are dismissed with costs quantified at
Rs.5 lakhs in each of the appeals.
…………..……..…………………………….J. [ANIL R. DAVE]
…………..….………………………………..J. [ADARSH KUMAR GOEL]
NEW DELHI SEPTEMBER 23, 2015
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