PURNIMA MANTHENA Vs DR. RENUKA DATLA .
Bench: V. GOPALA GOWDA,AMITAVA ROY
Case number: C.A. No.-008275-008275 / 2015
Diary number: 13119 / 2015
Advocates: TATINI BASU Vs
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1
(REPORTABLE)
IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO. 8275 OF 2015 [ARISING OUT OF S.L.P. (C) NO. 12831 OF 2015]
PURNIMA MANTHENA AND ANOTHER …..APPELLANTS
VERSUS
DR. RENUKA DATLA & OTHERS …..RESPONDENTS
WITH
CIVIL APPEAL NO. 8276 OF 2015 [ARISING OUT OF S.L.P. (C) NO. 12835 OF 2015
MAHIMA DATLA …..APPELLANT
VERSUS
DR. RENUKA DATLA & OTHERS …..RESPONDENTS
WITH
CIVIL APPEAL NO. 8277 OF 2015 [ARISING OUT OF S.L.P. (C) NO. 20338 OF 2015
G.V. RAO …..APPELLANT
VERSUS
DR. RENUKA DATLA & OTHERS …..RESPONDENTS
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JUDGMENT
AMITAVA ROY,J.
Leave granted.
2. The steeled stand off encased in the decision
impugned, projects the members of a family, daughters
against their mother in particular, in a combative formation
in their bid to wrest the reins of a company, Biological E.
Limited (for short, hereinafter to be referred to as “the
company”) engaged in the business of pharmaceutical
products and vaccines. The differences that had surfaced
soon after the demise of Dr. Vijay Kumar Datla, the
predecessor-in-interest of the contending family members,
who at his death, was the Managing Director of the company,
have grown in acrimonious content with time, stoked by the
intervening events accompanied by a host of litigation. The
present appeals stem from the judgment and order dated
15.4.2015 rendered by the High Court of Judicature at
Hyderabad, for the State of Telangana and State of Andhra
Pradesh, in Company Appeal No. 17 of 2014 preferred by the
respondent Nos. 1, 2 and 3 herein, under Section 10F of the
Companies Act, 1956 (for short hereinafter to be referred to
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as “the Act”) assailing the order dated 6.8.2014 passed by
the Company Law Board, Chennai Bench (for short,
hereinafter to be referred to as “CLB”) in Company Petition
No. 36 of 2014 filed by them.
3. While entertaining the instant appeals, this Court
by order dated 12.5.2015, having regard to the
considerations referred to therein and as accepted by the
learned counsel for the parties, did make an endeavour to
effect an amicable settlement through mediation which,
however, did not fructify. The learned counsel for the
parties, as is recorded in the order dated 21.7.2015, on
instructions, vouched that the day-to-day functioning of the
company, however would be allowed to continue. The
appeals, in this backdrop have, thus, been analogously heard
on merits for disposal.
4. We have heard Mr. P.S. Raman, learned senior
counsel for the appellants in Civil Appeal arising out of
S.L.P. (C) No. 12831 of 2015 (who are also respondent Nos.
4 & 5 in SLP (C) No. 12835 of 2015 and 5 & 6 in SLP (C) No.
20338 of 2015), Mr. Shyam Divan, learned senior counsel
for the appellant in Civil Appeal arising out of S.L.P. (C) No.
12835 of 2015 (who is also respondent No. 5 and 4 in SLP
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(C) No. 12831 of 2015 and SLP (C) No. 20338 of 2015
respectively), Mr. P.P. Rao, learned senior counsel for the
appellant in Civil Appeal arising out of S.L.P. (C) No. 20338
of 2015 (who is also respondent No. 6 in S.L.P. (C) Nos.
12831 of 2015 and 12835 of 2015) and M/s. Parag P.
Tripathi and Sajan Poovaiah, learned senior counsel for Dr.
Renuka Datla ( respondent No. 1 in all the three Appeals).
5. Since the judgment under challenge is same in all
the appeals, for the sake of convenience, the facts are
being taken from Civil Appeal arising out of S.L.P. (C) No.
12835 of 2015.
6. A skeletal account of the facts in the bare
minimum, as available presently on the record, would
outline the contours of the respective assertions.
7. The company, which was initially promoted by the
father of respondent No. 1, with time took in its fold, Mr.
Venkata Krishnam Raju Datla, the father of Dr. Vijay Kumar
Datla (since deceased and husband of respondent No.1).
After the demise of the father of respondent No. 1, Dr. Vijay
Kumar Datla, who was inducted as the Chairman and
Managing Director of the company on 1.5.1972 stewarded,
nurtured and nourished it from strength to strength. The
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respondent No. 1, his wife, joined him initially as a Medical
Director, as she is a qualified medical professional and
w.e.f. 29.8.1991, was drafted in as the Executive Director of
the company. Dr. Vijay Kumar Datla, who continued as the
Chairman-cum-Managing Director of the company over the
years, expired on 20.3.2013 and at his death, he,
respondent No. 1 and Mr. G.V. Rao (respondent No. 6) did
constitute the Board of Directors of the company. Noticeably
Dr. Vijay Kumar Datla, in his individual capacity, then did
hold 81% of the shares thereof.
8 As the facts evince, Mr. G.V. Rao (respondent No. 6)
offered his resignation as a director vide his letter dated
6.4.2013 with immediate effect. It has been pleaded,
however, on behalf of the appellant that Mr. G.V. Rao
(respondent No. 6), on being requested by the family not to
abandon the company at its hour of crisis, its guardian and
mentor Dr. Vijay Kumar Datla having departed, did
reconsider his decision and addressed another letter dated
9.4.2013 to the Board of Directors expressing his inclination
to continue as the Director of the Board, intimating as well
that thereby he was withdrawing his resignation letter dated
6.4.2013.
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9. On the same day i.e. 9.4.2013, a meeting of the
Board of Directors was convened by Mr. G.V. Rao, in the
capacity of a Director of the company, which was attended
amongst others, by the three daughters of the respondent
No.1 i.e. Ms. Purnima Manthena (respondent No. 4), Ms.
Indira Pusapati (respondent no. 5) and Ms. Mahima Datla
(appellant). The respondent No. 1 did not attend the
meeting and as the minutes of the proceedings would record,
leave of absence was granted to her. In the same meeting,
Mrs. Indira Pusapati (respondent No. 5) was inducted as the
Director of the company to fill up the casual vacancy caused
by the death of Dr. Vijay Kumar Datla. Mr. G.V Rao
(respondent No. 6), was authorised, inter alia, to verify all
acts and deeds as would be necessary, expedient and
desirable to give effect to the resolutions adopted.
10 Thereafter, on 10.4.2013 and 11.4.2013 as well,
meetings of the Board of Directors of the company were held.
In these meetings also, respondent No. 1 did not attend and
leave of absence was granted. In the meeting dated
10.4.2013, along with two directors namely; Mr. G.V. Rao
(respondent No. 6) and Ms. Indira Pusapati (respondent No.
5), Mrs. Purnima Manthena (respondent No. 4) and Ms.
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Mahima Datla (appellant), amongst others, were present.
The meeting took note of a will dated 14.2.2005, said to be
executed by Dr. Vijay Kumar Datla in favour of Ms. Mahima
Datla (appellant) and resolved to transmit the equity shares
held by him and as referred to in the aforesaid will, in favour
of Ms. Mahima Datla (appellant). In the same meeting, it
was further resolved to appoint Ms. Mahima Datla (appellant)
and Ms. Purnima Manthena (respondent No. 4) as the
Additional Directors of the company, to hold the said office
up to the conclusion of next annual general meeting. Mr.
G.V. Rao (respondent No. 6), Director of the company was
authorised to verify all acts, deeds as would be necessary,
expedient and desirable to give effect to the resolutions
adopted.
11 In its next meeting held on 11.4.2013, in which
respondent No. 1 was absent and leave of absence was
granted to her, Ms. Mahima Datla (appellant) was appointed
as the Managing Director of the company for a period of
three years w.e.f. 11.4.2013. It was resolved as well to
request the Chairman to advise respondent No. 1 to officially
communicate the appointment of Ms. Mahima Datla
(appellant) as Managing Director of the company.
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12. Though the pleaded assertion of respondent No. 1 is
that she was neither noticed nor informed of the meetings
held on 9.4.2013, 10.4.2013 and 11.4.2013 and that the
proceedings thereof were a nullity, as the meeting dated
9.4.2013 could not have been validly convened by Mr. G.V.
Rao (respondent No. 6), who had, prior thereto, resigned from
the company and further that the meeting dated 9.4.2013
was sans the prescribed quorum, the progression of events
attest that on 15.4.2013, a letter had been addressed by her
(respondent No. 1) to the constituent fraternity of the
company, conveying the news of appointment of her
daughters i.e. Mrs. Purnima Manthena (respondent No. 4),
Mrs. Indira Pusapati (respondent No. 5) and Ms. Mahima
Datla (appellant) as the Directors of the Board thereof, with
particular reference to the appointment of Ms. Mahima Datla
(appellant) as the Managing Director, thereby seeking the
“blessings and guidance” of all concerned for enabling her to
discharge her new responsibility. Respondent No. 1,
however, at a later point of time, did allege exertion of
pressure and undue influence by the other Directors to
which she wilted, being in an anguished and forsaken state
of mind, still mourning the sudden demise of her husband,
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Dr. Vijay Kumar Datla.
13. While the matter rested at that, the respondent No.
1, Mrs. Purnima Manthena (respondent No. 4), Mrs. Indira
Pusapati (respondent No. 5) and Ms. Mahima Datla
(appellant) addressed a letter dated 24.5.2013 to the Board
of Directors conveying the decision of the members of the
HUF on consensus to divide 4594 shares thereof (HUF) held
by Dr. Vijay Kumar Datla, in equal shares. They also
appended to the letter, a Memorandum Of Undertaking to
this effect and requested the company to effect transmission
of shares in their favour, on the said basis.
14. Incidentally on the same day i.e. 24.5.2013, a
meeting of the Board of Directors was convened in which,
as respondent No. 1 was absent, leave of absence was
granted to her. In the said meeting, amongst other, taking
note of the Memorandum Of Understanding referred to in
the aforementioned letter dated 24.5.2013 signed by the
respondent No. 1 and Mrs. Purnima Manthena (respondent
No. 4), Mrs. Indira Pusapati (respondent No. 5) and Ms.
Mahima Datla (appellant), 4594 equity shares held by Dr.
Vijay Kumar Datla (HUF) were transmitted in their favour
in equal shares.
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15. A meeting of the Board of Directors was thereafter
convened on 22.8.2013 of which a notice was served on the
respondent No. 1. She did attend the meeting albeit with
reservations, whereafter through a host of letters, addressed
to the Board of Directors, she highlighted her objections,
inter alia, to the validity of the meetings held on 9.4.2013,
10.4.2013 and 11.4.2013 in particular and the resolutions
adopted therein.
16. On the receipt of notice of the Annual General
Meeting of the company, which was scheduled to be held on
28.11.2013, respondent No. 1 filed an application under
Section 409 of the Act before the CLB, which was registered
as Company Petition No. 1 of 2013, seeking principally a
declaration that the appointments of her three daughters
namely; Ms. Purnima Manthena (respondent No. 4), Mrs.
Indira Pusapati (respondent No. 5) and Ms. Mahima Datla
(appellant) as Directors of the company by virtue of the
meetings held on 9.4.2013, 10.4.2013 and 11.4.2013 to be a
nullity. While seeking a further declaration that Mr. G.V.
Rao (respondent No. 6) having resigned from the Board of
Directors of the company on 6.4.2013 with immediate effect,
he was neither entitled to continue as the Director nor did he
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have any authority to convene the aforesaid meetings and
transact the business therein, she also prayed that all acts,
deeds and decisions taken in and pursuant to the resolutions
in the said meetings be adjudged to be void and not binding
on the company. Apart from seeking a permanent
injunction restraining her three daughters namely; Ms.
Purnima Manthena (respondent No. 4), Ms. Indira Pusapati
(respondent No. 5), Ms. Mahima Datla (appellant) and Mr.
G.V. Rao (respondent No. 6) from functioning as Directors of
the company, by way of interim relief, she prayed for a
restraint on the ensuing Annual General Meeting fixed on
28.11.2013 and to appoint two ad hoc Directors for
administering the day-to-day affairs of the company along
with her.
17. By its ruling dated 17.12.2013, the CLB, after
considering the rival pleadings and the documents laid before
it, observed on a prima facie evaluation of the facts
portrayed, that the respondent No. 1 had recognised her
three daughters Ms. Purnima Manthena (respondent No. 4),
Mrs. Indira Pusapati (respondent No. 5) as the Directors and
Ms. Mahima Datla (appellant) to be the Managing Director of
the company. It was of the view that, though she received
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the letter of withdrawal of resignation of Mr G.V. Rao-
respondent No. 6, she had not responded thereto either
accepting or rejecting the same. On an appraisal of the
pleaded facts and the documents on record, the CLB
returned a finding that there was neither any change in the
Board of Directors nor in the management of the company
nor there was any likelihood of change in the ownership of
the company nor any likelihood of the new management
taking over the company nor any change in the shareholding
pattern of the company and concluded in the context of
Section 409 of the Act that respondent No. 1 had not made
out any ground for grant of any interim relief, as prayed.
Noting the assertion of the respondents therein that the
company had the necessary reserves to meets its debts and
that Mahima Datla (appellant herein) had stood as a
guarantor for the loans obtained from the banks, the CLB
was, thus, of the view that the apprehension of the
respondent No. 1, as expressed, was not substantiated by
any documentary evidence. Having recorded that the
respondent No. 1 was continuing as the Executive Director
of the company and that Mahima Datla (appellant herein)
being associated with its affairs was well acquainted
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therewith and that in the proposed Annual General Meeting
to be held on 18.12.2013 (which got deferred to this date
from 28.11.2013), the company was going to transact the
business, as notified, which did not disclose any proposed
change in the management or the ownership or taking over
by external agency, the CLB declined to grant stay of the said
meeting. This was more so, in view of the statutory mandate
qua Annual General Meeting of a company under the Act.
The respondent No. 1 was left at liberty to participate in the
said Annual General Meeting and the company was
permitted to conduct the same and take resolutions as per
the notice. The resolutions to be passed in the Annual
General Meeting were, however, made subject to the outcome
of the Company Petition No.1 of 2013.
18. Though the respondent No.1, being aggrieved by
this order, did prefer an appeal under Section 10F of the Act
being Company Appeal No. 1 of 2014, she participated in the
Annual General Meeting held on 18.12.2013 in which,
resolutions on the appointment of the appellants as
Directors/Managing Director and amongst others, the
enhanced remuneration of respondent No. 1 were adopted.
Eventually on 24.2.2014, the appeal stood disposed of as
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infructuous on the concurrence of the parties to join for the
necessary endeavours for early disposal of the Company
Petition No. 1 of 2013.
19 Close on the heels of the disposal of aforesaid
Company Appeal No. 1 of 2014, the respondent No. 1
instituted a suit being O.S. No. 184 of 2014 in the Court of
Chief Judge, City Civil Court, Hyderabad substantially
traversing the above facts and seeking a decree for a
declaration to be the absolute owner of the shares of the
company as enumerated in Schedule A to the plaint, on the
strength of a will claimed to have been executed in her
favour by Dr. Vijay Kumar Datla (since deceased) and a
direction to the defendants therein to transfer the same by
recording her name in relation thereto and to hand over the
possession of the share certificates to her. Her alternative
prayer, without prejudice to this relief, was for delineating
her extent of claim to the shares in the capacity of a working
spouse/widow of late Dr. Vijay Kumar Datla.
20 As the flow of the developments thereafter would
demonstrate, the respondent No. 1 withdrew the Company
Petition No. 1 of 2013 in July, 2014 with a liberty to
approach the appropriate forum for appropriate reliefs in a
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manner known to law. The Company Petition No.1 of 2013,
was, accordingly closed.
21 The respondent No. 1, in her renewed pursuit for
redressal of her grievances as perceived by her, next
instituted another petition before the CLB, which was
registered as Company Petition No. 36 of 2014 under
Sections 111A, 237, 397,398,402,403,404,406 of the Act,
1956 and Sections 58 and 59 of the Companies Act, 2013.
As the pleaded assertions made therein would attest, those
were in substantial reiteration of the facts narrated
hereinabove, with the added imputation that the respondents
therein were contemplating to transfer and consign the
undertakings of the company to other companies
incorporated and managed by the appellant herein and other
Directors so as to enable them, to dispose of the said assets
through their companies and appropriate the proceeds to
their benefits to the irreparable loss and detriment to the
company i.e. Biological E. Limited and its genuine
shareholders. She, however admitted, that the concerned
Directors in the meanwhile, had filed a scheme of
arrangement under Sections 391 to 394 of the Act before
the High Court of Andhra Pradesh for demerger of the
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undertakings of the company as listed out in the said
petition. A copy of the scheme of arrangement was also
appended to the petition alleging over all mis-management
and oppression by the Directors therein in particular,
consciously driving the company and its shareholders to a
state of ruination chiefly through the process of demerger.
The respondent No.1 prayed for a declaration of the acts of
the said Directors to be oppressive and prejudicial to the
interest of the company and to appoint an administrator
and/or Special Officer to manage the affairs thereof by
superseding the existing Board of Directors. In the
alternative, she also prayed for constitution of a committee
comprising of her representative to function as the
administrator and/or Special Officer for the management and
control of its affairs. She reiterated her prayer for (i)
declaring the Board meetings held on 9.4.2013, 10.4.2013
and 11.4.2013 as void ab-initio, (ii) removal of the appellant
herein and the other Directors from the office of the Directors
of the company and (iii) adjudging the transmission of
400951 equity shares held by Dr. Vijay Kumar Datla (since
deceased) to the appellant (Ms. Mahima Datla) as illegal, null
and void. A declaration to adjudge the resolutions passed in
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the Board meetings held on or after 20.03.2013 and also the
Annual General Meeting held on 18.12.2013 as non est was
also sought for. By way of interim relief, she prayed for
supersession of the Board of Directors and appointment of
interim administrator and/or Special Officer to assume the
charge of the affairs of the company and in the alternative,
prayed for constitution of a committee comprising of her
representative to discharge the said role.
22 The petition was taken up on 6.8.2014, on being
mentioned. In course of the arguments, though the
contesting respondents could not file their pleadings,
understandably it being the date of first hearing, the primary
facts, as adverted to hereinabove, having a bearing on the
dissensions were addressed and the CLB, after taking note
of the fact that the meeting of the company for considering
the scheme of demerger was scheduled to be held on
7.8.2014, as directed by the High Court, construed it to be
inexpedient to intervene in that regard. It observed as well,
that meanwhile a suit had been filed by the respondent
No.1 on the basis of a will said to have been executed in her
favour and that the same was pending adjudication and
concluded that it would not be appropriate to restrain the
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appellant (Ms. Mahima Datla) from exercising her voting
right in respect of 400961 equity shares. Noticeably, in
course of the submissions, it was pleaded on behalf of the
respondent No. 1 that the suit would be withdrawn. Qua
the alienation of immovable properties of the company, the
CLB recorded the submission on behalf of the respondents
therein that there was no intention to do so vis-a-vis the
movable and immovable properties of the company except
that may arise under the scheme of demerger. In response
to the submissions made on behalf of the respondent No. 1
that she ought not to be removed from the post of Executive
Director, it was submitted on behalf of the respondents
therein that no step would be taken to dislodge her without
the leave of the CLB. Taking note of these
submissions/undertakings, the CLB ruled that the
respondent No. 1 had not been able to make out any case for
grant of interim relief “at the time of mentioning of the
Company Petition” and permitted the respondents therein to
file their counter within a period of six weeks and fixed
9.10.2014 to be the next date.
23. The respondent No. 1 herein, being aggrieved,
preferred an appeal being Company Appeal No. 17 of 2014
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which has since been allowed by the judgment and order
dated 15.4.2015 impugned in the instant batch of appeals.
24 The High Court, as the decision assailed would
reveal, traversed the entire gamut of the facts involved as
available from the company petition and the documents
appended thereto and recorded its findings on all the
aspects of the discord and eventually granted the following
reliefs.
“1. An ad hoc Board of Directors constituted with appellant No. 1 as the Executive Director and respondent Nos. 2 to 4 as the Directors of respondent No. 1-company. Appellant No. 1 shall discharge the functions of the Managing Director of the company.
2. The ad hoc Board is responsible for the day-to- day functioning of the company and shall carry out the statutory obligations under the Act.
3. All the decisions shall be taken by the Board based on unanimity and consensus. If consensus on any aspect relating to the day-to-day affairs of the company is eluded among the Board members, appellant No. 1, as the Managing Director, shall approach the Company Law Board for appropriate directions.
4. The Board shall not transfer or deal with 81% shares held by late Dr. Vijay Kumar Datla in any manner till the dispute on the issue of succession is adjudicated in O.S. No. 184 of 2014.
5. The Board shall not take any major policy
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decisions unless there is unanimity among all its members and without the prior approval of the Company Law Board.
6. The ad hoc Board shall continue to function till O.S. No. 184 of 2014 is disposed of and appropriate orders in C.P. No. 36 of 2014 are passed thereafter.
7. The Company Law Board shall keep C.P. No. 36 of 2014 pending till O.S. No. 184 of 2014 is finally disposed of.”
25 The appeal was allowed and the accompanying
applications were disposed of as infructuous. In arriving at
its penultimate conclusions, leading to the arrangement
configured by the operative directions, as extracted
hereinabove, the High Court elaborately delved into the
factual details bearing on all facets of the surging disputes
between the parties, tracing from the issue of validity or
otherwise of the continuance of Mr. G.V. Rao as the Director
of the company, to the imputation of mis-management and
oppression, allegedly indulged in by the appellants and other
Directors including the perceived imminent possibility of
slicing off the assets of the establishment through a process
of demerger.
26 En route to the final deductions, the High Court did
dwell upon the validity of the Board meetings held on
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9.4.2013, 10.4.2013 and 11.4.2013 in particular and also
of the Annual General Meeting conducted on 18.12.2013, the
claim made by the respondent No. 1 in her suit based on a
will claimed to be executed in her favour by Dr. Vijay Kumar
Datla (since deceased), the letter dated 15.4.2013 written by
the respondent No. 1 as well as the accusation of
manipulation of the transfer of the majority of the shares of
the company in favour of Ms. Mahima Datla (appellant). It
held in no uncertain terms, that in fact there was no Board
of Directors legally in existence, thus necessitating a
workable arrangement for regulating the conduct of the
affairs of the company. Having regard to the contesting
claims to the shares on the basis of two wills and the
pendency of the suit instituted by the respondent No. 1, the
High Court construed it to be appropriate to proceed on the
premise that the appellant, her sisters and the respondent
No. 1 had more or less equal shares. In the backdrop of this
determination, the High Court, being of the view, that it
would be preferable to make an interim arrangement to
conduct the administration of the company, without the
induction of an outsider as an administrator/receiver, issued
the above-mentioned directions to ensure the same.
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27 As would be evident from the steps enumerated in
the impugned judgment and order in this regard, an ad hoc
Board of Directors was directed to be constituted with
respondent No. 1 as the Executive Director and her three
daughters as the Directors with the rider that the respondent
No. 1 would discharge the functions of the Managing
Director of the company. Thereby, the ad hoc Board was
allowed to continue to function till the suit i.e. O.S. No. 284
of 2014 was disposed of and appropriate orders in the
pending Company Petition No. 36 of 2014 were passed. It
was ordered that the CLB would keep the Company Petition
No. 36 of 2014 pending till the suit was finally disposed of.
28 To put it differently, by the impugned verdict, the
existing Board of Directors was substituted by an ad hoc
body adverted to hereinabove and the respondent No. 1 was
entrusted with the charge of office of the Managing Director
of the company. Further the arrangement, as directed, was
to continue till the disposal of the suit. The restraint on the
CLB from proceeding with Company Petition No. 36 of 2014
till the suit was decided, understandably was to postpone
the adjudication therein, till after the final determination of
the issues in the suit. For all essential purposes, therefore,
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the adjudication of Company Petition No. 36 of 2014 was
made conditional on the disposal of the suit.
29. Sustainability of the extent, propriety and
correctness of the scrutiny undertaken by the High Court
on the aspects of the lis between the parties pending the
examination thereof by the statutorily prescribed forum of
original jurisdiction i.e. the CLB in an appeal under Section
10F of the Act and the decisive bearing thereof, is the focal
point of impeachment in the instant proceedings.
30. Learned senior counsel for the appellants in all the
appeals have, at the threshold, urged that as the order dated
6.8.2014 of the CLB did not generate any question of law, as
enjoined by Section 10F of the Act, the High Court ought to
have summarily dismissed the appeal. According to the
learned senior counsel, none of the issues involved had been
considered and decided by the CLB and rightly, in absence
of the pleadings of the appellants and, thus, no appeal under
Section 10F of the Act was contemplated. The CLB vide its
order dated 6.8.2014, having plainly deferred the scrutiny of
the issues, taking note of the undertaking offered on behalf of
the appellants regarding the alienation of the properties of
the company and the assurance of the office of the Executive
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Director of the respondent No. 1, there was no finding based
on any adjudication and thus no question of law did emanate
to permit an appeal therefrom under Section 10F of the Act.
31. Without prejudice to these demur, the learned
senior counsel for the appellants emphatically argued that
not only in the attendant facts and circumstances, Mr. G.V.
Rao did lawfully continue as the Director of the company, he
having withdrawn his resignation prior to the date of the
meeting on 9.4.2013, they urged as well that all the
meetings of the Board held on or from 9.4.2013 including the
Annual General Meeting were to the full knowledge of
respondent No. 1 and the contentions to the contrary, are
factually untenable. Referring to the letter dated 15.4.2013 of
the respondent No. 1, whereby she acknowledged the
induction of the Mahima Datla (appellant) as the Managing
Director of the company and her two other daughters as the
Directors of the company, wishing them success on the new
venture, they maintained that her complaint qua this letter,
after a lapse of one year, being an after thought, was thus of
no relevance or significance. According to the learned senior
counsel, even assuming without admitting that the meetings
of the Board of Directors held on 9.4.2013, 10.4.2013 and
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11.4.2013 and thereafter were invalid as imputed by
respondent No. 1, the same got sanctified in the Annual
General Meeting held on 18.12.2013, in which she
participated without any cavil. The learned senior counsel
urged, that having regard to the situation eventuated by the
sudden demise of Dr. Vijay Kumar Datla and the urgent need
to attend to the day-to-day affairs of the company, a duly
constituted Board of Directors, was an imperative necessity,
and thus the steps taken by Mr. G.V. Rao to convene the
meetings dated 9.4.2013,10.4.2013 and 11.4.2013, to that
effect is even otherwise saved by the doctrine of necessity.
Further the issues raised by her in Company Petition No. 36
of 2014 being substantially the same in Company Petition
No. 1 of 2014, in which the CLB declined to grant
injunction to the conduct of the annual General Meeting
which was to be held on 18.12.2013, the High Court ought
not to have on an extensive evaluation of the same facts
afresh, overhauled the set-up of the company in the manner
done at the preliminary stage and that too in absence of any
tangible and legally cognizable evidence of oppression and/or
mis-management of the affairs thereof. They argued as well,
that as the suit filed by the respondent No. 1 was pending
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26
adjudication and the scheme of demerger involving the
company was also subjudice before the High Court in a
separate proceeding being Petition Nos. 721-722 of 2014,
the apprehension expressed on behalf of the respondent No.
1 of imminent alienation of the properties of the company at
their whims to irreparably wreck the existence thereof, was
grossly belied, and thus, could not have been a
consideration for superseding the existing Board of Directors
and replacing it by an ad hoc body with the respondent No. 1
as the Managing Director. They urged that the interim
arrangement modelled by the High Court making it co-
terminus with the suit tantamounts to grant of reliefs
claimed in the Company Petition No. 36 of 2014 finally,
pending disposal of the proceeding before the Board and on
this count alone, the impugned decision is liable to be
interfered with.
32. To endorse the above pleas, the following decisions
were pressed into service:
1. V. S. Krishnan and Others etc. vs. Westfort Hi-tech
Hospital Ltd. and Others etc. (2008)3 SCC 363
2. Wander Ltd. and Another vs. Antox India P. Ltd.
1990 (suppl.) SCC 727,
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27
3. Election Commission of India and Another vs. Dr.
Subramaniam Swamy and Another (1996) 4 SCC 104
4. The Commissioner of Income Tax, Bombay vs. The
Scindia Steam Navigation Co. Ltd. 1962(1) SCR 788
5. Lalit Kumr Modi vs. Board of Control For Cricket in
India and others (2011)10 SCC 106
6. Banku Chandra Bose and another vs. Marium Begam
and another AIR 1917 Cal 546
7. Gokaraju Rangaraju Vs. State of A.P. (1981)3SCC 132
8. State of Punjab and others vs. Krishan Niwas (1997)
9 SCC 31.
9. A.R. Antulay vs. R.S. Nayak & Another (1988) Suppl.
1 SCR1
33. In emphatic repudiation, the learned senior counsel
for Mrs. Renuka Datla (respondent No. 1) assiduously
insisted in favour of the maintainability of the appeal before
the High Court under Section 10F of the Act. They urged,
that the denial of interim relief by the CLB in the attendant
factual conspectus, was not only in disregard to the relevant
provisions of the Act and the Articles of Association of the
Company but also did adversely impact upon the legal right
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28
of the respondent No. 1 justifying the intervention of the
High Court under Section 10F of the Act. While questioning
the locus and competence of Mr. G.V. Rao as the Director of
the company, consequent upon his resignation and
reiterating the invalidity of the meetings of 9.4.2013,
10.4.2013 and 11.4.2013, they urged that not only the
respondent No. 1 was unaware thereof, but also there was no
such pressing urgency to rush through such steps for her
exclusion and that too while she was in the state of
mourning, having lost her husband. They repudiated as
well, the validity of the said meetings for want of quorum
and due notice and assailed also the Annual General
Meeting to be a nullity as the same could not have been
convened by or on behalf of the Board of Directors which was
non est in law for all intents and purposes. According to the
learned senior counsel, in any view of the matter, if such
meetings were in fact necessitated by the prevailing
exigencies, resort ought to have been taken of the relevant
provisions of the Act as well as Articles of Association. In
this context, they assertively dismissed the plea based on
the doctrine of necessity. They maintained that these
meetings, having regard to the manner in which the same
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29
were convened and conducted, smacked of the intention to
deprive the respondent No. 1 of her legitimate dues. They
assertively pleaded that the letter dated 15.4.2013 of the
respondent No. 1, purportedly accepting the induction of her
daughters in the Board of Directors, was not issued on her
volition, and thus was wholly inconsequential. As the
progression of events from 9.4.2013 did irrefutably
demonstrate, the endeavours of the appellant and the other
Directors of the Board to cast aside the respondent No. 1
and assume the absolute charge of the company to its
detriment and prejudice of its constituents, resulting in
oppression and mis-management of its affairs, the High
Court was eminently justified for its remedial intervention in
the overall well-being of the company, they pleaded. The
learned senior counsel argued that the rejection by the CLB
of the interim reliefs sought for by the respondent No. 1 did
give rise to a question of law, and thus the appeal under
Section 10F of the Act was unquestionably maintainable.
According to the learned senior counsel, the contemplation of
the demerger of the company did signal imminent cleavage of
its vital assets to reduce it to a carcass for the unlawful gain
of a selected few though unauthorisedly at the helm of
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affairs, warranting the substitution of Board of Directors by
the ad hoc body as effected by the impugned order. The
following decisions were cited in buttressal:
1. Raj Kumar Shivhare vs. Assistant Director,
Directorate of Enforcement and Another (2010)4SCC 772,
2. Waman Shriniwas Kini vs. Ratilal Bhagwandas & Co.
(1959) Suppl. 2 SCR 217.
3. V. S. Krishnan and Others etc. vs. Westfort Hi-tech
Hospital Ltd. and Others etc. (2008)3 SCC 363
4. Dale & Carrington Invt. (P) Ltd. and Another vs. P.K.
Prathapan and Others (2005) 1 SCC 212.
5. Pankaj Bhargava and Another Vs. Mohinder Nath
and Another (1991) 1 SCC 556.
34. In their short reply, the learned senior counsel for
the appellants maintained that not only the issue of
demerger is subjudice in a different proceeding before the
High Court under the Act, and thus could not have been
taken note of qua the allegation of oppression and mis-
management, there being neither any prayer for cancellation
of the appointment of Mr. G.V. Rao nor any necessity for the
replacement of the Board of Directors, the impugned
judgment warrants interference, pending disposal of the
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31
proceeding before the CLB on merits. The learned senior
counsel for the respondent No. 1 has not controverted the
pendeny of the demerger proceeding independently before the
High Court.
35. We have extended our anxious consideration to the
weighty and dialectical assertions exhaustively touching
upon the aspects of the debate, both legal and factual.
Understandably, as the impugned judgment stems from an
appeal under Section 10F of the Act, great emphasis has
been laid, both in favour and against the maintainability
thereof as well as the manner and extent of scrutiny of the
materials available on record, judged from the point of view
of the nascent stage of the proceedings before the CLB, at
which the appeal had been carried to the High Court.
Admittedly, the appeal preferred by the respondent No. 1
under Section 10F of the Act has been against an order dated
6.8.2014 of the CLB, declining to grant the interim relief in
entirety while securing the office of the respondent No. 1 as
the Executive Director of the company and noting the
pendency of the demerger proceeding as well as the
undertaking on behalf of the contesting Board of Directors
that the properties of the company except as would be
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32
required by way of demerger, would not be alienated. To
reiterate, by order dated 6.8.2014, the CLB deferred the
consideration of the prayer for further interim relief and
granted time to the contesting respondents therein to file
their pleadings. It is a matter of record that till the stage of
filing of the appeal under Section 10F of the Act before the
High Court, the contesting Board of Directors in the
proceeding before the CLB had not filed their pleadings.
36. In the above prefatory, yet presiding backdrop and
having regard to the decisive bearing of a finding on the
maintainability or otherwise of the appeal before the High
Court or the permissibility of the ambit of scrutiny
undertaken by it, expedient it would be to assay at the
threshold, these cardinal aspects in the proper legal
perspective.
37. Section 10F of the Act, which provides for appeal
against the order of the Company Law Board, for ready
reference is extracted hereunder:
“10F: Appeals against the order of the Company Law Board. Any person aggrieved by any decision or order of the Company Law Board [made before the commencement of the companies (Second Amendment) Act, 2002] may file an appeal to the High Court within sixty days from the date of communication of the decision
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33
or order of the Company Law Board to him on any question of law arising out of such order:
Provided that the High Court may, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within the said period, allow it to be filed within a further period not exceeding sixty days.”
38. As the quoted provision would reveal, a person
aggrieved by a decision or order of the CLB, may file an
appeal before the High Court within 60 days from the date of
communication of the decision or order to him on any
question of law arising out of such order. The period of
limitation prescribed, however, is extendable by the High
Court by another 60 days on its satisfaction that the
appellant had been prevented by sufficient cause in doing so.
39. The expression “decision or order” and “any
question of law arising out of such order” persuasively
command for an inquest, to appropriately address the issue
in hand. The right to appeal under Section 10F of the Act
unambiguously being one conferred by a statute, the aspect
of circumscription, if any, of the contours of the enquiry by
the appellate forum, would be of formidable
significance. The precedential guidelines available offer the
direction.
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40. In Scindia Steam Navigation Co. Ltd. (supra), a
Constitution Bench of this Court while dilating on the
contingencies on which a question of law would arise out of
an order of the Appellate Tribunal, as envisaged in Section
66(1) of the Income Tax Act, 1922 had ruled that when a
question of law is neither raised nor considered by it, it
would not be a question arising out of its order
notwithstanding that it may arise on the findings given by it.
It was propounded that it was only a question that had been
raised before or decided by the Tribunal that could be held to
arise out of its order.
41. In Dale & Carrington Invt. (P) Ltd. (supra), this
Court had an occasion to dwell upon the scope of Section
10F of the Act qua an appeal preferred against the decision of
the Company Law Board after a full-fledged adjudication
before the High Court. While negating the argument, that
the High Court could not have disturbed the findings arrived
at by the Company Law Board and record its own findings on
certain issues which it could not go into, this Court held that
if a finding of fact is perverse and is based on no evidence, it
can be set-aside in an appeal even though the appeal is
permissible only on the question of law. It was clarified that,
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perversity of a finding itself, becomes a question of law.
Reverting to the facts of that case, this Court observed that
the CLB had rendered its decision in a very cursory and
cavalier manner without going into the real issues which
were germane for the determination of the controversy
involved, and thus approved the exercise of the High Court
in elaborately dealing with the matter.
42. While reiterating in V.S. Krishnan and others
(supra), that the CLB is the final authority on facts and that
no question of law arises unless its findings are perverse,
based on no evidence or are otherwise arbitrary, this Court
reiterated that in an appeal under Section 10F “on a
question of law”, the jurisdiction of the appellate court is
restricted to the question as to whether on the facts as
noticed by the Company Law Board and as placed before it,
its conclusion was against law or was founded on a
consideration of irrelevant material or was as a result of
omission to consider the relevant material.
43. Adverting to the right of appeal, as a creature of
statute, as provided by Section 35 of the Foreign Exchange
Management Act, 1999, this Court in Raj Kumar Shivhare
(supra) held that the expression “any decision or order” did
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36
mean “all decision or order”. While extending this
interpretation to the expression “any decision or order”
applied in Section 35 as above, to dismiss the plea that such
an appeal is contemplated only from a final order, this Court
distinguished a right of appeal as a creature of statute from
an inherent right of filing a suit, unless barred by law. It was
underlined that while conferring such a right of appeal, a
statute may impose restriction or condition in law, limiting
the area of appeal, to question of law or sometime to a
substantial question of law and ruled that whenever such
limitations are imposed, those are to be strictly adhered to.
44. This Court in Wander Ltd. (supra), while dealing
with appeals against orders granting or refusing a prayer for
interlocutory injunction, did reiterate that the same, being in
exercise of judicial discretion, the appellate court ought not
interfere therewith and substitute its own discretion except
where such discretion is shown to have been exercised
arbitrarily or capriciously or perversely or where the Court
whose order has been appealed from, had ignored the settled
principles of law, regulating grant or refusal of interlocutory
injunctions. It was enunciated, that appeal against exercise
of discretion is an appeal on principle and the appellate
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37
court would not reassess the materials and seek to reach a
conclusion different from the one reached by the court below,
if it was reasonably possible on the materials available. It
was held as well, that the appellate Court in such a situation
would normally not be justified in interfering with the
exercise of discretion of the Court below, if made reasonably
and in a judicial manner, solely on the ground that if it had
considered the matter at the trial stage, it would have come
to a contrary conclusion. It was proclaimed that an
interlocutory remedy is intended to preserve in status quo,
the rights of the parties which may appear on a prima facie
examination of a case. It was held that the prayer for grant
of interlocutory injunction, being at a stage when the
existence of the legal right asserted by the plaintiff and its
alleged violation are both contested and uncertain and
remain uncertain till they are established at the trial on
evidence, it is required to act on certain well-settled
principles of administration of such interlocutory remedy
which is both temporary and discretionary. Referring to the
fundamental object of interlocutory injunction, this Court
noted with approval that the need for such protection of the
plaintiff against injury by violation of his rights must be
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38
weighed against the corresponding need of the defendant to
be protected against any injury resulting from the restraint
on the exercise of his rights, as sought for, which he could
not be adequately compensated. The need of one, thus was
required to be compared against the other, to determine the
balance of convenience to ensure an appropriate exercise of
discretion for an interim remedy as suited to a particular fact
situation.
45. The unequivocal legal propositions as judicially
ordained, to ascertain the emergence and existence of a
question of law, the scope of examination thereof by a court
of appellate jurisdiction and the balancing of the competing
factors in the grant of interlocutory remedy, hallowed by
time, indeed are well settled. A question of law, as is
comprehended in Section 10F of the Act, would arise
indubitably, if a decision which is the foundation thereof,
suffers from perversity, following a patent error on a
fundamental principle of law or disregard to relevant
materials or cognizance of irrelevant or non-germane
determinants. A decision however, on the issues raised, is a
sine qua non for a question of law to exist. A decision
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logically per-supposes an adjudication on the facets of the
controversy involved and mere deferment thereof to a future
point of time till the completion of the essential legal
formalities would not ipso facto fructify into a verdict to
generate a question of law to be appealed from. However, an
omission to record a finding even on a conscious scrutiny of
the materials bearing on the issues involved in a given case,
may be termed to be one. Be that as it may, in any view of
the matter, the appellate forum though exercising a
jurisdiction which otherwise may be co-ordinate with that of
the lower forum, ought to confine its judicial audit within the
layout of the adjudgment undertaken by the forum of lower
tier. This is imperative, more particularly in the exercise of
the appellate jurisdiction qua a decision on discretion
rendered at an introductory stage of any proceeding,
otherwise awaiting final adjudication on merits following a
full contest. It is settled that no adjudication at the
preliminary stage of a proceeding in a court of law ought to
have the attributes of a final verdict so as to prejudge the
issues at that stage, thereby rendering the principal
determination otiose or redundant. This is more so, if the
pleadings of the parties are incomplete at the threshold
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stage and the lower forum concerned seeks only to ensure a
working arrangement vis-a-vis the dissension and postpone
fuller and consummate appreciation of the rival assertions
and the recorded facts and the documents at a later stage.
46. Section 10F of the Act engrafts the requirement of
the existence of a question of law arising from the decision of
the CLB as an essential pre-condition for the maintainability
of an appeal thereunder. While the language applied therein
evinces that all orders, whether final or interlocutory, can be
the subject-matter of appeal, if it occasions a question of
law, in our comprehension, the Section per se defines the
perimeters of inquisition by the appellate forum conditioned
by the type of the order under scrutiny. The nature and
purport of the order i.e., interlocutory or final, would thus
logically present varying canvases to traverse and analyse.
These too would define the limits of adjudication qua the
appellate forum. Whereas in an appeal under Section 10F
from an order granting or refusing interim relief, being
essentially in the exercise of judicial discretion and based on
equity is an appeal on principle and no interference is
merited unless the same suffers from the vice of perversity
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and arbitrariness, such constrictions may not necessarily
regulate and/or restrict the domain of examination in a
regular appeal on facts and law. Section 10F, thus,
statutorily demarcates the contours of the jurisdictional
exercise by an appellate forum depending on the nature of
the order impugned i.e. interlocutory or final and both
cannot be equated, lest the pending proceeding before the
lower forum, if the order impugned is purely of interlocutory
nature, and does not decide any issue on a consideration of
the rival assertions on merits, stands aborted and is
rendered superfluous for all intents and purposes.
47. Reverting to the present facts, noticeably the parties
are contentiously locked on several issues, legal and factual,
a brief outline whereof has been set-out hereinabove. While
seeking the intervention of the CLB on the key accusation of
oppression and mis-management as conceptualised in
Sections 397 and 399 of the Act, the respondent No. 1 had
retraced the march of events from 9.4.2013, the date on
which, according to her, when the meeting of the Board of
Directors, invalid in law, was convened and conducted by
Mr. G.V. Rao , who allegedly had no authority to do so, he
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having resigned from the company. She had asserted her
express and implicit reservation in this regard and her
disapproval not only of the constitution of the Board of
Directors since then but also of the decisions taken from time
to time. Without recapitulating the stream of developments
that had occurred, suffice it to mention, that after a series of
intervening legal proceedings, she finally did submit a
petition before the CLB amongst other under Sections 397,
398,402/403/404 and 406 of the Act alleging oppression
and mis-management and highlighting in that regard, the
imminent possibility of alienation of the vital assets of the
company through a purported scheme of demerger to the
undue benefit of other Directors of the Board of the
company. In contradiction, the appellants and the
contesting Directors have not only endorsed the validity of
the meetings on or from 9.4.2013 contending that
respondent No. 1 though intimated thereof, had opted out
therefrom and on the basis of the record, have sought to
demonstrate her participation in the meetings, amongst
others on 24.5.2013, 22.8.2013 and the Annual General
Meeting held on 18.12.2013 as permitted by the CLB, they
have also emphatically adverted to the letter dated
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15.4.2013 addressed by the respondent No. 1 seemingly
acknowledging the lawful induction of the appellant (Ms.
Mahima Datla) as the Managing Director and her two sisters
as the Directors in the Board. The appellants and other
contesting respondents have also endeavoured to underline
that the respondent No. 1 has accepted the distribution of
the shares held by Dr. Vijay Kumar Datla in the HUF as
decided in the meeting dated 24.5.2013 and also the
enhancement in her remuneration as the Executive Director
as minuted in the Annual General Meeting dated
18.12.2013. There is no denial by her as well as of the
pendency of the demerger proceeding before the High Court.
48. In the above overwhelming factual premise, the
High Court, as the impugned decision would demonstrate,
being fully conscious that the proceeding before the CLB was
pending for final adjudication, proceeded to undertake an
in-depth exercise to fathom and analyse the facts and the
law involved and has recorded its decision on merits in total
substitution of the order of the CLB. This to reiterate, is in
absence of any pleadings by the appellants, the contesting
Directors before the CLB. This assumes importance as the
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High Court did resort to a full-fledged scrutiny of the factual
and legal aspects, to test the legality and/or validity of the
order dated 6.8.2014 of the CLB at the stage of mentioning.
Having regard to the fact that the appeal before the High
Court under Section 10F of the Act was one from an interim
order passed in exercise of judicial discretion at the stage of
mentioning, in our view, bearing in mind the permissible
parameters of exercise of appellate jurisdiction in such
matters, the elaborate pursuit so undertaken by it, is neither
contemplated nor permissible. The High Court, in any view of
the matter, was not dealing with a regular appeal under
Section 10F of the Act on a question of law from a decision
rendered by the CLB on merits, after a complete
adjudication. The appeal before it, being one on principle
and from an order rendered by the CLB in the exercise of its
discretion at the preliminary stage awaiting the pleadings of
the respondents therein, we are of unhesitant opinion that
the scrutiny in the appeal ought to have been essentially
confined to the aspects of which the CLB had taken
cognizance, to pass its order at that stage, and not beyond.
49. As it is, though a colossus of facts with the
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accompanying contentious issues are involved, having
regard to the stage at which the order of the CLB had been
passed, no exhaustive examination of the factual and legal
aspects ought to have been undertaken by the High Court to
record its conclusive deductions on the basis thereof.
Keeping in view the stage wise delineation of the
jurisdictional frontiers of the forums in the institutional
hierarchy as codified by law, the High Court's quest to
unravel the entire gamut of law and facts involved at the
preliminary stage of the proceeding before the CLB and to
record its findings on all issues involved on merits did
amount to prejudging those, thereby rendering the petition
before the CLB redundant for all intents and purposes.
50. In the instant case, though the CLB, as a matter of
fact, did not record any view on the merits of the case while
deferring the consideration of the interim relief , being
satisfied with the undertakings offered on behalf of the
appellants and other contesting Directors, the High Court
has, by the impugned decision, decisively furnished its views
and conclusions on all vital issues, as a consequence,
leaving little or none for the CLB to decide. This is not the
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46
role of the appellate forum as is contemplated under Section
10F of the Act qua the stage from which the appeal had
been preferred from the order of the CLB.
51. Noticeably in the face of the undertaking given by
the appellants and the pendency of the demerger proceeding
separately before the High Court, in our view, there did not
exist any searing urgency to substitute the existing Board of
Directors as done and to continue with it till the disposal of
the suit and at the same time to keep the proceeding of the
CLB pending till then. This is more so, as can be culled from
the order dated 6.8.2014 of the CLB, the status of the
respondent No.1 as Executive Director of the Company has
been secured and further alienation of the assets of the
company, otherwise has been restrained. Assuredly, these
are based on undertakings before the CLB as given by the
appellants, the contesting Directors and the CLB having
taken note thereof, the same are as good as binding
directions on the parties. The aspect of demerger as adverted
to hereinabove, is the subject matter of adjudication in a
separate proceeding on which, at this stage, no observation is
called for. Suffice it to state however, that the aspect of
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47
demerger for the present cannot ipso facto be an impelling
factor to conclude in favour of allegation of oppression and
mis-management as made by the respondent No. 1.
52. In the wake up of above, we feel persuaded to
interfere with the impugned decision of the High Court,
without observing any final opinion on the merit of the
contrasting assertions. In our comprehension, having
regard to the relief provided by the CLB by its order dated
6.8.2014 to the parties, it ought to be left to decide the
petition on merits after affording them a reasonable
opportunity of furnishing their pleadings. As in the course of
hearing, some grievance was expressed on behalf of
respondent No. 1 that her status as the Executive Director of
the company, stands undermined due to uncalled for
surveillance imposed at the instance of the existing Board of
Directors, we make it clear, as has been assured before us,
that she ought to be allowed to function in the aforesaid
capacity being provided with all facilities and privileges
attached to the office as permissible in law, so much so that
she does not have any occasion to complain in this regard.
This indeed ought to be in accord with the letter and spirit
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48
of the undertaking offered by the Board of Directors to the
CLB. The respondent No. 1 too would cooperate in the day
to day management of the affairs of the company in her said
capacity. The existing Board of Directors would also abide by
the undertaking as recorded in the order dated 6.8.2014 of
the CLB qua the alienation of the assets of the company. The
set-up of the Board of Directors and the arrangement vis-a-
vis the administration of the affairs of the company, as was
existing on the date on which the order dated 6.8.2014 was
passed by the CLB, would continue until further orders by
it. The CLB is, however, directed to dispose of the proceeding
before it as expeditiously as possible. As the suit filed by the
respondent No. 1, as noted hereinabove, is also pending, we
hereby direct the Civil Court before which it is pending, to
deal with the same with expedition as well, so as to provide
a quietus to the lingering family discord in the overall well-
being of the company and its constituents.
53. Before parting, we need to take note of the
submission of Mr. P.P. Rao, learned senior counsel
appearing for Mr. G.V. Rao that the averments made in sub-
paragraph 2 of the counter-affidavit filed by the respondent
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49
No. 1 at page 720 thereof besides being utterly incorrect
and defamatory are liable to be effaced from the records. We
are of the considered view that this assertion needs to be
sustained. We thus, expunge these averments being wholly
inessential for deciding the issues involved.
54. The appeals are, thus, allowed in the above terms.
The CLB and the Civil Court would decide the proceedings
before them on their own merits, without being in any way
influenced by any observation made herein. No costs.
….....…....................................J. (V. GOPALA GOWDA)
…............................................J. (AMITAVA ROY)
NEW DELHI; OCTOBER 6, 2015.