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2021 (1) TMI 816 - HC - Companies LawSeeking modification and/or clarification and also for further direction in support of the interim orders earlier passed - Seeking direction that the voting in relation to resolution no. 5 and 6 of the notice dated 1st July, 2019 for convening the Annual General Meeting of Birla Corporation Ltd. be stayed - HELD THAT:- From Section 247 it appears that a probate Court also takes the responsibility to administer the properties as left by the deceased and to preserve the status quo of such properties left by the Will through Administrator Pendente lite and such Administrator Pendente Lite shall be subject to the immediate control of the Court and shall always act under the Court's direction by which it has been appointed. In the present case such Administrator Pendenti Lite was appointed consisting of three members. Two nominated by plaintiffs and defendants and the third member was being a neutral person, a retired Judge of the Supreme Court was appointed initially and lastly Justice Mohit S. Shah, a retired Chief Justice of Calcutta and Bombay High Court. Administrator Pendenti Lite adopted various resolution and lastly on 19th July, 2019 and 30th July, 2019 in the interest of the estate so that the estate is preserved in its original form and it can be distributed to the rightful person. Since the Administrator Pendente Lite is under the immediate control of the court and its decision has not been implemented or could not be implemented by reason of objection by the nominee member of the plaintiff and while it is argued by the plaintiffs that the decision not being unanimous the plaintiffs are not inclined to implement the same the defendant/petitioner have come up with a prayer for a direction upon the parties to implement the decision of APL holding that the decision passed by the APL by majority is a good decision for all purpose and it should be carried out. The deceased had controlling shareholding in the investment Companies either by direct investment or along with other Investment companies. APL while exercising its authority over the estate of the deceased does not appear to have violated the order dated 23rd August, 2012 and therefore, it cannot be said that parties are not bound by the decision of the APL unless a contrary is proved. If a party is aggrieved by the decision of APL, it can reasonably be concluded now that since, the APL without any specific order from the Court has taken decision by majority instead of unanimity the same could have been agitated long before but having accepted the same and having subjected itself to the jurisdiction of the APL Committee recognizing that APL has got the authority to exercise within the scope of the order dated 23rd August, 2012, it is now an absurd proposition raised by the plaintiffs that since the APL has not taken any unanimous decision the same cannot be either implemented or be made binding upon the parties. Once the parties allowed themselves and they participated in the meeting without raising any objection that its decision if not unanimous cannot be deliberated in the meeting and after resolution has been adopted by majority it is no more open for the plaintiffs to agitate that the APL's decision 'by majority' is not binding on them - It is apparent that within its power and authority APL Committee, have right to exercise all such powers and perform all such acts as late PDB would have exercised had she been alive. PDB had controlling shareholding in the investment companies either by direct investment or along with other investment companies and PDB as the investment companies together with manufacturing companies through cross shareholding had controlling interest in all those manufacturing companies. This view has been confirmed by both Division and Single Bench of this Court and in view thereof APL Committee is well within its power to ask all entities which were under the control of PDB to exercise their voting right in regard to their investment in the share capital of any of the companies which were under the control of PDB, in the manner considered by the APL as beneficial to the interest of the Estate. All these entities of the group would have exercised their voting right in accordance with the directions of PDB had she been alive. Accordingly, now such entities would exercise voting right flowing from their investment in the companies controlled by PDB in the manner to be guided by the APL Committee. The phrases, "Prima facie case", "balance of convenience" and "irreparable loss" are to be considered based on the facts of each particular case and to meet myriad situations presented by man's ingenuity in given facts and circumstances, it is to be decided with sound exercise of judicial discretion to meet the ends of justice. Prima facie case is that which raises substantial question, of course bona fide, which needs investigation and, ultimately, a decision on merits - A case of temporary injunction is an action preventive in nature and a specie of precautionary justice intended to prevent apprehended wrong or anticipated mischief which if allowed to happened may not be un done and cannot be compensated by money. This Court is of the view that the defendant/petitioners have made out sufficient case to get an interim order/temporary injunction to preserve and protect the interest of the ultimate beneficiaries under the Will of PDB concerning the estate of the deceased and this Court in aid of the final relief in the Testamentary Suit in exercise of the power conferred under section 247 of Indian Succession Act, passes the following orders: (a) The plaintiffs shall implement the decision dated 19th July, 2019 and 30th July, 2019 of the APL Committee taken by majority as also all consequential decisions of the APL in furtherance of the said decisions and shall be restrained from drawing any benefit personally from out of the assets of the estate of the deceased during pendency of the Testamentary Suit. (b) Plaintiffs are also restrained from interfering with the decisions of the APL and any decision which might be taken by it in future by majority if the same directly or indirectly relates to the estate of the deceased and further the plaintiff no. 1, Harsh Vardhan Lodha is restrained from holding any office in any of the entities of M.P. Birla Group during pendency of the Suit. (c) Defendants are also restrained by an order of temporary injunction from interfering with the APL's decision by majority during pendency of the suit. Application disposed off.
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