Universal Cables Limited v. ARVIND KUMAR NEWAR AND ORS.

rights arising out of the shares of the Estate of late Priyamvada Devi Birla such that the Board of Directors of East India Investment Company Private Limited, Gwalior Webbing Company Private Limited, Baroda Agents & Trading Company (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Private Limited. The Punjab Produce & Trading Company Private Limited and Punjab Produce Holdings Limited as on 10th April, 2019 is restored ; o. Early hearing of G.A. No. 1 of 2020 arising out of A.P.O. 92 of 2020 for grant of stay of the order dated 18th September, 2020 (to the extent challenged appeal). p. Ad interim order in terms of prayers above ; q. Such further and/or other order or orders be passed and/or direction or directions be made as this Hon’ble Court may deem fit and proper. GA/5/2021 (APO/92/2020) Prayer a. The directions dated 22nd April, 2021 and 14th May, 2021 passed by two of the three APLs in the form of minutes of meeting dated 22nd April, 2021 and 14th May, 2021 being Annexure “I” and Annexure “R” respectively hereto and/or any other similar decision of the two joint APLs be set aside and declared illegal, null and void ; b. Stay of the order dated 18th September, 2020 and especially the direction therein which restrains the petitioner from holding any office in any of the entities of the M.P. Birla Group during the pendency of the suit ; (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE c. Injunction restraining the joint APLs issuing any directions or communications and/or exercising any right in respect of shares not recorded in their names and/or included in the affidavit of assets being Annexure “L” and the unanimous inventory report dated 15th October, 2013 being Annexure “M” ; d. Direction upon the said two joint APLs to immediately withdraw all letters written by them to the Registrar of Companies, Reserve Bank of India, Societies, Trusts and the like where purporting to exercise rights not arising out of shares recorded in their names and/or included in the affidavit of assets being Annexure “L” or the unanimous inventory report dated 15th October, 2013 being Annexure “M” ; e. Injunction restraining the joint APLs and/or any of the parties to the present suit, their agents, servants or assigns from giving any effect or further effect to or taking any step on the basis of the purported decisions of the said two APLs dated 22nd April, 2021 and 14th May, 2021 ; f. Injunction restraining the joint APLs, their agents, servants, assigns from in any manner interfering with the management and affairs of companies, Societies, Trusts and/or any entity not party to T.S. No. 6 of 2004 ; (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE g. Ad-interim orders in terms of prayers above ; h. Such further orders or directions be passed as this Hon’ble Court may deem fit and proper. OCO/14/2020 – Cross Objection in APO No. 92 of 2020 filed by Pradip Kumar Khaitan, being the respondent No. 5 OCO/23/2020 – Cross Objection in APO No. 92 of 2020 filed by Devendra Kumar Mantri and Radha Devi Mohatta being the respondent Nos. 3 & 4 respectively. OCO/6/2020 - Cross Objection in APO No. 92 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan being the respondent Nos. 1 & 2 respectively.

#5. APO/94/2020 ARISING OUT OF TS 6/2004 Appellant – Priyamvada Devi Birla (deceased) Appeal filed by Meenakshi Periwal was plaintiff no. 4 of TS/6/2004 in favour of Harsha Vardhan Lodha (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE GA/1/2020 (APO/94/2020) Prayer a. Leave be granted to the petitioner to file a Memorandum of Appeal from the judgment and order dated 18th September, 2020 passed by the Hon’ble Justice Sahidullah Munshi in G.A. No. 1735 of 2019, G.A. No. 1761 of 2019, G.A. No. 1786 of 2019, G. A. No. 1845 of 2019, G. A No. 1005 of 2020, G. A. No. 1009 of 2020 and G. A No. 1121 of 2020 in T.S. No. 6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.] without a certified copy thereof on the petitioner’s following undertakings] : i. to have the order admitting the appeal drawn up, completed and to include a copy thereof in the paper book to be filed herein; ii. to have the order impugned drawn up, completed and to include a certified copy in the paper book to be filed herein; iii. to prepare and include a List of Dates pertaining to the question of limitation in the paper book to be filed herein ; b. Stay of the judgment and order dated 18th September, 2020 passed by the Hon’ble Justice Sahidullah Munshi in G.A. No. 1735 of 2019, G.A. No. 1761 of 2019, G. A. No. 1786 of 2019, G. A. No. 1845 of 2019, G. A. No. 1005 of 2020, G.A. No. 1009 of 2020 and G. A. No. 1121 of 2020 in T. S. No. 6 of 2004 [Harsh (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.], save and except to the extent mentioned in paragraph 59 hereof ; c. Leave be given to the petitioner to add, vary and/or amend the Memorandum of Appeal upon judgment and order dated 18th September, 2020 being made available to the petitioners. d. Leave be granted to the petitioner to file the instant appeal with a copy of the judgment and order dated 18th September, 2020 passed by the Hon’ble Justice Sahidullah Munshi in G.A. No. 1735 of 2019, G. A. No. 1761 of 2019, G. A. No. 1786 of 2019, G. A. No. 1845 of 2019, G. A. No. 1005 of 2020, G. A. No. 1009 of 2020 and G. A. No. 1121 of 2020 in T. S. No. 6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.] downloaded from the website of the Hon’ble Court. e. Ad interim orders in terms of prayers above ; f. Such further and/or other order or orders be passed, direction or directions be given as Your Lordships may deem fit and proper. OCO/15/2020 - Cross Objection in APO No. 94 of 2020 filed by Pradip Kumar Khaitan, being the respondent No. 5 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE OCO/24/2020 - Cross Objection in APO No. 94 of 2020 filed by Devendra Kumar Mantri and Radha Devi Mohatta being the respondent Nos. 3 & 4 respectively. OCO/7/2020 – Cross Objection in APO No. 94 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan being the respondent Nos. 1 & 2 respectively.

#6. APO/95/2020 ARISING OUT OF TS 6/2004 Appellant – Birla Corporation Ltd. third party notice company in the suit in favour of Harsha Vardhan Lodha GA/1/2020 (APO/95/2020) Prayer a. Leave be granted to the appellant to file the present appeal from the judgment and order dated 18th September, 2020 passed by the Hon’ble Justice Sahidullah Munshi in G.A. No. 1735 of 2019, G.A. No. 1845 of 2019, G.A. No. 831 of 2020, G.A. No. 832 of 2020, G.A. No. 842 of 2020 and G.A. No. 1005 of 2020 in T.S. No. 6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.] (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE b. Leave be granted to the appellants to file a Memorandum of Appeal from the judgment and order dated 18th September, 2020 passed by the Hon’ble Justice sahidullah Munshi in G.A. No. 1735 of 2019, G.A. No. 1845 of 2019, G.A. No. 831 of 2020, G.A. No. 832 of 2020, G.A. No. 842 of 2020 and G.A. No. 1005 of 2020 in T.S. No. 6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.], without a certified copy thereof on the appellants’ following undertakings : i. to have the order admitting the appeal drawn up, completed and to include a copy thereof in the paper book to be filed herein ; ii. to have the order impugned drawn up, completed and to include a certified copy in the paper book to be filed herein ; iii. to prepare and include a List of Dates pertaining to the question of limitation in the paper book to be filed herein ; c. Stay of the judgment and order dated 18th September, 2020 passed by the Hon’ble Justice Sahidullah Munshi in G.A. No. 1735 of 2019, G.A. No. 1845 of 2019, G.A. No. 831 of 2020, G.A. No. 832 of 2020, G.A. No. 842 of 2020 and G.A. No. 1005 of 2020 in T.S. No. 6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.], to the extent as set out in paragraph 29 hereof ; (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE d. Leave be given to file the instant appeal with the copy of the said judgment and order dated 18th September, 2020 downloaded from the website of the Hon’ble Court ; e. Leave be granted to the appellant to add, vary and/or amend the Memorandum of Appeal upon judgment and order dated 18th September, 2020 being made available to the appellant ; f. Ad interim orders in terms of prayers above ; g. Such further and/or other order or orders be passed, direction or directions be given as Your Lordships may deem fit and proper. OCO/16/2020 – Cross Objection in APO No. 95 of 2020 filed by Pradip Kumar Khaitan, being the respondent No. 5 OCO/25/2020 – Cross Objection in APO No. 95 of 2020 filed by Devendra Kumar Mantri and Radha Devi Mohatta being the respondent Nos. 3 & 4 respectively. OCO/8/2020 – Cross Objection in APO No. 95 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan being the respondent Nos. 1 & 2 respectively. (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE

#7. APO/96/2020 ARISING OUT OF TS 6/2004 Appeal filed by Shreyas Medical Society GA/1/2020 (APO/96/2020) Prayer a. Leave be granted to the appellant/petitioner to file the present appeal ; b. Leave be granted to the petitioner to file the instant appeal from the order dated 18thSeptember, 2020 passed by Hon’ble Justice Sahidullah Munshi in T.S. No. 6 of 2004 without certified copy and with the copy of the order downloaded from the website of this Hon’ble Court on the petitioner’s following undertakings :- i. to have the judgment and order under appeal be drawn up and completed and to have the same included in the paper book ; ii. to have the order admitting the appeal drawn up and completed to have the same included in the paper book ; c. Stay of the order dated 18th September, 2020 to the extent the said order contains the following directions :- (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE i. That the petitioner [if it has been held that the petitioner is a M.P. Birla Group concern and that the Learned Judge intended the direction to apply against the appellant] is to be guided by the APL Committee with regard to exercise of voting rights from their investments in companies controlled by Late Priyamvada Devi Birla [in case it has been held that the companies referred to in paragraph 6 of the stay petition]; ii. That the plaintiffs in the suit are required to implement the majority decisions of the APL Committee dated 19th July, 2019 to the extent these decisions, concerns the petitioner. d. Ad interim order in terms of the prayer above ; e. Such further or other order or orders as to this Hon’ble Court may deem fit and proper. GA/2/2022 (APO/96/2020) Prayer a. Leave may be granted to Shri Umesh Varma, the applicant to be impleaded as a respondent in the proceeding being APO No. 96 of 2020 ; (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE b. Leave be granted to the applicant to intervene in the present proceeding and/or be examined pro interesse suo. c. The appeal being A.P.O. No. 96 of 2020 [Shreyas Medical Society –vs- Arvind Kumar Newar & Ors.] be dismissed as withdrawn unconditionally ; d. The authorization and vakalatnama executed by Mr. Pradip Tondon, acting as the Member of the Managing Committee of the petitioner be revoked, cancelled and declared invalid, null and void ; e. Appropriate orders and directions be given so that any document or affidavit that has been filed by or may be filed by Mr. Jasojeet Mukherjee, Advocate on the instructions of Mr. Pradip Tondon are not taken on record ; f. Interim orders and/or orders passed in the instant appeal be vacated ; g. Stay of hearing of the appeal being A.P.O. No. 96 of 2020 [Shreyas Medical Society vs. Arvind Kumar Newar & Ors.] till disposal of the present application; h. Ad-interim orders in terms of prayers above ; (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE i. Such further order(s) and/or directions(s) be passed as may be deemed fit and appropriate by this Hon’ble Court. OCO/17/2020 - Cross Objection in APO No. 96 of 2020 filed by Pradip Kumar Khaitan, being the respondent No. 5 OCO/27/2020 – Cross Objection in APO No. 96 of 2020 filed by Devendra Kumar Mantri and Radha Devi Mohatta being the respondent Nos. 3 & 4 respectively. OCO/9/2020 – Cross Objection in APO No. 96 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan being the respondent Nos. 1 & 2 respectively.

#8. APO/98/2020 ARISING OUT OF TS 6/2004 Appeal filed by Aditya Vikram Lodha GA/1/2020 (APO/98/2020) Prayer (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE a. Leave be granted to the petitioner to file a Memorandum of Appeal from the judgment and order dated 18th September, 2020 passed by the Hon’ble Justice Sahidullah Munshi in G.A. No. 1735 of 2019, G.A. No. 1761 of 2019, G.A. No. 1786 of 2019, G.A. No.1845 of 2019, G.A. No. 1005 of 2020, G.A. No. 1009 of 2020 and G. A. No. 1121 of 2020 in T.S. No. 6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.], without a certified copy of thereof on the petitioner’s following undertakings : i. to have the order admitting the appeal drawn up, completed and to include a copy thereof in the paper book to be filed herein ; ii. to have the order impugned drawn up, completed and to include a certified copy in the paper book to be filed herein ; iii. to prepare and include a List of Dates pertaining to the question of limitation in the paper book to be filed herein ; b. Stay of the judgment and order dated 18th September, 2020 passed by the Hon’ble Justice Sahidullah Munshi in G.A. No. 1735 of 2019, G.A. No. 1761 of 2019, G. A. No. 1786 of 2019, G. A. No. 1845 of 2019, G. A. No. 1005 of 2020, G.A. No. 1009 of 2020 and G.A. No. 1121 of 2020 in T.S. No. 6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.], save and except to the extent mentioned in paragraph 59 hereof ; (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE c. Leave be given to the petitioner to add, vary and/or amend the Memorandum of Appeal upon judgment and order dated 18th September, 2020 being made available to the petitioners. d. Leave be granted to the petitioner to file the instant appeal with a copy of the judgment and order dated 18th September, 2020 passed by the Hon’ble Justice Sahidullah Munshi in G.A. No. 1735 of 2019, G.A. No. 1761 of 2019, G. A. No. 1786 of 2019, G. A. No. 1845 of 2019, G. A. No. 1005 of 2020, G.A. No. 1009 of 2020 and G.A. No. 1121 of 2020 in T.S. No. 6 of 2004 [Harsh Vardhan Lodha & Ors. vs. Arvind Kumar Newar & Ors.] downloaded from the website of the Hon’ble Court. e. Ad interim orders in terms of prayers above ; f. Such further and/or other order or orders be passed, direction or directions be given as Your Lordships may deem fit and proper. OCO/10/2020 - Cross Objection in APO No. 98 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan being the respondent Nos. 1 & 2 respectively. (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE OCO/18/2020 – Cross Objection in APO No. 98 of 2020 filed by Pradip Kumar Khaitan, being the respondent No. 5. OCO/26/2020 – Cross Objection in APO No. 98 of 2020 filed by Devendra Kumar Mantri and Radha Devi Mohatta being the respondent Nos. 3 & 4 respectively. (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE JUDGMENT (Judgment of the Court was delivered by T.S.Sivagnanam, CJ. and Sabyasachi Bhattacharyya, J.)

#1. All these intra court appeals are directed against the order dated

18.09.2020 in G.A No. 43 of 2016 etc. APO Nos. 89, 90, 91 and 95 of 2020 which have been filed by four companies namely Universal Cables Limited (UCL), Birla Cables Limited (BCL) and Vindya Telelinks Limited (VTL) and Birla Corporation Limited (BCRL). All these companies were not parties to the original proceedings before the Learned Single Bench and leave has been granted for them to prefer these appeals. SL NO. CASE NUMBER PARTIES

#1. APO NO. 89 OF 2020 Appeal Universal Cables Limited

1.1 OCO/11/2020 Cross Objection A.P.O No. 89 of 2020 filed by Pradip Kumar Khaitan, the respondent No. 5

1.2 OCO/20/2020 Cross Objection A.P.O No. 89 of 2020 Devendra Kumar Mantri (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Radha Devi Mohatta, the respondent Nos. 3 4 respectively.

1.3 OCO/3/2020 Cross Objection A.P.O No. 89 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan, respondent Nos. 1 and 2 respectively.

#2. APO NO. 90 OF 2020 Appeal filed by Birla Cable Limited

2.1 OCO/12/2020 Cross Objection A.P.O No. 90 of 2020 filed by Pradip Kumar Khaitan, the respondent No. 5

2.2 OCO/21/2020 Cross Objection A.P.O No. 90 of 2020 Devendra Kumar Mantri Radha Devi Mohatta, the respondent Nos. 3 4 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE respectively.

2.3 OCO/4/2020 Cross Objection A.P.O No. 90 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan, respondent Nos. 1 and 2 respectively.

#3. APO NO. 91 OF 2020 Appeal filed by Vindya Telelinks Limited

3.1 OCO/13/2020 Cross Objection A.P.O No. 91 of 2020 filed by Pradip Kumar Khaitan, the respondent No. 5

3.2 OCO/22/2020 Cross Objection A.P.O No. 91 of 2020 Devendra Kumar Mantri Radha Devi Mohatta, the respondent Nos. 3 4 respectively. (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE

3.3 OCO/5/2020 Cross Objection A.P.O No. 91 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan, respondent Nos. 1 and 2 respectively.

#4. APO NO. 95 OF 2020 Appeal filed by Birla Corporation Limited

4.1 OCO/16/2020 Cross Objection A.P.O No. 95 of 2020 filed by Pradip Kumar Khaitan, respondent No. 5

4.2 OCO/25/2020 Cross Objection A.P.O No. 95 of 2020 Devendra Kumar Mantri Radha Devi Mohatta, the respondent Nos. 3 4 respectively.

4.3 OCO/8/2020 Cross Objection A.P.O No. 95 of 2020 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE filed by Arvind Kumar Newar and Nand Gopal Khaitan, respondent Nos. 1 and 2 respectively.

#2. APO No. 92 of 2020 has been filed by Mr. Harsh Vardhan Lodha (HVL), the plaintiff No. 1. APO No. 94 of 2020 has been filed by the plaintiff No. 3. APO No. 96 of 2020 has been filed by Shri Shreyas Medical Society, who is not a party to the proceedings before the learned Single Bench. APO No. 98 of 2020 has been filed by Mr. Aditya Vikram Lodha, the second plaintiff. In all these appeals, cross objections have been filed the details of which are furnished in a tabulated form for convenience. SL NO. CASE NUMBER PARTIES

#1. APO NO. 92 OF 2020 Appeal filed by Harsh Vardhan Lodha

1.1 OCO/14/2020 Cross Objection A.P.O No. 92 of 2020 filed by Pradip Kumar Khaitan, respondent No. 5 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE

1.2 OCO/23/2020 Cross Objection

1.3 OCO/6/2020 A.P.O No. 92 of 2020 Devendra Kumar Mantri Radha Devi Mohatta, the respondent Nos. 3 4 respectively. Cross Objection A.P.O No. 92 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan, respondent Nos. 1 and 2 respectively.

#2. APO NO. 94 OF 2020 Appeal Meenakshi Periwal

2.1 OCO/15/2020 Cross Objection A.P.O No. 94 of 2020 filed by Pradip Kumar Khaitan, respondent No. 5

2.2 OCO/24/2020 Cross Objection A.P.O No. 94 of 2020 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Devendra Kumar Mantri Radha Devi Mohatta, the respondent Nos. 3 4 respectively.

2.3 OCO/7/2020 Cross Objection A.P.O No. 94 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan, respondent Nos. 1 and 2 respectively.

#3. APO NO. 96 OF 2020 Appeal filed by Shreyas Medical Society

3.1 OCO/17/2020 Cross Objection A.P.O No. 96 of 2020 filed by Pradip Kumar Khaitan, respondent No. 5

3.2 OCO/27/2020 Cross Objection A.P.O No. 96 of 2020 Devendra Kumar Mantri (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Radha Devi Mohatta, the respondent Nos. 3 4 respectively.

3.3 OCO/9/2020 Cross Objection A.P.O No. 96 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan, respondent Nos. 1 and 2 respectively.

#4. APO NO. 98 OF 2020 Appeal filed by Aditya Vikram Lodha

4.1 OCO/10/2020 Cross Objection A.P.O No. 98 of 2020 filed by Arvind Kumar Newar and Nand Gopal Khaitan, respondent Nos. 1 and 2 respectively.

4.2 OCO/18/2020 Cross Objection A.P.O No. 98 of 2020 filed by Pradip Kumar Khaitan, respondent No. 5 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE

4.3 OCO/26/2020 Cross Objection A.P.O No. 98 of 2020 Devendra Kumar Mantri Radha Devi Mohatta, the respondent Nos. 3 4 respectively.

#3. The matter concerns the estate of late Smt. Priyamvada Devi Birla (PDB), wife of late Shri Madhav Prasad Birla (MPB). Madhav Prasad Birla passed away on 30.07.1990 leaving behind Priyamvada Devi Birla as his sole legal heir. The defendants being sisters of Madhav Prasad Birla contended that Priyamvada Devi Birla had executed a will on 13.07.1982.

#4. Shri Madhav Prasad Birla (MPB) and Smt. Priyamvada Devi Birla (PDB) as a couple executed mutual wills in 1981. In 1982, they executed mutual will revoking earlier mutual wills. Shri Madhav Prasad Birla passed away on

30.07.1990. Smt. Priyamvada Devi Birla executed her last will testament dated

19.04.1999 in which Mr. Rajendra Singh Lodha (RSL) was named as executor. This will was registered on 21.04.1999. PDB passed away on 03.07.2004. RSL as executor of PDB’s will dated 18.04.1999 filed PLA No. 204 of 2004 seeking grant of probate of the will and the letter dated 15.04.2003 if held to be a (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE codicil. The defendants, sisters of MPB as executors of the earlier will of PDB dated 13.07.1982 resisted such a prayer. Thus, the core of the dispute is the will executed by PDB which has given rise to a spate of litigation before this court and even after the lapse of more than 18 years after the demise of PDB, the litigation has not seen the end of the day.

#5. In the probate proceedings, four applications were filed two by the defendants and two by the plaintiffs who shall be referred to the Lodha’s. GA No. 1735 of 2019 was filed by the defendants 1(b), Mr. Arvind Kumar Mewar to implement the decision of the Administrator Pendente Lite (APL) dated

19.07.1999; to direct APL to exercise voting rights in terms of its decision; if necessary adjourn the Annual General Meeting (AGM) of four manufacturing companies and if necessary to issue notice to the concerned companies, trust and societies of MPB group to ensure compliance of the APL decision dated

19.07.1999. Additionally direction was sought for to direct HVL to implement the decision of the APL dated 30.07.2019; to restrain HVL from offering himself for reappointment as Director in VTL, BCrL in their AGM; to restrain HVL from seeking position in the Board of VTL and BCL; to direct HVL to withdraw his consent for re-appointment as Director of VTL, BCL or holding any position; to restrain HVL from claiming any profit based remuneration or commission from VTL, BCL, UCL and BCrL, and injunct HVL from acting as Chairman/Director of VTL, BCL. (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE

#6. GA 1845 of 2019 was filed by defendant 1(b) Mr. Arvind Kumar with a prayer to modify the order dated 2/5/ August, 2019 by directing voting in relation to Resolution no. 5 and 6 of Annual General Meeting notice of BCrL dated 01.07.2019 to be stayed and voting relating to Resolution no. 5 and 6 of the Annual General Meeting notice dated 01.07.2019 of BCrL to be restrained.

#7. GA No. 1764 of 2019 was filed by the plaintiffs with a prayer to declare that the estate of PDB comprises only of assets described in affidavit of assets filed by the original plaintiff in the testamentary suit and for further declaration that all three members of the APL should take unanimous decision and the majority decision dated 19.07.2019 cannot be implemented.

#8. GA No. 1786 of 2019 was filed by plaintiffs to set aside that the majority decision of the APL dated 30.07.2019. The plaintiffs had filed affidavit in opposition in GA No. 1735 of 2019 affirmed by HVL contending that the probate court does not have jurisdiction to pass any orders on those applications; majority decision of APL cannot be accepted to be a valid decision as it is a single body and called as the joint administrators.

#9. The petitioners/defendants not being aggrieved by the decision of the APL, cannot move the Probate Court as per the earlier order dated 23rd August, (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE

#2012. That estate of PDB must be read according to the affidavit of assets in PLA 242 of 2004. PDB’s share holding in any company was never included in the estate of PDB, the majority decision of APL dated 19.07.2019 is not valid.

#10. The learned Single Bench by the impugned order rejected the prayer sought for in GA No. 1761 of 2019 by observing that the application is without any merit as the Division Bench never intended that the decision which was to be taken by the APL, should not be moved by majority but by unanimity. For the same reason, GA No. 1786 of 2019 was also dismissed. After considering the facts and circumstances, the learned Single Bench held that (i) Section 247 of Indian Succession Act (Succession Act) demonstrates the largest scope for the Court to exercise its jurisdiction to protect and preserve the estate of the deceased through such machineries it deems fit and in the present case through APL without the right of distributing the assets; (ii) Section 247 of the Succession Act enjoins the duty upon the Court as guardian of the estate of the deceased to not only appoint an administrator, but to render all protection to the administrator during pendency of the suit or proceeding touching the validity of the will left behind by the deceased; (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE (iii) the parties having subjected themselves to the jurisdiction of the APL, it is not permissible to anyone of them to argue that the Court has no jurisdiction to look into the complaint against the APL or to seek order to ensure smooth functioning of the APL; (iv) the APL possesses all powers, rights and duties of an ordinary administrator and is subjected to the control of the Court. (iv) So long as the lis is touching the will or codicil Court of administration has not only jurisdiction over the estate of the deceased being in custodia legis, (v) The Court appointing APL shall always have authority to oversee, supervise the APL and in the event any apprehension expressed by either of the parties having interest over the estate of the deceased, the Court can suitably protect and preserve status quo of the properties under the “will” and if necessary by issuing appropriate order of injunction of temporary nature during pendency of the Administration proceedings; (vi) The Succession Act is a special law and a conjoint reading of the relevant provisions in part IX of the Act indicates that exclusive (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE jurisdiction is vested in the special form created under the Act for grant of probate and matters connected therewith. (vii) That, the Act is a self-contained code in so far as the question of making an application for probate, grant or refusal of probate or an appeal carried against a decision of the Probate Court. (viii) The probate proceedings shall be conducted by the Probate Court in the manner prescribed in the Act and in no other way. Therefore, it cannot be argued that there is any lacuna in the Act to cover any exigency concerning a probate proceedings or Administrator Proceedings. (ix) That, the Court is well-equipped under Section 247 of the Succession Act for administration during pendency of such proceedings. (x) Even if the provisions of Order 39 Rule 1 and 2 CPC many not be attracted for protecting interest of the parties in the pending administration suit but the Court can appropriately deal with the situation wherever it relates to protection and preservation of the estate of the deceased in the pending proceedings. Thus, the Court held that it has jurisdiction to pass appropriate orders in favour of protection and preservation of the estate of the deceased subject to (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE entertainability of the prayers made in the application filed by the defendants. (xi) It was further held that since, the APL 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 on the ground that it is not a unanimous decision of the APL and therefore, the defendants have come forward with a prayer to direct implementation of the decision of the APL and considering the facts and the other circumstances, (which we will deal in the later part of this judgment and order), the learned Single Bench directed implementation of the decision of the APL dated 19.07.2019 and

30.07.2019 taken by majority and also all consequential decisions of the APL in furtherance to the decision and by also restraining from drawing any benefit personally out of the assets of the estate of the deceased during the pendency of the testamentary suit. (xii) The plaintiffs were restrained from interfering with the decisions of the APL and any decision which will be taken by it in future by majority if the same directly or indirectly relates to the estate of the deceased and HVL is restrained from holding any office in any of the entities of MP Birla Group during the pendency of the suit. As mentioned above, both the parties being not satisfied with the order and direction issued by the learned single Bench, have preferred the (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE present appeals and in all the appeals, cross-appeals have been also filed by the other side.

#11. Mr. Darius Khambatta, learned senior advocate appearing for the appellants categorizes his submissions under various heads numbering about

#30. We shall refer to the submissions in seriatim. It is submitted that the Section 34 of the Letters Patent confers testamentary jurisdiction on the High Court, a probate court exercises special and limited jurisdiction as it is not an ordinary Civil Court, nor a company court. In the impugned order passed by the learned single bench dated 18.09.2020, this principle of law has been accepted. It is submitted that a probate petition for letters of administration on the one hand and an administration suit on the other or the proceedings that are separate and distinct in character. In an administration suit, a civil court may be required to examine transactions involving properties of the estate in order to determine the assets of the estate as on the date of the death of the owner thereof. The testamentary court’s jurisdiction is however limited to determination of the will, it does not determine the title or any question as to the existence of any property and the requirement of appointment of an administrator. In the inter-parties decision in the case of Krishna Kumar Birla Versus Rajendra Singh Lodha 1, in paragraph 57 it has been held that the jurisdiction of the probate court is limited being confined only to consider the genuineness of the will. The question of title arising under the act cannot 1 (2008) 4 SCC 300 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE be gone into in the probate proceedings, construction of a will relating to the right, title and interest of any other person is beyond the domain of the probate court. It is further submitted that it is settled law that only a person who has caveatable interest can be added as a party to a testamentary proceeding. It is an admitted fact that none of the third party companies namely BCL, VTL, UCL or any other third party companies, trust or societies have any caveatable interest in the testamentary suit in TS No. 06 of 2004 and therefore they cannot be made or added as parties to the testamentary suit and they have not been added as parties and consequently no order can be passed by the testamentary court against third parties, even if it is necessary to protect the estate. It is submitted that in the impugned order, the learned single bench has accepted this proposition and in this regard, the learned senior counsel referred to various paragraphs of the impugned order. It is submitted that in the intra party judgment reported in 2016 SCC Online Calcutta 1541 it has been held that a probate court cannot pass any injunction order against the third party as third party who has no caveatable interest in the probate proceedings cannot be allowed to be added as a party in the probate proceedings and also for the reason that no order can be passed affecting the right of the stranger without adjudicating his right and adjudication of his rights in the probate proceedings is impossible as probate court cannot decide any foreign issue unconnected with the probate proceedings. (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE

#12. With the above reasoning, the learned single bench of this court refused to grant injunction against BCL as being the third party to the testamentary suit. It is submitted that the same principle would apply in the instant case and no interim order can be passed affecting BCL and other companies, trusts and societies by a coordinate bench in the same suit. It is further submitted in terms of Section 247 an administrator pendente lite (APL) is the legal representative in respect of estate only. Explaining the scope and meaning of “property” that is bequeathable, it is submitted that Section 2(h) of the Indian Succession Act, 1925 defines a “will” to mean the declaration of the intention of testator with respect to his property which he desires to be carried into effect after his death. This principle is embodied in Section 30 of the Hindu Succession Act, 1956. Further Section 5 of the Indian Succession Act speaks of succession to immovable and movable property of the deceased, only properties bequeathable. “Property” connotes an ownership or right which does not depend on the courtesy of others. It signifies a beneficial right to or a thing considered as a having money value with reference to transfer or succession. Property is the right to use or enjoinment or the beneficial right of disposal of anything that can be the subject matter of ownership. The phrase “property belonging to a person” has two ingredients namely ownership and the absolute right of the user. The Hon’ble Division Bench in the case of Rajendra Singh Lodha Versus Ajoy Kumar Newar 2 held that the estate mainly comprises of the controlling block of shares held by PDB at the time of her death which has 2 ILR 2007 (2) Calcutta 377 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE also been disclosed in the affidavit of assets. The Hon’ble Division Bench by order dated 23.08.2012 directed the Joint APLs to register their names in the Register of Members of the companies in which PDB held shares and further directed the Joint APLs to prepare and file an inventory of asset forming part of the estate. It is further submitted that the Hon’ble Division Bench in Birla Corporation Limited Versus Arvind Kumar Newar dated 04.05.2020 held that even on convenience, the estate of PDB is the owner of the shares in the company\ies as mentioned in the schedule of asset filed in the testamentary proceedings and the unanimous report of the APL to which there is no dispute. It is further submitted that only one of the assets forming part of the estate of PDB had been inadvertently not included in the affidavit of assets filed on behalf of RSL in TS No. 06 of 2004. RSL applied for amendment of the affidavit of assets to include this asset in Uttaranchal/Himachal Pradesh and the affidavit of assets was amended on the basis of a consent order dated

16.12.2004 in GA No. 4345 of 2004. It is submitted that when the amendment application was moved it was not the case of the Birla’s that certain other assets such as any alleged right to control certain trust and societies have been left out on the other hand, the order allowing the amendment was not opposed by Birla’s. It is further submitted that the APL represents the estate of the deceased and thus is required to carry out and file proceedings only with the permission/directions of the probate court before competent courts to protect and preserve the assets forming part of the estate. After referring to the Section 211, 305 and Section 306 of the Indian Succession Act, it is submitted that in (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE terms of the said provision the Joint APLs stepped into the shoes of estate/deceased. Further in view of Section 247 of the Hindu Succession Act an administrator acts as a general administrator (barring the power of distribution of estate) and thus the provisions of Section 211 and 305 of the Succession Act would apply to the APL as well. It is submitted that the APL is analogous to a receiver. Receiver must take all steps for the purpose of preservation of the property invoking the jurisdiction of the competent court or authority depending on the nature of transgression of the estate and protection required. The learned senior advocate referred to the inter party decision in the case of Rajendra Singh Lodha Versus Ajoy Kumar Newar 3 wherein it was held that the appointment of administrator is analogous to that of an appointment of receiver and after perusing and analysing the cases cited by both parties, it has been concluded that the matter of appointment of administrator pendente lite under Section 247 of the Act, the main criteria is nothing but necessity, necessity to preserve the estate of the deceased.

#13. It is further submitted that no shareholder has any interest in the assets of the company. This proposition was accepted by the learned single bench and has agreed with the coordinate bench judgment in Harsh Vardhan Lodha Versus Ajoy Kumar Newar and Others 4. For the same proposition, reference was made to the judgment of the Hon’ble Division Bench in Birla Corporation Limited Versus Arvind Kumar Newar dated 04.05.2020 wherein it was held 3 ILR 2007 (II) Calcutta 377 4 2016 SCC Online Calcutta 1541 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE that there is a clear distinction between a company and a shareholder, even though that share holders may be only one and is either the Central or State Governments. In the eye of law, a company registered under the Company’s Act is a distinct legal entity other than the legal entity or entities that hold its shares in the said company. It is further submitted that controlling interest is inextricably linked to ownership/voting power of the shares held in a company. Only such ownership/voting power of share is an asset and any other form of controlling interests/power perse is not an asset forming part of the estate. It is submitted that control or controlling interest is only an incidence of ownership/voting powers of shares; personal influence is not a legal right and thus not enforceable in law. It is further submitted that only a person/entity whose name is registered on the Register of Members of a company or recorded as beneficial owners in the records of the depository is entitled to exercise the rights of a shareholder and no person can claim to be legally entitled to this right. To explain the meaning and scope of “control”, reference was made to Section 2(27) of the Companies Act 2013 and Section 2(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. It is further submitted that as per Section 152(2) of the Companies Act, 2013, directors are appointed by the company in the General Meeting of its shareholders. As per Section 101(3) the notice of every meeting is given to every member, legal representative of the deceased member or the assignees of the member (apart from auditors and directors) of the company. Thus, the right to appoint a Director only vest in a member as defined under (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Section 2(55) of the said Act that is a person whose name is entered in the Register of Members or the beneficial owner in the records of the depository. It is submitted that in the instant case even by the respondent’s own showing since the estate does not hold or even control directly by strength of shares of the estate or along with the companies in Tier 1 and Tier 2, majority shares in the four listed companies in the MP Birla Group the estate cannot be considered to exercise control over the said companies. Thus, it is submitted that PDB’s estate does not hold a margin of the extent of share to individually assert control over the four listed companies. Control as defined in Section 2(27) of the Companies Act 2013 has to be a “right”, “exercisable”, by virtue of “shareholding or management right or shareholders agreement or voting agreements or any other manner”. It is submitted that the expression “any other manner” contains general words since they follow specific and particular words of the same genus, it is presumed that the legislature has used the general words in a limited sense to convey the meaning implied by specific and particular words. In the definition of “control” the expression “any other manner” takes colour from the genus of the preceding words that is legally enforceable rights/agreements and thus must necessarily be read as being in any other manner enforceable in law. The same conclusion is reached by applying principle of noscitur a sociis and the rule of last antecedent. It is submitted that the words “any other manner” can never be drawn out of context to apply to a courtesy or power of influence or persuasion that were personal to PDB but which would not have been enforceable in law even by (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE her, much less by her estate. More so, the force of personality or the powers of persuasion are not inheritable “property”.

#14. It is further submitted that PDB did not have the right to determine the manner of voting of the other group entities. Other group entities were legally in a position to either accept or reject her directions. These group entities had and continue to have eminent people on their board including very senior former public servants and other highly qualified individuals with independent minds of their own. The mere fact that the group entities may have accepted PDB’s directions did not ipso facto confer any legal right upon her to cause the group entities and their goals to act to her directions nor did it take away the independent rights of ownership of shareholding of these other entities. PDB would not have approached any court to enforce any alleged legal right against these group entities to act according to her directions nor could a third party have gone to any court to cause such group entities to act to the directions of PDB and not independently. Therefore, in the absence of any right, the estate and its administrator cannot be legally entitled to do what even PDB could not have herself enforced. It is further submitted the estate by itself does not exercise control as alleged over the entire promoter group shareholding in the companies of the MP Birla group. The only other way in which the estate along with the other members of the promoter would exercise de facto control over the entire promoter group shareholding in the companies of MP Birla Group “assuming” (while denying that they could) would be by acting in concert with (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE other members of the promoter group. Regulations 2(1)(q) of the Takeover regulations defines “person acting in concert”. The definition indicates that persons acting in concert require two or more persons to act with a common objective or purpose. This, itself predicates the exercise of control by at least two or more distinct persons. Thus, estate of PDB alone does not exercise even de facto control over the listed companies of the MP Birla Group. Further it is submitted that an analysis of the break-up of shareholding in the relevant companies demonstrates that the estate of PDB along with five private companies had the following shareholding in the four listed companies of the group: (a) 25.10% in Universal Cables Limited (UCL) (b) 12.16% in Vindya Tele Links Limited (VTL), (c) 10.33% in Birla Cables Limited (BCL) and (d) 14.23% in Birla Corporation Limited (BCrL). Further the shareholding of PDB in respect of two tier1 and three tier 2 companies was explained in detail. It is submitted that in the dissenting note of Mr. M.K. Sharma, member of the APL, he has explained what percentage of shareholding of the estate in the manufacturing companies and its direct and indirect control would be. This dissenting view what has been explained by the appellant corroborates as to the extent of the estate and the control of the estate along with tier 1 and tier 2 companies and this dissent has not been challenged by the defendants as being incorrect. It is submitted that the learned single bench has invoked the doctrine of “persons acting in concert” and mixed up the concept and personal influence of PDB with ownership/ control of the estate over the shares of other members of the promoter group or voting right arising out of such shares of such other (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE members. It is submitted that having invoked the doctrine of “persons acting in concert”, which by its very definition requires two or more distinct persons to act with common intention or purpose, it is submitted that the order of the learned single bench as well as the contention of the respondents that the so called controlling interest over the MP Birla Group of companies form part of the PDB estate are erroneous.

#15. It is submitted that the promoters do not have any special rights to control as such and hence, no such right devolve upon the administrator of the estate of the deceased promoter. It is submitted that PDB was shown either as promoter or part of the promoter’s group in BCrL, BCL, UCL and VTL. However, such disclosure by a person or an entity as a co-promoter or as part of the promoter group, does not ipso facto lead to or vest any legal right to control the company or the rights exercisable by any other share holder, also shown as a promoter or part of the promoter group. A “promoter” is not vested with any specific/ special rights under the Companies Act, 2013 and/or the SEBI Regulations, but is in fact required to comply with additional obligations imposed thereunder, namely, (i) a right to control does not flow from the position of promoter as per Section 2(27) of the Companies Act and Section 2(69) clarifies that a person who already has control over the affairs of the company can be termed as a “promoter”, (ii) the Companies Act as well as SEBI Regulations provide various obligations for the promoters and in this regard, reference was made to Sections 7(6), 35(1), 42(10) and 120(4) of the Companies (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Act which deal with liabilities of promoters. Sections 168(3), 257(3), 284(10, 300(1) and 340 of the Companies Act and Regulations 7 and 9 of the SEBI (Prohibition of Insider Tradings) Regulations, 2015 were also referred to for the obligations of the promoters, (iii) the Companies Act and the SEBI Regulations do not provide any right to the promoters, except certain limited exemption as contained in Section 3(4) of the Takeover Regulations, (iv) promoters do not have any right to control other Members of the promoter group by virtue of their status as “promoter”, (v) the doctrine of identification does not apply to large listed companies and (vi) this has been so and so held in the inter-party decision of this Court in Harsh Vardhan Lodha Versus Ajay Kumar Newar

#16. It is submitted that the learned Single Bench has erroneously observed that since PDB was the “single individual promoter”, she was the single directing hand of the promoter group of shares in MP Birla Group. The mere fact that a person is a promoter or even allegedly the single individual promoter, cannot ipso facto make PDB the single directing hand or mind of the MP Birla Group. Even assuming without admitting that PDB was the single directing mind of a promoter belonging to the promoter group, does not have the legal right to direct the manner of voting of other group entities and the same not being property heritably in law, cannot be exercised by the administrators. The concepts of single directing mind and will are inapplicable and irrelevant in determining the aspect of “control” within the meaning of the 5 2016 SCC Online Cal 1541 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Companies Act. The same concept only arises if the company is accused of wrong doing in which case the single directing mind is sought to be identified in order to fix liability. It is “mens rea” which is as attributed to corporations or the principles of “alter ego” of the company. However, even in cases where “directing mind and will” is looked into in order to fix liability for the wrong doing of a company, it is only when a statute permits this enquiry to be made. In the instant case, the concept does not and cannot arise or be pressed into operation nor before the same cases where there is no accusation of wrong doing, criminality or fraud against the company.

#17. It is further submitted that trusts and societies are distinct legal entities independently managed and controlled. In this regard Sections 3, 6, 36, 37, 38, 39, 40 and 42 of the Indian Trust Act, 1882 were referred to. Section 5 of the Society Registration Act, 1860 and Section 16 of the State Act were also referred to. It is submitted that PDB during her lifetime did not have any right of nomination of any Member of the managing committees to the societies or any trust. This Court did not vest the joint APLs with power which PDB during her lifetime did not have in respect of any of the trusts or societies as themselves and this is also beyond the scope of testamentary proceedings. Further, none of the parties in the past considered the trusts or the societies as part of the estate of PDB in respect of the affidavits of assets. In this regard, the affidavit of assets filed by the defendants in PLA No. 242 of 2004 was referred to and it was submitted that it does not disclose the share holding of trusts (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE and societies as part of the estate of PDB. Further, unanimous inventory report filed by the Joint APLs on 15th October, 2013 does not include share holding of trusts and societies as part of the estate. The trusts and societies are controlled and managed by their respective trustees/ managing committee members as per the deeds of the trusts and rules and regulations of the societies. After referring to various clauses of the deed of trust of MP Birla Foundation, it is submitted that the analysis of the deed of trust and the rules and regulations of the society would show that the societies/ trusts are not controlled by the estate. Further, the Joint APLs did not come to any finding that there is any clause in any of the documents furnished by the defendants which gave the estate of PDB a right to control the affairs of the trusts and societies and the respondents have not pointed out any clause in any trust deed or rules and regulations which gives such a power. Further, it is submitted that persons who settle trusts and provide seed money and appoint the individual trustees, may have been in a position to exercise personal influence over the trustees/ managing committee members during their lifetime. However, such influence is not a legal right that the settlors have vis-a-vis the concerned trustees or societies unless the constitution of the trust or society gives such power. Therefore, it is not property which can be legally bequeathed by the settlor. Further, the fact that a trust/ society is shown as part of the promoter group in any company does not make it part of the estate of PDB. The entities/ persons shown in a promoter group nevertheless have distinct and independent share holdings in the company. It is submitted that Regulation 2(pp) of SEBI (Issue of (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Capital and Disclosure Requirements) Regulations, 2018 defines “promoter group” in an inclusive manner and it shows that as long as the share holding of an individual/ entity is disclosed under the heading “promoter group”, even without any relationship much less ownership or control between such entities/ persons, they will be shown as part of the promoter group. Hence, the disclosure of some trusts/ societies and public listed companies as part of the promoter group of some companies does not in any manner indicate that their share holding was owned and/or controlled by PDB and much less the estate of PDB. It is submitted that the Birlas would contend that the trusts and societies are funded by the MP Birla Group and thus, the estate controls them. This contention is incorrect as the main source of funding of these trusts and societies or dividends earned from shares held by them in various companies which include companies which are admittedly not part of the MP Birla Group. Furthermore, merely because donation is made by a corporate house, a trust or society does not vest the corporate house with a right to control and manage the affairs of such trust or society unless there is provision to the said effect to the constitution of the trust or society. Further, the prayer sought for in GA No. 3714 of 2008 and GA No. 3718 of 2008 on which order dated 23.08.2012 was passed, the prayers did not include any reference directly or indirectly against any of the trusts or societies.

#18. It is submitted that share holders and directors are distinct and independent organs in a company. Share holders have no right to direct how (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE directors should act or how a company should be managed. They can control management of a company only by electing or removing the directors at a general meeting of the company.

#19. In the inter-party decision in Harsh Vardhan Lodha Versus Ajay Kumar Newar 6, it has been held that Probate Court has no jurisdiction to pass orders against individuals or entities acting in different capacities. Further, it is submitted that the Probate Court had no jurisdiction to pass orders in respect of the management and affairs of corporate/ contractual rights of other entities holding shares in MP Birla Group namely, trusts/ societies and other share holding companies. The Court only in exceptional circumstances appoints receiver to run businesses or partnership firms and the Court will never appoint a receiver for the purpose of running a business. The Court only in exceptional circumstances pierces the corporate veil and this power is beyond the scope of testamentary jurisdiction. It is submitted that without piercing the corporate veil of either corporate companies, trusts and societies, it could not have been held that PDB would have had any legal right of ownership or control over the share holding of these independent companies or over the trusts/ societies. The Probate/ Testamentary Court does not have jurisdiction to pierce the corporate veil of any entity and such piercing of the corporate veil can only be done in exceptional circumstances. It is further submitted that the words “acting in concert” respects the corporate veil of the 6 2016 SCC Online Cal 1541 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE various entities acting in concerts. In fact, the Joint APLs’ position is that the entities of MP Birla Group are acting in concert as recorded in the decision dated 19th July, 2019. The impugned order passed by the learned Single Bench does not pierce the veil of any of the group entities of the MP Birla Group much less of any trusts or societies and in fact, it represents the corporate veil of the entities by accepting the principle laid down by the Hon’ble Supreme Court in the case of Bacha Gazdar’s. Therefore, it is submitted that it was not open in law for the learned Single Bench to have passed any orders restricting the shareholding, property or management rights in respect of these entities including trusts and societies. Hence, the appellants could not have been restrained in general from holding any office in any of the entities in MP Birla Group during the pendency of the suit as that would amount to interfering with the administration and ownership rights of share holders, distinct corporate entities and distinct trusts and societies which is beyond the jurisdiction of a Testamentary Court. In this regard, reference was made to the order passed by the Hon’ble Division Bench date 1st October, 2020 by which the Hon’ble Division Bench modified part of the order passed by the learned Single Bench. It is further submitted that the Joint APLs have to initiate the substantive proceedings before the competent forum to seek relief in order to enforce rights of the estate only with the permission/ direction of the Probate Court and the same cannot be done in a Testamentary proceedings. (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE

#20. With regard to the reliefs claimed in GA No. 1735 of 2019 and GA No. 1845 of 2019 it is submitted that the prayer that the Joint APLs should be empowered to exercise voting rights in respect of shares which do not stand recorded in their names, is totally prohibited by law and is illegal. This is not only contrary to Section 47 read with Section 2(55) of the Companies Act, if accepted, would amount to rectification of the share register of the company. That apart the joint APLs have not sought rectification and the share register. Grievances regarding rectification of the share registers are entrusted to the National Company Law Tribunal (NCLT), and the jurisdiction of the Court to grant rectification of share register has been ousted by Section 430 of the Companies Act, 2013. Therefore, it is submitted that the questions to be decided in GA No. 1735 of 2019 and GA No. 1845 of 2019 are whether the prayers or reliefs as claimed in those applications are contrary to law and whether any Civil Court would have jurisdiction to grant such relief; whether the Probate Court has jurisdiction to entertain the two applications which contained prayers which are not relevant for deciding the genuineness of the will which is the subject matter of TS No. 6 of 2004; can any group of share holders, even if they have more than 62% shares in the companies, direct the directors of the company to appoint directors nominated by them or can cast votes on shares not registered in their names and registered in the names of other persons/ entities; whether the Testamentary Court would have jurisdiction to decide title of the estate to the shares in various companies besides those admitted by the parties in their respective affidavit of assets and (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE the unanimous inventory report of the Joint APLs and whether the Testamentary Court can pass orders against third party companies. Further, it is submitted that the petitions are not under Section 247 of the Indian Succession Act and those petitions are not for preservation or protection of the estate of PDB which is well-protected and preserved as held by the Hon’ble Division Bench in the judgment dated 4th May, 2020.

#21. It is submitted that the impugned order directs the plaintiff to implement the majority decision of APL to directly appoint Directors to the company which is illegal and beyond the jurisdiction of the Testamentary Court. The majority decision of the two Members of the APL dated 19th July, 2019 is totally illegal, contrary to law, void and cannot be implemented. The Hon’ble Division Bench in its order dated 23rd August, 2012 has clearly specified and circumscribed the authority and powers of the Joint APLs and they have not been authorised by the said order or by any provision of law to direct any company or its Board to appoint them as Directors or to direct appointment or continuation of any person of their choice as Director. It is submitted that Directors of the company can be appointed only and continue in office only in the manner prescribed by the Companies Act, 2013 and, therefore, it is not within the jurisdiction or power of any of the Joint APLs to override the Companies Act. The share holders are not authorised by the Act to straight away direct the company to appoint any person as director. Therefore, it is not within the authority or power of any officer of the Court to short circuit or override the statutory (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE provisions of the Companies Act, 2013 regarding appointment of Directors. It is further submitted that it is not within the power of HVL to implement any of the decisions of the two Joint APLs dated 19th July, 2019. HVL has requisite qualified shares which constitute nominal and very insignificant percentage of share capital of the companies. Only share holders at the general meeting of a company by majority votes can appoint Directors of a company or allow continuation of the Directors already appointed. Therefore, the direction as prayed for in prayer (a) in GA No. 1735 of 2019 is clearly contrary and repugnant to the Company Law and wholly illegal. It is submitted that HVL, the appellant is a party to TS No. 6 of 2004 as a legatee under the will sought to be propounded and not as a share holder or Director of any of the companies within MP Birla Group. This aspect has been clarified by the judgment of the Single Bench of this Court dated 19th May, 2016. It is submitted that the Probate Court cannot give any direction to HVL by treating him as Director of any company. Furthermore, the Probate Court has no jurisdiction to give any direction to any Director of any company even within MP Birla Group. Companies are separate juristic entities. Furthermore, direction sought for by the other Birlas are not relevant for considering the question of genuineness of PDB’s will. It is submitted that the Joint APLs cannot act by majority. The learned Single Judge in the order dated 27th August 2010 appointing the Joint APLs directed that the Joint Administrators will act ordinarily, jointly but in the case of non-availability of any of the Joint Administrators, remaining Administrators or Administrators will act, however, (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE ratification of the Court is to be obtained later at the earliest. Hence, this order clearly provides that the Joint APLs will act jointly that is not by majority, where all the Members are available. In this regard, the learned Senior Advocate referred to the order of the Division Bench dated 22nd December, 2011 and the order dated 19th January, 2012. Thus, it is submitted that the Joint Administrator’s will act jointly had been accepted by the parties. Referring to Section 48 of the Indian Trust Act, 1882, it is submitted that the said provision provides that when there are more trustees than one, all must join in the execution of the trust, except where the instrument of trust otherwise provides. Therefore, wherever the law seeks to give power to a body to decide by majority, it specifically makes the provision. It is submitted that Courts can pass judgment by majority as it is provided for in Section 98 and Order 47 Rule 6 of the Civil Procedure Code (CPC). The Board of Directors of companies can pass resolutions by majority because Regulations 68 of Schedule 1, Table F gives them such power. The share holders can pass resolutions by majority as Section 114 of the Companies Act gives such power. In terms of Sections 29 and 31(2) of the Arbitration and Conciliation Act, 1996 Joint Arbitrators can pass awards by majority. Under Section 17(3) of the Waqf Act, 1995, Members of the Waqf Board can decide by majority. In terms of Section 12(c) of the Partnership Act, 1932, partners can act by majority in certain matters. Thus, when the law is silent, the Joint officers have to act jointly. Further, it is submitted that the fact that the Joint APLs has to act jointly was accepted by the respondents in 3 SLPs before the Hon’ble Supreme (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Court challenging the judgment and order dated 12th June, 2014 passed by the Hon’ble Division Bench, in the Special Leave Petitions, the respondents took a stand that the administrators had to act jointly and no Member of APL would act as an umpire which is also emphasized by the use of the phrase "Joint Administrators" in various parts of the judgment and order dated 23rd August, 2012. Further, the respondent in GA No. 1964 of 2018 made such prayer for direction of the Hon’ble Court authorizing the Joint APLs to act as per majority decision since, they are well aware that unless specific direction to act by majority was given by the Hon’ble Court, the Joint APLs had no such power, like Joint Receivers would have to act unanimously. Further, referring to the order dated 10th April, 2019 by which the Joint APLs were reconstituted, it is submitted that in the said order it had been observed that for effective functioning of the APL committee which shall consist of a retired Judge of the Court and two nominees of the respective parties, it was directed that the two nominees will render fullest to cooperation with the Hon’ble Judge in order to enable His Lordship to effectively discharge his duties for the purpose of smooth administration of the estate and also to prevent any stalemate in the process of such smooth administration.

#22. It is submitted that the impugned order cannot alter the order dated 27th August, 2010 by which the Joint APLs were appointed and therefore, the directions were issued in Sub-Para (a), (b) and (c) in the impugned order enforcing the APLs’ decision by majority and recognizing the power of the Joint (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE APLs to act by majority is contrary to law and to the order of appointment of the APLs.

#23. It is submitted that the decision of two of the APLs to re-investigate into the extent of the estate and percentage of share holding is beyond their authority and contrary to the unanimous inventory report of 2013. It is submitted that the extent of the estate of PDB had already gone into and inventorized on 15th October, 2013 unanimously by the 3 Joint APLs and such inventory was made pursuant to the order of the Hon’ble Division Bench dated 23rd August, 2012. Further, the Hon’ble Division Bench in the order dated 4th May, 2020 held that the unanimous report of Joint ALPs has not been disputed. Further, the inventory of assets records the share holding held by the estate as per the affidavit of assets filed by both parties and since, neither the appellants nor the respondents have sought to amend their affidavit of assets without prejudice to whatsoever submitted, there was no occasion for the APL to re-investigate the extent of the estate. Further, in re-investigation into the extent of the estate for the purpose of including assets that have been left out or to exclude wrongly included assets, could only result in a report to this Court.

#24. The decision of the Joint APLs dated 19th July, 2019 was challenged on several grounds which had not been dealt with in the impugned order namely, that re-investigation to the extent of the estate was unwarranted; the decision (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE of the Joint APLs to decide by majority instead of unanimously is contrary to the order appointing the Joint APLs and thirdly, that the decision to direct appointment of all 3 Members of the Joint APLs as Directors of Tire 1 and 2 companies and certain other individuals as Directors of 4 listed companies, 3 subsidiaries of one listed company and an unlisted company is bad in law since the Joint APLs merely represents the estate of PDB and thus, had no rights to seek appointment of Directors in companies in which PDB was not a "Member". Further, without prejudice, it is submitted that such appointment of Directors cannot be made contrary to the provisions of Company Law. Similarly, the decision of the APLs dated 30th July, 2019 was challenged by the plaintiffs in GA No. 1786 of 2019 on several grounds which were not dealt with in the impugned order.

#25. It is submitted that the two Joint ALPs have made observation that HVL has been acting against the interest of PDB’s estate is incorrect and in this regard, the learned Senior Counsel referred to the affidavit-in-opposition filed by RSL dated 10th May, 2005 to state that the consistent stand from the very beginning was that the estate of the testatrix does not directly or indirectly hold majority block of shares in UCL, BCrL and VTL. Charitable societies and trusts are not part of the estate of the testatrix which are managed by the respective managing committees and trustees of the societies or trusts. The companies are separate legal entities controlled by their Board of Directors and the affairs of the estate of the testatrix do not include the right to control the affairs of (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE BCrL and/or its assets or properties as alleged. It is submitted that similar submissions were made by HVL before the Joint APLs which is evidenced by the Minutes of the meeting dated 21st July, 2017, similar stand was taken in his affidavit-in-opposition to the administrator’s proceedings filed by the respondents in 2008 which culminated in judgment of the Division Bench dated 23rd August, 2012, apart from similar stand being taken in all the matters which were filed before the Joint APLs.

#26. It is submitted that the non-cooperation of HVL complained of is the refusal of the learned Senior Counsel appearing on behalf of HVL to make a concession that HVL shall cause a recommendee of the Joint APLs to be appointed as a Director of the 3 subsidiary companies of a listed company. It is submitted that appointment of Directors of certain companies have to be made on basis of resolution of the Nomination and Remuneration Committee of the representative to the listed companies in terms of Section 178 of the Companies Act, 2013. Therefore, the Chairman of the company, HVL cannot arrogate unto himself the power to cause such appointment when such power ultimately rests with the Board of Directors. The observation of the two Joint APLs that the evident performance of BCrL, the flagship company of MP Birla Group is deteriorating ever since, HVL became the Chairman is misproved. It is a matter of record that the performances of all those 4 manufacturing companies have substantially improved after the demise of PDB in 2004. Since after 2004, the prices of shares of those companies which are authorized in the (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE stock exchange have gone up substantially in BCrL, UCL, VTL and BCL and dividends have been consistently declared by those companies. Further, there are no ground for opposing the re-appointment of the HVL as one of the directors of the 4 listed manufacturing companies and not the case has been left out in those companies that the estate will be prejudiced if HVL has re- appointed the Directors and votes should be cast against HVL.

#27. The next aspect which was dealt with by the learned Senior Counsel is with regard to the alleged admissions of RSL and judicial findings regarding "control". It is submitted that no undertaking was given by RSL who merely agreed that the share holding of the companies which were then vested with him as sole executor of the estate of PDB would not be transferred or disposed of till the disposal of the application. On the said basis directions were issued. The direction was fully complied with by RSL. After his demise on 3rd October, 2008 and pursuant to the order of the Hon’ble Division Bench dated 23rd August, 2012, the Joint APLs took over their share certificates from appellant and all the shares had since been recorded in the names of the Joint APLs pursuant to their application made to the respective companies. Hence, there is no scope for any apprehension that any share of the estate of PDB would be transferred or disposed of by HVL or any party to the suit. In fact the Hon’ble Division Bench in the judgment dated 4th May 2020 has held that the shares are protected in all respects as APL has been appointed and as such interfering with such shares is difficult at that stage. Further, it is contended that the ad (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE interim order has been misconstrued to be a direction against third party companies. A direction was given to RSL who was then the executor of the estate and the sole plaintiff in TS No. 6 of 2004. In this regard, the order passed by the learned Single Bench dated 23rd March, 2005 in GA No. 4374/ 4376 of 2007 was referred to.

#28. With regard to the reliance placed by the respondents to the order passed by the CLB, it is submitted that incomplete reliance of the said order is devoid of merit in view of the judgment of this court dated 24.08.2005. It is further submitted that the CLB is not the competent forum to adjudicate upon the extent of PDBs estate; the observations made in the orders dated 25.04.2005 and 24.08.2005 do not even purport to take away the voting right of any of the promoter group shareholders or in any way cast upon any of them the duty to obey any directions of the Joint APL; observations in both orders do not require the company to change its Register of Members; the observations are irrelevant since the order was prior to the inventory report of the assets of the estate in respect of the shares held by the deceased; the issue has been finally settled by the Hon’ble Division Bench by a judgment and order dated 04.05.2002 in this probate proceedings that the asset of the estate are as per the schedule of assets; the mere fact that submissions of counsel is recorded that PDB controlled the first respondent and the 28th respondent in her lifetime does not take away legal title of those respondents over their own assets deemed the share held by them in VCL nor does it confer upon the estate of PDB the legal (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE right/title over their own respective assets; the shareholders of the company is an entity distinct from the company and does not have any interest in the assets of the company; no estoppel can arise on a question of law or even on a mixed question of law and fact from the submissions by counsel, and the Hon’ble Division Bench in judgment dated 26.04.2021 has held that the said order dated 25.04.2005 is not relevant. In any event HVL is not estopped from adjudicating the same issue as neither the HVL nor the respondent in the testamentary suit were parties to the CLB proceedings and since CLB proceedings were dismissed for lack of jurisdiction, the observations made in such a case cannot operate as res judicata.

#29. With regard to the orders of the CLB dated 28.06.2006, it has been submitted that the alleged statement was relied on by the respondents to support their case that PDB’s estate comprises the controlling interest of the MP Birla Group. Such reliance on the alleged admission is devoid of merit as the order was passed in an application challenging transmission of shares held by the PDB in only one investment company namely the East India Investment Company Private Limited to RSL as executor of her estate and was not a proceeding for determining title to the shares held by the different promoter group entities in the operating companies. Further the CLB is not the competent forum to adjudicate upon the extent of the PDBs estate and thus the observation cannot operate as res judicata. Further such alleged statements of counsel on question of law or at most, a mixed question of law (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE BIRLA PART 2 and fact does not amount to an admission made by a party. In any event no title can be created/extinguished by admission. Further there can be no estoppel against the statute. The statutory right to vote on shares held by the promoter group entities in BCL cannot be taken away by applying the doctrine of estoppel and these issues had been finally settled by the Hon’ble Division Bench in its judgment dated 04.05.2020 holding that the assets of the estate are as per schedule of assets. The Learned Senior Counsel referred to the written submission which were made on behalf of the RSL during 2005 and 2007 before the learned Single Bench as well as the Hon’ble Division Bench and submitted that these submissions were relied upon by the respondent as an admission of RSL of their case of control and controlling interest and such submission is mis-conceived. These are the written submissions and not affidavit of RSL as in the affidavit in opposition of RSL dated 10.05.2005 to the petition in GA No. 4375 of 2004, it has been categorically stated that PDB did not own majority block of shares in the operating companies. Both sets of the written submissions on behalf of the RSL reiterated the contents of the schedule of assets and the value thereof as stated by the Birla’s in the affidavit of assets filed by them in PLA No. 242 of 2004 and the valuation made thereof by the Birla’s, that submissions would have to be seen in that context. The submissions do not in any manner state/admit that PDB exercised voting right of the entire promoter group of shareholdings as manufacturing companies through any alleged mechanism of interlocking of cross shareholding of shares registered in the names of the manufacturing companies or societies. (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Therefore, the net effect of the statements in the written notes is whatever is disclosed in the affidavit is referred to as the “controlling block”. In any event it is submitted that written submission of RSL was prior to the joint APLs unanimously inventory report dated 15.10.2013 which found the estate to be what is disclosed in the affidavit of assets. Further any submissions by RSL’s counsel cannot bind HVL much less the entities of the group who were not parties to such proceedings or their statutory right to vote in respect of shares owned by them in various companies or confer control to direct voting on the administrators of the estate of a deceased shareholder.

#30. It is submitted that the respondents have argued that a learned single bench of this court while hearing the appeal from the order of CLB has held that the estate of PDB held 62.90% shareholding in BCrL which is not true. In fact, the court recorded the case of both groups and did not decide this and contrary made certain other observations that the jurisdiction to decide on this issue has largely shifted from the domain of CLB to the probate court and the courts for trial of suits. Further it is submitted that these observations regarding shifting of jurisdiction in a statutory appeal which order of CLB was approved by the Hon’ble Division Bench in its judgment dated 04.05.2020. Further the respondents have omitted to refer to paragraph 16 of the judgment wherein it was observed that an inconsistent case is being run by the appellants therein as it has been pleaded in the main petition that late MP Birla and as also PDB transferred their properties including shares to five (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE charitable trusts. Thus, the respondents are running contrary cases and should not be allowed to approbate and reprobate. Thus, it is submitted that the impugned order is beyond the jurisdiction of the court and also beyond the scope of the GA No. 1735 of 2019 and GA No. 1845 of 2019. It is submitted that the decision of the majority APL dated 19.07.2019 is beyond their jurisdiction and competence and was erroneously made without even having conclusively determined the extent of the estate. The decision of the majority APLs dated 30.07.2019 is beyond the relief claimed in the master summons taken out in GA No. 1735 of 2019 or GA No. 1845 of 2019 and therefore the court had no jurisdiction to pass any order of implementation of the decision dated 30.07.2019. Without prejudice, it is contended that even if such prayer was contained in the master summon’s, the said relief would have been beyond the jurisdiction of the testamentary court to grant. In any event, the direction contained in the impugned order runs contrary to the findings of the learned single bench which accepted the decision of the coordinate bench that probate court at best can pass necessary directions upon APL to initiate appropriate proceedings before appropriate forum for seeking appropriate reliefs in accordance with law. It is further submitted that the directions issued in the impugned order to the plaintiffs to implement all consequential decisions of APLs is beyond the prayers sought for in the application and hence without jurisdiction. The direction is uncertain and vague and grants blanket enforceability to all subsequent decisions of APLs thus negating the order of the Hon’ble Division Bench dated 23.08.2012. It is further submitted that the (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE third direction restraining the plaintiff from drawing any benefit personally from out of the assets of the estate of the deceased is beyond the scope of the prayers in those two petitions. There is no allegation made that the plaintiff are taking any benefit personally from and out of the funds of the estate. So far as the directions contained in sub para (b), learned single bench restrained the plaintiffs from interfering with the decision of the Joint APLs and any decision which may be taken by APL by majority in future, if the same directly and indirectly relates to the estate of the deceased. This order is beyond the jurisdiction of the learned single bench to take away the legal remedy and right given to the parties by the Hon’ble Division Bench in its order dated

23.08.2012 which expressly permits an aggrieved party to challenge a decision made by the Joint APLs before probate court. The second limb of the order in sub para (b) restrains HVL from holding any office in any of the entities of the MP Birla Group during pendency of the suit. This order has been passed despite the fact that HVL has been director of MP Birla Group of Companies even during the lift time of PDB and has continued to be elected or reappointed thereafter from time to time with a requisite majority, as per provisions of the Companies Act, 2013 and those resolutions appointing him as director have not been set aside till date. It was submitted that the HVL was reappointed in BCL on 23.09.2021, in UCL on 18.08.2020 in BCRL on 25.08.2020 and VTL on

05.08.2019. Further it is submitted when the respondent sought to restrain HVL from offering or proposing himself as a candidate for director of VTL and BCL at the meetings to be held on 5th and 6th of August 2019, by way of a (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE supplementary affidavit filed in GA No. 1735 of 2019 no such order was passed and HVL contested and was reappointed as a director. Similarly in August 2020, the respondents file an application in GA No. 1005 of 2020 seeking an order restraining reappointment of HVL as director of BCRL and UCL at the annual general meeting proposed on 25.08.2020 and 18.08.2020 respectively and no order of interim injunction was passed and HVL contested and was reappointed as a director. More importantly, none of these resolutions reappointing HVL as director have been set aside. It is submitted that despite the aforementioned facts as well as the fact that the learned single bench accepted that probate court has no jurisdiction to pass any order against third parties and without prejudice to the fact that a supplementary affidavit does not serve to amend a notice of motion or enable a party to seek new relief therein. It is submitted that the impugned order erroneously and indirectly restrains HVL from holding any part in any of the entities of the MP Birla Group during the pendency of the suit. Thus, the directions contained in the sub para (b) (ii)of the impugned order exceeds the jurisdiction of a probate court and erroneously curtails the tenure of office of a director in contravention of Section 152 of the Companies Act, 2013 which fixes the tenure of a director appointed or reappointed at the annual general meeting and in the case on hand it is three years. Lastly, it was submitted that the impugned order is in violation of the principles of natural justice. It is submitted that the defendants 1(b) and 1(c) were the applicants in GA No. 1735 of 2019 and GA No. 1845 of 2019 and they made their submissions at the first instance and thereafter the (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE plaintiffs being respondents in those applications made submissions and it was concluded. At that juncture, the defendant no. 3(a) did not make any submissions. Thereafter, the learned single bench permitted defendants no. 1(b), 1(c), 1(d) and 2 to advance new arguments and rely on new judgments in reply for the first time. Thereafter the three noticee companies made their submissions. After conclusion of the submissions of the three notices companies, learned single bench permitted the defendant no. 3(a) to advance new arguments and file exhaustive rejoinder notes of submissions and notes on relief which though objected to by the plaintiff was allowed by the learned single bench. The defendant no. 1(d), 2 and 3(a) have not filed any pleadings in any of the seven applications decided by the learned single bench, hence submissions in this behalf was without any pleadings by them. In such circumstances, the plaintiffs were constrained to file an application in GA No. 1121 of 2020 praying for opportunity of giving hearing to the plaintiff to deal with the new arguments and the new judgments cited by the defendant for the first time in the reply after the conclusion of the submissions of the plaintiffs. However, no such opportunity was granted to the plaintiffs and orders were reserved by learned Single Bench on 04.09.2020.. However, in the cause title of the order recording the same not only GA No. 1735 of 2019 and GA No. 1845 of 2019 were included but several other GAs which were wholly unconnected with the two GAs including GA No. 1005 of 2020 of the defendants filed in August 2020 were included. This necessitated the plaintiff to file clarification application in GA No. 78 of 2020 wherein the learned single bench by order (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE dated 16.09.2020 directed that all other applications which appeared in the list of 04.09.2020 except GA No. 2007 of 2019 will be considered for adjudication. This procedure is contrary to the establish practice and is also in violation of the principles of natural justice.

#31. Mr. Khambatta, learned senior advocate appearing for the appellants elaborated his submissions in the following manner. It is reiterated that the will sought to be probated by the Birla’s contained identical list of properties and in this regard referred to the probate petitions of Shri Ganga Prasad Birla in PLA No. 242 of 2004 and in particular the affidavit of executors Shri G.P. Birla and Shri S.N Tapuriah which contains the list of assets and its valuation. In Annexure-A therein, the valuation of the movable and immovable properties of PDB as on 03.07.2004 and in column 5 therein, the properties in public companies have been given as the number of shares in each of those companies. The learned senior advocate wanted us to compare the same with the affidavit of Shri G.P. Birla and another along with Annexure A of the affidavit filed by the RSL to show that both the annexures contained the identical list of properties. It is further submitted that in the affidavit filed in support of GA No. 4375 of 2004 for the first time the word “control” comes up and a prayer is sought for to appoint an independent person as administrator to exercise control and management over and in respect of the shares standing in the name of PDB in various companies and indirect control in other companies by virtue of such shareholding. Further it has been stated that in (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE view of interlocking pattern of shareholding in various Birla companies, if the control and management of the deceased’s estate is improperly handled or manipulated by the alleged executor even for a short while, it would have far reaching consequences not only in regard to the value of the immediate assets of the deceased but also in regard to the various other companies, institutions and charitable organizations with which, she was associated. In the prayer sought for in the said application, appointment of an administrator was prayed for to take over all movable and immovable assets and properties of PDB including the voting right and the right to control of the deceased in respect of the companies specified in the Annexure J to the said petition. It is submitted that such a prayer is a very wide prayer made for the first time before this Court whereas the prayer (b) seeks for the administrator to take over the management, affairs and control of the MP Birla Group of Companies and the shareholding of the companies specified in Annexure AA which is a very narrow prayer. It is submitted that at the first instance no prayer was made for appointment of an administrator to the charitable institutions and societies and this was included in the said application which was a very wide prayer. Reference was made to the decision reported in Priyamvada D. Birla Versus Laxmi D. Newar 7 wherein the applications filed by the Laxmi Devi Newar and others for appointment of an administrator was considered, referring to paragraph 30 and 31 of the said decision wherein the court accepted the 7 2005 4 CHN 544 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE argument that shareholders stand on a different footing from that of the company, which is a separate legal entity.

#32. Nextly, reference was made to the decision reported in Priyamvada Debi Birla Versus Ajoy Kumar Newar 8 wherein the court held that going by the prayer portions of the application made by the caveatrix, the prayer for appointment of an administrator cannot be considered for if considered, that would amount to taking over of management and control of separate juristic bodies by the probate court as it has no jurisdiction to do, however, the prayer for APL can be considered. Further by referring to the paragraph 75 of the said decision, it is submitted that the court held that the APL (Joint Administrators, Pendente lite) should function strictly in accordance with the Companies Act. Reference was made to the decision of the Hon’ble Division Bench reported in 2007 Calcutta Law Series page 377 and in particular findings/observations made by the court in paragraph 253 to 262 and ultimately the court held that the respondents therein has not been able to make out a case of necessity for appointment of APL on the ground of waste, mismanagement, misconduct of the executor. Further paragraphs 275 to 287 of the judgment were referred to and it was submitted that the court held that the Board of Management of the companies cannot be dislodged and the court has no jurisdiction to appoint APL and in paragraph 287, the court specifically dealt with Section 247 of the Succession Act and in paragraph 294, the court 8 AIR 2006 Calcutta 259 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE rendered a finding that there is no finding of waste and mismanagement or siphoning out of money, dilution of properties by the named executor and there is no reason to appoint APL for a part of the estate i.e. the controlling block of shares and allow the executor to manage the remaining part of the estate except valuable movable assets, jewellery, gold coins etc. Further it is submitted in paragraph 301 of the said judgment, the Division Bench pointed out that it has considered the nature of the estate, mostly the controlling block of shares held by PDB at the time of her death which has been disclosed in the affidavit of assets and there is no dispute in respect of such shares of PDB by the respondents therein nor any allegations has been made, that RSL failed to disclose the number of shares by the respondents, as an executor RSL took possession of the said shares and there is no allegation that he has failed to collect the assets. Thus, it is submitted that the Hon’ble Division Bench has rendered a finding on the extent of the estate and the said judgment has attained finality as the special leave petition filed against the said judgment was dismissed as not pressed by order dated 16.04.2008 in view of the judgment pronounced by the Hon’ble Supreme Court reported in Krishna Kumar Birla Versus Rajendra Singh Lodha and Others 9. Paragraph 57 of the said decision was referred to wherein the Hon’ble Supreme Court held that the jurisdiction of the probate court is limited being confined only to consider the genuineness of the will; question of title arising under the act cannot be gone into in the probate proceedings. Construction of a will relating to the 9 2008 4 SCC 300 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE right, title and interest of any person is beyond the domain of the probate court. Further in paragraph 187 of the said decision, the Hon’ble Supreme Court held that the submissions that RSL is an outsider and bequeath is unnatural did not appeal to the Hon’ble Supreme Court and such a question cannot be determined at the relevant stage. Further it was observed as to why an owner of the property executes a will in favour of the another is a matter of his/her choice; only by a will deprive his close family members including his sons and daughters. The court is concerned with the genuineness of the will. If it is found to be valid any further question as to why did she do so would be completely out of its domain. A will may be executed even for the benefit of others including animals. It is submitted that on 03.10.2008, RSL passed away. On 19.11.2008 the purported executors filed application for appointment of APL in GA No. 3714 of 2008 in PLA 242 of 2004. It is submitted that the in terms of the prayer (c) in paragraph 42 of said application/petition what was sought for was appointment of APL with a direction to take all decisions and exercise all his rights in regard to the shareholdings of PDB in the companies referred to in annexure C. It is submitted that from the averments made in the said petition, more particularly in paragraph 33, it is submitted that when it suits the Birla’s, they seek to take shelter under the provisions of the Companies Act. It is stated that “what is sauce for the goose is sauce for the grandeur”. The appellant had filed an affidavit in the said application specifically denying that PDB was in control of the management or business of the companies mentioned in annexure B with the petition. It was stated that all (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE the companies are managed by their respective Board of Directors and the question of either PDB or RSL or HVL controlling or attempting to take over all these companies does not arise. Further it was denied that the estate of PDB is in medio or that there is no person to manage and administer or oversee the estate as alleged.

#33. Nextly, the learned senior counsel referred to the judgment of dated

27.08.2010 in applications GA No. 3732 of 2008, GA No. 3714 of 2008, GA No. 3718 of 2008 in PLA No. 242 of 2004 and GA No. 3731 of 2008 in T.S. No. 06 of 2004. In the said decision, the court pointed out that the law is well settled by the Supreme Court by a large number of decisions that voting rights is essentially impartible adjunct to the shares. It was further held that the right of voting and incidental rights in connection with the shareholding automatically passes to the successor holder of the share, whether by way of transfer or by transmission therefore it is impossible to accept the contention that APL while taking custody of shares will have the limited role and obligations to receive the dividend only and will not be entitled to participate in the voting at any meeting of the companies as shareholders. Further the apprehension of the affectation of business of the running companies with appointment of administrators was held to be misplaced. Further it was submitted that in the said decision, the court clearly held as to what the APL has to do. There was a direction to the APL to make inventory of the estate and take possession of the same except which are under the possession of the Joint Special Officer. They shall submit (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE report of inventory within four weeks from the date of assumption of charge. Further with regard to the participation in the meetings of shareholders of the companies, they were directed to take lawful steps as shareholders in accordance with law which would mean that the provisions of the Companies Act have to be followed. Further in the said decision, it was held that the Joint Administrators will act ordinarily jointly, but in case of non-availability of any Joint Administrator remaining administrators or administrators will act, however ratification of the court is to be obtained latter at the earliest. Reference was made to the interim order passed by the Hon’ble First Court dated 22.12.2011, wherein the court recorded that the Learned counsels for the parties have principally agreed on the issue that an independent APL has to be appointed over the estate and the court should consider the constitution of APL as the three persons who have been nominated to constitute the APL by the first court are not acceptable to the appellants. Further the court has recorded the submissions of the learned counsels for the parties that only point which will be left for decision of the court is the power of APL vis-a-vis, the exercise of nature of rights relating to the shares which form the major part of the estate. Reference was made to the decision of the first court dated

23.08.2012 which was a decision rendered in the appeals arising out of the common judgment and order dated 27.08.2010 whereby the applications were disposed of putting the estate in the custody of three independent persons who would Act as a Joint Administrators pendente lite in and over all the estates left by the deceased. The learned senior counsel elaborately referred to the said (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE decision and submitted that the Division Bench has pointed out that the possession of an APL is similar to that of receiver with the distinction that the APL represents the estate for all purpose (except distribution) whereas the receiver does not represent the estate nor the parties but simply holds the estate for the benefit of the successful litigant. The Learned senior counsel laid much emphasis on the last three pages of the judgment and submitted that in seven places in the said judgment the court has used the words “ownership of shares and stocks”. Thus, it is submitted that controlling block of shares is where one has the majority ownership of shares. It is submitted that the in the last but one page of the judgment the first paragraph should not be read in isolation but should be read in conjunction with the earlier paragraphs which holds that the controlling block of shares is directly relatable to the ownership of those shares. It is submitted that at the relevant time Hon’ble Justice C.K. Thakkar, Former Judge of the Supreme Court was the administrator and after his resignation, the Hon’ble First Court by order dated 04.10.2012 appointed Hon’ble Justice R.V. Raveendran, Former Judge of the Supreme Court as the administrator. The letter sent by the APL to BCrL dated 27.12.2012,

08.07.2013 and 02.02.2014 were referred to and the reply given by BCrL to the APL dated 17.01.2013 wherein it was pointed out that BCrL is a listed company managed by Board of Directors elected with majority votes at the Annual General Meeting and the APL should resist any steps being taken to disrupt smooth functioning of the company which is the intention of the Birla Group and their nominees. Similarly, a letter was sent to the APLs by Bombay (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE Hospital Trust dated 30.01.2013 stating that the trust has been managed in accordance with the scheme and the Board of Management does not seek nor receive any guidance from any third party. However, should a proper suggestion be forthcoming the Board of Management may be open to consider that if it be in the interest of the public that the trust serves and consistent with the objects and proper administration of the trust.

#34. Nextly, the learned senior advocate referred to the first interim report of the APL dated 15.10.2013 wherein in Annexure 14 list of assets of the PDB with the value as furnished by prepounder of will were annexed. It is submitted that from the annexure 14 to the said interim report it is clear that the property in public companies is the list of shares held by the estate. Thereafter the details of the five suits which were filed were placed before this Court and the prayer sought for in those suits. It is also submitted that BCrL has also filed a company petition in C.P No. 01 of 2010 before the CLB, Principal Bench in Delhi. Learned Senior Counsel nextly referred to the decision in the case of Priyamvada Devi Birla Versus Ajay Kumar Newar 10 (Hon’ble Justice Jyotirmay Bhattacharya). After referring to the several paragraphs of the decision commencing from paragraph 111 it is submitted that control and management has a facet of holding shares and nothing can be done in derogation of the provisions of the Companies Act. It is submitted appeal has been filed against the said judgment. However, the learned senior counsel 10 2016 SCC Online Cal 1541 (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE seeks to rely upon certain findings rendered in the judgment as his arguments. It is further submitted that the probate court cannot issue an order of injunction against the third party and the jurisdiction is available only against a party to the proceedings who has caveatable interest. It is submitted that the Hon’ble Justice R.V. Raveendran resigned and Hon’ble Justice A.P. Shah was appointed by order dated 28.11.2016. Reference was made to the minutes of the 31st APL Committee meeting held on 21.07.2017 with particular reference to the decision of the APL on the objections raised for re-nomination of Directors. Subsequently, GA No. 1964 of 2018 was filed to constitute a new APL over the estate of PDB and for other reliefs in which the Hon’ble Division Bench passed the order on 10.04.2019 recording that Hon’ble Justice AP Shahi is not willing to continue and in his place Hon’ble Justice Mohit Shantilal Shah, Former Hon’ble Chief Justice of this Court was appointed to the APL Committee. The APL recorded its decision in the meetings held on 15th and 16th June, 2019 holding that the APL Committee having control over majority shareholdings in the companies in MP Birla Group of Companies including VTL and BCL, it does not support the resolution for reappointment of HVL as director of VTL and BCL; APL Committee supports in principle the resolution for payment of profit-based remuneration/commission to non-executive directors of UCL, VTL, BCL, and BCrL and certain other directions. It is submitted that this decision was rendered by two of the members of the APL and the third member puts up a dissent note. It is submitted that GA No. 1735 of 2019 has been filed to implement the decision of the majority APL and GA (APO NOS. 89, 90, 91, 92, 94, 95, 96 AND 98 OF 2020) REPORTABLE No. 1761 of 2019 has been filed to set aside the majority decision of the APL. The Hon’ble Division Bench had rendered judgment dated 04.05.2020. The companies which were the appellants namely the BCL, BCrL and VTL are not parties to the proceedings before the learned single bench. The Division Bench held that the shareholder is not the owner of the assets of the company and the probate court does not decide the title of the properties being subject matter of the will and it only decides the genuineness of the will.

#35. Nextly, the learned senior counsel referred to Section 2 (h) and Section 5 of the Indian Succession Act and Section 30 of the Hindu Succession Act to explain as to what is the property which can be bequeathed. On this aspect, reliance was placed on the decision of the Hon’ble Supreme Court in Rustom Cavasjee Cooper Versus Union of India 11. For the same proposition, reliance was placed on the decision in Tata Memorial Hospital Workers Union Versus Tata Memorial Centre and Another 12. Reliance was placed on the decision of the Hon’ble Supreme Court in Howrah Trading Company Limited Versus Commissioner of Income Tax, Central, Calcutta 13 to explain the position of a shareholder. This decision was referred to in J.P. Srivastava & Sons Private Limited and Others Versus Gwalior Sugar Company Limited and Others 14.