- (1.) LEAVE granted. C. A. NO. 11574 of 2009 @ S. L. P. (C) No. 17162 of 2006
(2.) PARMANAND Patel, since deceased, was a very wealthy person. He floated several companies including the 5th respondent Company herein known as M/s. Tulsidas V. Patel Pvt. Ltd. Appellant Indu P. Patel is his widow. He also left behind his daughters, viz. , Sudha A. Chowgule and jaya P. Patel, respondent nos. 1 and 2 respectively. The company has its assets consisting of shares in different companies as also immovable properties. It owns two multi-storeyed buildings known as "kanchanjunga" and "d-Tower Building" situated at Peddar Road, Mumbai. It also owns a bungalow known as "bella Vista" situated at the same road. According to the plaintiffs (appellants herein), the approximate value of the assets held by the company would be about Rs. 367 crores. However, according to the 1st defendant (respondent no. 1 herein), the value of the properties owned by the company and its subsidiaries would be about rs. 1120 crores. Parmanand Patel held 85% shares in the said company. The remaining 15% shares were held by Indu Patel, Sudha and Jaya in equal proportion. Indisputably, Parmanand Patel had been suffering from various diseases including some neurological ones. For his treatment, he used to frequently visit United States of America accompanied by his wife and daughter Sudha. One Dr. Hemant Patel, a resident of Mombasa, Kenya is the brother of appellant no. 2. One Shirish Patel, who is a chartered accountant is the nephew of Parmanand Patel. Indisputably, on 23rd January 2005 late Parmanand Patel executed a will. He also signed letters which are in the nature of gift and/or arrangements in regard to some of his properties. It is also not in dispute that he had gifted two flats in favour of the first appellant apart from making a mediclaim policy for her. Although the Will is undated, it is accepted that the same was also executed on 23rd January 2005, i. e. , on the same date when the documents were executed. By reason of the said Will, he is said to have bequeathed 50% of his property to Sudha and 50% to Jaya. In a letter addressed to the 1st respondent, viz. , Sudha, he is purported to have recorded that the he had given all his shares to her. By reason of one of the letters addressed to the 1st respondent, he is purported to have given all of his shares to her with a direction that she should retain 46% to herself and give 39% to Jaya. The said gift is said to have been made on certain conditions. A similar letter was also addressed to the 2nd appellant herein. It is, however, not in dispute that appellant no. 2 did not agree to the aforementioned arrangement. The said Will was attested by one Dr. Zarir F. Udwadia and one Sh. R. A. Shah, advocate. Indisputably, when the aforementioned purported Will was executed and the letters were written, Jaya was in the United States of America. Shirish Patel was also in United States. As appellant no. 2 admittedly did not agree to the said purported mode and manner of disposition of properties by her husband, another document was prepared on 23rd January 2005 itself, which reads as under : JUDGEMENT_323_TLPRE0_2009Html1.htm The said document was signed not only by Parmanand Patel and Indu Patel but also by Shri R. A. Shah, the Solicitor. Certain developments took place thereafter. A meeting of the company was held wherein Indu Patel was shown to have been present, however, from perusal of a letter dated 01st September 2005, it now transpires that Indu Patel was given leave of absence on that date. In the said meeting various decisions were taken, namely, transfer of shares, appointment of Chairman, custody of the minute book, adoption of the company etc. It was claimed by Sudha by reason of resolution adopted in the said meeting, became the Chairman of the company.
(3.) YET again, a Board meeting of the Company was called on 25th january 2005 which was attended only by Sudha and Parmanand Patel. Appointment of Shiraj Salelkar, an Advocate being an Assistant to Mr. R. A. Shah and Ms. Usha Moraes as Directors in the Board of the company was informed to the Board and a resolution was adopted appointing them as additional Director of the company. Yet again, a meeting of the Board was held on 06th March 2005 wherein Sudha and Parmanand Patel were present. In the said meeting, resignation of Ms. Usha Moraes was accepted and in his place Arjun A. Chowgule, son of Sudha, was appointed as Additional director of the company. A resolution was also adopted with regard to the operation of the bank account in terms whereof Sudha was permitted to operate the bank account singly and others were permitted to operate only with her. Another purported meeting was held on 21st April 2005 wherein sudha, Parmanand Patel and Arjun Chowgule were present. In the said meeting, on the alleged ground that Jaya Patel remained absent from the board meetings which had taken place for a period of 3 months from january 2005 to March 2005, applying the provisions of Section 283 (1) (g)of the Companies Act, it was resolved that she would be deemed to have vacated the office of Director of the company with immediate effect. D appellant herein alleging that her husbanD ParmananD Patel was unable to manage the affairs of the company anD his properties, fileD a suit on his behalf in the original siDe of the Bombay High Court on or about 12th september 2005 praying, inter alia, for the following reliefs : " (a) that it be DeclareD that the Document purporting to be the Will DateD 23rD January 2005 of Plaintiff No. 1, being Exhibit "g" hereto, the two letters DateD 23rD January 2005, being Exhibits "j" anD "k" hereto anD the purporteD gift / transfer of shares of DefenDant No. 5 by Plaintiff No. 1 in favour of DefenDant No. 1 as recorDeD therein are null, voiD anD of no effect in law; (b) that DefenDant No. 1 be orDereD anD DecreeD to Deliver up the saiD Document purporting to be the will DateD 23rD January 2005 of Plaintiff No. 1, being Exhibit "g" hereto, the two letters DateD 23rD january 2005, being Exhibits "j" anD "k" hereto for cancellation anD the same be cancelleD by anD unDer the orDers anD Decree of this Hon'ble Court; (c) that the purporteD transfer of 85% shares helD by Plaintiff No. 1 in TulsiDas V. Patel Pvt. LtD. , DefenDant No. 5 in favour of DefenDant No. 1 be set asiDe anD cancelleD anD DefenDant No. 1 be orDereD anD DecreeD, if necessary, to transfer the saiD shares to the Plaintiff No. 1; (D) that DefenDant No. 5 be orDereD anD DirecteD to recorD Plaintiff No. 1 as the holDer of the 85% shares in the recorDs of DefenDant No. 5 anD for that purpose to Do all acts, DeeDs anD things anD make proper entries in its recorDs as may be necessary; (e) that it be DeclareD that the appointments of DefenDant No. 3 anD 4 as Directors on the BoarD of Directors of TulsiDas V. Patel Pvt. LtD. . , DefenDant No. 5 are not valiD; (f) that alternately, DefenDant No. 3 anD 4 be removeD as Directors from the BoarD of Directors of DefenDant No. 5; (g) that the appointment of DefenDant No. 1 as the chairperson of the BoarD of Directors of DefenDant No. 5 be set asiDe; (h) that DefenDant No. 1 be DirecteD to return the recorDs, registers, minutes books anD books of accounts of the DefenDant No. 5 company to its registereD office;" Several prayers for grant of interim relief were also prayeD for.;