JYOTIRMAY BHATTACHARYA,J. - (1.) This testamentary suit springs out of an application for grant of probate filed by the predecessor -in -interest of the present plaintiffs who, as executor and/or propounder applied for grant of probate of the Will published by one Priyamvada Devi Birla in short P.D.B on 18th April, 1999 along with the codicil dated 15th April, 2003 to the said Will. During the pendency of the probate proceeding the executor, namely, Rajendra Singh Lodha in short R.S.L died and after his death his legal heirs were substituted in the place of the said deceased executor and the said proceeding was converted into a proceeding for grant of letters of administration at the instance of the Present plaintiffs being the legatees under the said Will.
(2.) In an appeal arising out of an order passed by the Probate Court, a three member committee of administrators pendente lite (hereinafter referred to as 'APL') was appointed over the estate of the late Priyamvada Devi Birla. Out of these three members of the APL, one was nominated by the Lodhas, namely, Mahendra Kumar Sharma another was appointed as a nominee of A.K. Newar and others, namely, Amal Chandra Chakraborty and apart from them a former Judge of the Hon'ble Supreme Court Mr. Justice R.V Raveendran was appointed by the Court as another member of the said committee of 'APL'. However, due to resignation submitted by Justice R.V. Raveendran subsequently, the Committee of 'APL' became non -functional and, as a result, presently the estate is not being looked after by any independent officer of the Court.
(3.) When in these set of facts, the defendants/applicants came to know from various newspapers reportings that Birla Corporation Limited in which Priyamvada Devi Birla had some share was negotiating with Reliance Infrastructure Limited for acquiring four of its cement manufacturing units by purchasing its shares in Uttar Pradesh, Madhya Pradesh, Maharashtra and West Bengal involving a huge investment of about 4,000 -4200 crores, two applications were taken out by two sets of defendants under an apprehension that the debt burden of Birla Corporation Limited will increase by about Rs.3,100/ - crores if the said deal is executed with Reliance Infrastructure. Identical apprehension of enhancement of debt burden amounting to Rs.1,500/ - crores approximately of the company, namely, Birla Corporation Limited was also expressed by the defendants/applicants in case the said company executes the deal of taking over the two units of other cement manufacturing company Viz., Lafarge India. However, the proposal for taking over two units of Lafarge India was subsequently abandoned by B.C.L. It is alleged in the said application that since the estate of Priyamvada Devi Birla is the promoter of Birla Corporation Limited and its control vests with the estate of Priyamvada Devi Birla directly or indirectly through the interlinking, chain and cross -holding of shares, whenever any policy decision which has material impact on the fortunes of the company is required to be taken, the promoter group of the said company should be consulted even though under the provisions of the Companies Act formal control vests with the Board of Directors. It is further alleged therein that the fiduciary position held by the Director of the company also demands that before making such huge commitment, the Directors of the company should consult the promoters and the promoter group which includes the estate of Priyamvada Devi Birla which has large stakes in the success or failure of the said company. It was further alleged therein that even this Hon'ble Court while appointing a committee of 'APL' on 23rd August, 2012 made it clear irresistibly, expressly or impliedly that any major policy decision affecting the interest can be taken by this Hon'ble Court through the Committee of 'APL' as constituted by this Court.;