Sreejaya Bhattacharjee Godfrey and anr. Vs. Shreejaya Tea and Industries Private Limited and ors. - Court Judgment

SooperKanoon Citationsooperkanoon.com/1087022
CourtKolkata High Court
Decided OnSep-26-2013
JudgeNADIRA PATHERYA
AppellantSreejaya Bhattacharjee Godfrey and anr.
RespondentShreejaya Tea and Industries Private Limited and ors.
Excerpt:
order sheet g.a.2968 of 2013 with c.s.26 of 2013 in the high court at calcutta ordinary original civil jurisdiction original side sreejaya bhattacharjee godfrey & anr. versus shreejaya tea & industries private limited & ors.before: the hon'ble justice patherya date: 26th september, 2013. appearance: mr.reetobroto mitra, adv.ms.sarbopriya mukherjee, adv.mr.rajesh upadhyay, adv.… for the plaintiff no.1 mr.r.bachawat, sr.adv.ms.h.chakraborty, adv.mr.p.chowdhury, adv.ms.s.saha, adv.… for the plaintiff no.2 mr.abhrajit mitra, adv.ms.r.kajaria, adv.mr.j.chowdhury, adv.mrs.s.sharma, addv. mr.s.mukherjee, adv.mr.arijit ghosh, adv.… for the respondent no.4 the court: in a suit for framing a scheme for management and affairs of the defendant no.1 and restraining the defendant nos.2 to 4 from operating the bank accounts so also disposing of the shares of the defendant no.1, this application has been filed for interim reliefs. in the said suit g.a.300 of 2013 was filed and orders passed. the said orders were challenged in appeal and by the order dated 22nd march, 2013 a committee of management was constituted consisting of the plaintiff nos.1 and 2 and the respondents nos.2 and 3 to run the companies. one of the companies owns tea gardens in assam and plaintiff no.2 initially did not participate in running the said tea garden. it is only recently that the plaintiff no.2 has started staying in the tea garden to run the tea estate. resolutions have been passed from time to time by the committee of management and as the plaintiff no.2 was not interested in attending the meetings by resolutions dated 25th april, 2013 and 22nd july, 2013 a manager so also an internal auditor were appointed. as the manager and internal auditor could not have access to the tea gardens police help was sought and police help was also rendered by order dated 9th july, 2013. since then the plaintiff no.2 has siphoned of funds and is now staying in the tea estate with an intent to run it. by resolution dated 25th april, 2013 a manager was appointed, it is only the personnel which was changed at the meeting held on 5th august, 2013. there is no appeal from the order dated 9th july, 2013 nor has any application been filed for vacating the said order. therefore, in principle the appointment of the manager has not been disputed by the plaintiff no.2 and the only dispute which he seeks to raise today is with regard to the appointment of the manager. it has been submitted on behalf of the plaintiff no.2 that the resolution passed on 5th august, 2013 was in the absence of the chairman. admittedly, the committee of management has been appointed by the order dated 22nd march, 2013 and four persons are to constitute the said committee. the chairman appointed is empowered to exercise summary power and to overrule decisions of the members so also to intervene in case of a deadlock so also to ensure a settlement between the parties through mediation. in the meeting held on 5th august, 2013, an issue raised was with regard to seeking vacating of the manager’s bungalow by the plaintiff no.2 therein which by a majority vote of 2:1 has been passed at the board meeting. another allegation levelled on behalf of the plaintiff no.2 is that the defendant nos.2 and 3 are a husband and wife duo and their vote cannot be accepted. in view of the order dated 22nd march, 2013, the resolution which has been passed by the committee members must be honoured even if it comprises of a husband-wife duo. in the event the plaintiff no.2 had any objection to the appointment of both defendant nos.2 and 3 in the committee of management this should have been pointed out to the court of appeal on 22nd march, 2013. not having done so this submission, at this stage, cannot be accepted. allegations and counter-allegations have been made with regard to siphoning of funds. to ascertain whether the tea garden has been successfully run by the plaintiff no.2 since he has been over-seeing the activity of the tea garden, let a statement of account be submitted by the plaintiff no.2 so also the petitioner (defendant no.2) herein to assess whether the parties in effect are working for the betterment of the tea estate or are interested in enriching themselves. therefore, the manager appointed will continue. let the statement of accounts be produced by both the parties on the next date of hearing. as the resolution of 5th august, 2013 has not been challenged the said resolution stands and accordingly the manager appointed be allowed to enter the tea gardens. arrangements be made by the plaintiff no.2 who admittedly is at present in the tea garden for accommodation of the manager appointed. in the event the plaintiff no.2 is desirous of changing the personnel of the manager let a name be suggested to the other members of the committee of management by 30th september, 2013. it will not be out of context to mention that the said company which owns the tea gardens is a closely held family concern. there is no outsider who is a shareholder or even assuming there are outsider shareholders their shareholding will be minimal. therefore, effort ought to be made by the plaintiffs and the defendant nos.2 and 3 to ensure that the tea garden is not lost to them for ever and if necessary as directed by the order dated 22nd march, 2013 mediation ought to be undertaken. matter to appear in the list on 30th september, 2013. let no steps be taken pursuant to fir lodged by the manager appointed till 30th september, 2013. this is only to ensure that peace and law and order is maintained in the tea garden. the said be ensured through the superintendent of police tinsukia. all parties concerned are to act on a signed photocopy of this order on the usual undertakings. (patherya, j.) sg2
Judgment:

ORDER

SHEET G.A.2968 of 2013 With C.S.26 of 2013 IN THE HIGH COURT AT CALCUTTA ORDINARY ORIGINAL CIVIL JURISDICTION ORIGINAL SIDE SREEJAYA BHATTACHARJEE GODFREY & ANR.

Versus SHREEJAYA TEA & INDUSTRIES PRIVATE LIMITED & ORS.BEFORE: The Hon'ble JUSTICE PATHERYA Date: 26th September, 2013.

Appearance: Mr.Reetobroto Mitra, Adv.Ms.Sarbopriya Mukherjee, Adv.Mr.Rajesh Upadhyay, Adv.… for the plaintiff no.1 Mr.R.Bachawat, Sr.Adv.Ms.H.Chakraborty, Adv.Mr.P.Chowdhury, Adv.Ms.S.Saha, Adv.… for the plaintiff no.2 Mr.Abhrajit Mitra, Adv.Ms.R.Kajaria, Adv.Mr.J.Chowdhury, Adv.Mrs.S.Sharma, Addv.

Mr.S.Mukherjee, Adv.Mr.Arijit Ghosh, Adv.… for the respondent no.4 The Court: In a suit for framing a scheme for management and affairs of the defendant no.1 and restraining the defendant Nos.2 to 4 from operating the bank accounts so also disposing of the shares of the defendant no.1, this application has been filed for interim reliefs.

In the said suit G.A.300 of 2013 was filed and orders passed.

The said orders were challenged in appeal and by the order dated 22nd March, 2013 a Committee of Management was constituted consisting of the plaintiff Nos.1 and 2 and the respondents Nos.2 and 3 to run the companies.

One of the companies owns tea gardens in Assam and plaintiff No.2 initially did not participate in running the said tea garden.

It is only recently that the plaintiff no.2 has started staying in the tea garden to run the tea estate.

Resolutions have been passed from time to time by the Committee of Management and as the plaintiff no.2 was not interested in attending the meetings by resolutions dated 25th April, 2013 and 22nd July, 2013 a Manager so also an internal auditor were appointed.

As the Manager and internal auditor could not have access to the tea gardens police help was sought and police help was also rendered by order dated 9th July, 2013.

Since then the plaintiff no.2 has siphoned of funds and is now staying in the tea estate with an intent to run it.

By resolution dated 25th April, 2013 a manager was appointed, it is only the personnel which was changed at the meeting held on 5th August, 2013.

There is no appeal from the order dated 9th July, 2013 nor has any application been filed for vacating the said order.

Therefore, in principle the appointment of the manager has not been disputed by the plaintiff no.2 and the only dispute which he seeks to raise today is with regard to the appointment of the manager.

It has been submitted on behalf of the plaintiff no.2 that the resolution passed on 5th August, 2013 was in the absence of the Chairman.

Admittedly, the committee of management has been appointed by the order dated 22nd March, 2013 and four persons are to constitute the said committee.

The Chairman appointed is empowered to exercise summary power and to overrule decisions of the members so also to intervene in case of a deadlock so also to ensure a settlement between the parties through mediation.

In the meeting held on 5th August, 2013, an issue raised was with regard to seeking vacating of the manager’s bungalow by the plaintiff No.2 therein which by a majority vote of 2:1 has been passed at the board meeting.

Another allegation levelled on behalf of the plaintiff no.2 is that the defendant Nos.2 and 3 are a husband and wife duo and their vote cannot be accepted.

In view of the order dated 22nd March, 2013, the resolution which has been passed by the committee members must be honoured even if it comprises of a husband-wife duo.

In the event the plaintiff no.2 had any objection to the appointment of both defendant Nos.2 and 3 in the committee of management this should have been pointed out to the Court of appeal on 22nd March, 2013.

Not having done so this submission, at this stage, cannot be accepted.

Allegations and counter-allegations have been made with regard to siphoning of funds.

To ascertain whether the tea garden has been successfully run by the plaintiff no.2 since he has been over-seeing the activity of the tea garden, let a statement of account be submitted by the plaintiff no.2 so also the petitioner (defendant No.2) herein to assess whether the parties in effect are working for the betterment of the tea estate or are interested in enriching themselves.

Therefore, the Manager appointed will continue.

Let the statement of accounts be produced by both the parties on the next date of hearing.

As the resolution of 5th August, 2013 has not been challenged the said resolution stands and accordingly the manager appointed be allowed to enter the tea gardens.

Arrangements be made by the plaintiff no.2 who admittedly is at present in the tea garden for accommodation of the manager appointed.

In the event the plaintiff no.2 is desirous of changing the personnel of the manager let a name be suggested to the other members of the committee of management by 30th September, 2013.

It will not be out of context to mention that the said company which owns the tea gardens is a closely held family concern.

There is no outsider who is a shareholder or even assuming there are outsider shareholders their shareholding will be minimal.

Therefore, effort ought to be made by the plaintiffs and the defendant Nos.2 and 3 to ensure that the tea garden is not lost to them for ever and if necessary as directed by the order dated 22nd March, 2013 mediation ought to be undertaken.

Matter to appear in the list on 30th September, 2013.

Let no steps be taken pursuant to FIR lodged by the manager appointed till 30th September, 2013.

This is only to ensure that peace and law and order is maintained in the tea garden.

The said be ensured through the Superintendent of Police Tinsukia.

All parties concerned are to act on a signed photocopy of this order on the usual undertakings.

(PATHERYA, J.) sg2