Bombay High Court
Mr. Prashant Mehta And Ors vs Justice J.N. Patel (Retd.) Ex ... on 31 August, 2016
Bench: Dr. Shalini Phansalkar-Joshi
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
CIVIL APPELLATE JURISDICTION
APPEAL FROM ORDER (STAMP) NO. 24200 OF 2016
WITH
CIVIL APPLICATION (STAMP) NO. 24201 OF 2016
IN
APPEAL FROM ORDER (STAMP) NO. 24200 OF 2016
1. Mr.Kishor K. Mehta }
Aged 78 years, Indian }
Inhabitant Founder/Permanent }
Trustee for Life Lilavati Kirtilal }
Mehta Medical Trust residing at }
Usha Kiran, 18th Floor, 15, }
Carmichael Road, Mumbai-400
026.
}
2. Mrs. Charu K. Mehta }
Aged 73 years, Indian Inhabitant }
Founder/ Permanent Trustee for Life }
Lilavati Kirtilal Mehta Medical Trust }
residing at Usha Kiran, 18th Floor, 15, }
Carmichael Road, } Applicants/Appellants
Mumbai-400 026
Versus
1. Justice J.N. Patel (Retd.) }
Ex Chairman - Interim Board of }
Trustees }
Planet Godrej, Tower No.5, 2501, 30 }
K.K. Marg, Jacob Circle,
Mumbai- 400 011 }
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OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
2. Mrs. Rekha H. Sheth }
Founder/Permanent Trustee for Life }
Lilavati Kirtilal Mehta Medical Trust }
A-791, Bandra Reclamation, Bandra } Respondents
(West),
Mumbai-400 050
AND
APPEAL FROM ORDER (STAMP) NO. 24204 OF 2016
WITH
CIVIL APPLICATION (STAMP) NO. 24206 OF 2016
IN
APPEAL FROM ORDER (STAMP) NO. 24204 OF 2016
1. Mr.Prashant Mehta
ig }
Aged 45 years }
2. Mr.Rajiv Mehta }
Aged 48 years }
3. Mrs.Reshma R. Mehta }
Aged 45 years }
4. Mr.Rajesh Mehta }
Aged 50 years }
Having their office at Diamond } Applicants/Appellants/
House, 9, Vaccha Gandhi Road, } Intervener
Gamdevi, Mumbai 07. }
IN THE MATTER BETWEEN
1. Mr.Prashant Mehta }
Aged 45 years }
2. Mr.Rajiv Mehta }
Aged 48 years }
3. Mrs.Reshma R. Mehta }
Aged 45 years }
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4. Mr.Rajesh Mehta }
Aged 50 years }
Having their office at Dimond } Applicants/Appell
House, 9, Vaccha Gandhi Road, } ants
Gamdevi, Mumbai 07. }
Versus
1. Justice J.N. Patel (Retd.) }
Ex Chairman - Interim Board of }
Trustees }
Planet Godrej, Tower No.5, 2501, 30 }
K.K. Marg, Jacob Circle, Mumbai- 400
011
}
2. Mrs. Rekha H. Sheth
ig }
Founder/Permanent Trustee for Life }
Lilavati Kirtilal Mehta Medical Trust }
A-791, Bandra Reclamation, Bandra }
(West),
Mumbai-400 050
3. Mr.Kishor K. Mehta }
Aged 78 years, Indian }
Inhabitant Founder/Permanent }
Trustee for Life Lilavati Kirtilal }
Mehta Medical Trust residing at }
Usha Kiran, 18th Floor, 15, }
Carmichael Road, Mumbai-400
026.
}
4. Mrs. Charu K. Mehta }
Aged 73 years, Indian Inhabitant }
Founder/ Permanent Trustee for Life }
Lilavati Kirtilal Mehta Medical Trust }
residing at Usha Kiran, 18th Floor, 15, }
Carmichael Road, } Respondents
Mumbai-400 026
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OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
Appearances :-
Mr.Yashank Andhyaru with Mr.Kartik Sheth and
Mr.Abhishek Prabhu i/b. M/s.Thakore Jariwala and
Associates for the Applicants/Appellants in
AOST/24200/2016 and CAAST/24201/2016.
Mr.Aabad Ponda with Mr.Dakshash Vyas i/b.
Jayesh G. Gawde for the Applicants/Appellants in
AOST/24204/2015 and CAAST/24206/2016.
Mr.Prateek Saksaria with Ms.Jesal Shah i/b. Daru Shah for
Respondent No.2 in both matters.
CORAM : DR.SHALINI PHANSALKAR-JOSHI, J.
DATE
ig : 31ST AUGUST, 2016.
ORAL JUDGMENT :
1] Admit.
2] As the appeals are heard finally at length, with
consent of learned counsel for the parties, they are decided at
the stage of admission itself.
3] As both these appeals raise common question of
facts and law, they are heard together and being decided
together by this common judgment.
4] Both the appeals take an exception to an order dated
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26th August, 2016 passed by the City Civil Court, Borivali Division,
Dindoshi, Mumbai in Notice of Motion No.2132 of 2016 in Suit
No.1498 of 2016.
5] For the sake of convenience initially we deal with the
facts and controversy involved in Appeal from Order (Stamp)
No.24200 of 2016, as the appellants there in had filed the suit
before the Trial Court.
6]
Appellants are the permanent Trustees of Leelavati
Kirtilal Mehta Medical Trust (hereinafter referred to as "the
Trust"). By filing the Notice of Motion in the suit filed before the
trial Court, appellants had sought the interim relief that the effect
and operation of the resolutions passed in the 44 th Board Meeting
dated 30th April, 2016 be stayed. By the impugned order, the
Trial Court dismissed the said Notice of Motion. Hence, the
instant appeal.
7] This case has a chequered history of litigation and for
understanding and appreciating the controversy, a brief
reference to the said history of litigation and the facts becomes
necessary.
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
8] On 5.7.1978 Leelavati Kirtilal Mehta Medical Trust
was settled by the late Shri Kantilal Manilal Mehta, by virtue of a
registered Trust Deed. As per Clause 16 of the Trust Deed, the
appellant No.1, 2 and Respondent No.2 became permanent
trustees for the life time. On account of the internal disputes
between them, the matter reached upto the Apex Court and vide
its order dated 21st May, 2014, passed in Special Leave Petition
No.3772 of 2014, the Apex Court thought it fit to constitute a
Interim Board of Trustees comprising of two undisputed
permanent or Life Time Trustees, namely, appellant No.2
Mrs.Charu Mehta, respondent No.2 Mrs.Rekha H. Sheth and
respondent No.1 Justice J.N.Patel (Retired) as Chairman of the
Interim Board of Trustees. It was specifically directed by the said
order that Justice J.N.Patel (Retired) respondent No.1 herein will
have the power to convene a meeting of the Board of Trustees as
and when it was required to be held for transacting any business
including the passing of budgets. The Management of the
Leelavati Kirtilal Mehta Hospital and the staff of the Trust were
also directed to co-operate and assist him in the work of the Trust
in all respects.
9] This Interim Board of Trustees consisting of Justice
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J.N.Patel (Retired) and the two permanent Trustees, as referred
above continued, till 12th April, 2016, when the matter was
moved before the Apex Court again in the same Special Leave
Petition No.3772 of 2014 and it was pointed out that status of
another permanent Trustee namely, Kishor Mehta, the appellant
No.1 herein, has now been ascertained by the statutory
authority, namely, Assistant Charity Commissioner. In view
thereof, the Apex Court found that the functioning of the Interim
Board need not be continued any further. The Apex Court
accordingly disbanded the Interim Board constituted by its order
dated 21st May, 2014, leaving it open for the Trust and its
Trustees to take care of its interest and operations.
10] While disbanding the Interim Board, the Apex Court
appreciated the constructive services rendered by respondent
No.1-Justice J.N.Patel (Retired). At the same time, the Apex Court
also considered the effects of its earlier order dated 30 th March,
2016, according to which the directions were given to extend the
appointment of the Consultant/Medical Officers/ Doctors till 31 st
December, 2016. It was observed that such extension of the
Consultant/Medical Officers/Doctors shall continue to remain till
31st December, 2016 and the trustees can take any decision for
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their further continuation by passing appropriate orders, which
will come into effect only on and from 1st January, 2017.
11] The real crux of the present dispute between the
parties started thereafter.
12] In view of the disbandment of the Interim Board /
Board of Trustees, respondent No.1-Justice J.N.Patel (Retired)
issued a notice dated 28th April, 2016, calling a meeting of the
Trustees on 30th April, 2016, for formal handing over of the
charge. The copy of the notice of the said meeting is produced at
page No.756 of this appeal. The specific agenda laid down for
the meeting was as follows:
"i) Review of the functioning of Interim Board and
formal handing over of the charge to the Board of
Trustees.
ii) Any other matter with permission of the Chair."
13] Appellants urged respondent No.1 not to proceed
with such an illegal and unwarranted meeting. Appellants also
informed respondent No.1 that they had preferred a
clarification/direction by moving Interim Application No.32 of
2016 before the Hon'ble Supreme Court and it was listed on 5 th
May, 2016, and thus the matter was subjudice before the Apex
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Court. However, respondent No.1 chose to proceed to hold the
meeting dated 30th April, 2016 as convened. In the said
meeting, in addition to passing the Resolution of formal handing
over of the charge by the Interim Board of Trustees to the other
remaining Trustees and after taking the review of the functioning
of the Interim Board, some more resolutions came to be passed
pertaining to the affairs of the Trust by the remaining Trustees.
The appellants herein are aggrieved by the passing of those
resolutions.
14] According to the appellants, when by order dated 12 th
April, 2016 the Interim Board of Trustees was disbanded by the
order of the Apex Court itself, there was in the first place, no
occasion for respondent No.1 herein, to convene the meeting for
the purpose of formal handing over of the charge. Moreover after
disbandment of Interim Board respondent No.1 was not
authorised to hold the meeting. Hence any decisions taken by
resolutions passed there in are patently illegal and void ab-initio.
Secondly, assuming that it was necessary for Respondent No.1 to
hand over formal of the charge of the Trust to the other Trustees,
it was totally illegal and inappropriate on his part to hand over
the formal charge of the Trust to only some of the Trustees and
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
not to other Trustees, when admittedly in respect of those
Trustees "Change Report" was pending for adjudication before
the Assistant Charity Commissioner. Thirdly, it is submitted that,
under the garb of calling the said meeting, only for the purpose
of handing over the charge, some more resolutions were passed
in the meeting, by those Trustees, when admittedly they have no
right to do so. Especially, in the absence of appellants who are
also permanent and Life Time Trustees. It is urged that the
meeting dated 30th April, 2016, could have been at the most for
formal handing over of the charge but not for passing of those
resolutions.
15] With all these contentions and grievances appellant
Nos.1 and 2 filed a suit before the Trial Court for declaration that
all the business transacted in the said meeting is illegal and
liable to be set aside.
16] Along with the suit, the appellants filed Notice of
Motion seeking specific relief that pending the hearing and final
disposal of the suit, to stay the effect, execution and
implementation of the decisions taken in pursuance of the
resolutions passed in the 44 th Meeting of the Interim Board of the
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
Trustees held on 30th April, 2016.
17] This Notice of Motion came to be resisted by
respondent Nos.2 and 3 herein raising contentions that there was
nothing wrong in Interim Board headed by respondent No.1-
Justice J.N.Patel (Retired) in formal handing over the charge of
the Interim Board of Trustees to the remaining Trustees and that
was the only resolution passed in his presence. So far as, the
other resolutions are concerned, it is submitted that they are
passed by the remaining Trustees and they were in the interests
of the Trust for proper management of the Trust. The appellants
have therefore no right at all to challenge those resolutions or to
seek stay to the operation of those resolutions. If the stay is
granted to execution of those resolutions, the affairs of the Trust
will come to a stand-still.
18] The Trial Court, after hearing learned counsel for the
parties, was pleased to hold that, as regards the resolution of
Interim Board headed by respondent No.1 of handing over of the
formal charge to the remaining Trustees, it was done in
pursuance of the order passed by the Apex Court and hence,
there was no question of granting stay to the operation of the
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
said resolution. Similarly, as regards the resolution extending the
services of the Consultant/Medical Officers/Doctors till 31 st
December, 2016, as it was done in view of the order passed by
the Apex Court in Special Leave Petition, Trial Court did not find
any fault therein.
19] As to the remaining resolutions, the Trial Court held
that those resolutions appear to be passed in the beneficial
interest of the Trust and they are not at all injurious to the affairs
of the Trust. Moreover, the Trial Court further held that though
the appellants had the notice of the meeting, they chose to
remain absent in that meeting. In such situation appellants
could not raise any grievance about the passing of those
resolutions. It was observed by the Trial Court that there is no
question of the appellants suffering any irreparable loss because
if such resolutions were not passed, the Trust would have faced
difficulties in smooth conduct of its business. It was further
observed by the Trial Court that by passing such resolutions the
steps are taken to ensure that the functioning of the Trust would
be run smoothly. Accordingly, the Trial Court dismissed the
Notice of Motion.
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
20] This order of the Trial Court is challenged in these two
Appeals. With the assistance of the learned counsel for the
appellants and respondents, this Court has gone through the
papers pertaining to the earlier litigation and various orders
passed therein. It is pertinent to note that at each and every
stage the litigation has reached upto the Supreme Court and the
cause of the litigation is the disputes interse between the
permanent Trustees. In this respect the Copy of Trust Deed
dated 5th July, 1978, is relied upon to show that as per the Trust
Deed, especially Clause 16 thereof, only 3 Trustees were
appointed as a Permanent Trustees for the Life Time. They were,
namely, the appellant No.1-Kishor Kirtilal Mehta, appellant No.2-
Charu Kishor Mehta and respondent No.2-Rekha Haresh Sheth.
As per clause 17 of the Trust, the permanent Trustees were to
have power to appoint new or additional Trustee for the period of
5 years. As in respect of the appointment of certain Trustees
who were appointed in due course of time, the disputes arose
between the parties, the Change Reports were submitted to the
Assistant Charity Commissioner and in the light of those Change
Reports the matter went up to the Apex Court.
21] As stated above, by order of the Apex Court dated
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21st May, 2014, the Interim Board of Trustees came to be
constituted, comprising of two undisputed permanent Life Time
Trustees namely appellant No.2 and respondent No.2 headed by
respondent No.1-Justice J.N.Patel, former Judge of High Court
Bombay. Interim Board continued to manage the affairs of the
Trust till 12th April, 2016, when the Apex Court was pleased to
pass order in Special Leave Petition No.3772 of 2014. The
perusal of the said order makes it clear that though the Change
Reports Nos. 1446, 403, 1467, 1564 and 1565 all of 2006 were
yet pending, despite the direction for their expeditious disposal,
as the status of the appellant No.1-Kishor Mehta was ascertained
by the Assistant Charity Commissioner as the Trustee, the Apex
Court thought it fit to disband the Interim Board as the function
thereof need not be continued any further, leaving it open for the
Trust and its Trustees to take care of its functions. The Apex
Court order is very clear and it is to the effect that "With that
view, we disband the Interim Board constituted by our order
dated 21st May, 2014, leaving it open for the Trust and its
Trustees to take care of its interest and operation." In further
paragraph, Apex Court has given directions relating to extension
of the appointment of the Consultant/Medical Officers/Doctors till
31st December, 2016.
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
22] It is pertinent to note that after the receipt of the
notice dated 28th April, 2016 of the meeting, the appellants
herein approached the Apex Court in the same Special Leave
Petition No.3772 of 2014 by preferring IA No.31 of 2016 and 32 of
2016. By IA No.31 of 2016 the appellants prayed, "to clarify
specifically that the Interim Board will become functus officio and
the charge be given to the 3 undisputed Trustees and the
claimant Trustees/ other alleged Trustees can join the Board of
Trustees, once adjudication of Change Reports was complete,
subject to the outcome of the appeals with other direction to
implement the order dated 12th April, 2016, by directing the 3
Trustees to conduct the day to day affairs of the Trust". A prayer
was also made to pass an interim order to restrain the Ex-
Chairman (Justice J.N.Patel) from holding a meeting pursuant to
the notice dated 28th April, 2016 and handing over of the charge
to the alleged Trustees persons claiming to be Trustees, namely
respondent No.2 to 10 therein.
23] The Apex Court while considering and deciding this IA
No.31 of 2016, on 6th May, 2016, reproduced its earlier order
dated 12th April, 2016, which was passed while disbanding the
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
Interim Board as follows;
"Inasmuch as the status of the petitioner has now
been ascertained by the Statutory Authority namely,
Assistant Charity Commissioner, we find that the
function of the Interim Board need not be continued
any further leaving it open for the Trust and its
Trustees to take care of its functions. With that view,
we disband the Interim Board constituted by our
order dated 21st May, 2014 , leaving it open for the
Trust and its Trustees to take care of its interests and
operation."
24] The Apex Court further observed that "Our order is in
so many words clear and categoric and there is no reason for
anyone to treat the disbandment to take place beyond 12 th April,
2016. Therefore, we do not feel it necessary to pass any further
clarification in these applications. However, whatever
subsequent events that had taken place can always be
challenged by the applicant or by anyone aggrieved by any such
events in the matter known to law before the proper forum".
With these observations the applications were accordingly
disposed of.
25] This order, as can be seen, was passed by the Apex
Court after the meeting dated 30 th April, 2016 had taken place.
Hence, it was left open to the appellants or anyone aggrieved by
the said meeting and resolutions passed therein, to take the
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
steps as may be known to the law before the proper forum. In
the light of this order, the present suit and the Notice of Motion
came to be filed, challenging the resolutions passed in the
meeting dated 30th April, 2016.
26] At this stage a reference can also be made to the
order passed by this Court on 8 th August, 2016 in Appeal from
Order (Stamp) No.20648 of 2016. In that appeal, the appellants
herein had challenged the order dated 29th June, 2016, passed by
the City Civil Court Dindoshi, Mumbai, by which the application
for ad-interim relief filed by the appellants restraining
respondents there, namely Mr.Ajaykumar Pande and others from
entering upon the Trust premises on the ground that their
services were illegally extended by resolution passed in the
meeting dated 30th April, 2016, was rejected. In that Notice of
Motion and Appeal also the similar argument was advanced to
the effect that the appellant Nos.1 and 2 and respondent No.2
herein were the only permanent Trustees. They alone are entitled
to take decisions as regards the services of defendant Nos.1 to 5
therein. Their services cannot be extended by the illegal
resolution passed in the meeting dated 30th April, 2016.
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
27] The Trial Court had rejected the said Notice of Motion
and while deciding the correctness of the said order, after
hearing learned counsel for the parties, this Court relying upon
the order passed by the Apex Court on 6th May, 2016 in IA No.31
of 2016 and 32 of 2016 and came to conclusion that the specific
grievance raised by the appellants relating to appellant Nos.1
and 2 and respondent No.2-Ms.Rekha Sheth herein alone
constitute the Board of Trustees and other persons who claim to
be the Board of Trustees and in respect of whom the Change
Reports are pending, being not accepted by the Apex Court, at
this stage there was no merit in the contentions raised by the
appellants. Hence, this Court thought it fit not to interfere in the
discretion exercised by the Trial Court in rejecting the Notice of
Motion and dismissed the said appeal.
28] It is in the backdrop of these facts and
circumstances, this Court is called upon once again to consider
the legality of the meeting dated 30 th April, 2016 and the
resolutions passed therein.
29] Now it is a matter of record that as per the notice
issued on 28th April, 2016, the meeting was convened on 30th
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April, 2016 and accordingly, the meeting took place. It may be
true that as per the order of the Apex Court the Interim Board
came to disbanded forthwith with effect from 12 th April, 2016.
However, the formality of handing over of formal charge to the
Board of Trustees being found necessary, by respondent No.1, he
called this meeting. The agenda of the meeting as stated in the
notice, was only to review the functioning of the Interim Board
and formal handing over of the Charge to the Board of Trustees.
The minutes of the meeting produced on record also reveal that
under the Chairmanship of respondent No.1-Justice J.N.Patel
(Retired) that was the only resolution passed in the said meeting
of taking review of the functioning of the Interim Board and
formal handing over of the Charge to the Board of Trustees.
30] The real grievance of the appellants is to the effect
that there was no such necessity of convening the meeting for
formal handing over of the charge, once by the order of the
Apex Court itself the Interim Board was disbanded. Secondly, it is
contended that in the said meeting the charge was handed over
to some of the Trustees only who were not in functioning as the
only Interim Board of Trustees was functioning and it was
disbanded by the order of the Apex Court. According to the
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
learned counsel for the appellants, the Interim Board of Trustees
was only of respondent No.1-Justice J.N. Patel (Retired) and two
other permanent Trustees. However, the notice of the meeting
and the minutes of the meeting show the presence of several
persons/trustees and those persons Trustees had taken the
decision relating to the affairs of the Trust. It is submitted that if
those Trustees were called for the meeting even though their
Change Reports were pending for adjudication before the
Assistant Charity Commissioner, the other Trustees who are the
appellants in the Second Appeal, were also required to be called
for the meeting, even if their Change Reports are also pending
before the Assistant Charity Commissioner. It is submitted that
they had not received the notice of meeting and hence, it was
totally wrong on the part of the Interim Board headed by
respondent No.1-Justice J.N.Patel (Retired) to call such a meeting
and to hand over the charge to some of those Trustees only and
those Trustees taking the decisions and passing the resolutions
relating to the affairs of the Trust.
31] On the face of it, is be true that there may appear
some substance in the grievance of the appellants to the effect
that once the Interim Board came to be disbanded and as per the
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specific order passed by the Apex Court on 6 th May, 2016, there
was no reason for anyone to treat the disbandment to take place
beyond 12th April, 2016. There was no reason for Respondent
No.1 to call any further meeting. Hence, in my considered
opinion, there was nothing wrong in respondent No.1 considering
that some formal handing over of the charge was necessary by
the Interim Board. It appears, with that object and view only,
this meeting dated 30th April, 2016 was convened. Except for the
passing of the resolution relating to the review of functioning of
the Interim Board and formal handing over of the charge, no
other resolution seems to have been passed in the meeting
under the Chairmanship of respondent No.1-Justice J.N.Patel
(Retired). As regards the resolution relating to extension of the
services of Consultant/Medical Officers/Doctors, as stated above,
as per order of the Apex Court dated 12 th April, 2016, their
services were extended upto 31st December, 2016, it was done
by passing a formal resolution to that effect.
32] As to whom Interim Board should have handed over
the charge of the affairs of the Trust, as stated above, the
appellants had, by preferring IA No.32 of 2016 and 31 of 2016 in
Special Leave Petition No.3772 of 2014 specifically sought the
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
relief that in view of the order of the Apex Court dated 12 th April,
2016, Interim Board has become functus officio. Hence, the
charge be given to 3 undisputed Trustees and other claimed
Trustees or alleged Trustees can join the Board of Trustees once
adjudication of their Change Report was completed. This prayer
was not specifically adhered to, in the sense that the application
to the effect came to be disposed of, may be because already
the meeting was held on 30th April, 2016 and the liberty was
given to the appellants to challenge the subsequent events that
had taken place in the manner known to the law, before the
proper forum. However, the fact remains that no interim relief as
such was granted to the appellants by the Apex Court either to
restrain the Ex-Chairman from holding the meeting dated 30 th
April, 2016, nor restraining him from handing over the charge to
the persons to whom he was handing over the charge.
33] In such a situation, now the question raised for
consideration is whether there is any reason to stay the
resolution passed in the said meeting of handing over the charge
to the remaining Trustees by the Interim Board. Needless to state
that as the handing over of the charge was in pursuance of the
order passed by the Supreme Court, of disbanding the Interim
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Board of Trustees, to stay to that resolution cannot be granted. It
need not be stated that constitution of the Interim Board of
Trustees under the Chairmanship of respondent No.1 was merely
an interim arrangement, as the word "Interim Board" itself
suggests. This Interim Board must have taken the charge from
the then Board of Trustees. On disbandment, the Interim Board
was required to hand over the formal charge to the earlier Board
of Trustees. Operation of such resolution therefore cannot be
stayed.
34] As to the legality of the further resolutions which
came to be passed by the existing Board of Trustees and which
are forming part of the minutes from page No.774 of the Paper-
book. Those resolutions pertain to the extension of the
appointment of the various personnel/consultants of the
Trust/Hospital made by the Interim Board of Trustees, which I
have already said were extended by the Apex Court, itself till 31 st
December, 2016. Hence, the operation of such resolution also
cannot be stayed.
35] The next resolution pertains to continuation of
signatories authorized by the said Interim Board to operate the
various Bank Accounts of the Trust/Hospital. Now this resolution
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was undisputably necessary for the smooth functioning of the
Trust. One cannot say that on disbanding of Interim Board of
Trustees, the affairs of the Trust/Hospital should immediately
come to a stand still. Some interim arrangements were required
to be made till new appointment of Trustees was made by the 3
permanent Trustees. The affairs of the Trust, which is also a well
known Hospital in the city, needs to be run smoothly and that is
why it was specifically stated in resolution No.4 that all Bank
Accounts and Fixed Deposits of the Trust shall be operated by the
Signatories who have been authorized in that behalf by the
Interim Board of Trustees till further orders or till the directions of
the Trust Board. It can not be said that passing of such a
resolution is in any manner affecting the interest of the
appellants.
36] Appellants are still at liberty to convene the fresh
meeting and to take the appropriate decision with the consent of
the often Trustees. It is pertinent to note that the notice of this
meeting was also issued to the appellants, however the
appellants chose not to remain present for the meeting. If, they
had any grievance relating to passing of these resolutions which
were only a consequential steps, in view of the formal handing
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
over of the charge by the Interim Board of Trustees, they should
have remained present for this meeting, so that they could have
raised objection to these resolutions.
37] Even otherwise also these resolutions being merely in
the nature of interim of management. It cannot be said that the
operation of these resolutions, if not stayed, will cause any
irreparable loss or hardship to the appellants. The operation of
these resolutions, on the contrary, if stayed, then it will come
into the way of smooth functioning of the affairs of the Trust and
the hospital. Therefore, looked at it from any angle, it cannot be
said that the Trial Court has committed, any, much less grave
error, in dismissing the Notice of Motion, thereby rejecting the
interim relief to the appellants.
38] It is also pertinent to note that the relief which was
claimed by the appellants was only to the extent of staying the
resolutions passed in the said meeting by the Interim Board of
Trustees. The only resolution passed by the Interim Board is of
handing over of the charge and therefore, there is no question of
staying the effect of that resolution when the Interim Board of
Trustees is already disbanded by the Apex Court. As regards the
remaining resolutions which pertain to ensuring the smooth
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
functioning of the Trust, the appellants cannot raise much
grievance having regard to the nature of those resolutions, so as
to stay the operation of those resolutions as it will have the effect
of obstructing the smooth functioning of the Trust.
39] As a result of the above said discussion, I do not find
that any ground is made out to interfere in the exercise of the
discretion of the Trial Court. The Appeal from Order (Stamp)
No.24200 of 2016, therefore, holds no merit, hence stands
dismissed.
40] As regards the Appeal from Order No.24204 of 2016,
preferred by the other Trustees, whose Change Reports are yet
pending before the Assistant Charity Commissioner, they were
not parties to the suit or to the Notice of Motion. Even if
accepting that they are also aggrieved by the impugned order
and hence can prefer the appeal, they have never challenged or
taken part in the affairs of the Trust and in such a situation
merely because they were not having the notice of meeting, as
the resolutions passed in the said meeting are not in any way
affecting their interest but are for smooth functioning of the Trust
OSK J-903-aost-24200-2016 & 904-aost-24204-2016.odt
of which they claimed to be the Trustees, their appeal also does
not hold merit and hence, stands dismissed.
41] Both the appeals being dismissed, the Civil
Applications no more survive and hence, disposed off.
(DR.SHALINI PHANSALKAR-JOSHI, J.)
