Tata Sons Private Limited vs Sunil Shantisarup Gupta And Ors
2023 Latest Caselaw 8516 Bom

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 AGK
       IN THE HIGH COURT OF JUDICATURE AT BOMBAY
               CIVIL APPELLATE JURISDICTION

         CIVIL REVISION APPLICATION NO.457 OF 2023


 Tata Sons Private Limited                     ... Applicant
            V/s.
 Sunil Shantisarup Gupta & Ors.                ... Respondents


 Mr. Darius Khambata, Senior Advocate with Mr. Zal
 Andhyarujina, Mr. Aditya Mehta, Mr. Lalan Gupta, Mr.
 Aditya Malhotra, Mre. Anuj Loya and Mr Prakhar
 Mahipal i/by Shardul Amarchand Mangaldas & Co. for
 the applicant.
 Mr. Mathew J. Nedumpara with Ms. Hemali Kurne and
 Mr. B.S. Munday i/by Nedumpara & Nedumpara for
 the respondent Nos.1 and 2/original Plaintiffs.
 Mr Tushar Hathiramani with Ms Neha D. Dhuru i/by
 Mulla & Mulla and Craigie Blunt & Caroe for
 respondents Nos.16, 19, 21, 22, 23, 24, 26, 27 and 28.



                               CORAM : AMIT BORKAR, J.

                               DATED    : AUGUST 21, 2023
 P.C.:

1. Arguable questions are raised. Hence, Rule.

2. Prima facie, the plaint does not contain an averment that the plaintiffs are shareholders of either Tata Sons Limited (Public Limited Company) or Tata Sons Private Limited (Private Limited Company). During arguments, the learned Advocate for the plaintiffs states that they are not shareholders but beneficial

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owners of the Trust.

3. In paragraph 12 of the suit, the plaintiffs have averred that Tata Empire is not directly under the control of the public Trust and the Charity Commissioner has no jurisdiction over Tata Sons. It is undisputed that the provisions of the Companies Act 2013 regulate the companies which are the subject matter of the suit. It is also undisputed that the resolution dated 21 September 2017 was the subject matter of challenge before National Company Law Tribunal. National Company Law Tribunal has negatived the challenge at the instance of the shareholder. According to the applicant, the order dated 9 July 2018 has attained finality; however, that fact is not stated in the plaint. Though it is not stated in the plaint that the order has attained finality, there is no dispute among parties to the said litigation that the order has been confirmed by the Apex Court by judgment reported in (2021) 9 SCC 449 in an appeal against it. However, according to the plaintiffs, since the plaintiffs were not parties to the said proceedings, the provision of res judicata is not applicable.

4. In so far as prayer clause (a) of the prayers in the suit is concerned, prima facie, in the absence of averments that the plaintiffs are shareholders, plaintiffs have no legally enforceable right against the private limited company or earlier public limited company. Therefore prima facie, the suit at the instance of the plaintiffs is not maintainable.

5. Regarding the order dated 9 July 2018 in clause (b) of the prayer, the aggrieved shareholder approached the Supreme Court.

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It is undisputed that by the judgment reported in (2021) 9 SCC 449, the order of the National Company Law Tribunal is confirmed by the Supreme Court. Paragraph 26 of the plaint states that in an appeal challenging order dated 9 July 2018, the plaintiffs had filed an intervention application which came to be rejected.

6. Prayer clause (b) is wide enough to cover prayer clauses (c) and (d) of the prayer clause of the suit.

7. In so far as prayer clause (e) is concerned, it is undisputed that the relief sought in prayer clauses (a), (b), (c) and (d) are in relation to either a public limited company or a private limited company. It is undisputed that neither Tata Sons Private Limited nor Tata Sons Public Limited are registered under the provisions of the Maharashtra Public Trust Act, 1950. There is no averment in the plaint that Tata Sons Public Limited or Tata Sons Private Limited are registered under the provisions of the Maharashtra Public Trust Act, 1950.

8. Prayer clause (f) is in relation to the direction to the Government of Maharashtra to consider the feasibility of bringing appropriate legislation in relation to defendant No.1. Prima facie, the plaintiffs have no enforceable right to claim such right since such right is neither conferred under the provisions of any Statute or the provisions of the Constitution of India.

9. Prayer clause (g) is not on the merits of the suit in the context of maintainability of the suit.

10. Prayer clause (h) is in relation to the relief of injunction restraining defendant No.1 and its directors from taking decisions.

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Since the plaintiffs have not stated in the plaint that they are shareholders of the company, there is no enforceable right available to the plaintiffs to claim such relief.

11. According to the learned advocate for the plaintiffs, the suit is based on allegations of fraud and, therefore, only Civil Court has jurisdiction to entertain the reliefs claimed by the plaintiffs. On prima facie reading of the plaint, the averments made can be, at the most, termed as allegations of mismanagement but not allegations of fraud. However, in the absence of any legally enforceable right of the plaintiffs to claim such relief, the applicant has made out a prima facie case.

12. On an overall consideration of the plaint, I find that a prima facie case under Order 7 Rule 11(a) of the Code of Civil Procedure, 1908 is made out. The applicant is, therefore, entitled to the relief restraining the Court from proceeding with the suit. Hence, the following order:

13. As and by way of interim relief, during the pendency of the present Civil Revision Application, all further proceedings of S.C. Suit No.1886 of 2019 pending before the Bombay City Civil Court at Bombay shall remain stayed.

(AMIT BORKAR, J.)