[Cites 7, Cited by 0]

Gauhati High Court

Page No.# 1/19 vs B And A Limited on 28 January, 2026

                                                                        Page No.# 1/19

GAHC010269532025




                                                                   2026:GAU-AS:953

                              THE GAUHATI HIGH COURT
   (HIGH COURT OF ASSAM, NAGALAND, MIZORAM AND ARUNACHAL PRADESH)

                                Case No. : I.A.(Civil)/3983/2025

            SOMNATH CHATTERJEE
            SON OF LATE TARINI CHARAN CHATTERJEE, RESIDENT OF GC-77, SALT
            LAKE, SECTOR-III, KOLKATA - 700096, WEST BENGAL



            VERSUS

            B AND A LIMITED
            AN EXISTING COMPANY WITHIN THE MEANING OF THE COMPANIES ACT,
            1956 AND HAVING ITS REGISTERED OFFICE AT INDU BHAVAN, MAHATMA
            GANDHI ROAD, JORHAT - 785001, ASSAM AND PRESENTLY AT VILL.
            GARIAHABI, CHARINGIA, MOUZA KHANGIA, DIST. JORHAT, ASSAM -
            785006

            2:SHARMILA VIJAY SHETTY
             RESIDING AT B-32
            TURF VIEW
             SETH MOTILAL SINGHI MARG
             MUMBAI-400018.

            3:HDFC BANK LTD.
             CARRING ON BUISNESS
             INTER ALIA FROM 11
             U.N. BRAHMACHAL STREET
             KOLKATA-700017
            WEST BENGA

Advocate for the Petitioner   : MR. W SHARMA, S SENGUPTA,MR P GOGOI,MR. A K
SAHEWALLA

Advocate for the Respondent : MR. P BORAH, MR. P SARMAH (R-3),R BASUMATARY (R-
3),MR. S HAZARIKA,MR B KAUSHIK,K BHARALI
                                                                  Page No.# 2/19

                                        In
                               FAOCase No. 62/2025
                                       With
                               FAO Case No. 62/2025
                               CAVT. NO. 09732/025,



                               BEFORE
             HONOURABLE MR. JUSTICE MRIDUL KUMAR KALITA

                                 ORDER

28.01.2026

[1] Heard Mr. R. Banerjee, the learned Senior Counsel, assisted by Mr. D. Sharma, the learned counsel for the applicant/appellant. Also heard Mr. K. N. Choudhury, the learned Senior Counsel, assisted by Mr. K. Jain, the learned counsel for respondent No. 1. Also heard Mr. D. Mozumder, the learned Senior Counsel, assisted by Mr. S. Hazarika, the learned Counsel for respondent No. 2 as well as Mr. R. Chakraborty, the learned counsel, appearing for respondent No. 3.

[2] This interlocutory application has been filed by the applicant/appellant, Mr. Somnath Chatterjee, under Section 151 of the Code of Civil Procedure, 1908 praying for a direction to respondent No. 3 for reversion of illegal transfer of 861918 numbers of equity shares from the joint account of deceased Shri Hemendra Prasad Barooah and the respondent No. 2 Sharmila Vijay Shetty to the account of respondent No. 2 in violation of the order dated 24.09.2025, passed by this Court in I.A.(Civil) No. 3216 of 2025 arising out of FAO No. 62/2025.

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[3] The facts relevant for consideration of the instant interlocutory application, in brief, are that the present applicant claims to be the executor of the estate of Late Hemendra Prasad Barooah, who left behind his last registered Will dated September

17th, 2012. As per Clause 2.1 of the aforesaid Will, the 861918 numbers of equity shares of the respondent No. 1 company, namely, B & A Limited, which was held by the deceased Hemendra Prasad Barooah, as the first name holder along with the respondent No. 2 as the second name holder, have been bequeathed to a family trust known as Hemen Barooah Benevolent & Family Trust (HBBFT).

[4] The present applicant, who is the executor of the aforesaid Will, also filed a probate application before the Calcutta High Court for grant of probate in respect of the last Will of the deceased Hemendra Prasad Barooah. The said probate application is presently pending before the Calcutta High Court and has been registered as Title Suit No. 27/2016.

[5] The respondent No. 2, who is the daughter of Late Hemendra Prasad Barooah, is opposing the grant of probate before the Calcutta High Court in the aforesaid Title Suit.

[6] Before his death, on July 31st 2013, the deceased Hemendra Prasad Barooah had filed a title suit before the Court of the learned Civil Judge, Jorhat, praying for declaration that he is the sole and absolute owner of 861918 numbers of equity shares of the Page No.# 4/19

respondent No. 1 company, which was lying in the demat account bearing DPID IN 301151 and client ID 26424547 in the names of deceased Hemendra Prasad Barooah and the respondent No. 2. Apart from the relief of declaration, the decree for mandatory and perpetual injunction has also been sought for in the aforesaid title suit.

[7] It is contended by the applicant that Late Hemendra Prasad Barooah was the absolute owner of 816918 numbers of equity shares of B & A Limited, which were initially owned by said Hemendra Prasad Barooah in his own name. However, thereafter, for the sake of operational convenience, the said shares were allowed to be held in the joint account of the deceased Hemendra Prasad Barooah and his daughter, i.e., the respondent No. 2. However, it is further contended that no beneficial interests were intended to be transferred to Respondent No. 2 at any point of time and the entire dividends which were declared by the respondent No. 1 company in the year 2009, 2010 and 2011 were paid, through a receipt only by the original plaintiff, Late Hemendra Prasad Barooah.

[8] In the aforesaid suit, the plaintiff also filed an application under Order 39 Rules 1 and 2, read with Section 151 of the Code of Civil Procedure, 1908, seeking temporary injunction against the opposite parties from transferring in any manner 861918 numbers of equity shares of B & A Company lying with the respondent No. 3. The said application was registered as Misc(J) Case No. 27/2012.

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[9] In the aforesaid Misc. Case, initially by order dated 13.08.2012, the trial court directed both the parties to maintain status quo in respect of the subject-matter of the suit. However, by order dated 15.09.2025, the trial court dismissed the injunction application and vacated the order of status quo which was granted earlier.

[10] Being aggrieved by the order of rejection of the temporary injunction passed by the trial court on 15.09.2025, in Misc(J) Case No. 27/2012, the applicant have preferred the connected first appeal against order, i.e., FAO No.62/2025.

[11] In the aforesaid FAO, the applicant has also filed an interlocutory application under Order 39 Rules 1 and 2, read with Section 151 of the Code of Civil Procedure, 1908 which has been registered as Interlocutory Application No.3216/2024. In the aforesaid interlocutory application, by its order dated 24.09.2025, this court directed the respondent No. 2 not to transfer 816918 numbers of equity shares of B & A Limited lying with the opposite party No. 3 till the next returnable date. The restraint order was extended by this court on the next date i.e. 19.11.2025 till the next date and the same is still in force.

[12] It is also contended by the applicant that a copy of the restraint order dated 24.09.2025 was served and delivered upon respondent No. 3 (HDFC Bank Limited) on 28.10.2025. However, despite the receipt of the aforesaid order, it is alleged that the Page No.# 6/19

respondent No. 3 in collusion with respondent No. 2 have transferred the entire chunk of 861918 numbers of equity shares from DPID IN 301151 to DPID IN 30476, which is in the exclusive name of respondent No. 2.

[13] The applicant has also filed another application under Order 39 Rule 2A of the Code of Civil Procedure, 1908 against the respondent Nos. 2 and 3 for violation and disobedience of Order dated 24.09.2025, passed by this court in I.A.(Civil) No. 3216/2015. The said interlocutory application has been registered as I.A.(Civil) No. 3982/2025. Whereas, the instant interlocutory application has been filed by the applicant for reversal of the aforesaid equity shares to its original account No.i.e., DPID IN 301151 from where it has been transferred to DPID No. 300476 in violation of this court's order.

[14] Mr. R. Banerjee, the learned Senior Counsel appearing for the applicant/appellant has submitted that this court in its order dated 24.09.2025, passed in I.A. (Civil) No.3216/2025 had directed the respondent No. 2 not to transfer 861918 numbers of equity shares of B & A Limited company (respondent No. 1) lying with the opposite party No. 3, (i.e. HDFC Bank Limited). He submits that the shares were earlier lying in the DPID IN 301151 which was in the name of deceased Hemendra Prasad Barooah as the first holder name and the respondent No. 2 as second holder name. However, in spite of the restraint order by this court, the respondent No. 2 on Page No.# 7/19

07.11.2025, applied for transmission of the said shares from DPID IN 301151 to DPID IN 300476 by suppressing the order dated 24.09.2025, passed by this court in I.A. (Civil) No. 3216/2025.

[15] He submits that though the respondent No. 2 communicated to the bank regarding order dated 15.09.2025, passed by the trial court in Misc(J) Case No. 27/2012, however, she deliberately suppressed the order dated 24.09.2025 which is apparent from the affidavit filed by the respondent No. 3/bank in the probate proceeding before the Calcutta High Court.

[16] The learned Senior Counsel appearing for the applicant/appellant has submitted that the respondent Nos. 2 and 3 have committed wilful and deliberate disobedience of the order dated 24.09.2025, passed in I.A. (Civil) No. 3216/2025, hence, the applicant has also filed an application before this court under Order 39 Rule 2A of the Code of Civil Procedure, 1908 which has been registered as I.A.(Civil) No. 3982/2025.

[17] The learned Senior Counsel for the applicant/appellant, by referring to the affidavit-in-opposition filed by the present respondent Nos. 3 as defendant No. 2 in Title Suit No. 27/2016(probate proceeding) before the Calcutta High Court, has submitted that the present respondent No. 3 in the aforesaid affidavit has stated on oath that the present respondent No. 2 by taking undue advantage with knowledge of the subsisting ad interim restraint order dated 24.09.2025 passed by this court has Page No.# 8/19

deliberately and with malafide intention initiated a request for transmission of the aforesaid shares. He further submits that in the aforesaid affidavit the respondent No. 3 bank took the plea that the respondent No. 2 by suppression of material facts committed fraud upon the bank deliberately circumvented the binding effect of a subsisting judicial order.

[18] He submits that the respondent No. 2 should not be allowed to enjoy or retain the fruits of her contempt during the pendency of I.A.(Civil) No. 3982/2025. He submits that when the act of violation of an order of injunction has become apparent from record, it is the duty of the court as a matter of policy to set the wrong right and not allow the perpetuation of the wrong doing. In support of his submissions, the learned senior counsel for the applicant has cited rulings of the apex court in case of "DDA vs Skipper Construction co.(P) Ltd" reported in (1996) 4 SCC 622.

[19] He submits that under such circumstances the parties are required to put back in same position where they stood immediately before the alleged breach of court's order and pray for reverting the 861918 numbers of equity shares of B & A Limited to DPID IN 301151 from DPID IN 30476.

[20] He submits that in the suit filed before the trial court at Jorhat, the deceased Hemendra Prasad Barooah had amongst other relief, prayed for relief of perpetual injunction restraining the defendant from transferring the shares from the existing accounts Page No.# 9/19

maintained by defendant No. 3 to any demat account except the demat account standing in the sole name of the plaintiff of the suit.

[21] He submits that an order, passed by a competent court has to be obeyed without any reservation and if such an order is disobeyed or not complied with, the court may even refuse the party violating such order to hear on merit.

[22] He further submits that since the request made by the respondent No. 2 on 07.11.2025, at the Sandoz house branch of respondent No. 3 by suppressing the order dated 24.09.2025 passed by this court, the transfer of 861918 numbers of equity shares from DPID IN 301151 to DPID IN 30476 is illegal and same is required to be reverted to its original account for the ends of justice.

[23] On the other hand, Mr. K.N. Choudhury, the learned Senior Counsel appearing for the respondent No. 1, i.e. B & A Limited has submitted that since the respondent Nos. 2 and 3 have committed apparent breach of order dated 24.09.2025, this court may even refuse to hear them on merit of the case as the disobedience of its order are intentional and they have deliberately flaunted the orders of this court in spite of a categorical restrain on transfer of the same. In support of his submissions, the learned counsel for the respondent No. 1 has cited following rulings of the Apex Court"-

(i) "Prestige Lights Limited Vs. State Bank of India "reported in "(2007)8 SCC 449;" and Page No.# 10/19

(ii) "Shakti Yezdani & Anr. Vs. Jayanand Jayant Salgaonkar & Ors." reported in"(2024) 4 SCC 642."

[24] On the other hand, Mr. D. Mozumdar, the learned Senior Counsel, for respondent No. 2 has submitted that there has been no violation of order dated 24.09.2025, passed in I.A. (Civil) No. 3216/2025, by the respondent No. 2.

[25] He submits that in the said order, it was the respondent No. 2 who was restrained from transferring the 861918 numbers of equity shares of B & A Limited Company which were lying with the respondent No.3. He further submits that the said shares have not been transferred by the respondent No. 2 to any third party. It has remained in the name of respondent No. 2 only.

[26] He further submits that no transfer was made by respondent No. 2 to anyone and he submits that the respondent No. 2 is also ready to give an undertaking that aforesaid shares shall not be transferred by her to any stranger.

[27] He submits that on death of Hemendra Prasad Barooah, by operation of NSDL bye-laws and Rules the transmission of securities takes place in favour of the surviving account holder. He submits that the respondent was the joint account holder along with deceased Hemendra Prasad Barooah, who was her father.

[28] He further submits that on the death of the joint account Page No.# 11/19

holder by operation of bye-laws No. 9.10.1 of the bye-laws of the National Securities Depository Limited (NSDL), 1996, the transmission of security in the event of death of a joint account holder takes place in favour of surviving account holder.

[29] He further submits that the transfers and transmission of shares are two separate concepts and same is dealt with by Section 56 of the Companies Act. He submits that Section 56(1) deals with the procedure of transfer of shares by one share holder to another person, whereas, Section 56(2) of the said Act deals with the concept of transmission of shares which occurs due to happening of certain contingencies by operation of law.

[30] He submits that since the status-quo order granted by the trial court in Misc(J) Case No. 27/2012 was vacated by the trial court on 15.09.2025, there was no restriction on the transmission of shares by operation of law from that of joint account of the deceased and the respondent No. 2 to the demat account held by the respondent No. 2 individually.

[31] He submits that the prayer for transmission of the aforesaid shares to the account of the respondent No. 2 was made by the respondent No. 2 way back on 26.10.2013. However, only because of the order of status-quo granted by the trial court, the same could not be transmitted. He further submits that as soon as the status- quo order was vacated, there remains no restriction in the transmission of the aforementioned equity shares to the account Page No.# 12/19

held by respondent No. 2 individually. More so, when the order dated 24.09.2025 does not put any embargo in the said transmission as it only restricts the petitioner No. 2 to transfer the shares to a third party which the respondent No. 2 has already undertaken not to do so.

[32] He further submits that Title Suit No. 41/2012 was filed by Late Hemendra Prasad Barooah, mainly on the apprehension that after the death of Hemendra Prasad Barooah, the shares would get transmitted to the surviving share holder, i.e., the respondent No. 2 by operation of NSDL Rules and bye-laws and in such an event the present respondent No. 2 may dispose of the same to some other persons, and hence, a relief of permanent injunction from restraining the present respondent No. 2 from transferring the aforesaid equity shares in any manner was prayed for in the aforesaid suit.

[33] He further submits that the respondent No. 2 has not yet filed any written objection in I.A.(Civil) No. 3982/2025 filed by the petitioner and has sought leave of this court for allowing him to do so. Hence, at this stage, since there has been no violation of the order dated 24.09.2025, passed in I.A.(Civil) No. 3216/2025 by the respondent No. 2, the instant interlocutory application filed by the applicant under Section 151 of the Code of Civil Procedure, 1908 may be dismissed .

[34] Mr. R. Chakraborty, the learned counsel for the respondent No. Page No.# 13/19

2, has objected to the instant interlocutory application filed by the applicant on the ground that the injunction order dated 24.09.2025, passed in I.A.(Civil) No. 3216/2025 is liable to be vacated as the petitioner after getting the said injunction order had not taken steps for issuance of notice on the respondent within the time prescribed under Order 39 Rule 3 proviso (b) of the Code of Civil Procedure, 1908. He submits that in the instant case, there was a delay of three days in taking steps for issuance of notice, hence, the order of injunction is liable to be vacated automatically and therefore, the instant interlocutory application under Section 151 of the Code of Civil Procedure, 1908 is liable to be dismissed. In support of his submissions, he has cited a ruling of the Apex Court in the case of "Time City Infrastructure And Housing Limited Lucknow Vs. The State of U.P.& Ors." reported in "2025 Live Law (SC)791."

[35] He submits that the respondent No. 3 has also filed an interlocutory application under Order 39 Rule 4 of the Code of Civil Procedure, 1908 for vacating the interim order dated 24.09.2025 passed in I.A. (Civil) No. 3216/2025. In the said interlocutory application, it has been contended by the respondent No. 3 that the respondent No. 2, on 07.11.2025, had made a request for transmission of aforesaid equity shares held jointly in DPID IN 301151 to her individual demat account No. 300476 on the ground that the earlier order of status-quo passed by the trial court has been vacated on 15.09.2025.

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[36] He submits that the order dated 24.09.2025, passed in I.A. (Civil) No. 3216/2025 was not in the knowledge of the Sandoz house branch of the respondent No. 3, however, he submits that immediately after coming to know about the aforesaid order dated 24.09.2025, the respondent No. 3 has put a hold (kept under freeze) on the transferred shares, i.e. 861918 numbers of equity shares of B & A Limited Company which are presently held by the respondent No.3. He further submits that respondent No. 3 is ready and bound to abide by any directions issued by this court in this regard.

[37] I have considered the submissions made by the learned counsel for all the parties. I have also gone through the materials available on record as well as the rulings cited by the learned counsel for all the parties in support of their respective submissions.

[38] On perusal of the materials available on record, it is clear that in respect of 861918 numbers of equity shares of respondent No. 1 company, presently, there are two title suits pending in two different courts. The first one is pending in the court of the learned Civil Judge, Jorhat, i.e. Title Suit No. 41 of 2012, wherein the reliefs of declaration that the plaintiff (deceased Late Hemendra Prasad Barooah), is the sole and absolute owner of 861918 numbers of equity shares, lying in the demat account bearing DPID IN 301151, in the names of Late Hemendra Prasad Barooah and defendant No. 2, maintained by respondent No. 3, has been claimed amongst other reliefs. The second suit, i.e., the Testamentary Suit No. 27/2016, Page No.# 15/19

which is pending before the High Court of Calcutta, has been filed by the present applicant, seeking grant of probate in respect of the last Will of Late Hemendra Prasad Barooah, whereby, he has bequeathed the above-mentioned equity shares to the Hemen Barooah Benevolent & Family Trust (HBBFT).

[39] It also appears that though the respondent No. 2, after the death of Late Hemendra Prasad Barooah, had filed an application for transmission of the above-mentioned equity shares in the demat account exclusively held by her way back on 26.10.2013, however, due to the status quo order granted by the trial court, in Misc.(J) Case No. 27/2012, in the aforesaid title suit, the respondent No.3 did not transmit the said shares to the demat account of the respondent No. 2. It also appears that though by the order dated 15.09.2025, passed by the trial court in Misc(J) Case No. 27/2012, the temporary injunction application of the applicant was dismissed and the status quo order was vacated. However, when the said order was impugned by the applicant in the connected FAO, this court, by its order dated 24.09.2025 passed in the I.A.(Civil)No. 3216/ 2020, directed the respondent No. 2 not to transfer 816918 numbers of equity shares of B & A Limited Company lying with the respondent No. 3.

[40] It appears that on the day when the restraint order was passed, the aforesaid equity shares were lying with respondent No. 3 bank in the demat account bearing DPID IN 301151, client ID No. Page No.# 16/19

26424547, held in the joint name of Late Hemendra Prasad Barooah and the respondent No. 2, Sharmila Vijay Shetty.

[41] It also appears from the submissions made by the learned counsel for respondent No. 3, as well as the averments made in the interlocutory application No. 4154/2025 filed by the respondent No. 3 bank that the request for transmission of the aforementioned equity shares from DPID IN 301151 to DPID IN 300476 was made by the respondent No. 2 to the Sandoz House branch of respondent No. 3 at Mumbai on 07.11.2025. While making the said request, though the Bank was informed regarding the order dated 15.09.2025, passed in Misc(J) Case No. 27/2012, however, no intimation was given to the bank by the respondent No. 2 regarding the ad interim order dated 24.09.2025 passed by this court in I.A. (Civil)No. 3216/2025, which prima facie appears to be an act of suppression of material facts.

[42] It also appears that though the bank had initiated the transmission of aforesaid shares on the basis of requests made by respondent No. 2, however, later on, after coming to know about the order dated 24.09.2025, it put on hold the transmission of the aforesaid shares.

[43] The Black's Law Dictionary defines the word "transfer" as "any mode of disposing of or parting with an asset or an interest in an asset, including a gift, the payment of money, release, lease or creation of any other encumbrance. It also says that the term Page No.# 17/19

embraces every method direct or indirect, absolute or conditional, voluntary or involuntary of disposing or parting with property or any interest in property including retention of title as security interest and foreclosure of the debtor's equity of redemption".

[44] If the said meaning of the word 'transfer' as defined in Black's Law Dictionary is taken into consideration, the act of even transmission of 861918 numbers of B & A shares from DPID IN 301151 to DPID IN 300476, would amount to a transfer in the violation of the restraint order dated 24.09.2025.

[45] Since the applicant has also filed another interlocutory application, i.e. I.A.(Civil) No. 3982/2025, under Order 39 Rule 2A of the Code of Civil Procedure, 1908, the plea of the respondent No. 2 that as per the bye-laws and rules of NSDL the phrase "transmission of security" and "transfer of security "carries different meanings may be examined in the said interlocutory application. However, as apparently it appears that the respondent No. 2 in her request made on 07.11.2025 to the respondent No. 3 had suppressed the order dated 24.09.2025, this court is of considered opinion that even the process of transmission of the aforesaid shares from DPID IN 301151 to DPID IN 300476, would amount to a "transfer" in violation of the restraint order dated 24.09.2025, passed by this court in I.A.(Civil) No. 3216/2025.

[46] The plea of the learned counsel for respondent No. 3 regarding violation of the mandate for taking steps for issuance of Page No.# 18/19

notice on the respondent within the time prescribed under Order 39 Rule 3 proviso (b) of the Code of Civil Procedure, 1908, may also be considered while considering the I.A.(Civil) No. 3982/2025, under Order 39 Rule 2A of the Code of Civil Procedure, 1908.

[47] Under the circumstances discussed in the foregoing paragraphs, this court is of considered opinion that until the I.A. (Civil) No. 3982/2025, under Order 39 Rule 2A of the Code of Civil Procedure, 1908 is decided, this court is bound to set the wrong right which is apparent from records.

[48] Accordingly, the respondent No. 3 bank is hereby directed to revert the 861918 numbers of equity shares of B & A Limited Company from the demat account of respondent No. 2 bearing DPID IN 300476, client No. 40436310 to the demat account of that Late Hemendra Prasad Barooah and Sharmila Vijay Shetty bearing DPID IN 301151 and client ID number 26424547 immediately.

[49] With the above directions, this interlocutory application is accordingly disposed of.

JUDGE Page No.# 19/19

Comparing Assistant