Parmanand Patel (D) Th. Lrs. & Anr vs Sudha A.Chowgule & Ors

2. Parmanand Patel, since deceased, was a very wealthy person. He floated several companies including the 5th respondent Company herein 2 known as M/s. Tulsidas V. Patel Pvt. Ltd. Appellant Indu P. Patel is his widow. He also left behind his daughters, viz., Sudha A. Chowgule and Jaya P. Patel, respondent nos.1 and 2 respectively. The company has its assets consisting of shares in different companies as also immovable properties. It owns two multi-storeyed buildings known as "Kanchanjunga" and "D-Tower Building" situated at Peddar Road, Mumbai. It also owns a bungalow known as "Bella Vista" situated at the same road.

According to the plaintiffs (appellants herein), the approximate value of the assets held by the company would be about Rs.367 crores. However, according to the 1st defendant (respondent no.1 herein), the value of the properties owned by the company and its subsidiaries would be about Rs.1120 crores.

Indisputably, Parmanand Patel had been suffering from various diseases including some neurological ones. For his treatment, he used to 3 frequently visit United States of America accompanied by his wife and daughter Sudha.

5. Yet again, a Board meeting of the Company was called on 25th January 2005 which was attended only by Sudha and Parmanand Patel. Appointment of Shiraj Salelkar, an Advocate being an Assistant to Mr. R.A. Shah and Ms. Usha Moraes as Directors in the Board of the company was informed to the Board and a resolution was adopted appointing them as Additional Director of the company. Yet again, a meeting of the Board was held on 06th March 2005 wherein Sudha and Parmanand Patel were present. In the said meeting, resignation of Ms. Usha Moraes was accepted and in 6 his place Arjun A. Chowgule, son of Sudha, was appointed as Additional Director of the company. A resolution was also adopted with regard to the operation of the bank account in terms whereof Sudha was permitted to operate the bank account singly and others were permitted to operate only with her. Another purported meeting was held on 21st April 2005 wherein Sudha, Parmanand Patel and Arjun Chowgule were present. In the said meeting, on the alleged ground that Jaya Patel remained absent from the Board meetings which had taken place for a period of 3 months from January 2005 to March 2005, applying the provisions of Section 283(1)(g) of the Companies Act, it was resolved that she would be deemed to have vacated the office of Director of the company with immediate effect.

iii. Brother of Indu Patel, viz., Dr. Hemant Patel, a practising surgeon at Mombasa visited the family and only to him late Parmanand Patel expressed his intention to divide the assets/shareholding of the company equally between his two daughters during his lifetime and to divide his other assets after his death and for the said purpose he wanted such separation to be done during his lifetime and in a tax efficient manner. It was pursuant to the said desire, the aforementioned documents were prepared. The factual scenario would furthermore be apparent from a letter written to Indu Patel by her brother on 29th January 2005.

The costs and charges of the Receiver and the Chartered Accountant will be borne from the Company's account from time to time."

20. We, therefore, having taken into consideration all aspects of the matter, are of the opinion that it is a fit case where the High Court should have appointed a receiver and/or an administrator with suitable directions. We have, to the aforementioned extent, intend to interfere with the order of the High Court as Sudha alone had been given exclusive powers not only to execute documents but also induct tenants. The aforementioned job, in our opinion, keeping in view the relationship between the parties should better be left with an officer of the Court who would be subject to directions as may be issued by the High Court from time to time.

22. This appeal is allowed to the aforementioned extent and with the aforementioned observations and directions.

C.A.No. 1575 of 2009 @ S.L.P. (C) No.17396 of 2006

23. In view of the order passed in the appeal arising out of S.L.P.(C) No.17162 of 2006, this appeal would also stand disposed of on the above terms.

24. Costs of these appeals shall abide by the result of the suit.

March 6, 2009.