Baranagore Jute Factory Plc. Mazdoor Sangh (Bms) vs Baranagore Jute Factory Plc. Etc.

IN THE SUPREME COURT OF INDIA CIVIL APPELLATE JURISDICTION

I.A. NOS.13 TO 36 OF 2017, IA NO.61787/2017 AND IA NO.77072/2017 IN CIVIL APPEAL NO(S). 4298-4299/2017

BARANAGORE JUTE FACTORY PLC. MAZDOOR SANGH (BMS) APPELLANT(S)

VERSUS

BARANAGORE JUTE FACTORY PLC. ETC. RESPONDENT(S)

WITH CONMT.PET.(C) NOS. 824-827/2017 IN C.A. NOS. 4302-4305/2017 CONMT.PET.(C) NOS. 840-842/2017 IN C.A. NOS. 4306-4308/2017 CONMT.PET.(C) NOS. 1485-1486/2017 IN C.A. NOS.4298-4299/2017

J U D G M E N T

KURIAN, J.

Company Petition No.2 of 1987, pending before the

Company Judge of Calcutta High Court has given rise

to several litigations before the Company Judge,

thereafter in intra court appeals and before this

Court. One wonders why, despite several directions

Signature Not Verified by this Court, the Company Petition itself has not Digitally signed by NARENDRA PRASAD Date: 2017.09.16 14:35:47 IST been disposed of.

Reason:

2. Having said that we have to deal with three set

1 of contempt petitions before us i.e. Contempt Pet.(C)

Nos. 824-827/2017 in C.A. Nos. 4302-4305/2017,

Contempt Pet.(C) Nos. 840-842/2017 in C.A. Nos.

4306-4308/2017 and Contempt Pet.(C) Nos.

1485-1486/2017 in C.A. Nos. 4298-4299/2017. These

contempt petitions arise out of our order dated

21.03.2017 in Civil Appeal Nos. 4298-4299/2017 etc.

The dispute is in a narrow compass as far as contempt

is concerned. Paragraph 25 of our order dated

21.03.2017 reads as follows:-

“25. In the background as above of the case, the Division Bench should not have interfered with the order dated 26.06.2015 passed by the learned Single Judge. However, taking note of the fact, an amount of Rs.2,23,00,000/- has been kept in fixed deposit towards lien for issuance of bank guarantee, we make it clear that the respondents shall not operate the bank accounts of the company after 03.04.2017 without securing an amount of Rs.8,32,60,331/-. We also make it clear that without leave of the High Court, the fixed deposit of Rs.2,23,00,000/- with the Axis Bank shall not be withdrawn. However, it would be open to the respondents to apply for appropriate clarification or modification of the order dated 26.06.2015, after making the deposit as above and it will be open to the learned Single Judge to pass the appropriate orders on merits of the application.”

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3. It is the common ground of the petitioners that

the alleged contemnors have not respected the orders

passed by this Court in its true spirit and they have

been trying various methods to get around the order.

Shri Vikas Singh, learned senior counsel appearing

for the alleged contemnors pointed out that there is

no willful or deliberate violation of any of the

orders passed by this Court.

4. On 25.7.2017, having regard to the submissions as

to whether the alleged contemnors have actually made

up the amount referred to in our order dated

21.03.2017. passed the following order:-

“We have sought the assistance of Mr. Ajit Kumar Sinha, learned senior counsel to verify as to whether the alleged contemnors have actually furnished the amount in terms of our orders dated 21.3.2017 and 8.5.2017.

List on 27.07.2017.

Additional documents, if any, may be filed in the meantime.”

5. Thereafter, on 31.07.2017, this Court passed the

following order:-

“The learned counsel for Respondent No. 1, on proper instruction, submits that in order to avoid all confusions, a Fixed Deposit Receipt for an amount of Rs. 10.55 Crores (Rupees Ten Crores and Fifty Five Lakhs) drawn in the name of the Registrar of

3 this Court will be produced before this Court on the next date of hearing.

It is made clear that in case the Fixed Deposit Receipt, as above, is not produced on that date, all the Directors of the Company shall be personally present before this Court on the next date of hearing.

We make it further clear that for enabling the company to produce the Fixed Deposit Receipt, it will be open to them to encash the earlier Fixed Deposit to the extent of Rs. 2.23 Crores (Rupees Two Crores and Twenty Three Lakhs) referred to in our Judgment.

List on 08.08.2017.

We record our appreciation for the services rendered by Mr. Gaurab Banerjee, learned senior counsel, in assisting the court”.

6. When the matters were taken up on 8.8.2017, a

Fixed Deposit Receipt for a sum of Rs.10,55,60,331/-

drawn in the name of Registrar Supreme Court of India

was produced. The Fixed Deposit Receipt, as above,

had been taken on record on that day.

7. Mr. Krishnan Veugopal and Mr. R. Basant, learned

senior counsel, submit that there is blatant

violation of the order dated 21.03.2017 passed by

this Court on many aspects and in particular, in the

matter of the alleged Fixed Deposit of Rs.2.23 Crores

in Axis Bank and in operating the accounts in Axis

4 Bank. As far as Fixed Deposit of Rs.2.23 Crores in

Axis Bank is concerned, we find that our order was

based on the order of the High Court.

8. Be that as it may, Mr. Vikas Singh, learned

senior counsel, submits that as a matter of fact,

there were Fixed Deposits in Syndicate Bank and Karur

Vysya Bank to the tune of Rs.2.23 Crores and a bit

more in case the interest was added on to it.

However, unfortunately, it was noted to be a deposit

in Axis Bank but, even after the judgment, grace was

not shown in bringing to the notice of this Court

that there was no fixed deposit in Axis Bank, despite

several rounds of arguments with regard to the

implementation of our order dated 21.3.2017. As far

as operation of the accounts in Axis Bank is

concerned, it is submitted that there was an

inadvertent withdrawal of an amount of Rs.3.20 Lacs.

According to Mr. Vikas Singh, learned senior counsel,

it is because the Bank had not taken note of the

instruction. But the fact remains that the order of

the Court was not produced before the Bank,

apparently because in that order it was made clear

that no account should be operated without making up

the required amount.

9. Mr. Dhruv Mehta, learned senior counsel appearing

for the Bank, however, submits that immediately on

coming to know of the transaction for an amount of

5 Rs.3.46 Lacs, being in violation of the order dated

21.3.2017 passed by this Court, the same had been

reversed and status quo ante with regard to the

operation had been restored by the Bank. Mr. Vikas

Singh, learned senior counsel, submits that the same

was on account of instruction by the alleged

contemnors as well.

10. Be that as it may, the Manager of the Bank has

tendered unconditional apology, despite a plausible

explanation offered for the operation of the

accounts. We see no reason to refuse the apology by

the Manager of the Axis Bank. Accordingly, accepting

the explanation and apology by the Manager of the

Bank, further proceedings against the Manager of the

Axis bank are dropped and the rule is discharged as

against the Manager.

11. Though there are also allegations against the

alleged contemnors that attempts have been made to

circumvent the orders passed by this Court by even

forming a new company, these allegations also have

been sought to be explained by Mr. Vikas Singh,

learned senior counsel, who submits that the decision

to lease out the property had already been taken as

early as on 16.03.2017. However, Mr. R. Basant,

learned senior counsel, points out that though the

decision had allegedly been taken on 16.3.2017 the

same had been uploaded only on 19.04.2017.

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12. Be that as it may, having regard to the conduct

of the alleged contemnors and in the background of

the various orders passed by this Court it is clear

that their conduct was not graceful before this Court

and whether for such a conduct this Court should

initiate proceedings for contempt is the question to

be decided.

13. As we have already noted hereinabove, since

various other cases are pending before the Company

Judge in the High Court of Calcutta and having regard

to the three decades long fight on the management of

the Company, we are of the view that the apology

tendered by the alleged contemnors for the

inconvenience caused to the Court should be accepted

subject to imposition of appropriate costs.

14. As far as the submission made by the learned

senior counsel for the petitioners based on the

interlocutory applications, we are of the view that

those are matters for the Company Judge to deal with

appropriately. Therefore, we express no opinion on

the merits of those applications. It is for the

petitioners, if so advised, to move the Company Judge

at the appropriate stage.

15. Dr. Kylashnath Pillay, learned senior counsel

appearing for some of the Unions submits that they

may also be heard before this Court.

16. We find it difficult to appreciate this

7 submission, since the main matter had already been

disposed of and what survives are only the contempt

petitions before this Court. We do not find any need

for intervention/impleadment. In case, those unions

have any grievance it is for them to approach the

Company Judge, in which case the Company Judge may

pass appropriate orders.

17. As we have noted above, the Company Court is in

seisin of the matter for about three decades in

Company Petition No.2/1987. This Court, we find at

least on three occasions (on 27.10.2014, 12.03.2015

and 4.3.2016), had issued directions to the Company

Court to dispose of all the applications and also the

main petition.

18. All the parties appearing before us submit that

they will extend full cooperation to the Company

Judge to dispose of the applications and the Company

Petition itself without any delay.

19. In the above circumstances, we request the

Company Judge, High Court of Calcutta to take up the

Applications and Company Petition on a day to day

basis and dispose of the same expeditiously,

preferably within a period of four months. Any

adjournment by any party, shall be granted only on

the imposition of cost of Rs.10,00,000/- (Rupees Ten

Lacs) and that too only for a short period, be it on

any reason.

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20. Yet with all these safeguards, in case the

Company Judge is not in a position to dispose of the

applications/petition on account of non-cooperation

on the part of the respondents herein, it will be

open to the Company Judge to make a Report to this

Court, in which case, this Court will think of

appropriate steps even by appointing a Receiver for

the Company.

21. Subject to the final disposal of the Company

Petition it will be open to the Company Judge to pass

appropriate orders with regard to the Fixed Deposit

made in the name of the Registrar, Supreme Court of

India.

22. We also direct the Company Judge, not to

entertain any fresh application in Company Petition

No.2/1987, without leave of this Court.

23. However, liberty is granted to the applicants who

have already filed applications for

directions/intervention/impleadment before this Court

to approach the Company Judge, if they are so

advised.

24. In view of the persuasive submission made by the

learned senior counsel in the matter of costs, we

reluctantly refrain from passing any further orders.

25. The contempt petitions and I.As are, accordingly,

disposed of.

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26. Pending applications, if any, shall stand disposed of.

27. There shall be no orders as to costs.

.......................J. [KURIAN JOSEPH]

.......................J. [R. BANUMATHI] NEW DELHI;

AUGUST 30, 2017.

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