PARMANAND PATEL Vs. SUDHA A CHOWGULE

JUDGEMENT

(1.) LEAVE granted. C. A. NO. 11574 of 2009 @ S. L. P. (C) No. 17162 of 2006

(2.) PARMANAND Patel, since deceased, was a very wealthy person. He floated several companies including the 5th respondent Company herein 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. Parmanand Patel held 85% shares in the said company. The remaining 15% shares were held by Indu Patel, Sudha and Jaya in equal proportion. Indisputably, Parmanand Patel had been suffering from various diseases including some neurological ones. For his treatment, he used to frequently visit United States of America accompanied by his wife and daughter Sudha. One Dr. Hemant Patel, a resident of Mombasa, Kenya is the brother of appellant no. 2. One Shirish Patel, who is a chartered accountant is the nephew of Parmanand Patel. Indisputably, on 23rd January 2005 late Parmanand Patel executed a will. He also signed letters which are in the nature of gift and/or arrangements in regard to some of his properties. It is also not in dispute that he had gifted two flats in favour of the first appellant apart from making a mediclaim policy for her.

(3.) 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 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.