BROOKE BOND INDIA LIMITED Vs. D M GANDHI

JUDGEMENT

(1.) These two appeals by defendant No. 1 arise out of interim injunction proceedings. Appeal from Order No. 3 of 1984 challenges the injunction order of 20th December, 1983 passed by the City Civil Court in Notice of Motion No. 6494 of 1983 in Suit No. 7239 of 1983 while the other appeal arises out of an order of 30th December, 1983 passed by the said Court in vacation declining to interfere in vacation with the aforesaid order of 20th December, 1983.

(2.) To appreciate the dispute, a reference briefly to certain facts and circumstances become necessary. The appellant-defendant No. 1 is a Public Limited Company (hereinafter Brooke Bond). Between Brooke Bond and another company-Centron Industrial Alliance Ltd. (hereinafter Centron), a scheme of arrangement was entered into for amalgamation of Centron with Brooke Bond. The said scheme has been approved by the majority of shareholders of both these Companies. Brooke Bond and Centron have moved the High Court at Calcutta and this High Court respectively for sanction thereto. Proceedings in that respect are pending in both these High Courts.

(3.) One Dinkar V. Landge, a shareholder of Centron, filed in the City Civil Court, Suit No. 6778 of 1983 against Brooke Bond and took out notice of motion for interim relief. On 1st December, 1983 he obtained an ex parte ad interim injunction which in effect sought to restrain Brooke Bond and its shareholders from transacting any business whatever at the Companys 71st Annual General Meeting scheduled to be held at 10.30 a.m., the next day 2nd December, 1984. However, this order reached Brooke Bond at Calcutta in the afternoon of 2nd December, 1984 after the Annual General Meeting was held. Immediately on receipt thereof, Brooke Bond a stayed implementation of the resolutions earlier passed at the said meeting. It then filed in this High Court appeal against the aforesaid order and moved for urgent reliefs. This appeal was admitted on 6th December, 1983 and simultaneously the impugned order was stayed. The appeal was peremptorily heard on 20th December, 1983 by Gadgil, J. By judgment of 21st December, 1983, the said appeal was allowed, the trial Courts order was set aside and Landges motion dismissed. While this was the position in Landges matter, this same learned Advocate moved the same trial Court in another suit (which, in the meanwhile, was filed by the present plaintiff No. 1) for an ex parte ad interim injunction in terms virtually similar to those in Landges matter. And significantly enough, the same trial Court passed another order of ex parte ad interim injunction notwithstanding the High Court stay of the earlier similar order. Efforts in the vacation to have the same vacated were in vain. Hence these appeals.