SC upholds Calcutta HC verdict on Harsh Lodha’s reappointment

The Supreme Court on Monday dismissed 3 special leave petitions upholding last week’s verdict of the Calcutta High Court which cleared the decks for three M.P. Birla Group Companies headed by Harsh Vardhan Lodha–Birla Corporation Ltd, Vindhya Telelinks Ltd and Birla Cable Ltd–to declare and give effect to resolutions passed at their respective annual general meetings (AGMs) last year.

The Birlas, through the defendants in the probate suit of the last will and testament of the late Priyamvada Devi Birla, had last year moved the Calcutta High Court and obtained an ad-interim injunction on declaration of results of voting at the annual general meetings of Birla Corporation Ltd, Vindhya Telelinks Ltd and Birla Cable Ltd.

The resolutions that were disputed included the reappointment of Harsh Vardhan Lodha as a director in Vindhya Telelinks Ltd and Birla Cable Ltd, and even held up the payment of dividend to shareholders of Birla Corporation Ltd. A division bench of the Calcutta High Court had on 4 May, 2020 ruled that the probate court hearing the dispute over the last will and testament of Priyamvada Devi Birla should have first determined if it had the jurisdiction to pass restraint orders affecting the operations of three listed public companies, and set aside the injunctions passed by the single judge.

Today, a Supreme Court bench presided by Justice D.Y. Chandrachud and Justice M. R. Shah upheld the verdict of the Calcutta High Court and expressed disinclination to entertain the three special leave petitions under Article 136 of the Constitution of India. Whilst dismissing the three special leave petitions, the Supreme Court reiterated that the probate court must determine if it has jurisdiction in the first place.

Following the verdict of the Calcutta High Court last week, Birla Cable Ltd and Vindhya Telelinks Ltd had, in separate regulatory filings, stated that in the voting taken at their respective AGMs last year, more than 99% of votes were cast in favour of the reappointment of Harsh Vardhan Lodha as a director. All other resolutions that were held up by the interim order of the single judge of the Calcutta High Court were also passed with at least 95% of votes cast in their favour, indicating an overwhelming support for the management from amongst even minority shareholders of all three listed public companies.

The petitioner of the Birlas, Arvind Kumar Newar, was represented by Senior Advocates Kapil Sibal, Dr. Abhishek Manu Singhvi, P. Chidambaram, Mukul Rohatgi and K. V. Vishwanathan. Senior Advocates Neeraj Kishan Kaul, Arvind Datar, Shyam Divan and Sajan Povvaya represented the three listed public companies Harsh Vardhan Lodha and the other respondents were represented by Senior Advocate Darius Khambata and Advocate Kunal Vajani.

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