FACTS OF THE (Birla) CASE

1. Priyamwada Debi Birla (PDB) wife of M.P. Birla died on July 3, 2004 and left registered Will date April 18, 1999 and a codicil dated April 15, 2003. M.P. Birla died on July 30, 1990. P. D. B. during her lifetime she was in control of the management of the M.P.B. Group of Company. 2. P.D.B. appointed Rajendra Singh Lodha was sole executor of the said Will. This Will has been challenged by the sisters of M.P. Birla, namely Laxmi Debi Newar and Radha Devi Mohatta. M.P. Birla and Priyambada Debi Birla had no issue. Caveats was filed on behalf of the sisters of M.P. Birla. The said have not been opposed by Rajendra Singh Lodha. K. K. Birla B. K. Birla, G. P. Birla and Yasobardhan Birla have also filed caveats challenging the Will. 3. After demise of Laxmi Debi Newar her hairs and executors have been substituted in the probate proceedings. Admittedly after the death of Priyambada Debi Birla, Rajendra Singh Lodha on July, 2004 read out the said registered Will at Birla Park before the members of the Birla Family. On July 19, 2004 Rajendra Singh Lodha filed the probate application before the Hon'ble Court being PLA No. 204 of 2004. 4. On August 17, 2004 a suit was filed being C.S. No. 221 of 2004 by K. K. Birla, G. P. Birla and Ors. claiming that M.P. Birla and Priyambada Debi Birla had left earlier Wills dt. July 13, 1982 and the said two Wills are mutual Wills. The claim in the plaint is that there is a irrecoverable agreement between M.P. Birla and Priyambada Debi Birla that they would not revoke the said Wills.

5. On August 18, 2004 K. K. Birla filed a petition for probate of the alleged Will of M.P. Birla dt. July 13, 1982 which has been marked as P. L. A. No. 241 of 2004. In the said petition it was pointed out that the said petition was filed for probate after 14 years of death of M.P. Birla i.e. in the year 1990. Another petition for probate was filed by the G. P. Birla and Ors. for probate of the alleged Will of Priyambad Debi Birla dt. July 13, 1982 being P. L. A. No. 242 of 2004. 6. After the death of Priyambada Debi Birla, Rajendra Singh Lodha was executor, took charge of the estate of Priyambada Debi Birla, the said fact was admitted by the cavettos R.S. Lodha was allowed to manage and control the estate of deceased, testatrix Priyambada Debi Birla as executor. After 6 months application filed for appointment of administrator pendenti Lite the respect of the said estate.

7. The Appellants contended that the application for appointment of the administrators pendenti Lite was filed by the Respondents after the delay of 6 months, which would show that even the cavettos did not have really any apprehension that the estate in the hands of Rajendra Singh Lodha as executor was under any risk of dilution or waste of mismanagement. 8. The cavettos have not been able to establish any act of dilution of value of shares of the estate of M.P. Birla Group of Companies or any or mismanagement on the part of R.S. Lodha during the period of 6 months. 9. On 19th May, 2006 by a common judgment the Hon'ble 1st Court, the application filed by the Radha Devi Mohatta and Laxmi Devi Newar was heard by the Ld. Trial Court whereby joint administrators pendente lite were appointed from the members of the Bar who were directed to take charge and control of all the share holdings of the decreased lady in all the companies and they were also directed to function as could be functioned by and under law by virtue of controlling share holding of all the company left behind by the said lady. They were also directed to take step for revision of all the share registers of the companies regarding their names.

10. In the said order the joint administrators were directed to consult and take the view of R.S. Lodha in each and every step while taking decision. R.S. Lodha was directed to handover all the charges to the administrators pendente Lite and an interim-order was passed earlier was directed to continue till the possession is taken by the administrators. Against the said order the instant appeal and cross objection were filed by the parties.

ORDER OF THE FIRST COURT (Against which cross appeals are filed in the present case) The First Court passed an order to appoint joint Administrators, pendente lite, consisting of following persons (i) Mr. Hiranmoy Dutta, Bar-at-law of Bar Library Club; (ii) Promotha Nath Chatterjee, Learned Advocate of Bar Association, Room No. 1; (iii) Mr. Prabir Kumar Roy, ex-Sheriff of this Court of 10, N.S. Roy Road, Behala, Kolkata-700019; (iv) Mr. Sujit Bhattacharjee of 52-C; Ballygunge Circular Road, Kolkata - 700019, who shall take charge and control of all the shareholding of the

deceased Lady in all the companies and they should function as could be functioned by.

VERDICT OF THE COURT OF APPEAL The court held that the appointment of the administrators pendent lite is completely dependent on the necessity. It is the necessity in the present case which will decide the appointment of administrators. Respondents have not proved the allegations of mismanagement and the same has not been found by the First court. The Respondents have failed to make out a case for appointment of Administrator Pendent Lite when no mismanagement has been found out by the Hon'ble First Court and the business of the M.P. Birla Group of Companies as specifically held by His Lordship are not in "serious jeopardy" in the. hands of RSL. The Court has not find that the Respondents have been able to make out a case thereof. It is found by the Court of Appeal that he Hon'ble First Court also has come to conclusion that the Estate is "in medio", but the court of appeal found that no such pleading made out in the petition and, in there considered opinion, the Court cannot travel beyond the pleadings which has been specifically stated by he Apex Court and the Court cannot make out a third case which has not been made out by the parties. Therefore, on that question also, after considering the facts and circumstances of the case and the materials on record placed before . The Court has to come to conclusion, with utmost respect to His Lordship, that His Lordship has mis-appreciated the fact and held that the Estate is "in medio". Such conclusion of His Lordship, in our opinion, cannot be sustainable in the eye of law in the facts and circumstances of this case. The further question that whether the Court has jurisdiction to apply discretion in the facts and circumstances of this case, it is needless to mention here that the Court will apply its discretion providing that the case is being made out by the parties calling for such discretion in a case where the case of necessity for appointment of Administrator Pendente Lite has been made out. Court of appeal is unable to find out such situation in this matter and unable to uphold the decision of His Lordship and according to us, the Court has not appreciated the facts of the case properly and has not exercised its discretion properly in appointing the Administrator Pendente Lite. Hence, First Court of Appeal passed an order of injunction restraining the Appellant not to deal with and not to transfer any of the assets and properties of the Estate of PDB, in any manner whatsoever, and further, in our opinion, the order so passed by the

Hon'ble First Court at the ad-interim stage is enough to preserve the Estate of PDB. We direct the Executor, RSL to give a details, of the dividends so collected in respect of the shares of PDB and the accounts, therefor, to be furnished to the parties. We also direct RSL to maintain an account in respect of the dividend so received on the shares of PDB and to retain the same in a separate account and no amount to be spent out of the said fund by RSL excepting for preservation of the Estate. In the cross-appeals, we do not find that a case has been made out by Mr. S.B. Mokherjee's client nor we have been able to find our that there is any mismanagement on the part of the Appellant.