Maharaj Devraj v. S.M.S. Investment Corporation Pvt. Ltd., Company Law Board, Judgment, Law, casemine.com

Citation Codes

Equivalent Citations

citation codes

Case Number

C.P Nos. 13/111/2009, 14/111/2909, 15/111/3009, 16/111/2009 and C.A No. 39 of 2010 and C.P Nos. 19/111/2010, 20/111/2010, 21/111/2010, 22/111/2010

Attorney(S)

1. Sh. S.N Mookherjee, Sr. Advocate
2. Sh. Abhishek Rao, Advocate
3. Sh. Sushant Sharma, Advocate
4. Ms. Anjali Verma, Advocate
1. Sh. Vikas Singh Sr. Advocate
2. Sh. B.K Sinha, Advocate
3. Sh. Abhishek Sarkar, Advocate
5. Sh. U.K Chaudhary, Sr. Advocate
6. Sh. Sanjeev Sen, Advocate
7. Sh. Partha Sil, Advocatd
8. Ms. Runjita Das, Advocate
9. Ms. Hina Sarif, Advocate
4. Sh. U.K Chaudhary, Sr. Advocate
5. Sh. Sanjiv Sen, Advocate
6. Sh. Partha Sil Advocate
7. Ms. Ranjita Das, Advocate
8. Ms. Heena Sharif, Advocate
10. Sh. B.K Sinha, Advocate
11. Sh. Abhishek Sarkar, Advocate

Judges

Vimla Yadav, Member

Acts

Section 372(e), (f) of the Indian Succession Act. Referring to Section 383 of the Indian Succession Act
section 111 was section 155 of the Companies Act. Section 155 and sub-section (4) of section 111
SECTION 111 A COMPANIES ACT 1956
Section 2(h), Sections 74 to 111, Sections 82 to 88 of the Indian Succession Act.
Sections 373, 381, 383 and other provisions of the Indian Succession Act
provisions of Order XXIII, Rule 1, of the Code of Civil Procedure
Sections 222, 223, 228, 232, 233, 234, 235 of the Succession Act
section 155 read with section 2(11) and section 10,
Order 41 Rule 5 of the Code of Civil Procedure
Sections 69, 72, 73 of the Indian Succession Act
SECTION 88 SUCCESSION ACT
SECTION 155 COMPANIES ACT
Section 370 of the Indian Succession Act, 1925,
section.(d) Succession Act (1925), Ss. 381, 383(d)
Section 370 of the Indian Succession Act.
Section 381 of the Indian Succession Act,
Section 325 of the Indian Succession Act
provisions of sub-section (7) of Section
Section 111(4) read with Sub-section (7)
S. 11, Bombay Revenue Jurisdiction Act.
Section 370 of Indian Succession Act
FOREIGN EXCHANGE MANAGEMENT ACT
SECTION 155 CIVIL PROCEDURE CODE
Companies Act and Rules & Regulations
sections 383 of the Succession Act
Section 155(3) of the Companies Act,
S. 63 of the Indian Succession Act
SECTION 381 SUCCESSION ACT
Regulations to Companies Act, 1956,
SECTION 111 COMPANIES ACT
provisions in Order XXIII, Rule 1,
SECTION 6 COMPANIES ACT
Sub-section (4) of section 111
(a) Succession Act (1925), 5.372
SECTION 82 SUCCESSION ACT
Art. 14, Limitation Act,
Indian Succession Act.
COMPANIES ACT 1956
Section 6(c)

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Smart Summary

Factual and Procedural Background

The case involves Company Petition Nos. 13, 14, 15, and 16 of 2009 filed by Maharaj Devraj and Rajkumari Lalitya Kumari, children of the deceased Maharaj Jagat Singh, against several companies for non-transmission/non-transfer of their late father's shareholding in those companies. The shares were held in the sole name of Maharaj Jagat Singh at the time of his death in 1997. The petitioners claimed transmission of one-third shareholding each to themselves and their grandmother, Late Rajmata Gayatri Devi, based on a succession certificate dated 19.02.2009. Rajmata Gayatri Devi had gifted her share to the petitioners jointly and executed the transfer deed accordingly. The petitioners alleged that their father died intestate and that a purported will dated 23.06.1996 was a forgery. The probate petition based on that will was disposed of on a compromise, granting each party one-third share.

Prior to these petitions, the petitioners had filed other company petitions alleging oppression and mismanagement, with some interlocutory orders and appeals pending. An intervener, Smt. Urvashi Devi, sought impleadment contending that the succession certificate was a nullity and probate order illegal, claiming different shares in the estate based on the will and adoption. The petitions filed by Urvashi Devi and others claiming one-fourth shares each were heard together with the original petitions.

The respondent companies resisted transmission citing pending disputes over inheritance, the existence of a will disinheriting the petitioners, and the pendency of probate and succession proceedings. The companies maintained they could not transmit shares until the legal heirs were identified and disputes resolved by competent courts.

Legal Issues Presented

Whether the order dated 19.02.2009 in Succession Case No. 134/98 granting the succession certificate is a nullity?
Whether the will dated 23.06.1996 exists and is valid?
Whether the alleged will requires to be proved or disproved?
Whether probate proceedings could be dismissed on the basis of a private settlement?
Whether probate proceedings exist as on date?
Whether construction of the will is required?
Whether Section 370 of the Indian Succession Act bars granting succession certificate in presence of the will?
Whether provisions of Sections 373, 381, 383 and other provisions of the Indian Succession Act apply?
Whether the deceased Maharaj Jagat Singh was adopted?
Who are the true legal representatives entitled to the shares held in the name of the deceased?
Whether these petitions involve complicated questions of law and fact regarding entitlement?
Whether the Company Law Board (CLB) has jurisdiction to decide these issues or should they be relegated to civil courts?
Whether the CLB can decide entitlement and title questions in a summary jurisdiction under Section 111 of the Companies Act?
Whether the CLB can disregard the stay order of the High Court and the alleged nullity of the succession certificate?
Whether the CLB can decide if the will disinheriting the petitioners prevents their entitlement to shares?
Whether the shares devolve upon the second group of claimants based on the will and adoption?

Arguments of the Parties

Petitioners' Arguments

The deceased died intestate and the will dated 23.06.1996 is a forgery.
A succession certificate was validly granted on 19.02.2009, entitling the petitioners and Rajmata Gayatri Devi to one-third shares each.
Rajmata gifted her one-third share to the petitioners jointly, confirmed by transfer deed and letters to the companies.
The companies unlawfully delayed or refused transmission despite submission of all required documents including the succession certificate and transfer deed.
The companies' insistence on probate before transmission is legally incorrect in family companies.
The summary jurisdiction of the CLB under Section 111 includes rectification of registers on transmission of shares.
The petitioners deny complicated questions of law and fact and assert the matter is within the CLB's jurisdiction.
The private compromise settling the probate petition is binding and the probate petition was dismissed accordingly.
Delay in probate proceedings and other procedural points do not affect the validity of the succession certificate for transmission.

Respondent Companies and Interveners' Arguments

There is a serious dispute regarding the estate of Late Maharaj Jagat Singh, including existence and validity of the will dated 23.06.1996.
The will disinherits the petitioners and bequeaths the estate solely to Rajmata Gayatri Devi.
The probate proceedings could not have been dismissed on the basis of a private compromise; such dismissal is a nullity.
The succession certificate granted on 19.02.2009 is a nullity as the proceedings were stayed by the High Court at the time.
The joint succession certificate became inoperative after the death of Rajmata Gayatri Devi.
There are two conflicting groups claiming entitlement to the shares, with the second group claiming one-fourth shares each as legal heirs of Rajmata.
The CLB lacks jurisdiction to decide complicated questions of title and inheritance, which are pending before civil courts.
The companies cannot transmit shares until legal heirs are identified and disputes resolved by competent courts.
The petitioners were disinherited by will and cannot claim legal representation for transmission.
Reliance on numerous precedents to assert that probate court cannot be bypassed and that the CLB's summary jurisdiction does not extend to complicated disputes.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Mulraj v. Murti Raghonathji Maharaj, AIR 1967 SC 1386	Effect and knowledge requirement of stay orders in execution proceedings; orders passed after knowledge of stay are nullities.	Used to hold that the succession certificate order passed despite stay was a nullity and that knowledge of stay is essential to affect jurisdiction.
Motiram Roshanlal Coal Co. (P.) Ltd. v. District Committee, AIR 1962 Pat 357	Superior court stay orders suspend power of lower courts; orders passed in violation are without jurisdiction.	Supported the nullity of the succession certificate order passed despite stay.
Mohd. Burhanudin v. Savitri Bai, AIR 1975 AP 168	Orders passed by executing court after knowledge of stay are nullities.	Reinforced the principle that the stay order must be respected once known to the court.
Venkatadri Appa Rao v. Parthasarathi Appa Rao, (1925) 27 BOMLR 823	Rules for construction of wills; intention of testator is to be ascertained from the words actually used.	Applied for interpreting the will dated 23.06.1996 and assessing disinheritance claims.
Khazan Singh v. State	Onus of proving a will and suspicious circumstances affecting probate.	Used to assess the burden of proof on propounders of the will and the necessity of removing doubts.
Bishunath Rai v. Sarju Rai, AIR 1931 All 745	Probate proceedings cannot be disposed of by compromise; court must determine genuineness of will.	Supported the argument that the probate dismissal on compromise was illegal.
Jugeshwar Nath Sahai v. Jagatdhari Prasad, 6 Ind Cas 345	Probate must be proved in solemn form; consent of parties alone cannot grant valid probate.	Reinforced that probate cannot be granted merely on consent or compromise.
Sushila Bala Saha v. Saraswati Mondal, AIR 1991 Cal 166	Probate court’s role limited to proving execution and testamentary capacity, not title disputes.	Clarified that probate court does not decide title to estate.
Kiran Singh v. Chaman Paswan, SCR [1955] 117	Orders passed without jurisdiction are nullities and can be ignored without setting aside.	Applied to hold the succession certificate order as nullity due to stay.
Ajudh Raj v. Moti s/o Mussadi, (1991) 3 SCC 136	Orders passed without jurisdiction are non-existent in law and need not be set aside.	Supported nullity of succession certificate order.
Navneet Lal alias Rangi v. Gokul, (1976) 1 SCC 630	Five cardinal principles of will construction including intention, surrounding circumstances, and giving effect to all parts.	Guided interpretation of the will dated 23.06.1996.
Ammonia Supplies Corporation Pvt. Ltd. v. Modern Plastic Containers Pvt. Ltd., (1998) 7 SCC 105	Section 111 (formerly 155) jurisdiction is summary and discretionary; complex title disputes are to be relegated to civil courts.	Central precedent for holding that CLB should not decide complicated disputes over title and inheritance.
Public Passenger Service Ltd. v. M.A Khadar, (1966) 36 Comp Cas 1 (SC)	Scope of company court jurisdiction under section 155 for rectification; summary remedy not for complex disputes.	Supported discretion to relegate complicated disputes to civil courts.
Smt. Soma Vati Devi Chand v. Krishna Sugar Mills Ltd., AIR 1966 P & H 44	Summary proceedings under section 155 not meant for complicated disputes requiring investigation.	Applied to hold that complex disputes should be decided by civil courts, not CLB.
Kamla Devi Mantri v. Grasim Industries Ltd., (1990) 69 Comp Cas 188 (MP)	Section 155 summary jurisdiction; serious disputes requiring investigation to be decided by civil courts.	Supported dismissal of petitions involving complicated facts and title disputes.
Mahendra Kumar Jain v. Federal Chemical Works Ltd., (1965) 35 Comp Cas 651 (All)	Where title is seriously disputed and facts complicated, section 155 cannot be applied; civil suit is proper remedy.	Applied to dismiss petitions due to serious dispute over title.

Court's Reasoning and Analysis

The Court analyzed the competing claims to the shares of the deceased Maharaj Jagat Singh, noting the existence of two groups claiming entitlement based on conflicting succession documents: a succession certificate granted on 19.02.2009 based on a compromise, and a will dated 23.06.1996 disinheriting the petitioners. The Court observed that the probate proceedings regarding the will were dismissed on a compromise, which the respondents argued was illegal and a nullity. The Court also noted that the succession certificate order was passed despite a stay by the High Court, rendering it a nullity in law.

The Court referred extensively to statutory provisions under the Companies Act and the Indian Succession Act, emphasizing the requirements for transmission of shares on death of a member and the role of probate and succession certificates. It found that the companies acted lawfully in withholding transmission pending resolution of inheritance disputes and identification of legal heirs.

Critically, the Court examined whether the Company Law Board (CLB) had jurisdiction to decide complicated questions of law and fact concerning title to shares and inheritance. Relying on authoritative precedents including the Supreme Court's decision in Ammonia Supplies Corporation, the Court held that Section 111 of the Companies Act confers summary jurisdiction for rectification of registers but is not intended for adjudicating complex disputes involving title, contested wills, or probate issues. Such questions require evidence and detailed investigation suitable for civil courts.

The Court concluded that the present petitions involve complicated and disputed questions of law and fact that cannot be resolved summarily by the CLB. The petitions are therefore not maintainable before the CLB and the parties must seek relief before appropriate civil courts.

Holding and Implications

The petitions under Section 111 of the Companies Act (C.P Nos. 13 to 16 of 2009 and C.P Nos. 19 to 22 of 2010) and the application for impleadment (C.A No. 39/2010) are dismissed as non-maintainable.

The Court held that the Company Law Board does not have jurisdiction to decide complicated questions of title, inheritance, and validity of wills and succession certificates in summary proceedings under Section 111. The disputes over legal heirs and entitlement to shares must be resolved by civil courts with full adjudicatory powers. The Respondent Companies acted correctly in withholding transmission of shares until legal heirs are identified and disputes resolved. No new legal precedent was set; the ruling reiterates the principle that summary jurisdiction under Section 111 is limited to non-controversial rectification matters and complex disputes belong in civil courts. The parties remain free to pursue their claims in appropriate forums.

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Maharaj Devraj v. S.M.S. Investment Corporation Pvt. Ltd.

1. In the order I am considering the Company Petition Nos. 13, 14, 15, and 16 of 2009 filed by Maharaj Devraj and Rajkumari Lalitya Kumari the son and the daughter respectively of Late Maharaj Jagat Singh S/o Late Maharaja Sewai Man Singh Ji of Jaipur and his third wife namely Maharani Gayatri Devi (hereinafter referred to as the Rajmata) against Jai Mahal Hotels Pvt. Ltd. & Ors.; against Rambagh Palace Hotels Pvt. Ltd. & Ors.; against S.M.S Investment Corporation Pvt. Ltd. & Ors.; against Sawai Madhopur Lodge Pvt. Ltd. & Ors. attracting the provisions of Section 111 of the Companies Act, 1956 (hereinafter referred to as the Act. The Petitioners have filed these petitions against the Respondent Companies and other Respondents foe non-transmission/non-transfer of the shareholding of their late father namely Maharaj Jagat Singh in the following Companies. The shareholding of Late Maharaj Jagat Singh (hereinafter referred to as the deceased) on the date of his death on 05.02.1997 in these companies was as under:

(i) Jai Mahal Hotels Pvt. Ltd. 5050 equity shares of Rs. 100/- each (ii) Ram Bagh Palace Hotels Pvt. Ltd. 8999 equity shares of Rs. 100/- each (iii) Sawai Madhopur Lodge Pvt. Ltd. 267 equity shares of Rs. 100/- each (iv) S.M.S Investment Corporation Pvt. Ltd. 4317 equity Shares of Rs. 100/- each.

The Petitioners have claimed transmission/transfer of ⅓ of shareholding to each of them (to Maharaj Dev Raj S/o Late Maharaj Jagat Singh, to Rajkumari Lalitya Kumari D/o Late Maharaj Jagat Singh and to the mother of Late Maharaj Jagat Singh namely Late Rajmata Gayatri Devi) in each of these companies as above on the basis of the Succession Certificate based an the District and Sessions Judge, Jaipur City, Jaipur's order dated 19.02.2009 The shares fallen to the share of the Rajmata were given as gift, after grant of Succession Certificate, to the Petitioners Jointly by her, the Rajmata also executed the transfer deed on favour of the Petitioners. The Petitioners have claimed that their father died intestate and his letter dated 23.06.1996 to their grandmother i.e the Rajmata was a forgery and in any case their grandmother's probate petition based on that tetter was disposed of recording compromise between the parties and giving them (the two Petitioners and their grandmother) ⅓ shares each of these shareholding.

2. Before filing C.P Nos. 13 to 16 Under Section 111 of the Act the Petitioners had also filed C.P No. 30/2006 in the case of Jai Mahal Hotels (Pvt.) Ltd. under Sections 397, 398, 402, 403, 237(b) of the Act and C.P No. 59/2008 under the same Sections in the case of Ram Bagh Palace Hotel Pvt. Ltd. alleging oppression and mismanagement in C.P No. 30/2006, the Responded C.A No. 133/06 challenging maintainability of the C.P was dismissed by the CLB on 25.08.2006 considering the portion as on the date of filing of the C.P However, the Respondents' another C.A No. 272/10 seeking stay of the present proceedings in C.P No. 30/2006 on the grounds of the subsequent development between 25.08.2006 till the date of filing of the CA due to further litigation is pending for adjudicaton. In an impleadment Application No. 682/10 filed by Smt. Urvashi Devi D/o Late Rajkumari Prem Kumari D/o Late Maharaja Sawai Man Singh and his first wife, the Applicant has sought impleadment and has prayed for staying of the proceedings till the disputed issue of legacy/succession of these shares is finally settled, contending that the succession order is a nullity and the probate case, without granting or rejecting probate, has been disposed of illegally on the basis of a settlement between the private parties.

3. In this order I am also considering the C.A No. 39/2010 filed by Smt. Urvashi Devi for impleadment in C.P Nos. 13 to 16 under Section 111 of the Act stating that the Succession Certificate is a nullity and the probate order is illegal and the deceased having been adopted and having disinherited by his will his son and daughter, the estate shall devolve upon other sons and daughter of Late Maharaja Sawai Man Singh Ji in which the Applicant has ¼ share along with Maharaj Prithviraj and Maharaj Jai Singh and Maharaja Bhawani Singh. Smt. Urvashi Devi, Maharaj Prtthviraj and Maharaj Jai Singh have also filed separate C.P Nos. 19/111/2010, 20/111/2010, 21/111/2010 and 22/111/2010 under Section 111 of the Act claiming ¼ transmission/transfer of the shares in their name and also in the name of Maharaja Bhawani Singh Ji. Since the issue pertains to the same shareholding being darned by different litigants, these C.Ps were also heard along with the C.P Nos. 13/111/2009, 14/111/2009, 15/111/2009 and 16/111/2009 and are also being disposed of by this common order.

4. The case of the Petitioners in C.P Nos. 13 to 16 is that the present Directors of the Respondent Companies have acted in connivance with each other and they have delayed the transmission/transfer of shares in favour of Petitioners/legal bars of deceased member Maharaj Jagat Singh after he death, the oblique motive of Respondents ton not transmitting/transfer of shares in favour of Petitioners is to keep them out of the Companies and continue with their illegal control. The Respondent Companies are dosely held family Companies of the family members/sons of Late H.H Maharaja Sawai Man Singh Ji Ruler of Jaipur & even the Act ides of Respondent Companies read with other Regulations to Companies Act, 1956, provide dearly that on the death of shareholder, his legal representatives shall be the only person recognized by the Company as having title to his interest in the share. The Court of District and Sessions Judge, Jaipur City, Jaipur in case No. 134/98 vide its final order/judgment dated 19.02.2009, granted the Succession Certificate in respect of the Estate of Maharaj Jagat Singh in favour of the Petitioners along with Rajmata Gayatri Devi in equal share. The failure to act on application as per law or accede to request for transmission and/or transfer of shares in favour of Petitioners, despite grant of succession certificate, previously held in name of Late Maharaj Jagat Singh by Respondents is arbitrary and illegal. The Respondents have failed to communicate any decision of Board to Petitioners in their favour and the documents submitted with the application are still with the Respondent Companies. The statutory period presented under law for doing the needful by respondents as per request/application for transmission/transfer has since expired.

5. The Petitioners' case is that Maharaj Jagat Singh died intestate on 05.011997 leaving behind the petitioners and his mother Rajmata Gayatri Devi as legal heirs. A joint Petition (Case No. 134/98) for grant of Succession Certificate in respect of the Estate left behind by Maharaj Jagat Singh in favour of the Petitioners and Rajmata Gayatri Devi, was filed before the court of Competent jurisdiction at Jaipur. White the Petition for grant of Succession Certificate in favour of all the legal heirs in equal share was pending a dispute arose between the legal heirs and Rajmata Gayatrl Devi filed a Petition (Case No. 327/2006) seeking letter of administration/probate on the basis of alleged will dated 23.06.1996 This Petition for seeking Probate of alleged will was filed sometime in the year 2006. Ultimately, on 14.11.2008 there was a settlement amongst the legal heirs i.e Petitioners & Rajmata Gayatri Dew The Petition filed by Rajmata Gayatri Devi on the basis of the alleged will dated 23.06.1996 was dismissed by the Court of competent jurisdiction in terms of its final Order/Judgment dated 19.02-2009. As per settlement, legal heirs were entitled to ⅓ share each in the Estate of Maharaj Jagat Singh independently, After the grant of the Succession Certificate by the Court competent Jurisdiction, in favour of all legal heirs, Rajmata Gayatri Devi transferred shares of Respondent Companies that had fallen to her share on the death of Maharaj Jagat Singh as gift in favour of both the Petitioners by executing Transfer Deed. The Petitioners also signed the deed of transfer as transferee. The execution of the Transfer Deed in favour of the Petitioners was confirmed by Rajmata Gayatri Devi in her letter dated 27.04.2009, which was addressed to Board of Directors of the Respondent Companies.

6. The Petitioners along with their application/request delivered on 22.07.2009 submitted all the necessary documents required for sprit/transmission & transfer of shares. The details of the documents, which were submitted for transmission & transfer of the shares in favour of the petitioners vide letter dated 15.07.2009 (hand delivered on 22.07.2009) were as follows:—

a. Letter dated 27.04.2009 for transmission of Shares; b. Specimen signatures of all the legal Heirs of Late Maharaj Jagat Singh duty attested by City bank; c. Letter dated 27.04.2009 from Rajmata Gayatri Devi for transfer of Shares in favour of Devraj and Lalitya Kumari; d. Transfer Deed duly executed, stamped & revalidated (In onginal) (along with requisite revalidation letter issued by Registrar of Companies, Rajasthan; e. Share Certificates (In onginal); f. Notarised true copy (ies) of order dated 19.02.2009 passed in case no. 327/06 & 134/96 and g. Notarised true copy (ies) of Succession Certificate.

7. The Petitioners' case is that though they submitted the request for transmission/transfer of the shares previously held in the name of Maharaj Jagat Singh in their favour with all supporting documents including copy of the Order granting the Succession Certificate in favour of the petitioners and Rajmata Gayatri Devi as well as duly executed Transfer Deed by Rajmata Gayatri Devi in favour of the Petitioners on 22.07.2009, but the Respondents illegally and in arbitrary manner with oblique motive failed to return the share certificate duly transmitted/transferred in favour of Petitioners within the period prescribed under law. The petitioners have pointed out that till date, they have neither received the Share Certificates duty transmitted/transferred in their favour nor have they received any other communication in this regard. The documents submitted are with the Respondent Companies. The Petitioners' contention is that failure of the Respondents to transmit/transfer the shares, previously held in the name of Maharaj Jagat Singh, in favour of Petitioners, as per their request submitted on 22.07.2009 is totally arbitrary, illegal and mala fide. The Respondent Companies have no authority in law to withhold or delay or postpone transmission &/or transfer of shares of its member or deceased member in the name of any person where request is made with requisite documents authorising transfer. This was done illegally/fraudulently in order to keep the Petitioners out from the affairs of Companies by insisting for Succession Certificate before transmission/transfer of shares in favour of legal heirs in the family companies though legally no succession certificate is required to transmit or transfer the holding of deceased member in favour of legal heirs in family company.

8. The petitioners have contended that Section 106 of the Act casts an obligation on the Company for registering transfer of shares when proper instrument of transfer duly stamped and executed by or on behalf of the Transferor and by or on behalf of the Transferee has been delivered to the Company along with the certificate relating to the shares, etc. Similar obligation is cast upon the Company to transmit and transfer the shares in favour of legal heirs on the death of its member. Further, Section 150 of the Act requires company to maintain its register of members and also furnish particulars about the actual number of shares held by each member therein. Further, Section 159 requires every company to file returns with the Registrar of Companies with regard to the facts including its register of members, Failure of the company to comply with these provisions make the company liable for penalty under Section 162 of the Act. The register of members and the register of transfer is required to be maintained in accordance with law.

9. Shri S.N Mookherjee, Sr. Advocate arguing for the Petitioners reiterated the contention that the Succession Certificate in respect of securities of deceased member has since been granted in favour of legal heirs including the Petitioners. The shares fallen to the share of Rajmata Gayatri Devi were given as gift after grant of Succession Certificate, to the Petitioners jointly by Rajmata Gayatri Devi, who executed the transfer deed in favour of petitioners, therefore, the Respondent Company as legally bound to transmit and/or transfer the shares held in the name of deceased member Maharaj Jagat Singh in favour of the petitioners as per the request submitted to the Companies.

10. It has been pointed out that these joint Petitions were filed as the cause of action is common and Petitioners have a common interest in the matter and even relief sought is also common.

11. It was informed that Rajmata Gayatri Devi of Jaipur unfortunately expired on 29.09.2009 leaving behind Petitioners as her legal heirs. Rajmata Gayatri Devi left behind her last will dated 10.05.2009, which fact is in the knowledge of Respondents being family members.

12. The intervener Applicant (C.A No. 39/2010 of Smt. Urvashi Devi) in C.P Nos. 13/111/2009, 14/111/2009, 15/111/2009 & 16/111/2009 seeking impleadment in these Company Petitions and the Petitioners in separate C.P Nos. 19/111/2010, 20/111/2010, 21/111/2010 and 22/111/2010 claim that before his death Late Maharaj Jagat Singh had made a will on 23.06.1996 He died on 05.02.1997 In 1998 Case No. 134/1998 was filed before the District Judge, Jaipur wherein Rajmata Gayatri Devi, Maharaj Dev Raj and Rajkumari Lalitya sought ⅓ share each in the estate of Late Maharaj Jagat Singh. However, on 17.05.2006, Rajmata applied to the companies for transmission of the entire shareholding of late Maharaj jagat Singh as per will in her favour. On 29.06.2006, the Board of Jai Mahal Hotels Pvt. Ltd. and on 27.11.2006 the Board of Rambagh Palace Hotels Pvt. Ltd. decided that it would not transmit any shares standing in the name of Late Maharaj Jagat Singh in view of the pending disputes regarding his estate. On 03.07.2006, the company Jai Mahal Hotels Pvt. Ltd. and on 04.12.2006 Rambagh Palace Hotels Pvt. Ltd. declined her request in view of the disputes pending in relation to the Will. My attention was drawn to the chronology of dates and events as under:

23.06.1996 Will of Maharaj Jagat Singh. 05.02.1997 Death of Jagat Singh 1998 Succession Case No. 134 of 1998 filed before District Judge, Jaipur by Devraj, Lalitya and Gayatri Devi seeking ⅓rd share in the estate of Jagat Singh. Maharaja Bhawani Singh sought impleadment and objected to the succession certificate. 12.06.2006 Gayatri Devi filed Probate Case 327/2006 before the District Judge after discovering of the will sometime in March, 2006. 24.03.2008 Gayatri DevifiledLA. for consolidation of succession case and probate case. 07.07.2006 District Judge dismissed the consolidation L.A 05.08.2008 W.P 7524/2008 filed by Gayatri Devi against District Judge's order dated 07.07.2008 20.08.2008 HC stayed succession case and probate case. 19.02.2009 Devraj and Lalitya got a settlement filed before District Judge in stayed proceeding and got a dismissal of probate case and decree in succession case. 29.09.2009 Gayatri Devi died. 17.04.2010 Urvashi Devi. Prithvi Raj Singh, Jai Singh and Bhawani Singh filed an L.A in W.P 7524/2008 for being substituted in place of Gayatri Devi. April, 2010 Devraj and Lalitya filed an L.A in W.P 7524/2006 for being substituted in place of Gayatri Devi. May, 2010 Suit No. 496 of 2010 filed before the District Judge, Jaipur by applicant and another LR for partition of the property and for declearig the succession certificate as null and void. 15.06.2010 Applicant applied to companies for transfer of shares as LR of Jagat Singh/Gayatri Devi. 09/13.07.2010 Companies wrote back to applicant that shares cannot be transferred in her name due to pendency of disputes in the civil court and before the Company Law Board. 31.08.2010 Applicant received the letter from the Company refusing transfer of shares. 21.09.2010 Present application for impleadment filed in Section ill proceedings initiated by Devraj and Lalitya 25.10.2010 Applicant has filed the petitions under Section ill of the Companies Act

13. The Applicant in C.A No. 39/2010 and the Petitioners in C.P Nos. 19/111/2010, 20/111/2010, 21/111/2010 to 22/111/2010 claim that on 29.09.2009, Late Rajmata died intestate leaving behind the following legal heirs:

(a) His Highness Maharaja Bhawani Singh, Step Son.

(b) Maharaj Jai Singh Ji Step Son.

(d) Pnncess Urvashi Devi, Step Grand-daughter of Rajmata Gayatri Devi.

It is darned that on Rajmata's death the entire estate of Late Maharaja Jagat Singh, which was owned by the Rajmata in view of her late son's will dated 23.06.1996 devolved on the above four persons keeping in view disinheritance of the two persons (Maharaj Devraj and Rajkumari Lalitya Kumari) being the petitioners in C.P Nos. 13/111/2009, 14/111/2009, 15/111/2009 and 16/111/2009 who are not entitled to seek transmission of these shares in their favour, as these shares are liable to be divided equally amongst the four legal heirs of Late Rajmata namely Smt. Urvashi Devi, Maharaj Pnthviraj, Maharaj Jai Singh and Maharaja Bhawani Singh as the order dated 19/2/09 in succession Case No. 134/98 is a nullity because before the District Judge passed that order the Hon'ble High Court of Rajasthan at Jaipur had stayed those proceedings and it was in the knowledge of the Judge that the proceedings were stayed and that the other order dated 19.02.2009 in probate case No. 327/06 has not disproved the will and has illegally disposed probate case on the basis of Compromise and even entitling them to ⅓ share each which is beyond the Jurisdiction of the Probate Court.

14. The parties have drawn my attention to the alleged will of Late Maharaj Jagat Singh Ji which reads as under:—

“RAJMAHAL PALACE OFFICE JAIPUR-302001

23/6/96

My dear Mummy,

As you are aware. I have not been keeping too well. I telephoned Devraj and Lalitya but as usual they refused to speak to me. I am very disturbed by the childrens' attitude, no doubt influenced by their mother. I know that Priya will try to grab my property through the children.

Therefore, on my demise, I hereby disinherit my children Devraj and Lalitya from getting/claiming any part of my estate.

I hereby bequeath all my movable and immovable properties and assets to you solely.

My signature is witnessed by the two signatories below.

Love always,”

Signed by Jajat Singh

Signed by Witness

Signed by witness

Rajmata's letter dated 17.05.2006 to the Companies seeking transmission of entire shareholding of her son reads as under:

“17 May, 2006

Jai Mahal Hotel Pvt. Ltd.

8 Community Centre,

Arambagh, Panchkwa Road,

New Delhi

Dear Sirs,

This is to bring to your notice that my son late Maharaj Jagat Singh left behind a will dated 23 June, 1996, wherein his entire estate has been bequeathed to me. Moreover, Devraj Singh and Lalitya Kumari, children of late Maharaj Jagat Singh have been specifically disinherited from getting/claiming any part of his estate.

In view of the above you are requested to transmit all shares standing in the name of late Maharaj Jagat Singh in my favour. A copy of the will dated 23 June, 1996 is enclosed herewith.

Thanking you,

(Rajmata Gayatri Devi of Jaipur)”

My attention was drawn to the Companies' letter dated 03.07.2006 expressing its inability to transmit/transfer of the shares to Rajmata Gayatri Devi in response to her letter dated 17.05.2006 seeking transmission of entire shareholding to herself as per the will dated 23.06.1996 The tetter dated 03.07.2006 reads as under:—

“JAI MAHAL HOTELS PVT. LTD.

RAJMAHAL PALACE OFFICE, JAIPUR-302005 (INDIA)

3 July, 2006

Her Highness Rajmata Gayatri Devi of Jaipur

Flat No. 10,

61, Cadogan Square

LONDON,

Your Highness

We are in receipt of your letter dated 17 May 2006 by which you had sought the transmission of the shares standing in the name of the Late Maharaj Jagat Singh in Your Highness's favour on the basis of his will dated 23 June 1996.

However we understand that there is a controversy regarding Maharaj Jagat Singh's Estate. Under the circumstances Your Highness will appreciate the Company cannot transmit any shares standing in the name of Late Maharaj Jagat Singh to any claimant till production of probate passed by a Court of competent jurisdiction.

We would therefore request Your Highness to kindly bear with us until such time as the necessary formalities have been completed.

Your faithfully,

For Jai Mahal Hotels Pvt. Ltd. (DIRECTOR)

C. Her Highness Rajmata Gayatri Devi of Jaipur

The Lily Pool

Sawai Man Singh Road

Jaipur-302005

Registered Office:

3. Community Centre, Arambagh Ranch Kuala road, New Delhi-110058”

The Companies response to the request of Rajkumar Devraj and Rajkumari Lalitya (through counsel) for transmission/transfer of shares reads as under:—

“JAI MAHAL HOTELS Pvt. LTD.

RAJMAHAL PALACE OFFICE, JAIPUR-302005 (INDIA)

REGISTERED A/D/COURIER

3 September 2009.

Malhotra Associates

Solicitors & Advocates

256, Lawyers' Chamber

High Court

New Delhi-110 003

Sub: Transmission/Transfer of Shares

Dear Sirs,

Further to our tetter dated 17 August 2009 I am directed to inform you that the application for transmission/transfer/split of shares of Late Maharaj Jagat Singh is not in accordance with the provisions/rules of the Companies Act, 1956. Therefore please arrange to have the same sent in terms of the provisions/rules of the aforesaid Act for further necessary action.

Thanking you,

Yours faithfully,

For Jai Mahal Hotels Pvt. Ltd.

Authorised Signatory

Registered Office:

3. Community Centre, Arambagh Panch Kuaia road, New Delhi-110058”

My attention was also drawn to the Companies letter dated 9/13/7/2010 to Rajkumari Urvashi Devi which reads as under:—

“Madam,

We are in receipt of your letter dated 15.06.2010 by which you had sought the transfer/transmission of the shares standing in the name of the Late Maharaj Jagat Singh in your favour in equal proportion.

A similar request was made by the Late Rajmata Gayatri Devi on 17.05.2006, which was declined by the company by communication 03.07.2006 However, there is a serious dispute and controversy regarding the Late Maharaj Jagat Singh's estate. There is also a stay order passed by the Hon'ble Company Law Board dated 25.09.2008 directing the company to maintain status quo in respect of shares before in the company.

Moreover, an application under Section 111 of the Companies Act being Company Petition No. 13 to 16/111/2009 for transmission of shares have been filed by Rajkumar Devraj and Rajkumari Lalitya praying for transmission of shares standing in the name of the Late Maharaj Jagat Singh in then favour. The same is pending adjudication before the Hon'ble Company Law Board.

In view of the above, you would appreciate that the company cannot transmit any shares standing in the name of Late Maharaj Jagat Singh to any Claimants till the disputes pending before the various forums are adjudicated and till such time that the legal hens of the Late Maharaj Jagat Singh are identified.

We would, therefore, request you to kindly bear with us until such time as the disputes are adjudicated.

Yours faithfully,

For Jai Mahal Hotels Pvt. Ltd.

Director”

Order dated 1902.2009, of District and Session Judge Jaipur City, Jaipur in Case No. 134/98 reads as under:—

On behalf of Petitioner Rajmata Gayatri Devi, Sh. G.K Garg, on behalf of Applicant Nos. 2 & 3 Sh. D.K Malhotra Advocate present, for Sh Bhawani Singh, Sh. Ramesh Sharma Advocate is present.

On behalf of Applicant Rajmata Gayatri Devir Sh. Vijay Singh Sharma Advocate filed vakaiatnama.

On behalf of Petitioner Devra) one application of Compromise and copy of settlement was filed on 07.02.2009 and the original settlement has been filed today. On behalf of Petitioner Rajmata Gayatri Devi today a Reply to the same has been filed, in which she has submitted for acceptance of the prayer of Sh. Devraj and has admitted the compromise & Settlement dated 14.11.2008 arrived between the parties. According to the reply, keeping in view the compromise/settlement, the petitioner does not press her probate petition, which may be disposed.

Sh. G.K Garg, Advocate, present on behalf of petitioner, seeks permission to withdraw his vakaiatnama, which is granted to him.

In this regard Petitioner Rajamata Gayatri was examined before commissioner on dated 26,4,2005, in which has admitted the shares in the properties of Late Maharaj Jagat Singh of herself, of her grandson Rajkumar Devraj and of granddaughter Rajkumari Lalitya to the extent of ⅓-⅓ equally.

I have considered the settlement dated 14.11.2008 between the parties and also the application. In the settlement 1 party is Rajmata Gayatri Devi and 2 party are Maharaj Deveraj & Rajkumari Lalitya. It has been settled between the parties that they are ready to divide the estate of Late Maharaj Jagat Singh amongst themselves equally in ⅓ share each and Rajmata Gayatri Devi does not claim any relief/claim/probate of the disputed will dated 23.06.1996 Keeping in view the settlement arrived between the parties. It is ordered that on filing of by all three Applicants in accordance to the rule judical fee to extent of their ⅓-⅓ share in the estate mentioned in the petition Succession certificate be issued on their favour to extent of ⅓-⅓ share each.

Distrlct & Sessions Judge Jaipur City, Jaipur

Order dated 19.02.2009 in Case No. 327/06 reads as under:—

Rajmata Gayatri Devi Miscell 327/06 19.2.2009

On behalf of Petitioner Rajmata Gayatri Devi Sh. G.K Garg, on behalf of R-2 & 3 Sh. D.K Malhotra, Advocate present.

On behalf of Petitioner Rajmata Gayatri Devi, Sh. Vijay Sharma, Advocate filed vakaiatnama.

On behalf of Respondent Devraj one application of Compromise and copy of settlement was filed on 07.02.2009 On behalf of Petitioner Rajmata Gayatri Devi today a reply to the same has been filed, in which she has submitted for acceptance of the prayer of Sh. Devraj and has admitted the compromise & Settlement dated 14.11.2008 arrived between the parties. According to reply keeping in view the compromise/settlement, petitioner does not press the petition for grant of letter of administration which may be disposed.

Sh. G.K Garg, Advocate, present on behalf of petitioner, seeks permission to withdraw his vakaiatnama, which is granted to him.

I have considered the settlement dated 14.11.2008 between the parties and also the application, in the settlement 1 party is Rajmata Gayabi Devi and 2 party are Maharaj Devraj & Rajkumari Lalitya. It has been settled between the parties that they are ready to divide amongst themselves the estate of late Maharaj Jagat Singh equally in ⅓ share each and Rajmata Gayatri Devi does not claim any relief/claim/probate of the disputed will dated 23.6.96 In view of the settlement between the parties the petition no. 327/2006 regarding letter of administration is hereby dismissed consigned to record room.

Distnct & Sessions Judge

Jaipur City, Jaipur

Further my attention was drawn to the order dated 03.11.2010 and 22.11.2010

IN THE HIGH COURT OF JUDICATURE FOR RAJASTHAN AT JAIPUR BENCH, JAIPUR

S.B CIVIL WRIT PETITION NO. 7524/2008 WHICH READ AS UNDER:

“S.B CIVIL Writ Petition No. 7524/2008

Date of order: 3 November, 2010

HON'BLE MR. JUSTICE MAHESH BHAGWATI

Mr. G.K Garg, for the petitioner.

Mr. M.M Ranjan, for the respondent.

It has emerged from the submissions made by the learned counsel for the respondent that the application of letter of administration has been adjudicated by the District judge by way of compromise. There was one more application pending for the consolidation of the application of tetter of administration and application for grant of succession certificate which stood dismissed. Aggrieved with that order, the petitioner fried the instant writ petition.

Deputy Registrar (Judicial) is directed to obtain the report from the District Judge, Jaipur City, Jaipur as to whether he or she has adjudicated the application of letter of administration and the application of grant of succession certificate despite the following order of this Court:

“It is directed that further proceedings of Succession Case No. 134/1998, pending in the Court of District Judge, Jaipur City, Jaipur shall remain stayed till further orders.”

Learned District Judge, Jaipur City, Jaipur may be directed to send the report within a week's time.

List this case on 12.11.2010

(MAHESH BHAGWATI)”

Further, my attention was drawn to order dated 22.11.2010 which reads as under:—

“S.B Civil Writ Petition No. 7524/2008

Rajmata Gayatri Devi v. D.J Jaipur Cityr Jaipur

Dated 22.11.2010

Hon'ble Mr. Mahesh Bhagwati, J.

Mr. G.K Garg, for the Petitioner.

Mr. M.M Ranjan for the Respondents.

Pursuant to the order dated November, 2010 passed by this Court the District Judge, Jaipur City, Jaipur is found to have sent the report as desired but the same was not received in time and placed on file. When the report was not found to have been received from the District Judge, Jaipur City, Jaipur, this Court directed the District Judge to appear in person and submit the desired report. Today, the District Judge, Jaipur City, Jaipur has expressed her inability to appear in person for her personal reasons. Personal appearance of the District Judge, Jaipur City, Jaipur is exempted for the reasons mentioned in the application.

From the perusal of report dated 10 November, 2010, it is noticed that the stay order dated 20 August, 2008 passed by this Court was received by the District Judge and the same was placed on file. A perusal of the report further reveals that on 19th February, 2009 a compound petition was filed before Mr. Shared Chandra Shrostriya, the then District Judge and he, despite the stay order, issued a succession certificate on 8th May, 2009.

The reply seems to be incomplete. Hence, the original file relating to suit No. 134/1998 be sent for from the Court of District Judge, Jaipur City, Jaipur.

List on 29.11.2010

(MAHESH BHAGWATI)”

High Courts recent order dated 18.01.2011 in S.B Civil Writ Petition No. 7524/08 reads as under:—

“The Matter has come up on applications.

Since petitioner Rajmata Gayatri Devi is no more, applications have been filed to take legal heirs on record. In one application, R-2 and 3 have claimed themselves to be legal heirs being grand-son and grand-daughter. The application so filed is not opposed by other party, hence, it is allowed treating R-2 and 3 to be legal heirs of late Rajmata Gayatri Devi.

Another application has been filed by Jay Singh, Pnthviraj Singh and Urvashi Devi.

The prayer made therem in two fold. One is for impleadment and another is to treat them to be legal representatives of Rajmata Gayatri Devi.

Learned Counsel Mr. M.M Ranjan, appearing for Lalitya and Devraj has contested the application stating that the applicants are not legal heirs of Late Rajmata Gayatri Devi.

I have considered the submissions made by teamed counsel.

In the applications so preferred by Jay Singh, Prithviraj and Urvashi Devi, they have not claimed themselves to be legal heirs but prayed for taking them to be legal representatives. Without going much in the controversy in regard to relationship of the applicants viz-a-viz late Rajmata Gayatri Devi, which can be decided in the appropriate proceedings. I deem it proper to allow the applications for their impleadment as a party to this litigation.

After acceptance of the application, both the parties prayed foe final hearing of the case. Accordingly, matter was heard finally.

It is a case where writ petition was filed against the order dated 07-07-2008, rejecting the application for consolidation of two suits filed Late Rajmata Gayatri Devi.

First suit was filed by Late Gayatri Devi for seeking succession certificate on death of her son Late Jagat Singh. The other suit was filed for seeking letter of administration based on “will” executed by him.

It is submitted by learned counsel Mr. Ranjan that both the suits have already been disposed of in view of the settlement between the parties therein thus writ petition has become infructuous. The question of consolidation of suits cannot be decided now.

Mr. G.K Garg, teamed counsel, on the other hand submits that suits were disposed of by the Court below ignoring the Interim order dated 28.08.2008, passed by this Court in Succession Case No. 134/1998, thus the order passed in the aforesaid suits be declared as nullity.

I have considered the submissions made by teamed counsel for parties.

Since the writ petition is against the order dated 07.07.2008, denying consolidation of two suits and now suits are not pending, the writ petition is rendered infrucfcuous.

The only grievance of Mr. Garg is that when further proceedings in Succession Case No. 134/1998 was stayed by this court, the order of disposal of suits be treated as nullity.

The aforesaid issue cannot be taken up in this writ petition where challenge is to the order dated 07.07.2008 only. Thus the applicants represented by Mr. Garg is given liberty to take appropriate legal recourse if they are so aggrieved by the disposal of case no. 134/1998 by the Court below.

(B.N Bhandari), J.”

Further High Court's order dated 17.02.2011 In D.B Civil Special Appeal (W) No. 253/2011 reads as under:—

Prathviraj v. District Judge, Jaipur City

HON'BLE THE CHIEF JUSTICE MR. ARUN MISHRA

HON'BLE MR. JUSTICE RAGHUVENDRA S. RATHORE

Ms. Anita Agrawal & Mr. Laxmikant, for appellants.

Heard on the question of admission.

The writ petition was filed before the Single Bench as against the order dated 77.2008 Since the suits were no more pending, therefore, the petition has been rendered infructuous.

Since the writ petition was filed as against the interlocutory order passed in a civil suit, this intra-court appeal cannot be said to be maintainable in view of decision of this court in Sukh Dev v. Prakash Chandra (2010 (2) WLC (Raj.) 500) and DB Special Appeal (Writ) No. 929/06, Dharam Chand v. Kishan Gopal Decided on 19.11.2010, Apart from that, we find from the order impugned that liberty has been granted to the appellants to take appropriate legal recourse if they are so aggrieved by disposal of the case by the court below.

Consequently, the appeal stands dismissed as not maintainable. Stay application also stands dismissed.

(RAGHUVENDRA S. RATHORE), J.(ARIN MISHRA), C.J

15. The Respondent Companies' case has consistently been that there is a serious dispute and controversy regarding the Late Maharaj Jagat Singh's estate. The Petitioners i.e Maharaj Devraj and Rajkumari Lalitya are not the legal heirs of the Late Maharaj Jagat Singh. In the impleadment Application No. 39/10 the Applicant namely Rajkumari Urvashi and further in petition Nos. 19/111/10, 20/111/10, 21/111/10 and 22/111/10 Rajkumari Urvashi, Maharaj Jai Singh, and Maharaj Pnthviraj have claimed to be the legal heirs of the Late Maharaj Jagat Singh along with Maharaja Bhawani Singh Ji. Thus at present there are two groups which are claiming to be entitled to the estate of Late Maharaj Jagat Singh as follows:—

First Group: Second Group: a. Mahanrj Devraj; Petitioners is C.P Nos. 13, 14, 15 & of 2009 a. Rajkumari Urvasi Devi, grand-daughter of Rajmata Gayatri Devi. Applicant in C.A no. 39/10 b. Rajkumari Lalitya b. Maharaja Prithviraj Ji C. Late Rajmata Gayatri Devi C. Maharaj Jai Singh Ji along with his Hightness Maharaj Bhawani Singh ji, the sons of Late Rajmata Gayatri Devi. The petitioner in C.P No. 19, 20, 21 & 22/2010 Claming ⅓rd each Claming ¼th each

16. The first group claims that the will left behind by the Late Maharaj Jagat Singh was forged and fabricated and at the same time claims that the Late Maharaj Jagat Singh died intestate. The first group further daims that they entered into a compromise with the Rajmata Gayatri Devi a few months before her death. This group also claims that a compromise decree was passed by the District Judge on 19.02.2009 whereby the entire estate of the Late Maharaj Jagat Singh now comes to Dev Raj & Lalitya Kumari (as Rajmata has gifted and transferred her ⅓ share jointly to them).

17. The second group has contended that the will left by the Late Maharaj Jagat Singh was absolutely true and correct and the same has not been disproved by any Court of law. The Probate Court could not have recorded any compromise and had derelicted in its duty in passing the order dated 19.02.2009, which was a nullity due to various reasons. In this view of the matter the estate of the Late Maharaj Jagat Singh particularly shares in question, could not have been transmitted and transferred to the first group. The second group further claims that since the Late Rajmata Gayatri Devi died intestate on 29.09.2009 (the first group claims that the Rajmata has left a Will), they are the true legal heirs of the Late Rajmata with regard to the estate of Late Jagat Singh which had come to the Rajmata as per the will dated 23.06.96

18. Further, the Respondent Companies' case is that it is a matter of fact that the Late Maharaj Jagat Singh died leaving behind a will dated 23.06.1996 by which he disinherited his children i.e the Petitioners and bequeathed his entire property to his mother the Late Rajmata Gayatri Devi. The existence of the will is not in question. However, the Petitioners (Maharaj Devraj and Rajkumari Lalitya) have disputed the authenticity of the will. The validity and the authenticity of the will has not yet been determined by any Court and the matter is pending before the District Judge, Jaipur. The Petitioners mainly claim their rights to a axnpromise entered into among them and the Late Rajmata, which was followed by a Compromise Decree dated 19.02.2009 However, the alleged compromise was null and void since the Late Rajmata could not have given any part of the estate of the Late Maharaj Jagat Singh to the Petitioners when the bitter were specifically disinherited Further, the order dated 19.02.2009 itself was null and void in view of a stay order having been passed by a superior court i.e the High Court of Rajasthan at Jaipur. The Late Rajmata Gayatri Devi died on 29.09.2009 Apart from the compromise entered into by the Petitioners with the Late Rajmata being null and void ab initio, a suit is pending at present before the District Judge, Jaipur being Suit No. 496 of 2010 in which all these issues have been raised and is under adjudication. Thus at present there are two groups which are claiming to be entitled to the estate of the Late Maharaj Jagat Singh

19. It was pointed out by the counsel for the Respondent Companies that a similar request was made by the Late Rajmata Gayatri Devi on 17.05.2006, which was declined by the Companies by communication dated 3.07.2006, However, there is a serious dispute and controversy regarding the Late Maharaj Jagat Singh's estate. There is also a stay order passed by the Hon'ble Company Law Board dated 25.09.2006 directing the Companies to maintain status quo in respect of shares held in the Company. The Respondent Companies have intimated Smt. Urvashi Devi that petitions under Section 111 of the Companies Act being Company Petition Nos. 13 to 16/111/2009 for transmission of shares have been filed by Rajkumar Devraj and Rajkumari Lalitya praying for transmission of shares standing in the name of the Late Maharaj Jagat Singh in their favour, the same are pending adjudication before the Company Law Board. The Respondents Companies in C.P Nos. 13 to 16 have stated that the application for impleadment filed by the Applicant are all admitted since they are correct in fact and in law. The legal issues involved are correct, however, the final determination is yet awaited in the various matters pending before the District Judge, Jaipur and the High Court of Rajasthan at Jaipur.

20. The Respondent Companies case further is that Prima facie, in their view the contentions of the second group are correct and tenable in law. The first group has deserted their father, the In re Maharaj Jagat Singh, went to Thailand, became Thailand's nationals and have only now come several years after the death of their Late father to grab his properties to which they were specifically disinherited. In law, the will exists as of today and has not been disproved by any Court. The compromise entered into by the first group with the Late Rajmata was illegal in law and the order dated 19.02.2009 passed by the District Judge was null and void ab initio. However, all these issues regarding Inheritance and entitlement are pending both before the Hon'ble High Court of Rajasthan at Jaipur and before the District Judge, Jaipur, Further, it has been argued that it would be appropriate to await the final decisions. The matters in issue and dispute are complex in nature and can only be determined by the competent Civil Courts and the Hon'ble High Court. The present Company Petitions in any event deserve to be dismissed in view of the complex matters of fact and law Involved, the peculiar circumstances of the case, pendency of issues of inheritance and entitlement to the estate of the Late Maharaj Jagat Singh and the Late Rajmata Gayatri Devi before the District Judge, Jaipur and the High Court of Rajasthan at Jaipur.

21. In the above view of the matter the Companies have reiterated that it correctly expressed its inability to transmit any shares standing in the name of Late Maharaj Jagat Singh to any claimants till the disputes pending before the various fora are adjudicated and till such time the legal heirs of Late Maharaj Jagat Singh are identified.

22. The Respondent Companies relied upon a plethora of case laws to support its contentions that the order dated 19.02.2009 is a nullity; the will dated 23.06.1996 is not proved or disproved as yet, the probate proceedings could not have been compromised in fact and in law; the Petitioners' (Devraj & Lalitya's) entire case is based on falsehood. Late Maharaj Jagat Singh did not do intestate as learned by the Petitioners, on this ground atone the petitions Nos. 13 to 16 deserve to be dismissed, an order of rectification is sought by misleading the CLB; the Respondent Companies in the facts and circumstances of these cases are justified in not transmitting/transferring the shares of Late Maharaj Jagat Singh to the both groups of the Petitioners as their entitlement ts disputed; the issues regarding inheritance and entitlement are pending before the Hon'ble High Court of Rajasthan at Jaipur and before the District Judge, Jaipur, hence the CLB having summary jurisdiction has no jurisdiction to decide the disputed claims and interests by reason of as complexity, the matter can more conveniently be decided in a suit the entitlement to shares admittedly being disputed, the CLB has no jurisdiction to direct rectification of register of members to enter the name of the Petitioners in the Register, alongwith of one group of Petitioners prayer would result in consequential denial of the other group of Petitioners and to decide as to which group of Petitioners is entitled to the shareholding, the CLB is not the forum which can decide this.

23. Shri U.K Chaudhary, counsel for the Respondent Companies, to support the contention that order dated 19.02.2009 is a nullity placed reliance on para 8 of Mulraj v. Murti Raghonathji Maharaj [AIR 1967 SC 1386] which reads as under:—

“We are of opinion that the view taken in Bessesswari Chowdhurany case is the correct one. An order of stay in an execution matter is in our opinion in the nature of a prohibitory order and is addressed to the court that is carrying out execution. It is not of the same nature as an order allowing an appeal and quashing execution proceedings. That kind of order takes effect immediately it is passed, for such an order takes away the very jurisdiction of the court executing the decree as there is nothing left to execute thereafter. But a mere order of stay of execution does not take away the jurisdiction of the court. As that it does is to prohibit the court from proceeding with the execution further, and the court unless it knows of the order cannot be expected to carry it out. Therefore, till the order comes to the knowledge of the court its jurisdiction to carry on execution ts not affected by a stay order which must in the very nature of things be treated to be a prohibitory order directing the executing court which continues to have jurisdiction to stay its hand till further orders. It is dear that as soon as a stay order is withdrawn, the executing court ts entitled to carry on execution and there is no question of fresh conferment of jurisdiction by the fact that the stay order has been withdrawn. The jurisdiction of the court is there all along. The only effect of the stay order is to prohibit the executing court from proceeding further and that can only take effect when the executing court has knowledge of the order. The executing court may have knowledge of the order on the order being communicated to it by the court passing the stay order or the executing court may be informed of the order by one party or the other with an affidavit in support of the information or in any other way. As soon therefore as the executing court has come to know of the order either by communication from the court passing the stay order or by an affidavit from one party or the other or in any other way the executing court cannot proceed further and if it does so it acts illegally. There can be no doubt that no a ebon for contempt can be taken against an executing court, if it carries on execution in ignorance of the order of stay and this shows the necessity of the knowledge of the executing court before its jurisdiction can be affected by the order. In effect therefore a stay order ts more or less in the same position as an order of injunction with one difference. An order of injunction is generally issued to a party and it is forbidden from doing certain acts. It is well settled that in such a case the party must have knowledge of the injunction order before it could be penalised for disobeying it Further it is equally well settled that the injunction order not being addressed to the court, if the court proceeds in contravention of the injunction order, the proceedings are not a nullity. In the case of a stay order, as it is addressed to the court and prohibits it from proceeding further, as soon as the court has knowledge of the order it is bound to obey it and if it does not, it ads illegally, and all proceedings taken after the knowledge of the order would be a nullity. That in our opinion is the only difference between an order of injunction to a party and an order of stay to a court. In both cases knowledge of the party concerned or of the court is necessary before the prohibition takes effect Take the case where a stay order has been passed but it is never brought to the notice of the court, and the court carries on proceedings in ignorance thereof. It can hardly be said that the court has lost jurisdiction because of some order of which has no knowledge. This to our mind clearly follows from the words of Order 41 Rule 5 of the Code of Civil Procedure which clearly fays down that mere filling of an appeal does not operate as stay of proceedings in execution, but the has the power to stay the execution. Obviously when the orders stay execution the order can have effect only when it is made known to the executing court we cannot agree that an order staying execution is similar to an order allowing an appeal and Quashing execution proceedings. In the case where the execution proceeding is quashed, the order takes effect immediately and there is nothing left to execute. But where a stay order is passed, execution still stands and can go on unless the court executing the decree has knowledge of the stay order. It is only when the executing court has knowledge of the stay order that the court must stay its hands and anything it does thereafter would be a nullity so long as the Stay order is in forced.”

Further, reliance was placed on para 15 & 16 of Motiram Roshanlal Coal Co. (P.) Ltd. v. District Committee [AIR 1962 Pat 357] which read as under:—

“15. It is well-settled that an order by a superior Court staying further proceedings in the Court below becomes operative the moment it is made and not after its communication to the sub-ordinate Court. Where, therefore, an order es made try the superior Court, be it the or the revisional Court, staying further proceedings in a case in the Court below, subordinate to it, it suspends the power of the lower Court to conbnue, the proceedings in such a case. If, in spite of the stay of further proceedings in the Court below by the superior Court some order is passed by the Court below, in violation of the stay order in operation, such an order is without Jurisdiction.

16. In the instant case, on the facts stated before, the Court below knew of the stay order passed by this Court and its attention was also drawn to that fact, but, in spite of having knowledge of the same. It issued a commission, as prayed for by defendants 2 to 5, which obviously it could not do when the stay order was in force. For these reasons, the order of the Court below issuing commission on 5-8-1961 must be set aside. This application also, therefore, succeeds and is allowed, and the rule is made absolute, and the impugned order of the Court below is set aside.”

Reliance was also placed on paras 8 & 9 of Mohd, Burhanudin v. Savitri Bai [AIR 1975 AP 168] which read as under:—

“8. Then the question is what is the effect of the orders passed by the Executing Court from that time onwards, Despite the fact that the Advocatefiledan affidavit and thus the Court gained knowledge of the orders of stay passed by the Appellate Court it vacated the stay it itself had granted on 30 of May, 1972. And then proceeded to direct possession to the decree-holder and withdrawal of costs. If the Executing Court proceeds, with execution despite its due knowledge of the order of stay passed by the Appellate Court, at the proceedings taken after the knowledge of the order would be a nullity. Once again I am supported by the decision of the Supreme Court in MANU/SC/0338/1967 : [1967] 3 SCR 84] This is what Wanchoo, J. (as he then was) speaking for the Court observed at p. 1389:—

“In the case of a stay order, as it is addressed to the Court and prohibits it from proceeding further, as soon as the court has knowledge of the order, it is bound to obey it and if it does not, it acts illegally, and all proceedings taken after the knowledge of the order would be a nullity.”

9. I must therefore hold that the order vacating stay passed on 17.8.1972 after gaining knowledge of the Appellate Court's order of stay and the order dated 20 of July, 1972, dismissing E.A 22 of 1972 are nullities. So, until the orders of stay passed remain, the position as per that order shall continue. E.A 22/1972 is therefore ordered subject to the result of the stay orders that will be ultimately passed by the Appellate Court, viz., the District Court of Allahabad.”

24. Shri U.K Chaudhary, counsel for the Respondents drawing my attention to the Case Law on Construction of will contended, without prejudice to the Preliminary Objection that the CLB had no Jurisdiction in this matter, that the will dated 23.06.1996 has dearly disinherited Devraj and Lalitya from the estate of Late Maharaj Jagat Singh, and once disinherited always disinherited, they cannot get these shares directly or indirectly through Late Rajmata Gayatri Devi. Reliance was placed on the Case of Venkatadri Appa Rao v. Parthasarathi Appa Rao [(1925) 27 BOMLR 823] which at para 28 roads as under:—

“Para 28. The rules for the construction of the will are perfectly plain and clear.

Duty of the court expounding the Will.

In Roddy v. Fitzgerald, (1858) 6 H.L.C 823 Lord Wenslaydale, in referring to the rules far the construction of will, said:—

These rules are perfectly plain and clear. The first duty of the court expounding the will is to ascertain what is the meaning of the words used by the testator. It is very often said that the Intention of the testator is to be the guide, but that expression is capable of being misunderstood, and may lead to a speculation as to what the testator may be supposed to have intended to write, whereas the only and proper inquiry is, what is the meaning of that which he has actually written. That which he has written is to be construed by every part being taken into confederation according to its grammatical construction and the ordinary acceptation of the words used, with the assistance of such parol evidence of the surrounding circumstances as is admissible, to place the Court in the position of the testator.”

It was argued that the rules of construction of will are embodied in Sections 82, 83, 85 and 87 of the Indian Succession Act, 1925. Section 82 of the Act requires that the meaning of any clause in a will is to be collected from the entire instrument, and all its parts are to be construed with reference to each other. It is the duty of the Court of construction to give effect as much as to the will as possible u/s. 87 of the Act. It is emphasized at pages 990 and 1080 in paragraphs 1499 and 1611 of vol. 39 of Halsbury's Laws of England that “the will should be so construed that every word should have effect” Further, “where the rule is not adhered to its application would defeat the intention of the testator as collected from the context of the whole Raghbir Singh & Others… v. Budh Singh Etc…S. [AIR 1978 Delhi 86] refers].

My Attention was invited to Sections 69, 72, 73 of the Indian Succession Act which read as under:—

a. “69. The meaning of any clause in a will is to be collected from the entire instrument, and all its parts are to be construed with reference to each other.…..”

“72. No part of a will is to be rejected as destitute of meaning if it is possible to reasonable construction upon it.”

“73. If the same words occur in different part of the same Will, they must be taken to have been used everywhere in the same sense, unless there appears an intention to the contrary.”

Further, it is was contented that it is one of the cardinal principles of construction of wills that to the extent that it is legally possible effect should be given to every disposition contained in the win unless the law prevents effect being given to it Of course, if there are two repugnant provisions conferring successive interests, if the first interest created is valid the subsequent interest cannot take effect but a Court of construction will proceed to the farthest extent to avoid repugnancy, so that effect could be given as far as passable to every testamentary intention contained in the will. (Ramachandra Shenoy v. Mrs. Hilda Brite [(1964) 2 SCR 722] refers].

Further, the Counsel for the Respondents contended that:

“The overriding duty of a Court of Construction is to construe the language which the testatrix has in fact employed, giving due weight to all the words used, and rejecting none to which a meaning can reasonably be assigned” [Jeannette Robinson Belyea v. Samuel A. McBride [AIR 1943 PC 43] refers].

“As laid down by Section 82, Succession Act, the meaning of any clause in a will is to be collected from the entire instrument, and all the parts of a will are to be construed with reference to each other and so as, it possible, to farm one consistent whole. Where it is not possible to reconcile all the parts, the latter must prevail” (Kunwar) Rameshwar Bakhsh Singh v. (Thakuram) Balraj Kuar [AIR 1935 PC 187] refers].

“In construing a document whether in English or in vernacular the fundamental rule is to ascertain me intention from the words used; the surrounding circumstances are to be considered, but that is only for the purpose of finding out the intended meaning of the words which have actually been employed [vide Rajendra Prasad v. Gopal Prasad, 57 IA 296]” (Ram Gopal v. Nand Lal [AIR 1951 SC 139] refers).

“If the testator was to ‘Will’ the property in terms of the succession Act then there would never arise any question of executing a ‘Will’; The very idea of bequeathing the property by way of a ‘Will’ is to deprive the other natural heirs and this is permissible under law; [Mathew Jacob v. Ms. Satestine Jacob [1998 IIDA Delhi 439] refers)”.

It was argued that an intention contrary to that which is imputed to the testator cannot be supposed:

“Re Smith (3), re Cory (4) and re Riley's will Trusts (5), are other instructive cases where words have been supplied by Courts because of “so strong a probability of intention, that an intention contrary to that which is imputed to the testator cannot be supposed”. [Pramod Kumari Bhatia v. Om Prakash Bhatia ((1980) 1 SCC 412 : 1980 AIR 446 1980 SCR (2) 53] refers].

Further, it was argued that a will has to be read as a whole:

“It is very strongly contended by Mr. Mani, the learned counsel for the defendant appellants, that the will has to be read as a whole and the absence of the specific words that the shop was being bequeathed to the first defendant is not of much importance when we find that this indeed was the manifest intention of the testator. This proposition cannot be disputed and as observed by Lord Esher Master of the Rolls, in In re Harrison Turner v. Hellard, (1885) 30 Ch. D. 390.

“There is one rule of construction, which to my mind is a golden rule, viz. That when a testator has executed a will in solemn form you must assume that he did not intend to make it a solemn farce, that he did not Intend to the intestate when he has gone through the form of making a will (The will) may be read in such a way as not to amount to a solemn farce”. [Nathu v. Devi Singh [AIR 1966 P & H 266] refers)

25. Shri U.K Chaudhary further argued that in probate proceedings will is to be proved or disproved but in the present case it was neither proved nor disproved. Further, it was contended that for proving or disproving of will the consent of the parties is not required. Probate order is an order in rem. But in the present Case probate proceedings were disposed of on the consent of the parties. To show as to how will is to be proved or disproved reliance was placed on the Case Law wherein the relevant extracts read as under:—

“16. The mode of proving a will does not ordinarily differ from that of proving any other document except as to the special requirement of attestation prescribed in the case of a will by S. 63 of the Indian Succession Act the onus of proving the will is on the propounder and in the absence of suspicious circumstances surrounding the execution of the will, proof of testamentary capacity and the signature of the testator as required by law is sufficient to discharge the onus. Where however, there are suspicious circumstances, the onus is on the propounder to explain them to the satisfaction of the court before the court accepts the will as genuine. Where the coveter alleges undue influence, fraud and coercion, the onus is on him to prove the same. Even where there are no such pleas but the circumstances give rise to doubts, it is for the propounder to satisfy the conscience of the Court. The suspicious circumstances may be as to the genuineness of the signature of the testator, the condition of the testator's mind, the dispositions made in the will being unnatural Improbable or unfair in the light of relevant circumstances or there might be other indications in the will to show that the testator's mind was not free. In such a case the Court would naturally expect that all legitimate suspicion should be completely removed before the document is accepted as the last will of the testator. If the propounded himself takes part in the execution of the will which confers a substantial benefit on him, that is also a circumstance to be taken into account, and the propounder is required to remove the doubts by dear and satisfactory evidence. If the propounder succeeds in removing the suspicious circumstances the court would grant probate, even if the will might be unnatural and might at off wholy or in part near relations.” [Khazan Singh v. State etc. refers].

26. Shri U.K Chaudhary contended that:

“May be the court had such a power. But, on the materials available, the court in its discretion can decline to do so once it thought that the question was to be settled elsewhere and the grave question of the status of the applicants before him could not and should not summarily be decided [Smt. Vijay Laxmi v. Smt. K. Simadralan @ Simadratan [AIR 2005 Jhar 8], (2004 (2) JCR 641 (Jha)] refers].

“5. No right as executor or legatee can be established in any Court of Justice, unless a Court of competent jurisdiction shall have granted probate of the will under which the night is claimed or shall have granted letters of administration.” (S. Parthasarathy Aiyar v. M. Subbaroya Gramany [AIR 1924 Mad 67] refers).

27. Relying on the case of Bishunath Rai v. Sarju Rai [AIR 1931 All 745] Shri Chaudhary argued that:

“3. In the first place, it is quite dear that as a proceeding in a contested case will result in a judgment in rem the Court cannot act merely upon the consent of the parties before it so as to shut out an inquiry into the genuineness and due execution of the will itself. The main issue before the Court is the question of the proof of the valid execution of the will and other matters are outside that inquiry. The Court has to be satisfied as to his issue before it grants probate and it is wholly immaterial whether the parties desire to compromise their dispute or not…

7. The form of probate which is prescribed in Schedule 6 attached to the Succession Act does not admit of the incorporation of private terms like the division of the estate of the testator and the putting of each party into separate possession of it we think that the learned Judge was right is not allowing the private compromise to be embodied in the probate or in the order of the Court. The appeal is accordingly dismissed with costs.”

Further, it was contended that:

“An objection was taken on behalf of the sons of the first wife that the previous application for Probate having been withdrawn the executors were precluded by the provisions of Order XXIII, Rule 1, of the Code of Civil Procedure from again applying for Probate it is well settled by authority that an application for Probate cannot legally be disposed of by a compromise. The law imposes on the Court itself the duty of determining whether the will is genuine or not.

It is the duty of an applicant for probate to obtain the opinion of the Court upon the genuineness or otherwise of the will. He fails in his duty if he does not obtain the finding of the Court on the will; that being so, it is clear that the farther provisions in Order XXIII, Rule 1, to the effect that if a plaintiff withdraws from a suit, he shall be precluded from instituting any fresh suit in respect of the same subject-matter, also does not apply. It is clearly undesirable that if any executor does improperly withdraw an application for Probate, he should be precluded from again undertaking the discharge of his duty in obtaining the finding of the Court on the genuineness of the will. I would accordingly allow this appeal, set aside the judgment and order of the learned Judicial Commissioner and remand the case to him for a fresh-decision. I am not prepared to express any opinion as to whether the parties will or will not be bound inter se by the petition of compromise which they filed. In so far as the disposal of the assets is concerned; but that has nothing to do with the question whether the will is genuine or not, and upon that question the learned Judicial Commissioner must express an opinion. (Jugeshwar Nath Sahai v. Jagatdhari Prasad [6 Ind Cas 345] refers)”.

Further, it was contended that:

“8. In a proceeding for the probate of a will the will must be duly prosed either in common form or per testes; if the proceeding is contentions, as it is in the present case, it must be proved in solemn form. The consent of parties that probate should be granted cannot give validly to a grant of probate, as no grant can be valid, unless-the will be proved in some from and, the. Judge be in a position to pronounce that it is proved and registered before him, as indicated by the form of the grant given in Section 76 of Act Y of 1881.

We, therefore, think that no grant of probate an be made merely on the consent of parties. The only issue in a probate proceeding relates to the genuineness and due execution of the will, and it is exclusively the province of the Judge to come to a decision on this issue on the evidence produced before him. The Court must itself be satisfied by admissible evidence that a will propounded is the will of the testator. The parties in a contentious proceeding cannot arrogate to themselves the function of deciding the, issue by agreement or compromise, especially when the next-of-kin and the persons beneficially interested are not parties to the agreement. We think that though a contentious proceeding for a probate takes under section 83 of the Act as nearly as may be, the form of a suit, an agreement or compromise as regards this issue its effect is to exclude evidence in proof of the will is not lawful within the meaning of Section 875 of the Code of Oil Procedure, when the Court has not an opportunity of judging for itself whether the will is the will of the deceased person and to what extent the rights of the parties will be affected, if the agreement be allowed to be made a rule of Court.” (Monmohini Guha v. Chandra Das [(1904) ILR 31 Cal 357] refers).

28. Shri U.K Chaudhary relying on the case of Sushila Bala Saha… v. Saraswati Mondal…. [AIR 1991 Cal 166] contended that probate Court cannot go into the question of title:

“15. We have considered the respective submissions of the parties. It is now well known proposition of law that probate court cannot go into the question of title and it is a function of the probate court to see in the probate proceedings whether the will has been duty executed, whether the testator at the relevant time was in sound and disposing state of mind and whether the testator had understood the nature and effect of such disposition and put his signature and/or mark to me document at his freewill and volition.

“16. A point of probate practice of great importance, however, remains to be disposed of. The learned counsel for the parties appear to have agreed to certain arrangements for disposal of the estate of the testator. Their terms, which are described as terms of settlement, are supposed to be signed by all the interested persons. We are asked to keep these terms on the records of this court. A court of Probate always shies at terms of settlement. A court of Probate is said to be a Court of Conscience which is not to be influenced by private arrangements of the parties. Either it grants probate to a will or it rejects such grant. For such a court it is said, there is no middle path for a happy compromise. The rule of law is stated to be that there can be no probate by consent Either it is grant or refusal. The Court has to be satisfied in each case whether the will proposed is truly the will of a capable testator or not it is not concerned with any other arrangement it has been said over and over again that there is no such thing as conditional probate or an amended probate. Its either all or nothing. That seems to be sensible enough law.”

29. Shri Vikas Singh, Sr. counsel for the Petitioners in C.P Nos. 19 to 22 and Applicant of C.A No. 39/10 in C.P Nos. 13 to 16 argued that Late Maharaj Jagat Singh having been given in adoption, his entire estate having passed solely to his mother Rajmata Gayatri Devi as per Jagat Singh's will dated 23.06.1996 devolved upon other sons and daughters of Late Maharaja Sawai Man Singh Ji in which Smt. Urvashi, Maharaj Prathviraj, Maharaj Jai Singh and Maharaja Bhawani Singh have ¼ share each as the order dated 19.02.2009 in Succession Case (134/98) is a nullity and the will dated 23.06.1996 has not been disproved in Probate Proceedings (Case No. 327/96) which, however could not be disposed of on the basis of Compromise and is illegal. Further, the Late Rajmata could not have in any event entered into any compromise and given the first group any share of the estate of the Late Maharaj Jagat Singh to which they were specifically disinherited. This second group claims that the first group (Devraj & Lalitya) obtained the signatures of the Late Rajmata by undue influence and coercion and also that the signatures were false and fabricated by the first group. Maharaj Jai Singh, Maharaj Prithviraj along with Maharaja Bhawani Singh (the step sons) and Rajkumari Urvashi (the step grand daughter) have claimed to be the legal heirs of the Late Maharaj Jagat Singh. Thus, in essence the second group claims that they are entitled to the shares of the Companies which form a part of the estate of the Late Maharaj Jagat Singh because the first group was specifically disinherited by the will of the Late Maharaj Jagat Singh by which the tatter's entire estate was transferred to his mother, the Late Rajmata. Further, the Late Rajmata either did not enter into any compromise deed with the first group or the said compromise was illegal and fabricated or done under coercion, in any event the Late Rajmata could not have transferred any part of the estate of the Late Maharaj Jagat Singh to the Petitioners (Maharaj Devraj & Raj Kumari Lalitya) as that was prohibited under law. The second group claims that the order of the District Judge dated 19.02.2009 is void ab initio and is a nullity in the eyes of law. Thus, as the legal heirs of the Late Rajmata, the second group are entitled particularly to that part of the Late Rajmata's estate, which consists of the entire estate of the Late Maharaj Jagat Singh. Shri Vikas Singh, to support his contention that the order dated 19.02.2009 to Succession Case is a nullity, they can rely on its invalidity when it is set up against them, although they have not taken steps to set it aside, even at the stage of execution and even in collateral proceedings relied on the case of Kiran Singh v. Chaman Paswan (S.C.R [1955] 117).

Further he argued that it has been held in Abdulmiyan v. Government of Bombay [AIR (29) 1942 Bombay 257] that:

“Where an authority which purports to pass an order is acting without jurisdiction, the purported order is a mere nullity. It is not necessary for anybody, who objects to that order, to apply to set it aside. He can rely on its invalidity when it is set up against torn, although he has net taken steps to set it aside. Such order cannot give rise to any right whatever, not even to a right of appeal. This principle applies not only to cases under Art. 14, Limitation Act, but also to S. 11, Bombay Revenue Jurisdiction Act. If once the Court holds that what on the face of it purports to be an order of revenue Court is in fact a nullity, it can give rise to no rights and impose no obligations”.

Further, it has been held in the case of Ajudh Raj v. Moti s/o Mussadi [(1991) 3 SCC 136 that:

“On the other hand if the order has been passed without jurisdiction, the same can be ignored as nullity, that is, non-existent in the eye of law and it is net necessary to set it aside; and such a suit will be covered by Article 65.”

Further, it has been held in Mulraj v. Murti Raghonathji Maharaj, [1967] 3 S.C.R 84 that:

“In the case of a stay order, as it is addressed to the court and prohibits it from proceeding further, as soon as the court has knowledge of the order it is bound to obey it and if it does not, it acts illegally, and all proceedings taken after the knowledge of the order would be a nullity. That in our opinion is the only difference between an order of injunction to a party and an order of stay to a court. In both cases knowledge of the party concerned or of the court is necessary before the prohibition takes effect. It was pointed out that in the present case the District Judge had the knowledge of the stay of the proceedings by the Hon'ble High Court of Rajasthan at Jaipur in respect of Succession Case.

30. Shri B.K Sinha, counsel for Respondent No. 2 in C.P Nos. 13 to 16 adopted that arguments of Shri Vikas Singh, Sr. Advocate for the Petitioners in C.P Nos. 19 to 22. Drawing my attention to the dates and events he further contended that it is on record that Maharaj Dev Raj and Rajkumari Lalitya since they had been dis-inherited by Maharaj Jagat Singh vide will dated 23.06.1996, they are net legal representatives of Maharaj Jagat Singh. Shri B.K Sinha, counsel for R-2 in C.P Nos. 13 to 16 argued that Devraj and Lalitya are not the legal representatives. Probate proceedings exist as on date, compromise between parties resulting into settlement between the private parties cannot be a ground for dismissal of Probate Proceedings, it was argued that the CLB has to exercise powers within the four walls of Companies Act and Rules & Regulations framed therein. Drawing my attention to Section 6 of the Companies Act wherein term “Relative: has been defined, it was argued that Section 6(c) refers to the relation in the manner indicated in the Schedule LA. Regarding transmission of shares, Regulation 25 of Schedule LA specifically mentions that on the death of a Member, survivors and his legal representatives shall be the only person recognized by the Company, as having any interest in the shares. In view of the Writ executed by Maharaj Jagat Singh, Maharaj Devraj and Rajkumari Lalitya cannot claim themselves as legal representatives for the purpose of transmission of shares. However, the R-2 namely Maharaj Jai Singh bemg a brother of Maharaj Jai Singh, is his legal representative and he can claim and he has recognised interest, title and night in the Estate left behind by Maharaj Jagat Singh. Therefore, R-2 is entitled for transmission of shares and the Company may be directed to transmit the shares in the name of Maharaj Jai Singh and dismiss the claim of Maharaj Dev Raj and Rajkumari Lalitya. Further, it was argued that Section 370 of the Indian Succession Act, 1925, creates a bar for granting Succession Certificate in the presence of the will executed by Maharaj Jagat Singh. In this connection reference may be made to Section 370(1) which puts restriction on grant of Certificate where a right is required by Section 212 and 213 to be established by Letter of Administration or Probate. When the will was propounded by Maharani Gayatri Devi in the year 2006 vide Probate Case No. 327/2006, succession proceedings ought to have been rejected by the learned District & Sessions Judge, in view of the bar created under Section 370 of the Indian Succession Act. Therefore, the order dated 19.02.2009 passed by the District Judge Jaipur City, Jaipur, granting succession hit by Section 370 of Indian Succession Act and it cannot be given effect, particularly in the light of the fact that in the said order granting Succession Certificate, the Probate proceedings have not been dropped or dismissed by the District Judge, meaning thereby the Probate proceedings exist as on the date when Maharaj Devraj filed the petition under Section ill of the Companies Act. Therefore, in view of the existence of the Will, the Succession Certificate is inoperative and it cannot be given effect by the CLB. Further, it was contended that a perusal of order dated 19.02.2009 passed by the learned District & Sessions Judge would show that Succession Certificate has been granted jointly in favour of Maharaj Gayatri Devi, Maharaja Dev Raj and Rajkumari Lalitya in ratio of one-third each in the Estate left behind by Maharaj Jagat Singh. My attention was drawn to Section 381 of the Indian Succession Act, wherein it is provided about the effect of Certificate, it is provided that a Joint Certificate can be granted, however, on the death of one of them, the Certificate becomes wholly inoperative. An alternate argument was made that once a joint Succession Certificate has been granted and one of the beneficiaries dies, Late Rajmata was admittedly joint holder of the Certificate, then joint Succession Certificate is inoperative. Reliance was placed on Sukumar Deb Roy v. Parbati Bala, w/o Bidhuranjan Majumdar, (28) AIR 1941 Calcutta 663, B.K Mukherjea and Roxburgh, JJ. and Head Mote as under was read:

“Head Note: (a) Succession Act (1925), 5.372 - Application for certificate should comply strictly with requirements of 5.372

As the certificate that is to be granted must be in accordance with the petition made under 5.372 It is only proper that the application for certificate should conform strictly to the requirements of that section.

(d) Succession Act (1925), Ss. 381, 383(d) - Grant of certificate - Effect of, explained - Certificate to two or more jointly - Death of one of them - Certificate becomes inoperative and remaining persons cannot exercise powers under it. Before new certificate is granted former certificate should be formally revoked.”

It was argued that the Petitioners have not complied with that section. The petitions filed by Maharaja Devraj and Rajkumari Lalitya are infructuous according to this judgment. The dakm of Maharaj Dev Raj and Rajkumari Lalitya on the basis of Joint Certificate in their name including Maharam Gayatri Devi, after the death of Maharani Gayatri Devi Succession Certificate issued on 19.02.2009, by the District Judge, Jaipur City, Jaipur have become wholly inoperative and the CLB can ignore it for the purpose of present proceedings. Therefore, a was argued, the claim of Maharaj Dev Raj and Rajkumari Lalitya is without any basis and genesis. On the other hand, Maharaj Jai Singh (R-2) is entitled for transmission of shares. It was argued that the compromise between the private parties resuming into settlement cannot be a ground for dismissing the Probate proceedings. If any order is passed by the Probate Court, in terms of private agreement between the parties, the sad compromise or agreement is not executable as a decree of Court. The duty of the Probate court is to either grant Probate or refuse to grant Probate. However, the Court exercising Probate Jurisdiction cannot grant or refuse Probate of a will by consent or without taking evidence is settled Law. It was pointed out that similar view has been taken by the Hon'ble Calcutta High Court in the case of Sishir Kumar Chandra v. Manorma Chandra, AIR Cal, 972 Para 22 was read to contend that the order dated 19.02.2009, passed by the learned District Judge, Jaipur City, Jaipur, is illegal and it cannot be given effect by the CLB. Further, it was argued that the Succession Certificate is not in the prescribed format as provided in Sch. VIII of the Indian Succession Act. It was vehemently argued that the claim of Maharaj Dev Raj and Rajkumari Lalitya be rejected and the claim of Maharaj Jai Singh (P-2) be allowed. The Respondent No. 2 argued that the Petitioners had failed to disclose the existence of the will in the succession proceedings as required under Section 372(e), (f) of the Indian Succession Act. Referring to Section 383 of the Indian Succession Act as relied upon by the Petitioners, it was argued that Section 383 is not applicable as it does not include a case where order itself is a nullity, the circumstances enumerated in Section 383, it was argued, are not attracted in the present case. However, the Succession Certificate has other defects, the granting of Succession Certificate was illegal. The Respondent No. 2 read the petition at pages 6 & 7 to show that the Petitioners have claimed transmission as legal heirs whereas as per Articles of Association only legal representatives are eligible for transmission of shares. It was argued that Maharaj Jai Singh and other steps sons and step granddaughter are the legal representatives and are entitled to transmission of shares.

31. In rejoinder to the reply arguments Shri. S.N Mookherjee argued that the Respondents' case is based on the grounds that (i) This case involves Complicated questions of law at facts; (ii) Succession Certificate on which reliance was placed is passed in violation of stay order and is a nullity; (in) On true and proper construction of the will dated 23.06.1996 Petitioner can never have what once belonged to their late father; and (iv) in probate proceeding there could not have been any settlement it was contended that these grounds ought not to be taken into consideration because all these four grounds taken by the Respondents are an after thought and mala fide. It was pointed out that in the Petitioners' Company Petitions under Sections 397 and 398 of the Act the Respondents had contended that the petitioners do not have qualification under Section 399 of the Act, they have no locus on the ground that there was no application for transmission; they did not have a Succession Certificate and that there is a will which has not been probated. It was pointed out that petitions under Section 111 of the Act were filed much later on getting the Succession Certificate which was required by the Respondent Companies. The Petitioners' have sent letters to the Companies for giving effect to transmission and gift of shares by Rajmata Gayatri Devi to them first vide their letter dated 27.04.2009 and then through the letter dated 15.07.2009 through their advocate, which was admittedly received by the Companies, in the Companies response no issue was raised with regard to order of 19.02.2009 being a nullity, with regard to the validity of Succession Certificate, with regard to the construction of the Will. The only objection raised was that the application was not in accordance with the provisions/rules of the Companies Act, 1956, Till date it has not been pointed out as to which provisions or rules have not been complied with. The Share Certificates & transfer deeds have also not been returned. Letters were again written on 17.09.2009 and on 02.11.2009 There was no response. On 09.11.2009 Company Petitions under Section ill of the Act were filed. The Petitions were filed on simple premise on getting of Succession Certificate as required by the Respondent Companies.

32. As regards the ground that this case involves complicated questions of law & faos and the CLB has no jurisdiction, Shri Mookherjee contended that on the date when the petitions were Wed there was no dispute at all the case with which the petitioners have come is very simple. In affidavit certain issues have been raised which they cannot be permitted to raise and even if permitted, there are no complicated questions of law and facts. My attention was drawn to Section 381 of the Succession Act to contend that the succession Certificate is conclusive as against the Company in 397/398 petition, the Company asked for Succession Certificate. When a Succession Certificate is produced it is not open to the Company to raise any objection in this regard. My attention was further drawn to sections 383 of the Succession Act to contend that the Revoking Authority is the same, no one has applied for revocation, to Section 384 to contend that no appeal has been filed. Reliance was placed on a S.C Judgment to contend that there was no adjudication whether it is nullity or not it was contended that the Suit No. 496/10 was filed in May 2010, toll date there was not even an interim order, the Respondent Companies have not filed the suit, the Respondent Companies have not challenged the order, Companies are not a plaintiff, and companies are not the defendants yet C.A No. 272 is filed in 397/398 Petition. It was reiterated that Succession Certificate remains. The CLB is to decide nothing else, the prayer to the C.P under Section 111A be granted.

33. Shri Mookerjee further argued that assuming, without prejudice, that the order dated 19.02.2009 is a nullity then there are no such issues which the CLB is requested to decide, which it cannot decide. Examining the effect of the will it was explained that Rajmata Gayatri Devi is dead, she has left a will and has also gifted her share of the shareholding, she had net propounded for proving/disproving of the Will. It was reiterated that interpretation of document does not involve complicated questions of law and facts. Shri Mookherjee heavily relied on the case law in Ammonia Supplies Corporation P. Ltd. (supra) after giving the context of the decisions and powers under Section 10E of the Act. In Ammonia Supplies case Section 155 is equated with 111(4) but it ignores Section 10E, the Succession Certificate (para 10) expressly did not go into it was contended that the CLB, power under Section 111(4) which is para materia to section 155 are exclusive. In Ammonia Supplies' Case of transfer and allotment of Shares, the S.C give two fold answer to the questions: (1) Whether the jurisdiction is exclusive or not and (2) whether it is a summary jurisdiction or not the jurisdiction is exclusive and summary. The CLB has discretion to decide as to which case involves complicated questions of law and facts and it shall be conveniently adjudicated by a civil Court in that situation parties can be relegated to the Civil Court. Reading Specific paras in Ammonia it was contended as to what constitutes complicated questions of law and facts. It was argued that when the claim itself is based on seriously disputed title or denial of a transaction and when what is sought under section 111 petition is not for rectification but adjudication of disputed claims directly or indirectly, what is to be ascertained is whether it is a petition for rectification or it 15 for adjudication of some seriously disputed claim as to the title. Enquiry is to the claim irrespective of what the defence is if the claim is based on denial of a transaction, for instance, that there was no sale, petitioner challenges the documents said to have been executed, transfer is under challenge, it is denial of transfer. In a case of allegation of fraud, it is to be seen whether it is a genuine fraud. But Jurisdiction remains, the Court (the CLB here) does not lose Jurisdiction.

34. Shri Mookherjee emphasized as to what is sought by way of these petitions under Section 111 of the Act is rectification by transmitting the shares of Late Maharaj Jagat Singh. There is no disputed claim that the shares did not belong to him, no adjudication is sought, the claim is based on Succession Certificate as required by the Respondent Companies. It was pointed out that the Petitioners' case is not based on impugning a transfer. Irrespective of what the defence is, the CLB has exclusive jurisdiction, it does not lose jurisdiction.

35. As regards the cases on construction of a will relied upon by the Respondents, Shri Mookherjee pointed out that the Petitioners also rely on the same as the principles of law are not in dispute. It was argued that assuming, without prejudice, that the Succession Certificate is a nullity, and that there is a will dated 23.06.1996, that will was brought to the notice of the Respondents Companies when Rajmata applied for transmission, but the Companies did not accept even the will, shares were not transmitted when Rajmata asked for transmission in her name. For Construction of Will, my attention was drawn to Section 2(h), Sections 74 to 111, Sections 82 to 88 of the Indian Succession Act. My attention was brought to the will dated 23.06.1996 It was read to contend that the intention of the testator was to see that his children being minor, his ex-wife does not get his part of the estate as mother and natural guardian, object was not to deprive the children, object was that the ex-wife does not get through the children, it was emphasized that in this matter the surrounding circumstances i.e the children were minor in 1996 is important to know the intention of testator. Natural line is deviated partially to ensure that the mother of the minor children does not get the property of the children. Letter was further lead to contend that it is the clearest example of an absolute bequest, there are no words of limitation to the bequest there is no limitation/condition imposed. Rajmata Gayatri Devi had all powers of disposition. On the death of Rajmata what is to happen has not been provided for. It was contended that the will does not say that the children should be disinherited. The word “Dear Mummy” was read to argue that it defeats the case of adoption relied upon by the interveners (Step Sons and Granddaughter).

36. Shri Mookherjee relied upon the cases cited by the Respondents for the principles governing the construction of a Will. The first principle of construction of a Will, which appears from these cases, it was pointed out, is (1) Surrounding circumstances which is relevant in interpreting a Will. (2) An absolute bequest if it is there on the basis of the will generally cannot be cut down. (3) In accordance with section 88 of the Succession Act totter clause will prevall. (4) Generally every effort should be made to give effect to the disposition. If there is one bequest followed by another, the will should be read to give effect to every disposition. (5) will is to be construed on its own. It was contended that the similar language used in the decided case law, would not mean that the interpretation of the will be the same. Surrounding circumstances and family relationship are relevant (6) The construction of a will is not in the domain of the probate court because probate is only concerned with proving/disproving of a will. It does not decide question of title.

Shri Mookherjee pom ted out that the case at AIR 1951 SC 139 relied upon by the Respondents on construction of a document it is not a case of will. Drawing my attention to a leading case on Construction of will which lays down the five pillars of Construction the Case of Navneet Lal alias Rangi v. Gokul, (1976) 1 SCC 630 : AIR 1976 SC 794 was read as under.

“(1) In construing a document whether in English or in vernacular the fundamental rule is to ascertain the intention from the words used; the surrounding circumstances are to be considered; but that is only for the purpose of finding out the intended meaning of the words which have actually been employed, Ram Gopal v. Nand Lal, MANU/SC/0044/1950 : [1950] 1 SCR 766.

(2) In construing the language of the will the court is entitled to put itself into the testator's armchair (Venkata Narasimha v. Parthasarathy) (1913) 41 Ind App 51 73 and is bound to bear in mind also other matters than merely the words used. It must consider the surrounding circumstances, the position of the testator, his family relationship, the probability that he would use words in a particular sense…. But all this is solely as and arriving at a night construction of the will, and to ascertain the mean of its language when used by that particular testator in that document. (Venkata Narasimha's case (supra) and Gnanambal Amml v. T. Raju Ayyar, MANU/SC/0045/1950 : [1950] 1 SCR 949.

(3) The true intention of the testator has to be gathered not by attaching importance to isolated expression but by reading the will as a whole with all its provisions and ignoring none of them as redundant or contradictory (Raj Bajrang Bahadur Singh v. Thakurain Bakhtraj Kuer); MANU/SC/0081/1952 : [1953] 4 SCR 232.

(4) The court must accept, if possible, such construction as would give to every expression some effect rather than that which would render any of the expressions inoperative. The court will look at the circumstances under which the testator makes his will, such as the state of his property, of his family and the like. Where apparently conflicting dispositions can be reconciled by giving full effect to every word used in a document, such a construction should be accepted Instead of a construction which would have the effect of cutting down the dear meaning of the words used by the testator. Further, where one of the two reasonable constructions would lead to Intestacy, that should be discarded in favour of a construction which does not create any such hiatus, (Pearey Lal v. Rameshwar Das) MANU/SC/0398/1962 : AIR 1963 SC 1703.

(5) It is one of the cardinal principles of construction of will that to the extent that it is legally possible effect should be given to every disposition contained in the will unless the law prevents effect being given to it. Of course, if there are two repugnant provisions conferring successive interests, if the first interest created is valid the subsequent Interest cannot take effect but a Court of construction will proceed to the farthest extent to avoid repugnancy, so that effect could be given as far as possible to every testamentary intention contained in the will. Ramachandra Shenoy v. Mrs. Hilda Brite, MANU/SC/0248/1963 : [1964] 2 SCR 722.”

Construction of will based on these five pillars was again adopted in Uma Devi Nambiar v. T.C Sidhan (dead) (2004) 2 SCC 321 : AIR 2004 SC 1772. It was further pointed out that a will may contain several clauses and the latter clause may be in consistent with the earlier clause, in such a situation the last intention of the testator is given effect to. Further, it was argued that in interpreting a will the Court has to ascertain the intentions of the testator as declared by him and apparent in the words of his will.

37. Responding to the contention of the Respondent Companies that no law of limitation governs applications for probate, it was contended by Shri Mookherjee that several cases have been died for the proposition that delay by itself is not suspicious circumstance. Because here will is of 1996. Late Maharaj Jagat Singh died in 1997, Probate is applied in May 2006. My attention was brought to the several cases which have been cited for the proposition that delay cannot be suspicious circumstance it was contended that if delay is not explained it is a suspicious circumstance. If delay is satisfactorily explained it will not be a suspicious circumstance. Delay has to be explained by the propounder. Limitation does not apply, but if it is unexplained, an explanation is necessary, limitation applies. It was pointed out that if it is a letter addressed to her, it would not have been found in Jagat Singh's record. It would have been in her record. And where is the necessity in March 2006 to examine the record of Jagat Singh. It was pointed out that no will was available at the start Succession Certificate Application was made in 1998. No will was available. Later R-2 applied for Succession Certificate. In his 06.05.2003 letter R-2 has stated that he is looking after their interest. It was argued that the Respondents have relied upon several judgments to show as to what is meant by suspicious circumstance which issue is relevant for a Probate Court, however, in these judgments there is nothing which is decided by the Probate Court on suspicious circumstances. Probate Court does not have Jurisdiction to decide on the construction of a will. Referring to the case of Smt. Leela Karwal's Appellant v. Col. J.D Karwal, Respondents, AIR 1986 Allahabad 220 it was read that:

“Para. 5: The principles for deciding the question about the genuineness of a will may also be considered at this place. In Jaswant Kaur v. Amrit Kaur, (1977) 1 SCC 369 : AIR 1977 SC 74 it was held:—

“In cases where the execution of a will is shrouded in suspicion, its proof ceases to be a simple its between the plaintiff and the defendant. What generally, an adversary proceeding becomes in such cases a matter of the Court's conscience and then the true Question which arises for consideration is whether the evidence ted by the propounder of the will is such as to satisfy the conscience of the Court that the will was duly executed by the testator. It is impossible to reach such satisfaction unless the party which sets up the will offers a cogent and convincing explanation of the suspicion circumstances surrounding the making of the will.

If the propounder himself takes a prominent part in the execution of the will which confers a substantial benefit on him, that is also a circumstance to be taken into account, and the propounder is required to remove the doubts by dear and satisfactory evidence. If the propounder succeeds in removing the suspicion circumstances the Court would grant probate, even if the will might be unnatural and might out off wholly or in part near relations (See AIR 1964 SC 529, 1959 Suppl (1) SCR 426 : AIR 1959 SC 443 & (1962) 3 SCR 195 : AIR 1962 SC 567.”

38. It was argued that will was for Gayatri Devi. Gayatri Devi will be benefitted. Transmission was made in favour of Gayatri Devi but when she applied for transmission she was not given the shares. Even otherwise the Respondent Companies have not accepted the will, these have not gone by the will and had not transmitted the shares to the Rajmata when she had asked for it was argued by Shri Mookherjee that if order dated 19.02.2009 is a nullity then who will be the propounder. Company cannot be the propounder it has no locus. Rajmata is dead. There is no propounder. It was pointed out that after the death of Rajmata today there is no propounder. The Petitioners can be the only propounder. But they are not setting up the will.

39. As regards the Respondents' contention that there cannot be settlement of probate proceedings, Shri Mookherjee argued that a private settlement can be placed in the Probate Court any other forum including the CLB. It was pointed out that the Settlement dated 14.11.2008 has been signed by Rajmata, two grand children and Maharaja Bhawani Smgh the eldest step son of Gayatri Devi who had earlier stated that Jagat was adopted has witnessed it he has accepted that Jagat is the only son of Gayatri Devi. There is no bar to the settlement. Anybody who claims under the Settlement is bound by the Settlement, This Settlement is permitted and binding. It is recognized by the cases cited by the respondents. It was pointed out that the Probate Court did not pass a decree. In terms of the settlement Rajmata was bound by the Settlement. She did not press probate proceedings, the court dismissed it. Rajmata Gayatri Devi having entered into this settlement deeded not to prove the will. The probate petition stands dismissed. The will is not proved by the person who had propounded it. Case Law was relied upon to contend that the probate Court is a Court of conscience. Assuming that Succession Certificate goes, probate is granted, agreement will remain binding and can be enforced by way of suit or by making of an application if there is an executor, that has to be administered. On consent Probate Court cannot give probate. Either it is grant or refusal. On the basis of the agreement no probate can be granted. There is a bar to opposing party's consent to grant probate. That does not bar an agreement with the interested party.

40. My attention was drawn to Sections 222, 223, 228, 232, 233, 234, 235 of the Succession Act to contend that Succession Certificate automatically disproves the Will. This will did not have an executor Rajmata wanted to prove the will. It was argued that nobody has applied for proving/disproving of the will The Respondent Companies are net accepting the will. It was pointed out that Section 325 of the Indian Succession Act clarifies the position that a grant of probation or letters of administration in respect of an estate shall be deemed to supersede any certificate previously granted under Part X in respect of any debt & securities included in the estate. Obviously, the Succession Certificate shall have to give way once the probate or letters of administration is granted.

41. As regards the stay order dated 20.08.2008 obtained in the name of Gayatri Devi, obviously for her benefit it was pointed out that the prayer in the writ petition is for consolidation of succession and probate proceedings, both are to be heard together. The interim stay order dated 20.08.2008 was made returnable on 04.09.006 after Issuing show cause, on 05.08.2008 writ petition was filed. Prayer for consolidation had been rejected and it was made returnable in 4 weeks, after the order is made returnable party goes to the Distt. Judge and asks for stay, which is refused. The probate proceedings could have gone on, there is no stay of anything else, only succession case is to remain stayed. Order dated 20/08/2008 was an ex-parte order, it cannot continue beyond the returnable date, if it does, it is void. [Shiv Kumar Chadha (S.C) (1993) 3 SCC 161 (supra) refers]. It was argued that stay order to render any proceeding to nullity it is to have been brought to the notice of the concerned authority, Stay order does not deprive the authority of jurisdiction, in that context the person who has got the benefit of the order, can go back to the court to say, the order is subsisting, please dispose of the matter on these terms, if a party can apply for restitution, party can also apply for waiving of that order. The court has not lost jurisdiction. The question whether order is a nullity or not, could be decided by a higher authority. Therefore, it cannot be decided by the CLB. Further, it was argued that Rajamata Gayatri Devi did not move for stay, power of attorney holder had moved for stay. It was contended that the POA holder did not have authority to move for stay, Power was given to the attorney for something else, for collection of debts, it has got nothing to do for staying of any proceedings applying for stay in testamentary proceedings, nothing on behalf of Rajmata. It was reiterated that the order passed is not a nullity. Assuming it was a nullity, it does not involve complicated questions of facts and Jaw. On construction of the will what would be the consequences, there is no bar to the settlement Settlement binds all.

42. Replying to the impleadment application (C.A No. 39/10) it was argued that their prayer reveals Interest claims adverse to Petitioners in C.P Nos. 13 to 16. They cannot be added as Petitioners. Whether they can be respondents' Only claim is on the basis of interpretation of the will and the fact of adoption. As late as on 14.11.2008 Rajmata Gayatri Devi has said that Jagat was the son and the Petitioners are her grandchildren. Company has always treated Jagat as the son of Man Singh, did not recognize any adoption. Maharaja Bhawani Singh who had alleged that there was adoption, after the prima facie finding of the Delhi High Court in the suit for partition of HUF filed by Late Jagat Singh has consented to grant of succession certificate on the basis that Jagat is the son of Gayatri Devi. Maharaja Bhawarw Sngh is a to a witness to the document of 14.11.2008 and is bound by it. There is no explanation why there has been a delay from 1997 to 2009. This is not their case that somebody else is looking after their interest impleadment application was filed in 2010. This is also 3 months after filing of the suit no prayer for rectification can be entertained in their favour because they have wed a prior suit in May 2010 for establishing title, they have chosen to establish it in a prior proceedings. It was argued that cancellation of prior transaction is necessary before they can claim rectification. Reliance was placed on the case law in Ammonia Supplies that if the claim is based on setting aside of prior transactions, seeking adjudication of disputed title invoking denial of prior transaction, the application is not for rectification, it seeks adjudication of the prior transaction they are not competent to make an application under Section 111 of the Act, they have to first get set aside those transactions before they make a claim, their claim is dependent on setting aside of the earlier claim of Dev Raj & Lalitya. Under the Succession Certificate they cannot assert any right, they have no right at all. No proceedings have been initiated by them, whereas the Petitioners in C.P Nos. 13 to 16 qualify for rectification, which is prayed to be allowed.

43. I have considered the rival submissions. It is noted that there were three (now two since the Rajmata the first Applicant died on 29.09.2009) groups of Applicants before the Respondent Companies seeking transmission/transfer of the shareholding of Late Maharaj Jagat Singh in these Companies, Firstly, Rajmata Gayatri Devi applied on 17.05.2006 to these Companies seeking transmission of the entire shareholding of her late son as per his will dated 23.06.1996, secondly, Devraj, Lalitya and Rajmata applied on 15.07.09 to the Companies seeking ⅓ share each and also transfer of Rajmata's ⅓ share to Devraj & Lalitya and thirdly, on 15.06.2010 Rajkumari Urvashi, Maharaj Prithviraj, Maharaj Jai Singh sought transmission of ¼th share each including to Maharaja Bhawam Singh as well. It is noted that the Respondent Companies have expressed their inability to transmit/transfer the shareholding “till production of probate passed by a Court of Competent Jurisdiction” (required from Rajmata), till they “arrange to have the same sent in terms of the provisions/rules of the aforesaid Act for further necessary action” (aforesaid Act being the Companies Act, 1956), (required from the Advocate of Devraj and Lalitya) and “till the disputes pending before the various forums are adjudicated and till such time that the legal heirs of the Late Maharaj Jagat Singh are identified” (from Rajkumari Urvadii), Till date the Respondent Companies have not refused transmission/transfer of shares to these groups.

44. A petition under Section 111 may lie other under sub-section (2) or sub-section (4). Whereas sub-section (2) deals with an appeal on a refusal by the board of directors, sub-section (4) deals with an application for rectification of the register. In the latter case there is no limitation of time and here there is no pre-condition of a refusal by the board of directors. Where the directors under the Articles of a Company have uncontrolled and absolute discretion in regard to declining registration of transfer/transmission of shares, discretion does not mean a bare affirmation or negation of a proposal, discretion implies just and proper consideration of the proposal in the facts and circumstances of the case, in the exercise of that discretion the directors will Act for the paramount interest of the company and for the general interest of the shareholders because the directors are in a fiduciary position both towards the company and towards every shareholder. The directors are, therefore, required to act bona fide and not arbitranly and not for any collateral motive. If the Articles permit the directors to decline to register transfer/transmission of shares without stating the reasons the Court would not draw unfavorable inferences against the directors because they did not give reasons. Where, however, the directors gave reasons the Court would consider whether they were legitimate and whether the directors proceeded on a right or wrong principle. The reasons of the directors have to be tested from three points of view: First, whether the directors acted in the interest of the company; secondly, whether they acted on a wrong principle; and, thirdly, whether they acted with an oblique motive or a collateral purpose. The discretion of the directors would be nullified if it was established that the Directors acted oppressively, capriciously or in some other way mala fide. If the Court found that the Directors gave reasons which were legitimate, the Court would not overrule that decision merely on the ground that the Court would not have come to the same conclusion. The discretion of the Directors is to be tested as the opinion of fair and sensible men in the interest of the Company.

45. Since the Respondents Companies have not yet refused transmission/transfer of the shareholding of Late Maharaj Jagat Singh, the Petitioners' case is Under Section 111(4) of the Act seeking rectification of the Register of Members of these Companies by transmission/transfer of the shareholding. The word “transmission” means devolution of title to Shares otherwise than by transfer. On transmission of Shares, the person to whom the Shares are transmitted becomes the registered shareholder of the company and is entitled to all rights and subject to all liabilities attached to the Shares. Transmission of Shares should be effected by the company on receipt of intimation of death of a Member and on production of necessary documents, such as:— (i) Death certificate; (ii) Request for transmission signed by the legal heir(s)/Legal Representatives/claimant(s) with their specimen signature(s); (iii) Succession Certificate or Letter of Administration or probate of will; (iv) Original share certificate(s); (v) Orders of the Court or of competent authority, if applicable; (vi) Permission under the Foreign Exchange Management Act, 2000, if applicable. The company may require documentary evidence to prove the identity of the legal heir or other claimants, such as PAN Card, Passport, Ration Card, Voter's identity Card, etc. The documentation required for effecting Transmission of other securities including fixed deposits would remain the same. To facilitate transmission of Shares in appropriate cases, the company may waive production of certain documents, such as Probate or Letter of Administration or Succession Certificate. However, in such cases, the company may insist on a suitable Indemnity and affidavit. Section 109 provides for transfer of the Shares by the Legal Representative of the deceased Member. Section 109A provides for nomination by an individual in respect of his Shares. Where a Nominee has been appointed, the Shares shall vest in the Nominee on the death of the Member. As per Section 109B, on death of the shareholder, the Nominee has the option to elect either to register himself as the holder of the Shares of the deceased or transfer the Shares to any other person. The Transferees need not be the legal heirs of the deceased shareholder(s). Where a sole shareholder who has appointed a Nominee dies, the company should on receipt of written notice signed by the Nominee accompanied by the certificate evidencing the death of the shareholder and the original share certificates, register the shares in the name of the Nominee. Where a sole shareholder who has not appointed a Nominee dies leaving a will, the company should on receipt of written request from the Executor or beneficiary named in the will accompanied by the certificate evidencing the death of the shareholder and the Probated will, register the shares in the names of those persons who are entitled to the shares as per the Will. The Board may at its discretion waive the requirement of probating the will on production of other satisfactory evidence about the genuineness of the Will. Where a sole shareholder who has not appointed a nominee, dies intestate, the company should on receipt of written request from the legal heir, accompanied by the certificate evidencing the death of the shareholder and the Succession Certificate or letter of Administration, register the Shares in the name of the legal heir. In case the transmission is requested in favour of one or more but not all the legal hare, the company may require a No Objection Certificate relinquishing their night on the said Shares or Deed of Relinquishment from other legal heir(s) for such transmission.

46. In order to qualify for rectification, every procedure as prescribed under the Companies Act before recording the name in the register of the Company has to be stated to have been complied with by the Applicant at least that part as required by the Act and assertion of what not complied with under the Act and rule by the person or authority of the Respondent Company before Applicant to claim for the rectification of such register.

47. In the present case Articles of Association of these Companies provide that “on the death of a member, the survivor or survivors, where the member was a pint-holder, and his legal representatives where he was a sole holder shall be the only person recognized by the Company as having any title to his interest in the shares.” Article 25 of Table ‘A’ adopted applies it provides dearly that on the death of shareholder, his legal representative shall be the only person recognised by the Company as having title to his interest in the share. Article 16 provides that on the death of a shareholder his legal representatives shall be the only person recognized by the Company.

48. The prayers of the these sets of the petitioners (Dev Raj & Lalitya in C.P Nos. 13 to 16) and Urvashi & two other Petitioners in C.P Nos. 19 to 22 claiming ¼ shares each along with Maharaja Bhawani Singh in the entire shareholding of Late Maharaj Jagat Singh seeking transmission of shares have also not been allowed by the Respondent Companies expressing their inability to grant the same “till such time as the legal heirs of Late Maharaj Jagat Singh are identified.”

49. The Petitioners' Case is that the reply of the Companies is illegal and dishonest They were liable to effect transmission of shares in favour of the Petitioners, they having defaulted an this count their register of shareholders was liable to be rectified. The Petitioners in C.P Nos. 13 to 16 have characterized the will as a forged document it is however, not denied that the petitioners have yet taken no steps for the setting aside of the will. The Petitioners in C.P Nos. 19 to 22 have claimed that Late Maharaj Jagat Singh did not the intestate, there is a will dated 23.06.1996 which has disinherited Devraj & Lalitya from the estate of Maharaj Jagat Singh and through Late Rajmata the entire estate devolves upon Rajkumari Urvashi, Maharaj Pnthviraj. Maharaj Jagat Singh and Maharaja Bhawani Singh as the Succession Certificate is based on an ab initio void order in Succession Case No. 134/98, it is a nullity. Since the Company prima facie agrees with the contentions of the Petitioners, it was incorrect of the Company to have expressed its inability to transmit the shares standing in the name of the Late Maharaj Jagat Singh to the Petitioners and await the result of the disputes pending in the various fora.

50. The intervener Applicant of C.A No. 39 of 2010 in C.P Nos. 13 to 16 and the Petitioners in C.P Nos. 19, 20, 21, 22 as well as the Respondent Companies have vehemently argued that the Petitioners' (Devraj & Lalitya) case entirely baseless, it is based on Succession Certificate order for which is a nullity and even otherwise the will dated 23.06.1996 has not been proved or disproved as yet Other Respondents' case is that they are entitled to Late Maharaj Jagat Singh's shareholding in these Companies and even being on the Board of these Companies, they have not yet transferred these shares to themselves, and still they adopt the Respondent Companies reply and endorse the contentions of the Respondent Companies. The Respondent Companies' dilemma is as to which group of the applicants be allowed transmission/transfer of the shares of the deceased Late Maharaj Jagat Singh. The first group of the Petitioners have led no evidence to disprove the will or its execution. The question of the genuineness is the validity of the will has raised controversial questions of facts and law. However, they claim that their late father died intestate. Their entire case in the petitions is based on the Succession Certificate claiming to be the legal heirs of Late Maharaj Jagat Singh, in probate case (327/06) order dated 19.02.2009 records that the on behalf of Respondent Devraj one application of compromise and copy of settlement was filed on 07.02.2009 to which Rajmata had replied wherein she had admitted compromise and settlement dated 14.11.08 and had stated that she does not press the petition for grant of letter of administration which may be disposed. It has rightly been pointed out that the proceedings of Succession Case No. 134/1998 were stayed by the Hon'ble High Court of Rajasthan, Jaipur Bench: “It is directed that further proceedings of Succession case No. 134/1998, pending in the court of District Judge, Jaipur City, Jaipur shall remain stayed till further orders.” It has also been pouted out that the Judge adjudicating on 19.02.2009 in Succession Case No. 134/1998 had knowledge that the proceedings had been stayed as was shown from a copy of the proceedings on 21-08-08 noted in Case No. 134/1996 which reads as under:

“21-8-08 Advocates of the parties present

Advocate of the petitioner produced order dated 20.08.08 of the Hon'ble High Court on the S.B Civil Writ Petition No. 7524/2008. Vide this order, Hon'ble High Court has passed stay order in the matter till further order. The file may be put up 5.11.08 to receive further order of the Hon'ble High Court.

21.8.08

District and Sessions Judge,

Jaipur City, Jaipur.”

The Respondent Companies stand that there being dispute and there being no clear entitlemen to shareholding shares cannot be transmitted till the court of competent jurisdiction decides the issue is enable and Justified. It is evident that unless the validity of the will is adjudicated upon, the Respondent Companies cannot be castigated for not allowing transmission/transfer of the shares to any of the Applicants' group.

51. Having come to the conclusion that in the facts and circumstances of this case the Respondent Companies cannot be held as defaulters for expressing their inability to transmit/transfer the shareholding of Late Maharaj Jagat Singh till the legal representatives entitled to the shareholding are identified, the question which is required to be addressed and answered is that in the facts and circumstances of this case whether the CLB can adjudicate on the following questions which are required to be adjudicated and answered before the CLB can give any directions for transmission/transfer of the shares to these Respondent Companies;

(i) Whether order dated 19.02.2009 in Succession Case No. 134/98 is a nullity?

(ii) Whether a will exists?

(iii) Whether the alleged will dated 23.06.1996 is required to be proved or disproved?

(iv) Whether the probate proceedings in Case No. 327/2006 could be dismissed/disposed of on the basis of a settlement between the private parties?

(v) Whether probate proceedings exist as on date?

(vi) Whether construction of the will is required?

(vii) Whether bar of Section 370 of the Indian Succession Act operates in the facts and circumstances of this case?

(viii) Whether Sections 373, 381, 383 and other provisions of the Indian Succession Act are applicable in the facts and circumstances of this case?

(ix) Whether Late Maharaj Jagat Singh was adopted?

(x) Who really are the legal representatives for the shares held in the sole name of the deceased?

52. Further issues for consideration in the present matter are:

(1) Whether these petitions involve disputed and complicated questions of law and fads regarding entitlement to the estate of Late Maharaj Jagat Singh?

(2) If these petitions Involve complicated questions of law and fads, whether these are maintainable before the CLB? To be precise, whether the CLB has Jurisdiction in this matter or it is ousted on account of the competent court i.e Civll Court having jurisdiction in this matter.

(3) In case, the CLB exercising to discretion proceeds to decide the entitlement to shareholding attracting the provisions of sub-section (7) of Section ill, is the CLB Competent to decide whether the alleged will is proved or disproved? And as well as other questions enumerated in para 51 above.

(4) Further, can the CLB ignore that in view of the stay order of the High Court the order dated 19.02.2009 in Case No. 134/98 on which issuing of Succession Certificate is based and the Succession Certificate is the basis for the petitioners in C.P Nos. 13 to 16 to claim transmission of shares, is a nullity, is it ab initio void in law, is it without jurisdiction, is it a merely nullity, it is not necessary for anybody who objects to that order, to apply to set it aside, he can only rely on its invalidity when it is set up against him, although he has not taken steps to set it aside, such order cannot give rise to any right whatever, not even to a right of appeal, it can give rise to no rights and impose no obligations, if an order has been passed without jurisdiction, the same can be ignored as nullity, that is, non-existent in the eye of law and it is not necessary to set it aside?

(5) Whether the order dated 19.02.2009 is unenforceable due to the bar of Section 370 of the Indian Succession Act, 1925 for granting Succession Certificate in the presence of the will.

(6) Can in view of Section 381 of the Succession Act, the Succession Certificate granted Jointly in the name of the Rajmata and two grand children be operative after the demise of the Rajmata?

(7) Can the probate proceedings in case No. 327/06 be dismissed an the basts of a settlement between private parties?

(8) Can probate proceedings decide entitlement?

(9) Whether the CLB shall proceed to decide whether in the face of the alleged will disinheriting Devraj & Lalitya, Late Rajmata can directly or indirectly still make them entitled to the estate of Late Maharaj Jagat Singh?

(10) Whether in the presence of the alleged will disinheriting Devraj & Laktya, the estate of Late Maharaj Jagat Singh devolve upon Rajkumari Urvashi, Maharaj Prithviraj Singh, Maharaj Jai Singh and Maharaj Bhawani Singh whose case is based on adoption of Late Maharaj Jagat Singh?

(11) Whether the CLB can decide these questions in a summary jurisdiction is the main Issue to be considered in this matter?

Before the CLB can give directions to the Respondent Companies to rectify or not to rectify the Register of Members permitting or not permitting transmission/transfer of the shares it is imperative to decide whether or not the CLB has jurisdiction to decide these questions of law and facts.

53. There is a preliminary objection raised by the learned counsel for the Respondents, which, in fact raises a more substantial issue in the fads of the present case. The question which falls for determination is whether this Board exercising summary jurisdiction under Section 111 can be called upon to decide such complicated questions of facts and law. This question has come up for consideration before different courts including the Apex Court in the case of Amonia Supplies Corporation (P.) Ltd. (supra). Both the learned counsel for the parties have placed reliance on this case. The counsel for the Petitioner has sought support from the decision and has submitted that such questions can be decided by this Board if the same falls within the peripheral field of rectification, and discretion lies with this Board whether to take cognizance or refuse the same. Whereas the teamed counsel for respondents has submitted that this dispute does not fail within the peripheral field of rectification. It submitted that the dispute is based on the questions of tide and denial of transactions which can only be deeded by a civil court Strong reliance has been placed on paragraph 26 of the aforesaid judgment. The decision of the Apex Court in Amonia Supplies Corporation (P.) Ltd. case (supra) has been elaborately considered and explained by the Bombay High Court in the case of National Insurance Co. Ltd.… v. Glaxo India Ltd.…., AIR 1999 Bom. 240. It will be worthwhile to quote paragraph 8 of the said decision wherein the judgment of the Apex Court has been discussed as follows:

“It is, therefore, now dear from the judgment of the Apex Court in Amonia Supplies Corporation (P.) Ltd. case (supra), the Apex Court had held that insofar as the matters of rectification are concerned, it is the company court alone which would have jurisdiction, if Issues which have to be answered are not peripheral to rectification, but issues regarding title, etc. then such other issues will have to be decided by the civil court. The Apex Court has now recognised that it is the company court which would be the court of exclusive jurisdiction insofar as rectification is concerned. However, if issues arise whether the applicant is the owner of the shares; whether there is fraud or forgery in holding the shares or the very title to the shares then such issues will be beyond the jurisdiction of the company court and will have to be decided by the civil court. To that extent, the Judgment of the Full Bench of the Delhi High Court where it held that there is a jurisdiction in the company court to relegate the parties to a suit has been departed from. The earlier judgment of the Apex Court in the case of Public Passenger Service Ltd. (supra) will have to be read in the context of the observations of the Apex Court in the case of Amonia Supplies Corporation (P.) Ltd. (supra).”

Applying the ratio of the aforesaid judgment in the facts of the case of National insurance, the Bombay High Court, in paragraph 10 of the said judgment, held as follows: “In other words, there is dispute as to the very transaction itself which is not merely a matter for rectification. Secondly, there are disputes whether the persons who are holding the shares are holding the shares on account of forged documents. In other words, it is not merely the case of the appellant being the owner of the shares and the company for wrong reasons refusing to rectify the register without cause. When there are disputes as to whether the appellants are the owners of the shares, it cannot be a case exclusively pertaining to rectification which could be decied by the CLB. In that light of the matter, though the reasons given by the CLB cannot be sustained, its ultimate conclusion cannot be set aside.”

54. The issue in the present petitions is whether these are not maintainable on account of these petitions involving complicated questions of title on facts and in law. Section 111 of the Act confers a Jurisdiction on the CLB to rectify the register of members of the Company, Sub-section (7) authorizes the CLB to decide any question relating to the title of the petitioners where the question arises between members or alleged members or between members or alleged members on the one hand and the Company on the other hand. Primarily the CLB has jurisdiction to decide rectification matters and it is only by way of summary remedy that section ill comes in. If the petitioner's title is not seriously questioned and the matter is such as could be decried on affidavits there will be no objection to a person applying for the summary remedy.

55. It is settled law that Section 111 of the Act gives unlimited jurisdiction to the CLB to rectify the register. The power conferred is very wide. But the remedy provided by the section is summary, it can be invoked in non-controversial matters requiring quick decision. Section ill is not meant to be used for deciding disputes requiring Investigation. The Court has to examine on the facts of each case whether an application is for rectification or something else. Exercising of power for rectification within its held there could be no doubt the CLB has exclusive jurisdiction to decide matters what is covered under it by itself. But this does not mean to include within it what is not covered under it, merely because it is cloaked under the nomenclature rectification. In the case of a dispute of complicated nature involving controversy under several heads, the Section ought not to be allowed to be used and the party should be directed to proceed by way of a regular suit Reliance has been placed on the case of Smt. Soma Vati Devi Chand v. Krishna Sugar Mills Ltd., AIR 1966 P & H 44 wherein reference was made to para 12 which reads as under;

In re: Greater Britain Products Development Corporation Ltd., (1924) 40 Tir 488, Jagan Nath v. Gopi Chand, AIR 1915 Lah 100, Bhagat Singh v. Piar Bus Service Ltd., Amritsar, MANU/PH/0106/1959. In the matter of Delakhat Tea Co. Ltd., MANU/WB/013/1957 : AIR 1957 Cal 476, PEOPLE's Insurance Co. Ltd. v. C.R.E Wood and Co. Ltd., MANU/PH/0104/1960 and Public Passenger Service Ltd. v. M.A Khadar, MANU/TN/0236/1962 : AIR 1962 Mad 276.

And to a passage in Volume 6 of Halsbury's Laws of England Third Edition at page 218 which reads:—

“If the court thinks that the case, by reason of its complexity or on the ground that there are matters requiring investigation or otherwise, could more satisfactorily be dealt with by an action, the court will decline to make an order on a motion, without prejudice to the right of the applicant to institute an action for rectification.”

Reliance has been placed on the case of Kamla Devi Mantri v. Grasim Industries Ltd., (1990) 69 Comp Cas 188 (MP) wherein Para 12 reads as under.

“It is not in dispute before me that this being a case prior to the amendment in the Companies Ad, 1956 this court can exercise powers under section 155 of the Companies Act, as it stood before the amendment. According to Section 155(3) of the Companies Act, the court is empowered to decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register and is also empowered generally to decide any other question which it is necessary or expedient to decide in connection with the application for rectification. However, the object of this provision under the Companies Act is to provide a summary remedy in non-controversel matters or in matters where a quick decision may be necessary to obviate any irreparable injury to the party. In S. Bhagat Singh v. Piar Bus Services Ltd., [1960] 30 Comp Cas 300; AIR 1959 Punj 352, it has been held that the provisions of section 155 of the Companies Act are not intended for settling controversies under several heads necessitating a regular investigation. When serious disputes are involved, the proper forum for their adjudication is a civil court the proceedings for rectification of the register of members are of summary nature. Therefore, where a summary remedy may be necessary to obviate an irreparable Injury to a party, then Section 155 can be invoked. In Jayashree Shantaram Vankudre v. Rajkamal Kalamandir P. Ltd., [1960] 30 Comp Cas 141 MANU/MH/0002/1960 : AIR 1960 Bom 136 the Bombay High Court has also taken the same view that the proceedings under section 155 of the Companies Act are summary in nature and issues of complicated nature arising therein should not be decided in those proceedings. The proper forum for adjudication of those disputes is a regular civil court. The Allahabad High Court in the case of Surendra Kaur v. Singh Engineering Works (P.) Ltd., (1977)) 47 Comp Cas 638, placing reliance on the Supreme Court Judgment, Mahendra Kumar Jain v. Federal Chemical Works Ltd., [1965] 35 Comp Cas 651, has held that where the petitioner's title was itself seriously disputed and where there are several disputed questions of facts requling determination, Section 155 could not be applied and the share register could not be rectified and the petitioner was free to pursue the remedies in the civil court. Similarly, the Punjab and Haryana High Court, in the case of Smt. Puran Devi v. S. Gurnam Singh, [1977] 47 Comp Cas 796, has held that complicated questions of fact involving civil rights of the parties cannot, be decided in a company petition. section 155 of the Companies Act being for the exercise of summary jurisdiction, the company court would refuse to exercise jurisdiction under this section where complicated facts are involved for determination of the petition. Proceedings under Section 155 are meant for rectification of a mistake or an error of a minor nature. Reliance has been placed on Public Passenger Service Ltd. v. M.A Khader, 6 [1966] 3 Comp Cas 1, wherein the Supreme Court has held that where, by reason of complexity or otherwise, the matter can more conveniently be decided in a suit, the court may refuse relief under Section 155 in exercise of its discretionary jurisdiction and relegate the parties to a civil suit.”

56. There is a catena of judgments of various High Courts and the Supreme Court with regard to the scope of inquiry under Section 111(4) read with Section 111(7) which were exactly incorporated from the erstwhile Section 155 of the Act. The only difference is that instead of the company court the jurisdiction is vested in the Company Law Board. Sub-section (7) gives very wide jurisdiction to the Company Law Board to decide any question relating to rectification of the register and in this process rt is open to the Company Law Board to decide questions of allotment/non-allotment/forfeiture which have a bearing on the register of members. It is appropriate to cite in this connection a decision of the Gujarat High Court in Shri Gulabai Kalidas Naik v. Shri Laxmidas Lallubhai Patet of Baroda, [1978] 48 Comp Cas 438 in which the court has stated that the jurisdiction which enables the court in an application under Section 155 to examine all questions, complex, intricate or otherwise relating to tide to the shares, further enlarges the jurisdiction of the court set up under the Companies Act to decide all those questions which the court considers necessary or expedient to decide in connection with an application for rectification. The Supreme Court has decided this issue much earlier in 1965 in Public Passenger Services Ltd. v. M.A Khadar, [1966] 36 Comp Cas 1 (SC) In which the issue related to a notice for forfeiture of shares and the court observed that such matters could be examined in proceedings under Section 155. A similar forfeiture issue was also decided by the Rajasthan High Court under Section 155 in Kotah Transport Ltd., Kotah v. State Of Rajasthan, [1967] 37 Comp Cas 288. The specific question of allotment/non-allotment of shares, these issues were also decided under Section 155 by the Calcutta High Court in Farhat Sheikh v. Escman Metalo Chemical (P.) Ltd., [1991] 71 Comp Cas 88 and by the Patna High Court in Basudeb Kataruka v. Dhanbad Automobiles (P.) Ltd., [1977] 47 Comp Cas 68. A similar view was expressed by the Calcutta High Court in Turner Morrison and Co. Ltd. v. Shalimar Tar Products (1935) Ltd., [1980] 50 Comp Cas 296. “With regard to the scope of Section 155, it is stated that it is wide and generous for doing justice against illegality and fraudulent action”. The CLB had occasion to deal with the scope of Section 111 in a Full Bench of the Eastern bench in Dr. Jitendra Nath Saha v. Shyamal Mondal, [1955] 82 Comp Cas 688, wherein it had to deal with the failure to allot shares by the Respondents to the Petitioners. Sub-section (4) of section 111 before its substitution in section 111 was section 155 of the Companies Act. Section 155 and Sub-section (4) of section 111 is in para materia. Various High Courts including the Apex Court had considered section 155. Some High Courts had taken one view as to the scope of the power under section 155 of the Companies Act. Two Division Benches of the Delhi High Court had taken different views of the matter and as such the matter was referred to the Full Bench of the Delhi High Court in the case of Ammonia Supplies Corporation Private Ltd. v. Modem Plastic Containers Pvt. Ltd., 1994 (79) Comp. Cas. 163. A single member Bench of the Delhi High Court in Hamam Singh v. Bhagwan Singh, [1992] 74 Comp Cas 726 has expressed the view that the jurisdiction of the company court dealing with a case under Section 155 is co-existensive with that of a civil court and, therefore, the court is competent to decide matters involving tide to shares and that it would not be right for the civil court to entertain such matters. Subsequently, a Full Bench of the same High Court in Ammonia Supplies Corporation Pvt. Ltd. v. Modem Plastic Containers Pvt. Ltd., [1994] 79 Comp Cas 163 after reviewing the decision of the single judge has categorically come to the conclusion that the proceedings under Section 155 are summary proceedings. After considering the various views of the other High Courts as also its earlier judgment in the case of Hamam Singh v. Bhagwan Singh, 1992 (74) Comp. Cas. 726 on account of which the reference was made as also the observation of the Apex Court in the case of Public Passenger Service Ltd. v. M.A Khadar, MANU/SC/0045/1965 : [1966] 1 SCR 683, the Full Bench of the Delhi High Court answered the reference as under:—

1. The jurisdiction exercised by the Company Court under section 155 of the Act is discretionary and summary in nature.

2. In exercise of discretionary and summary jurisdiction, the Court can decline to entertain petitions involving disputed and complicated questions requiring examination of extensive oral and documentary evidence.

3. The remedy of suit for adjudication of dispute relating to title to share is not barred. The discretion lies totally with the company court keeping in view the facts and circumstances of the case whether to 90 ahead to decide the title or if it feels that complicated questions of the facts and law are involved, to relegate the parties to a civil suit.

The scope of section 155 of Civil Procedure Code came up for consideration before the Apex Court in the case of Ammonia Supplies Corporation Private Ltd. v. Modern Plastic Containers Pvt. Ltd., MANU/SC/0585/1998 : (1998) 7 SCC 105 : AIR 1998 SC 3153 which matter arose from a judgment of the Delhi High Court, which relied on the Full Bench Judgment in the case of Ammonia Supplies Corporation v. Pvt. Ltd. (supra). The Apex Court was answering the following question:—

“Whether in the proceedings under section 155 of the Companies Act the Court has exclusive jurisdiction in respect of the matters raised therein or have only summary jurisdiction”?

This is a sufficient indication of the discretion available to the Company Court (here the CLB) in view of the complex questions involved to refrain from considering any relief to the parties. Thus discretion available in view of complicated questions of facts and law has been affirmed in a number of earlier cases decided by various High Courts, namely, Laxminarayan Bhayya… v. The Praga Tools Corporation Ltd.…, [1953] 23 Comp Cas 198 (Hyd), Dady S. Mazda v. K.R Irani, [1977] 47 Comp Cas 39 (Cal), Pubic Trustee v. Rajeshwar Tyagi, [1973] 43 Comp Cas 371 (Delhi), Jagmder Singh v. Basawa Singh, (1985] 58 Comp Cas 843 (P&H), S. Gurucharan Singh Mahant v. Rattan Sports (P.) Ltd., [1986] 59 Comp Cas 279 (P&H). The Company Law Board has already taken this view in Kothan Industrial Corporation Ltd. v. Lazor Detergents (P.) Ltd., [1994] 81 Comp Cas 617. The CLB has also held in many cases that even though the proceedings are summary in nature, yet discretion is vested with the Company Law Board to proceed with the matter by itself. The CLB has also proceeded with cases wherever it felt that, on the basis of affidavits, it would be in a position to take a final decision, in view of the above, it is open for CLB to consider whether in the petitions before it, there are such complicated questions of facts or lam by virtue of which it may refrain from exercising its jurisdiction in the matter.

57. The procedure prescribed u/s. 111 of the Act is a summary remedy and should not be allowed to be resorted to in matters involving complicated questions such as have arisen in these petitions. It is not that complicated questions of facts must be tried in a petition where remedy for action is available to a party. Where discovery and inspection are necessary and complicated questions such as listed above arise for decision the summary procedure of trial by petition u/s. 111 or the Act should not be allowed to be proceeded.

58. The provisions made in Section ill of the Act for a procedure by way of an application is only a provision for a summary procedure. The object of this provisions is not to whittle down or abrogate the provisions by way of a suit for getting the relief contemplated by that section. Generally speaking, this procedure, is resorted to by persons aggrieved by the refusal of the directors of Company to rectify the register and enter the name of the transferee in place of the name of the transferor of shares in the register of members, but it is recognized by a long line of judicial decisions that the court is not bound to give the relief under that Section if it finds that complicated questions of fact and law are involved it has got the power to direct the party concerned to a Civil Court and to file a proper action for the purpose of securing the relief which he seeks in the summary proceedings. This provision was not intended for settling controversies under several heads necessitating a regular Investigation, when serous disputes are involved the proper forum for their adjudication is a Civil Court.

59. It is settled law that where facts requiring consideration are complicated and not simple, a separate action alone would be the proper remedy. In view of the decisions of the various High Courts and the Supreme Court on this matter there is no doubt with regard to the scope of inquiry under Section 111(4). I am convinced that it is open to the Company Law Board to go into any question relating to the rectification of the register of members so long as it falls precisely within the provisos of Section 111(4) read with Sub-section (7) of that Section.

60. The jurisdiction under Section 155 (presently 111(4) and Section 111(7) of the Act is a discretionary jurisdiction. However, on a deeper examination I do appreciate the distinction between the jurisdiction conferred by law and the exercise of discretion for not using such jurisdiction in a particular situation. As such both the issues can co-exist, namely, whether a jurisdiction is available and whether in a particular situation discretion could be exercised for not using the Jurisdiction. Though I am clear in my mind regarding the availability of Jurisdiction to enquire into matters relating to allotment, rectification including entitlement yet CLB may in particular circumstances depending upon the facts of a case, refrain from exercising the jurisdiction available. I have also referred to the various precedents in this regard. This Board has also in the case of Dr. G.L Byra Reddy v. Arathi One Enterprises (P.) Ltd., [1997] 89 Comp. Cas. 745 held that where a large number of complicated and disputed Questions of facts like the date of executing the alleged transfer deeds, whereabouts of transfer deeds, alleged payment of consideration, persons to whom the alleged payments have been made and the time at which the petitioner actually came into the knowledge of the impugned transfer, etc. could not be decided on the basis of the affidavits and the matter requires to be tried by leading evidence.

61. It is a matter of discretion whether the CLB will exercise the summary Jurisdiction to decide the Petitioners' entitlement to the shares. In a complicated and doubtful case the jurisdiction ought not to be exercised, but when the legal title of the Petitioners is dear the order ought to be made.

62. The issue to be considered in the present matter is whether the claim of the different groups in this matter to the entitlement of the shareholding is within the peripheral field of rectification u/s. 111 of the Act. “There could be no doubt any question raised within the peripheral field of rectification, it is the Court under Section 155 alone which would have exclusive Jurisdiction. However, the question raised does not rest here in case any claim is based on some seriously disputed civil rights or the, denial of any transaction or any other base facts which may be the foundation to claim a right to be a member and if the Court feels such claim does not constitute to be a rectification its discretion to send a party to seek his relief before civil Court first, for the adjudication of such facts, it cannot be said such right of the Court to have been taken away merely on account of the deletion of the aforesaid proviso. Otherwise under the garb of rectification one may lay claim of many such contentious issues for adjudication not falling under it. Thus in other words the Court under it has discretion to find whether the dispute raised are realty for rectification, or is of such a nature, unless deeded first it would not come within the purview of rectification,” (Ammonia Supplies refers).

Thereafter in para 27 the Apex Court observed as under:—

“The Court has to examine on the facts of each case, whether an application is for rectification, or something else.”

Thereafter it proceeded to observe as under:—

“So far exercising of power for rectification within its field there could be no doubt the Court as referred under section 155 read with section 2(11) and section 10, it is the Company Court alone which has exclusive jurisdiction.”

“So whenever a question is raised Court has to adjudicate on the facts and circumstance of each case. If it truly is rectification all matter raised in that connection should be decided by the Court under section 155 and it is finds adjudication of any matter not falling under it, it may direct a party to get his right adjudicated by Civil Courts.”

Thereafter the Apex Court observed as under:—

“We have already held above the jurisdiction of the ‘Court’ under section 155, to the extent it has exclusive the jurisdiction of Civil Court is impliedly barred. For what is not covered as aforesaid the civil Court would have jurisdiction.”

It is, therefore now dear from the judgment of the Apex Court in A.S Corporation (P.) Ltd. (supra), the Apex Court has held that in so far as the matters of rectification are concerned, it is the Company Court alone which would have jurisdiction. If issues which have to be answered are not peripheral to rectification but issues regarding title, etc. then such other issues will have to be decided by the Civil Court. The Apex Court has now recognized that it is the Company Court which would be the Court of exclusive jurisdiction in so far as rectification is concerned. However, if issues arise, whether the applicant is the owner of the shares; whether there is fraud or forgery in holding the shares or the very title to the shares, then such issues will be beyond the jurisdiction of the Company Court and will have to be decided by the civil Court. To that extent, the judgment of the Full Bench of the Delhi High Court where it held that there is a jurisdiction in the Company Court to relegate the parties to a suit has been departed from. The earlier judgment of the Apex Court in the case of Public Passenger Service Ltd. will have to be read in the context of the observations of the Apex Court in the case of A.S Corporation (P) Ltd. (supra).

63. Applying the ratio of the aforesaid decisions in the facts of the present case at hand, it may be noticed that the Petitioners claim for transmission/transfer of shares is based on the Succession Certificate the validity of which has been challenged on various grounds and in view of the existence of the alleged will and the demise of the Rajmata the joint holder of the Succession Certificate the issues have become more complicated. The Petitioners, however, have disputed the existence of the will dated 23.06.1996

64. It is settled view of the CLB that where in a petition under Section 111 of the Act Complicated questions of fact arose, which could not be adjudicated upon and the controversy could be tested by a Civil Court alone, the Board would be reluctant to go into the matter but can relegate the parties to the Civil Court.

65. In the present case there are complicated questions of law and facts which the CLB cannot go into. It is not merely the case of the petitioners being entitled to the shares and the Company for wrong reasons refusing to rectify the register without cause. When there are disputes as to whether the appellants are entitled to the shares not to be a case exclusively pertaining to rectification which could be decided by the CLB. (National Insurance Co. Ltd.… v. Glaxo India Ltd.…. [AIR 1999 Bom 240] refers).

“In Mahendra Kumar Jain v. Federal Chemical Works Ltd., [1965] 35 Comp Cas 651 (All) It was held that where the petitioner's title to the shares was itself seriously disputed and there were several disputed questions of fact requiring determination, Section 155 could not be applied and the share register could not be rectified, and that the petitioner was free to pursue his remedies in the civil court. The ratio of this case is fully applicable to the facts of the present case. Here, several disputed questions of fact require determination. The Petitioners' tide to the shares is seriously disputed by the respondent-company. On the facts and circumstances of the case this is not a fit case for the exerise of the powers conferred on this court under Section 155. From this point of view the petition is not maintainable.”

66. The present case involves complicated questions of law and facts and there is no denying the fact that the Respondents' contentions that order in succession proceedings in case No. 134/98, is ab initio void is a nullity, it could not have been passed in view of the knowledge of the Judicial authority that on the date of the order the proceedings were stayed; further that Section 370 creates a bar on granting of succession certificate in the presence of the will; the unenforceability of the Joint Succession Certificate consequent upon the demise of the Rajmata remain uncontroverted. Allegedly, there is a will which has not been proved or disapproved. It is not denied that the will has not been proved or disproved as yet. However, the Petitioner choose not to look at the will and aver that their late father died intestate. However, the will is construed differently by the Petitioners and the Respondents. The Respondents' contention that the probate proceedings could not be dismissed on the basis of compromise/settlement between parties, settlement between private panties cannot be a ground for dismissing the probate proceedings, the Probate Court has to grant probate or refuse to grant probate, is, in fact, a settled law. It is noted that when the Petitioners made their request to the Companies for transmission of shares, the Companies had earlier received matters from the Rajamata for transmission and the Rajmata was asked to furnish probate in respect of the Will. The alleged will dated 23.05.1996 is yet not proved or disproved. Undoubtedly, the duty of the Probate Court is to grant probate or refuse to grant probate. In respect of transmission of the same shares, the Respondent Companies had earlier asked for probate from the Rajmata. The Probate Court is concerned with proving/disproving of a Will. It does not decide question of title. Probate Court does not have jurisdiction to decide on the construction of a WW. As regards the Petitioners' non-compliance to the provisions of the Act, it was pointed out that the so-called joint request for transmission/transfer of shares was without the signatures of Rajkumari Lalitya. The Petitioner's contention that succession certificate is conclusive as against the Company is not tenable. It is noted that there is no answer to the contention that in views of the bar under Section 370(1), the succession certificate should have been refected, the succession certificate could not have been granted and cannot be made operative. The bar of Section 370 is not crossed. Now further complications have arisen in view of the section 381 of Succession Act to give effect to the Succession Certificate on the basis of which this transmission/transfer is sought. Succession Certificate granted jointly in the name of Rajmata Gayatri Devi and on the death of Rajmata Gayatri Devi, has become inoperative or not is also required to be looked into. Several complicated questions of law and facts are required to be adjudicated. The contradictory stand taken by the Petitioners relating to vanous documents relied on by the Petitioners raises complicated questions of facts and law. The CLB has time and again held in various cases that if complicated questions of law or facts arise in a Section 111 petition which cannot be adjudicated on the basis of documents made available, but could be decided only on that by evidence, then the Company Law Board would relegate the matter to a suit.

67. Having carefully considered the facts of the present case and the nature of the allegations made by the parties as mentioned above and applying the ratio of the decisions mentioned above, I am of the view that such disputed and complicated questions of law and facts cannot be decided by the CLB in the summary Jurisdiction under Section 111 of the Act. Such questions which are involved in the present case can be decided before the civil Court on the basts of the oral and documentary evidence adduced by the parties in support of their respective cases. The CLB is not the forum to adjudicate on these complicated questions of law and facts. The issue “whether the application is not maintainable on account of its involving complicated questions of title” is accordingly decided in the affirmative. In view of the decision on this issue, it is not necessary to decide the other issues raised in the case. The applicants will be at liberty to take such steps for settlement of their title to the shares as they may be advised. (Surendra Kaur v. Singh Egg. Works Pvt. Ltd. ([1977] 47 Comp Cas 638 (All)] refers]. In view of the same it is no necessary for me to go into respective allegations or the other arguments raised and noted by me. As a result, in view of what has been held above, these petitions are dismissed as not maintainable with the observation that if so advised, the parties might get their disputes adjudicated before an appropriate forum. The Hon'ble High Court of Rajasthan Jaipur as also recorded by the has already given liberty to the parties in its order dated 08.01.2011 to agitate their matters before the appropriate forum having competent jurisdiction in the matter.

68. In this matter C.Ps Nos. 19 to 22 were heard immediately after the impleadment Application (CA. 39/10) and before the disposing of CPs. 13 to 16 as the prayer for transfer/transmission pertained to the same shares of Late Maharaj Jagat Singh which were sought to be transmitted in C.P Nos. 13 to 16. As regards C.A No. 39/10 for impleadment in the proceedings in C.P Nos. 13 to 16, as the CPs. are net maintainable, the C.A for impleadment of parties in the C.P becomes infructuous. Even otherwise, even independent C.P Nos. 19 to 22 of 2010 filed by the Applicants and other Petitioners are also held to be non-maintainable for the same detailed reasons as given in C.P Nos. 13 to 16 of 2009.

69. C.P Nos. 13 to 16 of 2009 and C.P Nos. 19 to 22 of 2010 are hereby dismissed as non-maintainable. C.A No. 39/10 has become infructuous. No order as to cost.

Maharaj Devraj v. S.M.S. Investment Corporation Pvt. Ltd.

Factual and Procedural Background

Legal Issues Presented

Arguments of the Parties

Petitioners' Arguments

Respondent Companies and Interveners' Arguments

Table of Precedents Cited

Court's Reasoning and Analysis

Holding and Implications

Maharaj Devraj v. S.M.S. Investment Corporation Pvt. Ltd.

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