Pune: A district court, on January 3, ruled in favour of Sulochana Kalyani (84), wife of eminent industrialist late Dr Neelkanth Kalyani, the Founder Chairman of Bharat Forge and Kalyani Group, who was barred from entering Parvati Nivas, their house in Kalyani Nagar, which is also the registered office of their company as her son Gaurishankar Neelkanth Kalyani, who was holding her power of attorney, had resigned on her behalf from eight companies. The district court was hearing an appeal against an order for temporary injunction passed by the civil court.
Sulochana, claiming her properties have been grabbed and nothing left with her, had moved the civil court against Gaurishankar (63) and his wife Rohini (53), who is managing director, against the resignations (of 2010) and in February 2017 the civil court had restrained them by temporary injunction for acting and claiming any rights or benefits in pursuance of the purported resignation, till decision of the (civil) suit. Gaurishankar and Rohini and the eight companies filed an appeal against this order in the district court, but on January 3, the district court dismissed the appeal.
The judgement of Ad-hoc District Judge RB Agarwal states, “Considering the fact that prima facie plaintiff (Sulochana) established that the defendant no 2 (Gaurishankar) was not given the power to resign and, therefore, prima facie the act of the defendant no.2 cannot be acceptable. Therefore, the plaintiff has proved the prima facie case. The balance of convenience tilts in favour of the plaintiff as she has not given any authority for resignation.
“Her status as a director of the company has been vanished due to the act of the defendant and, therefore, there is an irreparable loss to the plaintiff. Hence, the plaintiff has proved all the ingredients for the grant of temporary injunction. The impugned order is based on proper appreciation of facts does not warrant any interference.
“It is the contention of the defendant no.2 that he signed the resignation in presence of the plaintiff at her residence and so she has knowledge of resignation. I do not agree with this submission because if the plaintiff was present then what prevented the defendant no 2 to obtain the signature of the plaintiff on the resignation letter.”
Sulochana was removed from the directorship of M/s Kole Investment and Trading Company Private Limited, M/s Vasantgad Investment and Trading Company Private Limited, M/s Malika Arjun Poultry and Agro Enterprises Private Limited, M/s Hattarki Investment Company Private Limited, M/s Takale Investments Company, M/s Mogara Investments Private Limited, M/s Takwe Investments Company, M/s Brahaspati Agricultural and Poulty Products Private Limited.
Sulochana’s case: ‘All my properties grabbed’
As per suit filed by Sulochana, “Taking undue advantage of the fact that husband of the plaintiff (Sulochana) Dr Kalyani was at an advanced age and he was not in a position to fully devote himself to his duties, Rohini started taking control over all executives of Kalyani Forge Limited and family companies of Dr Kalyani. Without realising the ulterior motives of Rohini, the plaintiff and her husband Dr Kalyani started believing her. Thus, Rohini managed to gain the confidence of Dr Kalyani and also of Gaurishankar who was unfit and under the influence of Rohini. As Gaurishankar could not attend to the responsibilities of looking after family business and age of Dr Kalyani was advancing, in 2005 Rohini was appointed executive director of Kalyani Forge Limited and subsequently as its managing director. After that, her behaviour and conduct started changing towards plaintiff and her husband. Rohini has grabbed substantial properties and assets of N S Trust including corporate properties or individual properties in the name of Gaurishankar and/or his son Viraj, and nothing is left with the plaintiff. In January 2010, plaintiff came to know that defendants have tried to grab almost all immovable properties in her and her husband’s name. Plaintiff and her husband deeply hurt by the activities of the defendants, as they have taken utmost care for the welfare of the defendants and their children. Plaintiff has tried to inquire with the defendants about misdeed committed by them but there was no response from them as the purpose to grab the properties and assets of the plaintiff were over.”
Gaurishankar and Rohini Kalyani’s version
In their defence, Gaurishankar and Rohini Kalyani filed versions before the court:
“The plaintiff was unable to attend her work regarding management, protection and administration of movable and immovable property and so she appointed Gaurishankar as her power of attorney holder to look after her financial affairs, disposition and acquisition of the property. Though there is no specific clause as far as resignation is concerned but after reading entire clauses of the power of attorney, the true intention of the plaintiff can be gathered which shows that Gaurishankar had implied authority to resign. Due to the old age of the plaintiff, she expressed her desire to resign from the directorship, in consultation with her husband Dr Kalyani and as such on the instructions of the plaintiff, Gaurishankar prepared and signed the said resignation letter dated 07/01/2010 in front of the plaintiff as her power of attorney holder and also explained the contents therein, therefore, the said resignation is legal, valid and binding on the plaintiff. Therefore, the suit should be dismissed.”
They added, “Resignation is dated 07/01/2010, power of attorney is dated 03/06/2008. There is no evidence to show that the plaintiff got the knowledge of resignation on 02/05/2011. So, the cause of action shown in the suit is imaginary. The plaintiff has right to approach Company Registrar. The resignation was accepted and the new director (their daughter Sheetal Gaurishankar Kalyani) is appointed and joined and so prayer for interim relief becomes infructuous. There is no provision in Company Law that director cannot give power to another person for giving resignation. The defendant no.2 (Gaurishankar) has authority to resign after considering the true intention of the clauses of the power of attorney.”
Rohini further submitted: “Late Dr Neelkanth Kalyani was in good health, mentally as well as physically and due to the capabilities of defendant no. 3 (Rohini) and her managerial skills, was impressed and thereafter defendant No. 3 was appointed as executive director and thereafter the managing director, by following due process of law. As such, there is no question of exercising any undue influence as alleged. It is contended that other family members are having a grudge and facial expression against the appointment of defendant No.3, therefore, managed to turn the plaintiff against these defendants. Properties were transferred as per the wishes of the plaintiff as well as her husband and on their directions.”