JUDGMENT - S.C. PRATAP, J.:---These two appeals by defendant No. 1 arise out of interim injunction proceedings. Appeal from Order No. 3 of 1984 challenges the injunction order of 20th December, 1983 passed by the City Civil Court in Notice of Motion No. 6494 of 1983 in Suit No. 7239 of 1983 while the other appeal arises out of an order of 30th December, 1983 passed by the said Court in vacation declining to interfere in vacation with the aforesaid order of 20th December, 1983. 2. To appreciate the dispute, a reference briefly to certain facts and circumstances become necessary. The appellant-defendant No. 1 is a Public Limited Company (hereinafter Brooke Bond). Between Brooke Bond and another company-Centron Industrial Alliance Ltd. (hereinafter ''Centron''), a scheme of arrangement was entered into for amalgamation of Centron with Brooke Bond. The said scheme has been approved by the majority of shareholders of both these Companies. Brooke Bond and Centron have moved the High Court at Calcutta and this High Court respectively for sanction thereto. Proceedings in that respect are pending in both these High Courts. 3. One Dinkar V. Landge, a shareholder of Centron, filed in the City Civil Court, Suit No. 6778 of 1983 against Brooke Bond and took out notice of motion for interim relief. On 1st December, 1983 he obtained an ex parte ad interim injunction which in effect sought to restrain Brooke Bond and its shareholders from transacting any business whatever at the Company's 71st Annual General Meeting scheduled to be held at 10.30 a.m., the next day 2nd December, 1984. However, this order reached Brooke Bond at Calcutta in the afternoon of 2nd December, 1984 after the Annual General Meeting was held. Immediately on receipt thereof, Brooke Bond a stayed implementation of the resolutions earlier passed at the said meeting. It then filed in this High Court appeal against the aforesaid order and moved for urgent reliefs. This appeal was admitted on 6th December, 1983 and simultaneously the impugned order was stayed. The appeal was peremptorily heard on 20th December, 1983 by Gadgil, J. By judgment of 21st December, 1983, the said appeal was allowed, the trial Court's order was set aside and Landge's motion dismissed. This appeal was admitted on 6th December, 1983 and simultaneously the impugned order was stayed. The appeal was peremptorily heard on 20th December, 1983 by Gadgil, J. By judgment of 21st December, 1983, the said appeal was allowed, the trial Court's order was set aside and Landge's motion dismissed. While this was the position in Landge's matter, this same learned Advocate moved the same trial Court in another suit (which, in the meanwhile, was filed by the present plaintiff No. 1) for an ex parte ad interim injunction in terms virtually similar to those in Landge's matter. And significantly enough, the same trial Court passed another order of ex parte ad interim injunction notwithstanding the High Court stay of the earlier similar order. Efforts in the vacation to have the same vacated were in vain. Hence these appeals. 4. Though normally one would have relegated the parties to the hearing of the notice of motion by the trial Court. I have, in the exceptional facts and circumstances of this case, declined to do so. Sending back this matter to the trial Court would be akin to playing into the hands of those who are responsible for this extraordinary litigation. Moreover, delay in a matter like this can only aggravate the great hardship and continuing loss to Brooke Bond and its over 22000 shareholders and devalue the process of justice. 5. I have, therefore, heard the respective Counsel in extenso on the merits of the dispute. Hearing and considering their rival submissions, I am more than satisfied, that the impugned order of 20th December, 1983 is unwarranted and unsustainable and one which should never have been made. Indeed, Counsel for the plaintiffs was unable to set forth a single convincing reason in support thereof. A careful perusal of the plaint and its substratum, the scheme of amalgamation, together with some application of judicial mind would have brought home to the trial Court that there was no case for granting the rather extraordinary interim order. This was all the more so because the High Court had already stayed an earlier similar order of the same learned trial Judge. It is also unfortunate that the trial Court has virtually ignored the amended (in 1976) Order 39 A of the Code of Civil Procedure. This was all the more so because the High Court had already stayed an earlier similar order of the same learned trial Judge. It is also unfortunate that the trial Court has virtually ignored the amended (in 1976) Order 39 A of the Code of Civil Procedure. Though under it, reasons are mandatory, the original record sent for in this case does not disclose reasons in support of the impugned order of 20th December, 1983. As will presently be seen, the notice of motion was for more than one reason liable to be dismissed. 6. At the very threshold one finds that the suit itself is beyond the pecuniary jurisdiction of the trial Court. The plaintiff seeks relief, permanent as also interim in respect of Rs. 688 lakhs as also in respect of the distribution of dividends, the quantum whereof was more than rupees three crores. In the face of these disclosures in the plaint itself, patently untenable averment has been made in the valuation clause paragraph 42 that the reliefs were not capable of monetary valuation. This should have struck the trial Court at the forefront and at once put it on guard. On this short ground viz., patent want of jurisdiction, the plaint and the motion were liable to be returned for presentation to the proper Court. 7. There is also another significant feature of this litigation. When the suit was filed in December 1983, the plaintiff was not even a shareholder of Brooke Bond. Undisputedly, his name did not stand in the register of members of the Company. Once upon a time he held two hundred equity shares of which 150 shares were transferred in favour of the Bank of India almost five years back in February 1979 under a transfer form duly signed by him in December 1978 and the remaining 50 shares were transferred in favour of the Oriental Fire and General Insurance Company Limited more than one year back in October 1982 under transfer form duly signed in September 1982. Thus, when this suit was filed, he was not a shareholder. Even so a false averment has more than once been made in the plaint that he is a shareholder thus dishonestly seeking to invest himself with a locus for this suit. Thus, when this suit was filed, he was not a shareholder. Even so a false averment has more than once been made in the plaint that he is a shareholder thus dishonestly seeking to invest himself with a locus for this suit. In the context it is significant to note that to the plaint what is annexed is notice of the 1981 (70th) Annual General Meeting and not the 1982 (71st) Annual General Meeting, the holding of which was sought to be prevented by an injunction. Contention that the plaintiff bona fide believed that he was a shareholder cannot be accepted. The plaintiff, who has shown considerable ingenuity and knowledge of the working of companies and who is himself a share broker, could by no stretch be under such belief. On this ground also, therefore the suit was not maintainable. 8. Learned Counsel for the plaintiffs contended that the situation changed after leave under Order 1. Rule 8 of the Code of Civil Procedure was granted and after one Batanlal Dalal was joined as plaintiff No. 2. In the present proceedings it is not necessary to consider the effect of such leave. But it must be noted that till this date Dalal has not obtained any order of interim injunction. Besides, on the facts and circumstances and the averments in the present plaint which have been adopted by him, I have my own grave doubts whether Dalal would be entitled to such an injunction. 9. Assuming, however, that the trial Court had jurisdiction to entertain and try this suit and further assuming that the original plaintiff was entitled to sue (both difficult assumptions, indeed), let us initially turn to the foundations of this suit viz., the plaint. It is a long-winding document running into nearly 200 pages. That, however, is immaterial if a case is otherwise well made out. But going through this plaint one is reminded of the phrase "sound and fury signifying nothing". It is an ambiguous document of an overbearing nature. It is a conglomeration of sorts and an admixture of elements and features irrelevant as also of a nature oppressive. There is reference to the scheme of arrangement relating to the amalgamation of Centron with Brooke Bond. A number of pages have been devoted thereto. It is an ambiguous document of an overbearing nature. It is a conglomeration of sorts and an admixture of elements and features irrelevant as also of a nature oppressive. There is reference to the scheme of arrangement relating to the amalgamation of Centron with Brooke Bond. A number of pages have been devoted thereto. One would have thought that with even half the anxiety shown therein, the plaintiff would not have failed to move the Calcutta High Court where sanction proceedings are pending. One then finds reference to a scooter project as also to certain excise liability which has already stood discharged vide affidavit on behalf of Brooke Bond. There is also reference to one R.J. Ballaster in respect of whom an ordinary resolution was moved at the 71st Annual General Meeting approving the remuneration payable to him as a whole time Director for the period 1st October, 1982 to 2nd April, 1983 as already approved by the Central Government by its letter dated 14th September, 1982 as amended by subsequent letters on 27th November, 1982 and 8th June 1982. Moreover, on each of these matters Brooke Bond management has been acting in the best interests of the Company and its shareholders. Also interesting is the fact that several pages of the plaint stand devoted to an altogether unconnected litigation viz., Suit No. 2303 of 1979. It is difficult to see the relevance of all these averments. Prolix and appessive as these are, none of those debar or can prevent the holding of the statutory Annual General Meeting or the consideration of the ordinary and special business there at. None of these matters deprive Brooke Bond or its shareholders of any advantage or benefit to which they would otherwise be entitled to. None of these matters affect the legality and validity of the said meeting. The heat and dust sought to be raised is no better than storm in a teacup. The whole exercise partakes the character of much a do about nothing. There also appears to be a deliberate attempt to confuse and confound and in the process subvert the interests of Brooke Bond and its entire body of shareholders or in any event an overwhelming majority thereof. 10. Even on the question of dividends one fails to see any loss or prejudice. One would have thought that share-holders would welcome a dividend. 10. Even on the question of dividends one fails to see any loss or prejudice. One would have thought that share-holders would welcome a dividend. Indeed if a Company, despite large profits refuses to declare and disburse dividend on hypothetical grounds of future uncertain contingencies, its Share-holders would have legitimate grievance to make. Here is a case where Brooke Bond is acting in the best interests of the Company and its share-holders while the plaintiff have been acting just to the contrary. Their action is per se very strange and difficult to appreciate. It is strange that a share-holder should obtain an interim injunction against his own company not to pay him dividend. It is also strange that a share-holder should seek to restrain his own company from transferring substantial amounts to reserves. It is also strange that a share-holder should have at his heart not the interests of his own Company but that of a hopelessly sick unit Centron. These aspects and elements lead to a considerable doubt on the plaintiffs. There is considerable substance in the contention on behalf of Brooke Bond that it is not the original plaintiff, who is not even a share-holder nor the added plaintiff who holds only a hundred equity shares who is or are interested in this litigation, but it is a known third party, one Malhotra who has been setting up such persons and proceedings with ulter or motives and exploiting to the full the judicial machinery in that behalf. 11. It is needless to enumerate in this order statements in the plaint which, according to Brooke Bond's learned Counsel, are false statements but which according to the plaintiffs learned Counsel, are statements which may ultimately turn out to be not correct but, when made were made bona fide. Suffice it to note that going through the plaint and the annexures and the affidavits, I have gathered a strong impression that the statements in question were made not bona fide but deliberately with ulterior motives and consciously misquoting authentic documents with a free recourse to the pernicious modus of suggestio falsi and supperessio veri. 12. It was submitted by the plaintiffs learned Counsel that the scheme of amalgamation is in fact being implemented by Brooke Bond. There is nothing on the record to support this contention. Indeed, this record is just the contrary. 12. It was submitted by the plaintiffs learned Counsel that the scheme of amalgamation is in fact being implemented by Brooke Bond. There is nothing on the record to support this contention. Indeed, this record is just the contrary. The scheme itself states that its implementation is conditional upon various approvals in question that the amalgamation shall be deemed to be affected from the date on which the last such approval is obtained. The scheme is under challenge in the High Court at Calcutta as also this High Court to the said scheme is still being awaited. The scheme itself also categorically states that "the transfer date" means the close of business on 30th June, 1980 or such other date as the High Courts at Bombay and Calcutta may direct. Under the circumstances, there is a long distance yet to be travelled before the scheme becomes, if at all, ripe for implementation. Indeed, any attempt to implement it before sanction would be illegal and bad. 13. Coming then to the question of irreparable damage and balance convenience which had to be made out by the plaintiffs before becoming entitled to an order of interim relief there is not a single circumstances making out a prima facie case in that behalf that plaintiff's learned Counsel was unable to set forth a single convincing ground. Neither transfer of substantial surplus to reserves nor payment of reasonable dividends to share-holders can cause any irreparable damage. The financial position of Brooke Bond is extremely sound. Even if the scheme is sanctioned and even if share-holders of Centron were to receive dividends from the transfer date 1980 onwards with the ratio of equity shares as proposed, the total quantum of dividend payable would not exceed rupees thirteen lakhs. This figures constitutes but a few drops in Brooke Bond's bowl of reserves. 14. It was, however, contended that since Brooke Bond must take provision for all contingent liabilities, it should have provided for the liability which it may have to fulfil in the event of the scheme of amalgamation coming through hereafter. It is not possible to agree. Indeed making provision for such a hypothetical or potential liability would not be legal and valid. It is not possible to agree. Indeed making provision for such a hypothetical or potential liability would not be legal and valid. Learned Counsel for Brooke Bond invited my attention to Schedule VI, Part III of the Companies Act, 1956, and in particular to the following : 7(1)(a) : "The expression 'provision' shall, subject to sub-clause (2) of this clause, mean any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets, or retained by way of providing for any known liability of which the amount cannot be determined with substantial accuracy". Thus, a company has to make provisions for a "known liability". My attention was also invited to Spicer Pegler's Book-keeping and Accounts (Seventeenth Edition) wherein, while dealing with a similar provision in the Companies Act, 1956, it is observed : "It will be recognised from the above definitions that the meaning given to the expression 'provision' is much narrow than that usually attributed to it in framing accounts. For the purposes of the Companies Act the word 'provision' must not be used as it communal is used in practice, to describe amount set aside to provide for prospective or even potential losses or liabilities. It must only be employed to indicate known depreciation or dissemination in the value of assets, and known liabilities, the amount of which, however, cannot be estimated with reasonable accuracy". Such being then, the statutory as also the legal position, any attempt on the part of Brooke Bond to make any provision for liability, which may arise in the future in the event of the scheme of amalgamation being through, would not be legal and valid. Indeed, liability arising out of the scheme of amalgamation, if it goes through, cannot today be said to be even a contingent liability. Thus, the Brooke Bond management must be held to have acted prudently and wisely by following and adhering to the correct principles of accounting as also by following and adhering to the statutory provisions of the Companies Act, 1956, and in the process also acting in the best interests of the Company and its share-holders. 15. The plaintiffs have thus failed to make out a prima facie case in irreparable damage and balance of convenience. 15. The plaintiffs have thus failed to make out a prima facie case in irreparable damage and balance of convenience. Indeed just the reverse would be the effect of plaintiffs suit and reliefs interim and permanent sought for therein causing considerable damage to Brooke Bond and its share-holders of whom plaintiff themselves claim to be some. Qua the plaintiffs, there is no injury threatened at all. The purported injury is a figment of their imagination invented to initiate and bolster up this litigation at the instance of one prominently behind the curtain. I am more than satisfied that the plaintiffs have miserably failed to make out any case. Reference in this context may be made to a Division Bench ruling of this Court in (Narayandas Kanuga v. Saraswatibai D. Joshi)1, 60 Bom.L.R. 622, to the effect : "Order XXXIX, Rule 2, of the Civil Procedure Code, 1908, which deals with granting of temporary injunctions, requires that some injury must be threatened. Injury must be legal injury and not any fanciful injury. In all cases where injury is alleged the Court is put on an enquiry as to what are the contents of the rights claimed by the plaintiff. Assuming that some such right is shown, the second element to be considered is whether irreparable injury or inconvenience may result to the plaintiff if the same is refused. It is the duty of the Judge to be careful in the exercise of the powers of granting temporary injunctions and he must by carefully questioning the applicant ascertain whether a real case exists for the grant of the same. He must be satisfied that the law permits it and the emergency demands it. It should not be granted lightly or inadversely. Even if granted, the absent party ought to be sufficiently protected". In the context of the different and variety of disputes including interim relief proceedings coming up before it, the trial Court surely could not have been unaware of this ruling. If only the tests laid down therein, and which tests were binding on the trial Court as also on this Court, had been followed and applied the impugned order would not have been made. Under the amended provisions of Order 39 of the Code of Civil Procedure, the position is still more stringent. If only the tests laid down therein, and which tests were binding on the trial Court as also on this Court, had been followed and applied the impugned order would not have been made. Under the amended provisions of Order 39 of the Code of Civil Procedure, the position is still more stringent. One is constrained to observe that the impugned order of 20th December, 1983 is made lightly and without application of judicial mind. The plaintiffs have failed to make out any real case. The notice of motion fails to fulfil the requisite tests for an order sought therein. The same is liable to be dismissed. 16. One cannot help observing that this suit reflects a frivolous and vexatious litigation constituting a clear abuse of the process of Courts and the instruments of justice. It is precisely to meet situations inter alia as the one here that the Legislature amended Order XXXIX of the Code of Civil Procedure highlighting the duty of the litigant and the responsibility of the Court. But to subserve ulterior motives and collateral purposes the plaintiffs have deliberately noted in breach thereof. Their action and conduct are bereft of bona fides and their motives are suspect. With full knowledge of an almost exactly similar proceeding by Landge the same learned Advocate of Landge obtained yet another ex parte interim order under virtually the same averments as in Landge's suit. Indeed, major part of the plaint in the present case is almost verbatim the same as in Landge's. And as Landge, the original plaintiff here also is not even a share-holder. Also unfortunate is the conduct of obtaining adverse orders having serious consequences without notice to Brooke Bond though it has its offices in Bombay and when it was, to the knowledge of all, very much present in Court itself contesting Landge's proceedings by the same Advocate. A sinister modus operandi is resorted to throughout. Equally unfortunate is the fact that press notes are issued and letters written to bankers apparently seeking to keep all concerned posted with different developments but without a full, faithful and honest disclosure. A situation virtually paralysing Brooke Bond management and administration is sought to be brought about. Another Company in its place would have well suffered considerably in its name and reputation and, for ought one knows, ultimately succeeded to the machinations of the plaintiffs and their like. A situation virtually paralysing Brooke Bond management and administration is sought to be brought about. Another Company in its place would have well suffered considerably in its name and reputation and, for ought one knows, ultimately succeeded to the machinations of the plaintiffs and their like. Indeed, that strongly seems to be the object of this litigation. 17. Such then being the facts and circumstances, the impugned order of 20th December, 1983 is liable to be set aside. Gadgil, J., hearing appeal from a similar interim order in Landge's matter allowed the same and dismissed the motion. I see no good reason for any different course in the present case which is yet another round of fruitless and frivolous litigation. Moreover, once courts finds that there has been utter lack of bona fides, that there has also been blatant abuse of the processes of Courts and that there has been resort to a vexatious litigation. It should then become its duty to nip it in the bud and put an end thereto. The earlier the better for people's confidence in Courts and administration of justice. As in Landge's matter the situation here also demands that the notice of motion be dismissed. 18. In the result, Appeal from Order No. 3 of 1984 is allowed. The impugned order dated 20th December, 1983 is set aside and the notice of motion is dismissed. In view thereof, no separate order is necessary in Appeal from Order No. 4 of 1984 save and except that the said appeal does not survive. 19. This is a fit case for an order of compensatory costs and the same should be quantified. I would, therefore, direct respondents Nos. 1 and 3 (plaintiffs) to pay to the appellant (defendant No. 1) costs of the present proceedings viz., Appeal from Order No. 3 of 1934, Appeal from Order No. 4 of 1984, Civil Application No. 6 of 1984 and Civil Application No. 7 of 1984, altogether quantified at Rs. 2500/-. -----