Sanjay Somany And Ors. Vs Hindusthan National Glass And Industries Limited (HNGIL) And Ors. (Calcutta High Court)
Calcutta High Court Stays SFIO Probe Into Alleged Misuse Of HNGIL Exempted Employees’ Provident Fund Trust
Summary: The Calcutta High Court considered three appeals arising from a common judgment and order dated 3 August 2026 by which the learned Single Judge had extended an ex parte ad interim injunction dated 16 June 2026, dismissed two applications seeking vacation of that injunction, and invited affidavits in the pending injunction petition. APO/56/2026 was filed by defendant nos. 2, 3 and 4, APO/57/2026 by defendant nos. 5 to 8, and APO/58/2026 by defendant no. 1. The underlying suit was one for recovery of money, with the first two prayers seeking sums exceeding Rs.20 crores and Rs.35 lakhs respectively.
The plaintiff company had undergone a Corporate Insolvency Resolution Process and the allegations in the suit concerned alleged defalcations relating to the funds of an Exempted Employees Provident Fund Trust. The appellants raised several objections, including that the plaintiff company and the Provident Fund Trust were separate legal entities; that the Trust was not an entity under the Companies Act, 2013 capable of being investigated by the Serious Fraud Investigation Office (SFIO); that the requirements for an ex parte injunction had not been met; that SFIO investigation had been directed without a pleading or prayer to that effect; that material facts had allegedly been suppressed; and that Section 94 of the Code of Civil Procedure, 1908 had been incorrectly invoked.
The plaintiff supported the Single Judge’s directions and informed the Division Bench that SFIO had issued a communication dated 11 September 2026 seeking various documents. The Division Bench observed that the allegations relating to the alleged defalcation required consideration and that questions concerning the plaintiff’s entitlement to maintain its case in relation to the affairs of the Exempted Employees Provident Fund Trust, along with other issues, should ideally be decided by the Trial Judge. Since the injunction petition itself remained pending and the Single Judge had invited affidavits while pronouncing upon some of the grounds now raised by the appellants, the Division Bench considered it appropriate to keep all points of the respective parties open for final determination.
It accordingly modified the impugned judgment by staying the direction for investigation by the SFIO. If, after contested hearing of the injunction petition, the Trial Judge directs SFIO investigation, SFIO was restrained from undertaking such investigation for 15 days from that judgment and order. The impugned order dated 3 August 2026 was limited until 31 December 2026. Time for the defendants to file affidavits-in-opposition was extended by one week, with replies within two weeks thereafter, and the injunction petition was directed to be listed three weeks hence if not already listed. If the injunction petition is not heard and decided by 31 December 2026, the parties were given liberty to seek appropriate orders from the Trial Judge. All three appeals and pending applications were disposed of without costs.
FULL TEXT OF THE JUDGMENT/ORDER OF CALCUTTA HIGH COURT
1. Three appeals are taken up for analogous hearing as they emanate out of the same impugned judgment and order dated August 3, 2026.
2. By the impugned judgment and order, learned Single Judge, extended the ex parte ad interim order of injunction dated June 16, 2026. Learned Single Judge dismissed the two applications for vacating. Learned Single Judge, however, invited affidavits in the injunction petition.
3. APO/56/2026 is an appeal at the behest of the defendant nos. 2, 3 and 4. APO/57/2026 is an appeal at the behest of the defendant nos. 5 to 8, while APO/58/2026 is at the behest of the defendant no. 1.
4. The three sets of appellants through their respective learned counsels advanced elaborate arguments on various issues. Largely, they are as follows:-
(i) Plaint is at the behest of a limited liability company seeking relief in relation to affairs of an Exempted Employees Provident Fund Trust;
(ii) Plaintiff and the Exempted Employees Provident Fund Trust are separately legal entities;
(iii) If at all any defalcation occurred in the affairs of the Exempted Employees Provident Fund Trust, the same cannot be investigated into by a Serious Fraud Investigation Office (SFIO) established under the provisions of the Companies Act, 2013 since at the behest of the plaintiff, the Exempted Employees Provident Fund Trust is not an entity within the meaning of the Act of 2013;
(iv) The ex parte ad interim order passed on June 16, 2026 did not meet the three mandatory conditions for grant of an ex parte order of injunction;
(v) The order directing investigation by SFIO was without any pleading or prayer to such effect;
(vi) There is no allegation in the plaint or in the injunction petition that, there was any defalcation made at the behest of the employer that is, the plaintiff company;
(vii) Plaintiff is guilty of suppression of material fact, namely, filing of a police complaint dated June 8, 2026 or at least, the factum of filing of the police complaint dated June 8, 2026 not being brought to the notice of the Court passing the order dated June 16, 2026 on such date, and
(viii) Section 94 of the Code of Civil Procedure, 1908 was incorrectly invoked by the learned Single Judge.
5. In support of the contentions noted above, various authorities were cited at the Bar.
6. Learned Senior Advocate appearing for the plaintiff draws the attention of the court to the pleadings of the plaint as also the injunction petition. He submits that, adequate cause of action of the plaintiff to institute the suit appears on the pleadings in the plaint itself. According to him, the learned Single Judge was justified in directing investigation by the SFIO at the ex parte ad interim stage itself. Learned Single Judge was also justified in continuing with the ex parte ad interim order passed on June 16, 2026 by the impugned judgment and order dated August 3, 2026.
7. In response to query of the Court as to the stage of SFIO investigation, learned Senior Advocate appearing for the plaintiff submits on instructions that, his client received a communication dated September 11, 2026 from the SFIO requesting for various documents.
8. Suit is for recovery of money. The first two prayers of the plaint relate to money decrees. The first prayer is for recovery of a sum in excess of Rs.20 crores while, the second prayer is for recovery of a sum in excess of Rs.35 lakhs.
9. There are a number of defendants in the suit. Recovery of sums of money in prayers (a) and (b) of the plaint is against the identified defendants in the suit.
10. Plaintiff as an existing company within the meaning of the Act of 2013 faced Corporate Insolvency Resolution Process (CIRP). In such process, initially, a Resolution Professional was appointed. Thereafter, in such Corporate Insolvency Resolution Process, a Resolution Plan was approved and the present management of the plaintiff came into being.
11. Court is informed that, there are proceedings pending with regard to the assumption of management of the plaintiff company by the present management. We are not concerned about the same here presently.
12. Allegations in the plaint relate to alleged defalcations with regard to the funds of an Exempted Employees Provident Fund Trust. Such allegations require consideration. Issue as to whether or not the plaintiff can justifiably run a case as against the defendants in relation to the affairs of an Exempted Employees Provident Fund Trust should be decided. Ideally, such decisions be rendered by the learned Trial Judge. Apart from the issue as noted above, there are other issues which require consideration of the learned Trial Judge.
13. In the facts and circumstances of the present case, the learned Trial Judge dismissed the two applications for vacating, however, keeping alive the injunction petition itself. Learned Trial Judge proceeded to afford an opportunity to the parties to file affidavits in the injunction petition. As noted above, learned Trial Judge, by the impugned judgment and order, pronounced on the some of the grounds which, the appellants before us canvassed. At the same time, learned Single Judge invited affidavits to be filed in the injunction petition itself.
14. The common grievance of the appellants is that, since, the issues were decided by the learned Trial Judge as noted under the heading of “Points for Consideration” in the impugned judgment and order, the appellants will be prejudiced if, those decisions are not set aside or at least, not called to be of such a nature as not to impede a final decision on the self-same grounds on contested hearing of the injunction petition.
15. As noted above, the injunction petition itself is yet to be heard and disposed of. What was done was the learned Trial Judge dismissed the vacating applications while keeping the injunction alive and allowing the parties to file affidavits therein.
16. In such circumstances, we modify the impugned judgment and order by staying the direction with regard to the investigation by the SFIO. In the event of contested hearing of the injunction petition, learned Trial Judge is pleased to direct the investigation by the SFIO, in such an eventuality, SFIO will not undertake the investigation for a period of 15 days from such judgment and order.
17. It would be appropriate to keep all points of the respective parties open to be decided finally by the learned Trial Judge in the injunction petition. We are issuing the directions as contained herein as the defendants would stand prejudiced with some of the issues raised being decided and being required to file affidavits in the injunction petition. Deciding all issues in the injunction petition without the same being disposed of by the learned Trial Judge would not be in the best interest of justice.
18. It would be appropriate to limit the impugned judgment and order dated August 3, 2026 till December 31, 2026.
19. On the prayer of the appearing defendants, time to file affidavit-in-opposition to the injunction petition is extended for a period of one week from date. Reply, if any, thereto be filed within a period of two weeks thereafter. Injunction petition be listed before the learned Trial Judge three weeks hence, if not already listed.
20. Court is assured that, none of the parties will seek an adjournment of the hearing of the injunction petition on any ground whatsoever.
21. However, in the eventuality, the injunction petition is not heard and decided by December 31, 2026, the parties are at liberty to apply before the learned Trial Judge for appropriate orders.
22. APO/56/2026, APO/57/2026 and APO/58/2026 along with all pending applications are disposed of, without any orders as to costs.
23. I agree.
