TaxTMI 
TaxTMI 
2021 (5) TMI 278
X X X X Extracts X X X X
X X X X Extracts X X X X
....of total issued and paid up share capital of 1000 shares of Rs. 10 each. The Petitioner further contends that there has been an illegal allotment of 250 equity shares of the Petitioner to Respondent No. 5 or Respondent No. 6 or Respondent No. 7 or to Respondent No. 8 jointly or severally. However, the Petitioner holds 25% of equity shares on the Respondent No. 1 Company before the illegal allotment of shares. The Respondent No. 1 Company is the Pvt. Ltd. Company incorporated in the Companies Act, 2013 on 04.01.2016. The Respondent No. 2 to Respondent No. 4 are the shareholders or the Directors of the Respondent No. 1 Company holding 2500 equity shares of Rs. 10 each. 3. The Petitioner and the Respondent No. 2 to Respondent No. 8 are family members, Respondent No. 2 is the brother of Petitioner, Respondent No. 3 and Respondent No. 4 are cousin brother of Petitioner, Respondent No. 5 is the aunt of Petitioner, Respondent No. 6 is mother, Respondent No. 7 is the sister and Respondent No. 8 is the cousin sister of the Petitioner. Respondent No. 1 Company is owned by the Keer Hotels Pvt. Ltd. in which the Petitioner and the Respondent No. 2 to Respondent No. 4 are Directors and equal s....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the Company wherein the license fees has been deposited, thereafter, the police has also informed the HDFC bank to defreeze the account as the Petitioner has filed the civil suit. 9. The Petitioner issued legal notice through its counsel regarding the Oppression and Mismanagement done by Respondent No. 2 to Respondent No. 4 and that the Petitioner has not received any remuneration, salary or dividend. 10. The Petitioner filed suit no. 9972 of 2019 and SC suit no. 9973 of 2019 before the Hon'ble City Civil Court, Dindoshi seeking declaration and injunction to restrain the defendants from operating the bank accounts. No interim orders were passed by the Hon'ble City Civil Court, Dindoshi. 11. The Petitioner further submitted that there is an MOU between the parties on 18.02.2019 according to which the property of Respondent No. 1 will vests with Respondent No. 3 and Respondent No. 4 and the plaintiff is not entitled to claim any property, income from Respondent No. 1. However, the Petitioner submitted that the MOU was never implemented by the parties. Aggrieved by the said Order, the Petitioner has filed an Appeal before the Hon'ble Bombay High Court. The Hon'ble ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ith their hard work and purchased properties all over the Mumbai. The entire dispute is about the property at Fulcrum situated at Sahar Road, Andheri East, Mumbai. Mr. Manmohan Singh Keer and Mr. Sarbans Singh Keer had established two prime properties namely Hotels Kings International which is situated at Juhu Tara Road, Vile Parle West, Mumbai and Commercial Property at Fulcrum situated at Sahar Road, Andheri East, Mumbai. Both the properties were managed under the name of M/s. Keer Hotels Pvt. Ltd. and Mr. Manmohan Sigh died on 24.01.2014, however, the brother were living amicably and doing the business together further in view of the facts that all the brothers and their family were expanding, the brother had decided to undergo for an partition. It was decided that the commercial premises of Fulcrum will go to the share of Respondent No. 3 and Respondent No. 4, i.e., sons of Sarbans Singh Keer and the Hotel of King International will go the share of Petitioner and Respondent No. 2, i.e., the sons of Manmohan Singh Keer. 17. The memorandum of family arrangement cum memorandum of family understating dated 18.02.2019 hereinafter call MOU was executed between the parties. The Respo....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ompany to the extent the same may be considered applicable." 20. The Petitioner started managing and taking care of the share, i.e., the hotel division and has withdrawn Rs. 1.5 Crores from the Bank Account of Keer Hotels Pvt. Ltd. The Respondent No. 2 was allotted the food and beverage of Kings International hotel which consist of three restaurants. The Petitioner has filed the suit before the Hon'ble City Civil Court, Dindoshi and issued frivolous notice claiming that the demerger scheme has not been promulgated and completed in terms of MOU dated 18.02.2019 and no relief were granted by the Hon'ble City Civil Court, Dindoshi and nor by the Hon'ble Bombay High Court and the disputes were sought to be resolved by the mediation. Reply of Respondent No. 2: 21. The Respondents at the outset claimed that the present Petition is not maintainable and is sought to be dismissed. 22. The Petitioner has field two suits for similar reliefs at Hon'ble City Civil Court, Dindoshi and failed to produce any order and have further filed an appeal where the Hon'ble Bombay High Court has appointed Mr. S.G. Deshmukh, Advocate to resolve the disputes between the parties and the....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the same as the same were corning to his share. This Respondent states that this Respondent has till today spent a sum of Rs. 10,00,00,000/- on renovation and refurbishment of the said hotels. 23. The Respondent No. 2 further stated that the Petitioner is trying to bring into the ambit of NCLT, the dispute which is already being adjudicated in the Hon'ble City Civil Court, Dindoshi and before the Hon'ble Bombay High Court. The Petitioner has intentionally suppressed the demerger scheme which reduced the shareholding pattern on the date of demerger. The shareholding pattern of the Petitioner has not been reduced but is according to his shareholding pattern in the Keer Hotels Pvt. Ltd. as per the compliance with the demerger order which was sanctioned and allowed as per the demerger scheme. Therefore, the Respondent No. 2 sought that the Petition is not maintainable and is liable to be dismissed with costs. Findings: 24. The Petitioner further filed an appeal before the Hon'ble NCLAT aggrieved by the impugned orders by this Bench refusing to pass an interim orders. The Hon'ble NCLAT on 13.01.2021 has directed the NCLT to endeavor and dispose the petition within 3 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....sent order in a way the same were denied and the matter was directed to be posted in regular course. Learned Counsel states that the main prayer in the Petition in Para 43 of the Petition. 3. The Learned Sr. Counsel for the Respondents submits that the matter was adjourned to 05th October, 2020 and thereafter on few dates this matter had come up before the Ld. NCLT but the Appellant himself took adjournment saying that the Appeal is pending. It is stated that pleadings in the Company Petition No. 1011/241-242/MB/2020 itself are complete and the Ld. NCLT now is in a position to even hear and dispose the main Company Petition itself. 4. It is stated the Company Petition is coming up before the Ld. NCLT on 22nd January, 2021. 5. We have heard the parties. We take into consideration Section 422 of the Companies Act, 2013 which requires the Ld. NCLT to make endeavor to expeditiously dispose the petition within three months form the date of presentation. We request the Ld. NCLT, Mumbai Bench to hear both the parties with regard to Interim Relief sought and make an effort to dispose the prayer for Interim Relief within two months. If it is possible for the Ld. NCLT to simultaneous....
X X X X Extracts X X X X
X X X X Extracts X X X X
....igh Court and now has chosen to come before this Tribunal being aggrieved by the acts of Oppression and Mismanagement by the Respondent No. 2 to Respondent No. 4 herein. The Petitioner has chosen to file these complains and raised similar reliefs for adjudication before the Hon'ble City Civil Court, Dindoshi and Hon'ble Bombay High Court and the matter is pending for the resolution before the Mediator. 28. The Petitioner has failed to establish any acts of Oppression and Mismanagement by the Respondent No. 2 to Respondent No. 4 herein. But in fact, the record demonstrates and establishes the fact that there has been an MOU between the parties acted upon by the parties. In pursuance of the family discussion, an Application was filed seeking a demerger of the Company's business and the said demerger scheme was sanctioned by the Hon'ble NCLT after passing the order of holding/dispensing with holding of meetings, order of admission and order of final sanction of demerger by the Tribunal on 07.03.2019 under Section 230-232 of the Companies Act, 2013. 29. The Petitioner was party to all the proceedings and has never objected to the sanctioning of the demerger scheme. Th....