TaxTMI 
TaxTMI 
2026 (3) TMI 1156
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.... No.1 company since 2008 i.e. for the last 17 years but by way of the impugned order, the management has been displaced. It is argued Respondent No.1 is a family company and earlier its management was with three groups viz the branches of three brothers i.e., the Vishwanath Group-the appellants; Jagdish Group and Mr. Shambhoo Nath Group, the respondents. The family was doing various businesses and one of it was run by a company namely M/s J.B. Daruka Papers Ltd i.e. Respondent No.1. 3. It was argued there were certain disputes between the parties in 2008 but with the help of Mr. Murari Lal Mathahelia, their real paternal uncle/Phupha, MOU was entered into, though orally and it was agreed there shall be a bid of the company/Respondent No.1, by three groups above and it shall go to the highest bidder. The terms of the bid were reduced in writing on 04.02.2008 and were signed by the parties. Such bidding terms were as under: - 1. Reserve Price of Bid has been decided at Rs. 4.00 Crore, 2. Minimum Bid difference is 1 0.00 Laks between Two Bids, of each Bidder, 3. Terms of payment after Bid finalization are as under: - a) Loan repayment of Loans of....
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....s were the highest bidders and an "x" amount was paid and thus the rights of parties stood determined and now the disputes left are qua the quantum of money to be paid to the two different groups viz Shamboo Nath and Jagdish Group. In support of his argument the learned counsel for the appellants referred to paras 24 and 27 of the Company Petition filed by the Respondents wherein they admitted they agree to exit; the appellants were the highest bidders and the MOU was reduced in writing. 9. It is also alleged by the appellants in lieu of the bid settlement document, the appellants had released the respondents from their personal guarantees and there is no document filed by respondents wherein they can allege an amount of Rs. 36 crore was agreed to be paid by the appellants herein except their pleading in para 24 of their Company Petition. It is argued the dispute now is only qua determination of quantum of money to be paid to them and is to be decided by Civil Court as, admittedly, a company court has no jurisdiction to pass a decree of specific performance per Pradeep R Kamdar & Others Vs Rajiv Sanghvi & Others MANU/MH/3520/2022. 10. It was argued where the Respondents admit....
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....dly signed by all the family members, including the Respondents herein. However, a letter dated 17.07.2009 of the Treasury Officer filed on record rather confirmed the stamp paper of such memorandum dated 05.06.2008, was in fact sold on 10.12.2008, thus it was argued it could never be the signatures of Respondents herein and it shows manipulation of record. 12. Further reference was made to letters dated 05.04.2010 written by appellant No.1 Mr. Suresh Kumar and Respondent No.12 Mr. Umesh wherein they admitted that signatures of Respondents were forged on the resignation letters. It read as under:- "Respected Rajju Bhaiya Sadar Pranam. There have been many mistakes on our part. We forged signatures of Santosh Bhaiya, Anand and you on the resignation from the directorship of the paper mill. The signatures of directors and guarantors on SBI's C/C limit, renewal and enhancement of Santosh Bhaiya, Purushotam Bhaiya. Shibbu Bhaiya, Anand and you were forged by me. Family settlement deed is completely fake and bogus. During partition, if unknowingly there has been any mistake from my younger brother Sanjay and Ramesh. apologies on their behalf too. Since ....
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....e cash amount paid and even the documents, though directed by the Company Law Board, were ever produced. 16. Thus it was argued except the bid document no other document was ever executed and the terms of said document were never complied with. It was argued Respondents No.2-7 had approx. 41% shares in Respondent No.1 company and they never executed any transfer deed. It was alleged on 01.02.2008 the Board was enlarged by the appellants without notice to Respondents No.2-7 and two directors namely Mr. Ramesh and Mr. Niranjan were added. On 01.02.2008, there was no discussion upon any alleged settlement and only discussion was of bid dated 04.02.2008 but its terms and conditions were never complied with by the appellants herein. The learned counsel for the Respondent also referred to two sets of resignation papers submitted by the appellant, i.e. one before the ROC and second filed alongwith the Criminal Revision Petition No.2580/2010 before Hon'ble High Court of Allahabad at Lucknow Bench and both resignation letters dated 15.02.2008 do reveal contents and place of signatures were different. 17. It is submitted by the learned counsel for Respondent despite various requests by....
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....r increase in the authorized share capital was ever given to Respondents No.2 to 7 upon the allegation that they had resigned as directors. This was nothing but oppression of the Respondents. Reference was also made to the schedule of unsecured loan in the financial statement of the company wherein the only infusion of the capital was Rs. 23 lakh hence there was no need to bring rights issue, without notice to the Respondents. 19. Reference was also made to an order dated 28.04.2009 of the Company Law Board wherein it was directed no decision should be taken in the Board Meeting which would affect the interest of the respondents herein and three days be given to the Respondents with a copy of agenda and the respondents shall be at liberty to send an Observor, but these directions were also never followed. Further on 20.04.2010 an order was passed by the learned NCLT for the interim joint arrangement to run the company i.e. 5 directors of the appellants and 5 of the respondents on the Board but this was also not adhered to. Reference was also made to an order dated 03.02.2012 wherein it was directed that weekly statement of receipts and expenditure be furnished to the Company Law....
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.... family settlement was never implemented qua Shambu Nath Group. 22. Admittedly the guarantee of Respondents No.11 and 12 were released in the year 2023 when the OTS was entered into with the Bank. The Respondent No.12 was removed vide a Board Resolution dated 30.03.2015 by the Board of the Company in the interest of the company as he was allegedly writing various letters to the company. Thus it was argued that alleged family settlement was never implemented and though Jagdish Parsad Group was paid some amount but Shambu Nath group was never paid a single penny. 23. We have also perused the record of the Appeal Paper Book and we find the affidavit/reply of Respondent No.12 to the Company Petition which in fact was a joint reply filed with the appellants herein and it notes an amount of Rs. 2,20,40,000/- was only paid to the Jagdish Parsad Group and it was also stated if the Respondents have any grievance, they are bound to transfer to the appellants the entire amount if not transferring their shares. Further in para 28 of this joint reply filed by the appellants and Respondent No.12 herein, it was also alleged out of Rs. 9 crores an amount of Rs. 8,22,40,000/- was paid to the ....