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2021 (5) TMI 278 - Tri - Companies LawOppression and Mismanagement - illegal allotment of shares - exclusion of petitioner from the management of the company - siphoning of funds - illegal resolution passed by the company - non sending of notices to the board and general meetings of the company - HELD THAT - In terms of the MOU, it is clear that Keer Hotels Pvt. Ltd. will be operated jointly by Mr. Sarabjeet Singh Keer and Amarjeet Singh Keer. The ownership rights in Fulcrum property shall be equally shared by Jaswinder Singh Keer and Sawinder Singh Keer. The MOU also talks about division of other properties. The sanction of demerger on 07.03.2019 further demonstrates or acknowledges the intention of the parties for filing an application for demerger in the Tribunal. According to sanction, in terms of the demerged scheme, it cannot be disputed that the MOU dated 18.02.2019 creates rights inter se between the parties and records the complete partition of the parties between the family members and the same has acted upon by all the parties except the Petitioner who chooses to file complains before the Police Station, Dindoshi and Appeal before the Hon'ble Bombay High 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 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. The entire crux of disputes revolve around the fact that the leave and license fees which is being paid to all the partners equally before December, 2018 is not being paid and paid pursuant to the execution of the MOU between the parties. The action of opening bank accounts by the Respondent No. 2 to Respondent No. 4 thus does not violate any rights of the Petitioner. There has been a sanction of demerger and the properties were transferred legitimately among all the family members. The Petitioner is bound by the said family arrangement and has not been able to make out the case of Oppression and Mismanagement against Respondent No. 1 to 8 - the allegations that there has been an illegal allotment of Petitioner's shares, exclusion of Petitioner from the management of the Company, siphoning off funds from Respondent No. 2 to Respondent No. 4, illegal resolution passed by the Company, non-sending of notices to the board and general meetings of the Company is not tenable as they have been actions taken pursuant to execution of MOU/family arrangement between the Petitioner and Respondent No. 2 to 4. Petition dismissed.
Issues Involved:
1. Whether the MOU dated 18.02.2019 was acted upon by and between the parties? 2. Whether the petitioner was able to make out the case any acts of Oppression and Mismanagement against the Respondent No. 2 to Respondent No. 4 herein? Issue-wise Detailed Analysis: Issue 1: Whether the MOU dated 18.02.2019 was acted upon by and between the parties? Upon perusal of the brief facts of the Petition and replies of the Respondent Nos. 2 to 4, it is abundantly clear that late Mr. Manmohan Singh Keer and his brother late Mr. Sarbans Singh Keer established the entire empire and business. They purchased properties at Hiranandani Fulcrum Complex and were running a hotel business at Juhu called Kings Hotels. Upon their demise, the Petitioner and Respondent No. 2 to Respondent No. 4 were running the business and sharing the license fee equally. As the families were in the same business, partition was envisaged, and the MOU was executed on 18.02.2019. The MOU states that Keer Hotels Pvt. Ltd. will be operated jointly by Mr. Sarabjeet Singh Keer and Amarjeet Singh Keer, and the ownership rights in Fulcrum property shall be equally shared by Jaswinder Singh Keer and Sawinder Singh Keer. The sanction of demerger on 07.03.2019 further demonstrates the intention of the parties for filing an application for demerger in the Tribunal. The MOU dated 18.02.2019 creates rights inter se between the parties and records the complete partition of the properties between the family members. The record demonstrates that the MOU has been acted upon by all the parties except the Petitioner, who chose to file complaints before the Police Station, Dindoshi, and Appeal before the Hon'ble Bombay High Court. The Petitioner has failed to establish any acts of Oppression and Mismanagement by the Respondent No. 2 to Respondent No. 4 herein. The Petitioner was a party to all the proceedings and has never objected to the sanctioning of the demerger scheme. The Petitioner is bound by the terms of the MOU. Issue 2: Whether the petitioner was able to make out the case any acts of Oppression and Mismanagement against the Respondent No. 2 to Respondent No. 4 herein? The Petitioner alleged acts of Oppression and Mismanagement, including illegal allotment of Petitioner's shares, exclusion from the management of the company, siphoning of funds, illegal resolution passed by the company, and non-sending of notices to the board and general meetings. However, the Tribunal found that these actions were pursuant to the execution of the MOU/family arrangement between the Petitioner and Respondent No. 2 to 4. The Tribunal noted that the leave and license fees, which were being paid equally before December 2018, were not paid pursuant to the execution of the MOU. The action of opening bank accounts by the Respondent No. 2 to Respondent No. 4 did not violate any rights of the Petitioner. There has been a sanction of demerger, and the properties were transferred legitimately among all the family members. The Petitioner is bound by the said family arrangement and has not been able to make out the case of Oppression and Mismanagement against Respondent No. 1 to 8. Findings: The Tribunal concluded that the Petitioner has not been able to demonstrate acts of Oppression and Mismanagement under Sections 241 & 242 of the Companies Act, 2013. The Petition is thereby dismissed.
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