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TMI Blog2021 (5) TMI 278X X X X Extracts X X X X X X X X Extracts X X X X ..... ains 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 016. 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 ₹ 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 shareholders. 4. Keer Hotels Pvt. Ltd. and Respondent No. 1 Company had filed a C.P. vide C.P.(CAA)/1524/2018 before the Tribunal under section 230-232 of the Companies Act, seeking a sanction of demerger of Keer Hotels Pvt. Ltd. and Keer Ventures Pvt. Ltd. The demerger scheme was sanctioned by the Tribunal on 7th March 2019. 5. Late Shri Manmohan Singh Keer, deceased father of Petitioner and Respondent No. 2 and late Shri Sarbans Singh Keer, deceased father of Respondent No. 3 and Respondent No. 4, o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n'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 Bombay High Court on 05.02.2020 suggested the parties to resolve the disputes and differences through mediation, the parties agreed for mediation and Mr. S.G. Deshmukh, Advocate was appointed as a Mediator. 12. The Petitioner further submitted that the after the HDFC accounts were freezed, the Respondent No. 2 to Respondent No. 4 opened the new bank account in ICICI bank on 03.01.2020. The Petitioner filed another complaint with Juhu Police Station on 13.06.2020 wherein the ICICI bank ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he 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 Respondent No. 3 and Respondent No. 4 started receiving the license fee of the commercial premises at Fulcrum from December 2018. Petitioner and Respondent No. 2 started managing and handling the Hotels Kings International from December 2018. 18. A loan of ₹ 4 Crores 15 Lacs which was already taken for upgrading Keer Hotels Pvt. Ltd. and the EMIs for the said loan is being shared equally by 4 brothers, i.e., the Petitioner and the Respondent No. 2 to Respond ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 same is pending. The Respondent No. 2 further confirm the execution of family arrangement/MOU dated 18.02.2019 and was acted upon the brothers and have done the following acts in furtherance of the said division the Respondent herein enumerates the facts which clearly shows that the aforesaid MOU dated 18.02.2019 was already acted upon by the brothers and the brothers have done following acts furtherance of the said division an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 months from the date of presentation. The order of NCLAT is as follows: NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI Company Appeal (AT) No. 163 of 2020 IN THE MATTER OF: Amarjeet Singh Keer...Appellant. Versus Keer Ventures Pvt. Ltd. Ors....Respondents. For Appellant: Mr. Sanjay Hegde, Sr. Adv. With Mr. Aditya Maubarwala, Mr. Pranjal Kishore,Mr. Sahil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 simultaneously dispose the main Petition also, Ld. NCLT may simultaneously dispose the main Petition also. Learned Counsel for the parties state parties will co-operate with the Ld. NCLT. The Appeal is disposed accordingly. [Justice A.I.S. Cheema] Member (Judicial) [Mr. V.P. Singh] Member (Technical) Basant B./m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 39;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. The Petitioner is also a party to the MOU dated 18.02.2019 and is bound by the terms of the MOU. The Petitioner has not been able to made out a case of Oppression and Mismanagement and the acts of the Respondent No. 2 to Respondent No. 4 in pursuance of the execution of MOU dat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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