The Tribunal approved the demerger of the Azadpur unit based on compliance with statutory provisions, deeming it in the interest of shareholders and creditors.

ORDER

Per: ATUL CHATURVEDI, MEMBER (TECHNICAL)

1. This petition has been filed jointly by the 2 Applicant Companies under Section 391 to 393 of the Companies Act, ( Section 230 and 232 of the Companies Act, 2013 ) read with Rules 3 & 5 of the , the Companies (Compromises, Arrangements and Amalgamations) for the purpose of approving the Scheme of Arrangement of Delhi Cold Storage Private Limited and Diya Integrated Cold Storage Private Limited. The copy of the scheme has been placed on record.

2. The present petition has been filed by the Transferee Company and Transferor Company (hereinafter called “the Petitioner Companies”). It is represented that the registered office of the Petitioner Company is situated in Delhi, and therefore, jurisdiction lies with this Tribunal.

3. The Ld. Counsel appearing for the Petitioner Companies has submitted various grounds for demerger of Azadpur unit of the Transferor Company which are as follows: -

a. The Transferor Company, i.e. Delhi Cold Storage Pvt. Ltd., has two cold storages one Roshanara Road Unit at 5078, Roshanara Road, Delhi -110006 and another Azadpur Unit at 15 & 16, New Subzi Mandi, Azadpur, Delhi-110033. Both the Companies are in Delhi and also have investments in shares of Group Companies.

b. The Transferor Company was a closely held company and all shareholders were family members divided primarily amongst three groups namely Smt. Kum Kum Mittal, Shri Ravi Mittal and Shri Sandeep Mittal, hereinafter referred to as Group no. 1, 2 and 3 respectively.

c. Smt. Kum Kum Mittal (Group No. 1/First Party) is the mother of Shri Ravi Mittal (Group No. 2/Second Party) and Shri Sandeep Mittal (Group No. 3/Third Party).

d. That, disputes and differences arose between the parties, which were ultimately resolved through a Memorandum of Family Settlement dated 01.10.2000. As per clause "C" of the Family Settlement dated 1.10.2000, the Azadpur cold storage was vested with Shri Sandeep Mittal. The relevant paragraph is produced hereunder:-

"C. SHARE OF THIRD PARTY (i). Cold Storage of Delhi Cold Storage (P) Ltd at 15-16, New Subzi Mandi, Azadpur, Delhi-110033."

e. In implementing the family settlement also, there arose certain disputes and differences and for the purpose of resolving the same, an Implementation Agreement was executed between the parties on 22.03.2001. As per the clause 3 of the Implementation Agreement dated 22.03.2001 the corporate entity of Transferor Company i.e M/s Delhi Cold Storage (P) Ltd = (DCS) was also vested with Shri Sandeep Mittal.

It was also agreed that Shri Ravi Mittal will independently manage the Roshanara Road cold storage without any interference and he would be provided with all the resolutions by Shri Sandeep Mittal from DCS.

f. After execution of the above said agreements once again disputes arose between the parties, and by invoking arbitration clauses contained in the Memorandum of Family Settlement Agreement dated 01.10.2000 and Implementation Agreement dated 22.03.2001, the Hon’ble High Court of Delhi vide its order dated 14.11.2002 referred all disputes between the parties, including the issues raised by the parties in the proceeding being OMP 140/2002 (Shri Sandeep Mittal Vs. Shri Ravi Mittal) and Suit no. 1114/2002 (Smt. Kum Kum Mittal Vs. Shri Sandeep Mittal), to arbitration by the Sole Arbitrator Mr. Justice P. K. Bahri.

g. All the parties filed their Statement of Claims before the Ld. Arbitrator Justice P.K. Bahri (retd.) Shri Ravi Mittal in his statement of claim before the Ld. Arbitrator inter alia, sought to nullify the removal of Smt. Kum Kum Mittal and Sh. Ravi Mittal from the Board of Directors of DCS. The Ld. Arbitrator Justice P.K Bahri passed the award on 25.07.2005.

h. Further, all the three parties filed applications under Sec