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2025 Supreme(Online)(NCLT) 2775
NATIONAL COMPANY LAW TRIBUNAL
Shri Prabhat Kumar, Shri V.G. Bisht, JJ
RAPG Developments Pvt. Ltd. – Appellant
Versus
Sujan Azad Parikh – Respondent
MA 105 of 2019 | TCP NO. 61 OF 2005
For the Appellants/Petitioners: Adv. Gaurav Joshi, Adv. Raghav Gupta, Adv. Kashish Mainkar
For the Respondents: Adv. Zal Andhyarijina, Hursh Meghani, Falguni Thaklcar, Anshita Sethi
The Tribunal upheld the Status Quo Order, emphasizing the need to protect the interests of the SAP Group amid ongoing disputes over additional TDRs and misappropriation claims.
Headnote:(A) Companies Act, 2013 - Sections 424(3), 465(2)(a) and (b) - NCLT Rules, 2016 - Application for modification of Status Quo Order - Applicant sought to vacate or modify the Status Quo Order regarding additional TDR following Supreme Court judgment - Tribunal found no material change in circumstances to warrant modification; SAP Group's concerns regarding misappropriation of TDRs were valid - Status Quo Order continued to protect interests of SAP Group. (Paras 1, 19, 20)
(B) Jurisdiction of Tribunal - The Tribunal retains authority to maintain status quo pending final adjudication of disputes between parties, especially in matters involving financial interests and potential misappropriation. (Paras 4, 19)
Facts of the case:
The Applicant, RAPG Developments Pvt. Ltd., sought to modify a Status Quo Order preventing the sale of additional TDR, arguing that circumstances had changed following a Supreme Court ruling. The SAP Group alleged misappropriation of TDRs by the ANP Group.
Findings of Court:
The Tribunal dismissed the application, maintaining the Status Quo Order until final adjudication of related applications.
Issues: The main issues were whether the Status Quo Order should be modified based on changed circumstances and the validity of the SAP Group's claims regarding TDR misappropriation.
Ratio Decidendi: The Tribunal concluded that the Status Quo Order was necessary to protect the SAP Group’s interests and that no substantial change in circumstances justified its modification.
Result: Application dismissed.
| Table of Content |
|---|
| 1. application filed under companies act. (Para 1 , 2 , 3) |
| 2. status quo order and its implications. (Para 4 , 5) |
| 3. applicant's claims and arguments for modification. (Para 6 , 7 , 8 , 9 , 10) |
| 4. respondent's defense against modification. (Para 11 , 12 , 13 , 14 , 15) |
| 5. court's analysis and considerations. (Para 16 , 18 , 19) |
| 6. conclusion: application dismissed. (Para 20) |
ORDER
1. This Application i.e. CA 146/2025 has been filed by RAPG Developments Pvt. Ltd. (“Applicant”) under Section Section 424(3) and 465(2)(a) and (b) of the Companies Act, 2013 and Rule 11 of the National Company Law Tribunal Rules, 2016 in the matter of Transfer Petition 61/2018 filed u/s 397 & 398 of the Companies Act, 1956 in the affairs of M/s Natvar Parikh Industries Ltd (Respondent No. 1) seeking following reliefs:
a. This Tribunal be pleased to vacate the Status Quo Order dated 21st January 2019;
b. In the alternative to (a) above, this Hon’ble Tribunal be pleased to modify/ vary the Status Quo Order dated 21st January 2019 [Exhibit ‘A’ hereto] such that the ANP Group is entitled to sell the additional TDR which is likely to become available in view of the judgement of the Hon’ble Supreme Court of India dated 13th September 2024, subject to the ANP Group maintaining proper accounts in respect of the same, so as to safeguard the interests of the SAP Group, in the event the SAP Group succeeds in the said Applications;
c. In the alternative to (b) above, that this Hon’ble Tribunal be pleased to modify the Status Quo Order dated 21st January, 2019 [Exhibit TCP NO. 61 OF 2005 ‘A’ hereto’] such that the ANP Group be entitled to sell atleast 50% of the additional TDR likely to become available in view of the judgement of the Hon’ble Supreme Court of India dated 13th September 2024 and over which, the SAP Group admittedly does not have any claim;
2. A Company Petition 61 of 2005 (renumbered as Transfer Petition 61/2018) was filed before Hon’ble Company Law Board by Sujan A. Parikh and another (SAP Group ) alleging acts of oppression and Management by Respondents (referred as ANP Group) in the affairs of Natvar Parikh & Company Private Limited (subsequently renamed as Natvar Parikh Industries Ltd) under Section 397 and 398 of Companies Act, 1956. The parties to the Petition had entered into consent terms that recorded the SAP Group would be entitled to an amount equivalent to 50% of the profits of Phase I project which is to be declared as dividend by Respondent No.1. and the Order dated 30.03.2006 was passed by Hon’ble Company Law Board disposing of the Company Petition in terms of said order thereafter, an order dated 13th April 2006 was passed clarifying / modifying the order dated 30th March 2006. Also, an order dated 26.02.2007 was passed further clarifying / modifying the order dated 30th March 2006 read with order dated 13th April 2006.
3. Sujan A. Parikh and another filed CA No.448 of 2017 in respect of lands bearing CTS Nos.2/6, 2/10, 2/10 and 2/12 on 11.09.2017 and also filed a Miscellaneous Application 105 of 2019 praying as under –
"a. that pending the hearing and final disposal of the present Misc. Application, the Respondents by themselves, their officers, servants, agents, successors or assigns be restrained by an order and injunction of TCP NO. 61 OF 2005 this Hon’ble Tribunal from in any manner selling, transferring, encumbering, alienating, dealing with or creating third party right title or interest in any manner whatsoever in or in respect of the additional TDR received pursuant to the common judgment dated 18thDecember, 2018 passed by the Hon’ble Bombay High Court in Writ Petition No.203 of 2014 & Writ Petition No. 2262 of 2010."
4. On 21.01.2019 this Tribunal passed the following order in MA 105 of 2019 :
MA 105/ 2019 has been filed seeking injunction order against the Respondents from selling, transferring, encumbering, alienating, dealing with or creating any third party right, title or interest in any manner whatsoever in or in
