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Daily

– Draft

In the Bench of: Shri Ashok Kumar Borah, Member (Judicial)

Date: 23^rd March 2021

1 IBA/22/KOB/2020

No response from the learned counsel for applicant. Orders pronounced.

IBA/22/KOB/2020 is admitted vide separate order.

2 IBA/23/KOB/2020

No response from the learned counsel for applicant. Orders pronounced.

IBA/23/KOB/2020 is admitted vide separate order.

3 CP/13/KOB/2021

Learned PCS for the Petitioner Shri PP Zibi Jose appeared through VC. Learned

counsel for R2 Shri Sherry Samuel Oommen and learned counsel for R5 Shri

Sukumar Oommen also appeared through VC.

This is a Company Petition filed by Shri Vishnukant Gupta against M/s. RBG

Enterprises Pvt Ltd and 8 others seeking intervention of this Tribunal for re-allocation

of shares held by coparceners of RBG HUF in the subject Company aligning with the

MOU signed by the parties therein dated 15.09.2016 for partition of RBG HUF

assets. The petitioner has alleged many instances of oppression and

mismanagement against the respondents.

The Petitioner submitted that due to family disputes, the RBG HUF is now practically

two groups managing the Companies. One group in spite of the MOU is trying to

take over the other group Companies on account of their numerical majority. There

are several cases pending in this Tribunal on account of the family disputes. It is also

submitted that all RBG shareholders holding their shares in their individual capacity

as well as in the capacity as coparcener of RBG HUF is one and the same as all the

assets of the RBG HUF belongs to everybody in the RBG HUG and the MOU

signifies an important document for the ultimate solution to the RBG HUF family

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dispute. According to the petitioner if the MOU is implemented, all the disputes with

respect to the seven companies can be resolved once for alI.

There are 6 family members in the family. According to the Petitioner, as per the

MOU, the co-parceners are entitled to the following shareholding pattern in the R1

Company:

1. Radha Ballabh Gupta- Karta of RBG HUF

: R2

17%

2. Sulochana Gupta- Wife of Radha Ballabh Gupta

: R5

00

3. Rajkumar Gupta - Eldest son of Radha Ballabh Gupta.

: R3

27%

4. Vishnukant Gupta- Second son of Radha Ballabh Gupta.

: Petitioner 26%

5. Mahesh Kumar Gupta- Youngest son of Radha Ballabh Gupta.

: R4 25%

6. Pinky Goyal - Daughter of Radha Ballabh Gupta

: R9 5%

The Petitioner has also submitted that according to section 4(1) of Kerala Joint Hindu

Family System (Abolition) Act, 1975 which was introduced with the intention of

abolishment of Joint Family System, among Hindus in the state of Kerala, which

came into effect from 01/12/1976, the properties belonging to HUF shall vest with

coparceners from the effective date by operation of law. On account of this

enactment, all the more, it is necessary that HUF holding assets without partition is

in conflict with the above enactment and therefore, the coparceners are entitled to

partition of assets to their individual names. The Abolition of the Joint Family System

in the state of. Kerala is also a material change by operation of Law affecting the

capital structure of the Company, control and management of the Company.

The petitioner further submitted that in the event of approval of this Company

Petition by this Tribunal will put to an end the cross holdings of the Coparceners and

100% ownership will devolve on the persons who are presently managing and in

control with the result all the cases pending will also be automatically resolved to the

satisfaction of all the parties which will pave the way for an end to a long-drawn

family feud and disputes. Accordingly, this petition is filed to put an end to the HUF

family disputes through the intervention of this Tribunal.

The Petitioner has sought 3 main reliefs as well as 3