Citation : 2025 Latest Caselaw 5700 Kant
Judgement Date : 18 August, 2025
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COMPA No. 12 of 2014
HC-KAR
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 18TH DAY OF AUGUST, 2025
PRESENT
THE HON'BLE MR. JUSTICE D K SINGH
AND
THE HON'BLE MR. JUSTICE VENKATESH NAIK T
COMPANY APPEAL NO.12 OF 2014
BETWEEN:
1. RAVI C. RAHEJA
HAVING HIS OFFICE AT
CONSTRUCTION HOUSE "A"
24TH ROAD, KHAR (WEST)
MUMBAI-400 052.
2. NEEL C. RAHEJA
HAVING HIS OFFICE AT
CONSTRUCTION HOUSE "A"
24TH ROAD, KHAR (WEST)
MUMBAI-400 052.
...APPELLANTS
(BY SRI PRANAYA GOYAL, ADVOCATE, FOR SMT. PINAZ MEHTA)
Digitally signed by AND:
MOUNESHWARAPPA
NAGARATHNA
Location: High Court
of Karnataka
1. SEALTITE GASKETS PVT. LTD.
A COMPANY INCORPORATED UNDER THE
PROVISIONS OF THE COMPANIES ACT, 1956
HAVING ITS REGISTERED OFFICE AT CONSTRUCTION
HOUSE "B", SECOND FLOOR, 623
LINKING ROAD
OPPOSITE KHAR TELEPHONE EXCHANGE
KHAR
MUMBAI-400 052.
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2. GLACIAL TRADING PVT. LTD.
A COMPANY INCORPORATED UNDER THE
PROVISIONS OF THE COMPANIES ACT, 1956
HAVING ITS REGISTERED OFFICE AT
CONSTRUCTION HOUSE "B"
SECOND FLOOR, 623, LINKING ROAD
OPPOSITE KHAR TELEPHONE EXCHANGE, KHAR
MUMBAI 400 052.
3. KANISHKA PROPERTIES PVT. LTD.
A COMPANY INCORPORATED UNDER THE PROVISIONS
OF THE COMPANIES ACT, 1956
HAVING ITS REGISTERED OFFICE AT
CONSTRUCTION HOUSE 'B'
SECOND FLOOR, 623, LINKING ROAD
OPPOSITE KHAR TELEPHONE EXCHANGE, KHAR
MUMBAI-400 052.
4. IDEAL PROPERTIES PVT. LTD.
A COMPANY INCORPORATED UNDER THE
PROVISIONS OF THE COMPANIES ACT, 1956
HAVING ITS REGISTERED OFFICE AT
CONSTRUCTION HOUSE "B"
SECOND FLOOR, 623, LINKING ROAD
OPPOSITE KHAR TELEPHONE EXCHANGE, KHAR
MUMBAI-400 052.
5. TRESORIE TRADERS PVT. LTD.
A COMPANY INCORPORATED UNDER THE
PROVISIONS OF THE COMPANIES ACT, 1956
HAVING ITS REGISTERED OFFICE AT TULSI
LINKING ROAD, NEAR ARYA SAMAJ
SANTA CRUZ (W)
MUMBAI-400 054.
6. GAVOTTE TRADERS PVT. LTD.
A COMPANY INCORPORATED UNDER THE
PROVISIONS OF THE COMPANIES ACT, 1956
HAVING ITS REGISTERED OFFICE AT
CONSTRUCTION HOUSE "B"
SECOND FLOOR, 623, LINKING ROAD
OPPOSITE KHAR TELEPHONE EXCHANGE, KHAR
MUMBAI-400 052.
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7. SEA CRUST PROPERTIES PVT. LTD.
A COMPANY INCORPORATED UNDER THE
PROVISIONS OF THE COMPANIES ACT, 1956
HAVING ITS REGISTERED OFFICE AT CONSTRUCTION
HOUSE "B", SECOND FLOOR, 623, LINKING ROAD
OPPOSITE KHAR TELEPHONE EXCHANGE
KHAR
MUMBAI-400 052.
8. K. RAHEJA HOTELS AND ESTATE PRIVATE LIMITED
A COMPANY INCORPORATED UNDER THE
PROVISIONS OF THE COMPANIES ACT, 1956
HAVING ITS REGISTERED OFFICE AT
13TH FLOOR, RAHEJA TOWERS
26-27, M.G. ROAD
BENGALURU-560 001.
9. CHANDRU L. RAHEJA
HAVING HIS OFICE AT
CONSTRUCTION HOUSE 'A', 24TH ROAD
KHAR (WEST)
MUMBAI-400 052.
10. ARJUN M. MENDA
HAVING HIS OFFICE AT THE MILLENIA
LEVEL 12-14, TOWER "B"
NOS.1 & 2, MURPHY ROAD, ULSOOR
BENGALURU-560 008.
11. RAJ A. MENDA
HAVING HIS OFFICE AT THE MILLENIA
LEVEL 12-14, TOWER "B", NOS.1 & 2
MURPHY ROAD
ULSOOR
BENGALURU -560 008.
12. MANOJ A. MENDA
HAVING HIS OFFICE AT THE MILLENIA
LEVEL 12- 14, TOWER B", NOS.1 &2
MURPHY ROAD
ULSOOR
BENGALURU -560 008.
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13. MR. K.K. BALU
ADMINISTRATOR OF RESPONDENT NO.8 COMPANY
HAVING HIS OFFICE AT 17/11
SYNDICATE ENCLAVE
SENGANI AMMAN KOIL STREET
MADUVANKARAI
GUINDY
CHENNAI-600 032.
...RESPONDENTS
(BY SMT. MANEESHA KONGOVI, ADVOCATE, FOR R-1 TO R-4,
R-6 AND R-7;
SRI TEJAS R., ADVOCATE, FOR SRI RAYAPPA HADAGALI,
FOR R-10 TO R-12;
SMT. SARAH ABRAHAM, ADVOCATE, FOR SRI CAROL JAMES,
FOR R-8 AND R-13, AND
R-5 AND R-9 ARE SERVED AND UNREPRESENTED)
***
THIS COMPANY APPEAL IS FILED UNDER SECTION 10F OF THE
COMPANIES ACT, 1956, PRAYING THIS HON'BLE COURT THAT THE
ORDER DATED 30TH OCTOBER, 2014 PASSED BY THE HON'BLE
COMPANY LAW BOARD, CHENNAI BENCH, IN COMPANY PETITION
NO.72 OF 2010, BE QUASHED AND SET ASIDE, AND ETC.
THIS COMPANY APPEAL IS COMING ON FOR HEARING, THIS
DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER:
CORAM: HON'BLE MR. JUSTICE D K SINGH
AND
HON'BLE MR. JUSTICE VENKATESH NAIK T
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ORAL JUDGMENT
(PER: HON'BLE MR. JUSTICE D K SINGH)
The present Company Appeal has been preferred by
the majority shareholders against the order dated
30.10.2014 in Company Petition No.72 of 2010 passed by
the Company Law Board, Chennai Bench, on a petition
filed under Sections 397, 398, 399, 402, 403 and 406 of
the Companies Act, 1956.
2. The Tribunal, by impugned order, removed
Mr. K.K. Balu, respondent No.13, who was working as
Administrator. However, respondent No.13 has continued
as Administrator in view of the interim order passed by
this Court in present Company Appeal. Now, the
shareholders have agreed to appoint another
administrator, Mr. Vedant Anand, in place of Mr. K.K. Balu
and to that extent, they have filed a joint memo dated
2.4.2024.
3. Mrs. Sarah Abraham, learned counsel for
respondent Nos.8 and 13, submits that Mr. K.K. Balu does
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not have any objection in appointing Mr. Vedant Anand as
the Administrator. However, she submits that some of the
remuneration and legal charges of Mr. K.K. Balu have not
been cleared by some of the groups of the shareholders.
She further submits that Mr. K.K. Balu has submitted 83rd
Report before the National Company Law Tribunal
regarding the status and functioning of M/s. K. Raheja
Hotels and Estate Private Limited.
4. The appellants, who are the majority
shareholders, submit that they have cleared their share of
dues of remuneration and legal charges of Mr. K.K. Balu.
5. We expect the other group of shareholders to clear
their share of dues of Mr. K.K. Balu and the Company Law
Tribunal should ensure timely payment of dues of
Mr. K.K. Balu.
6. As the parties have decided to appoint new
Administrator, Mr. Vedant Anand, in place of Mr. K.K. Balu
and Mr. K.K. Balu does not have any objection, we
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dispose off the present Company Appeal with our
approval to the memo filed by the parties before us.
7. In view of the aforesaid, proceedings pending
before the National Company Law Tribunal, Bengaluru,
shall get revived and Mr. Vedant Anand shall work as a
new Administrator in place of Mr. K.K. Balu, till further
orders by the National Company Law Tribunal. The
National Company Law Tribunal shall look into the
grievance of Mr. K.K. Balu and ensure that he is paid his
unpaid dues from the respective group(s) of shareholders.
8. Mr. K.K. Balu is directed to handover the reign of
the Company to the new Administrator, Mr. Vedant Anand.
9. Mrs. Maneesha Kongovi, learned counsel for
respondent Nos.1 to 4, 6 and 7, submits that Mr. Vedant
Anand will takeover the charge of Administrator with effect
from 1.11.2025. She, therefore, requests that
Mr. K.K. Balu should continue as Administrator till
31.10.2025.
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10. Mrs. Sarah Abraham, learned counsel for
respondent Nos.8 and 13, submits that she does not have
any objection for continuance of Mr. K.K. Balu as
Administrator till 31.10.2025, subject to timely payment of
remuneration and legal charges.
11. In view of the aforesaid, we direct Mr. K.K. Balu
to continue as the Administrator of the Company till
31.10.2025 and he should be paid his remuneration and
legal charges.
12. All contentions of the parties in the Company
Petition before the National Company Law Tribunal are
kept open.
In view of the disposal of the main appeal,
interlocutory applications, if any, stand dismissed.
Sd/-
(D K SINGH) JUDGE Sd/-
(VENKATESH NAIK T) JUDGE KVK
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