Kerala High Court
Rbg Enterprises Pvt. Ltd vs Sulochana Gupta on 22 March, 2022
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR.JUSTICE N.NAGARESH
TUESDAY, THE 22ND DAY OF MARCH 2022 / 1ST CHAITHRA, 1944
WP(C) NO. 9819 OF 2022
PETITIONERS:
1 RBG ENTERPRISES PVT. LTD.,
(U63022KL2005PTCO18653),
HAVING ITS REGISTERED OFFICE AT VI/93 JEW TOWN,
MATTANCHERRY P.O.,
KOCHI-682002,
REPRESENTED BY ITS DIRECTOR,
RAJKUMAR GUPTA.
2 RAJKUMAR GUPTA,
S/O. RADHA BALLABH GUPTA,
DIRECTOR, RBG ENTERPRISES (P) LIMITED,
RESIDING AT 6D BAY VIEW APARTMENTS,
FORT KOCHI-682001.
BY ADV B.G.HARINDRANATH(K/378/1984)
RESPONDENTS:
1 SULOCHANA GUPTA,
W/O. RADHA BALLABH GUPTA,
SHAREHOLDER, RBG ENTERPRISES (P) LIMITED,
RESIDING AT HOUSE NO. CCVIII/2109,
GUJARATI ROAD,
MATTANCHERRY, KOCHI-682002.
2 MINAKSHI GUPTA,
W/O. MAHESH KUMAR GUPTA,
SHAREHOLDER, RBG ENTERPRISES (P) LIMITED,
RESIDING AT HOUSE NO. CCVIII/2109,
GUJARATI ROAD, MATTANCHERRY,
KOCHI-682002.
3 VISHNUKANT GUPTA,
S/O. RADHA BALLABH GUPTA,
DIRECTOR, RBG ENTERPRISES (P) LIMITED,
RESIDING AT 1B,
SUNRISE APARTMENTS,
INDIAN CHAMBER ROAD,
MATTANCHERRY,
KOCHI-682002.
WP(C)No.9819/2022
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4 MAHESH KUMAR GUPTA,
S/O. RADHA BALLABH GUPTA,
DIRECTOR, RBG ENTERPRISES (P) LIMITED,
RESIDING AT HOUSE NO. CCVIII/2109,
GUJARATI ROAD,
MATTANCHERRY, KOCHI-682002.
THIS WRIT PETITION (CIVIL) HAVING COME UP FOR ADMISSION ON
22.03.2022, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING:
WP(C)No.9819/2022
3
JUDGMENT
Dated this the 22nd day of March, 2022
The petitioners are before this Court aggrieved
by Ext.P6 order of the NCLT, Kochi Bench. The 2 nd and 3rd
respondents filed CP before the NCLT alleging oppression
and mismanagement. The NCLT, after hearing the matter,
concluded that the transfer impugned in the CP was a
Related Party Transaction. The NCLT therefore declared
the transaction as invalid, as per Ext.P1 Order dated
31.12.2021. However, the NCLT did not order any
investigation into the affairs of the Company nor did impose
any penalty on the Directors for non-compliance of the
rules.
2. Aggrieved by Ext.P1, the petitioners filed an
Appeal before the NCLAT. The Appeal filed by the
WP(C)No.9819/2022
petitioners is pending consideration of the NCLAT. In the
meanwhile, the respondents filed a Review Application
before the NCLT against Ext.P1 order. The NCLT, Kochi
Bench passed Ext.P6 Order in the Review Application
declaring that the petitioners have vacated office as
Directors of the Company. The NCLT further ordered that
the 2nd and 3rd respondents in the Review Application are
not fit and proper to hold the Office of Directors of any
Company. The 1st respondent and one Mr.Radha Ballabh
Gupta shall stand appointed as Directors of the 1 st
petitioner-Company.
3. The learned counsel for the petitioners submits
that the NCLT declaration that the 2 nd petitioner and
Vishnukant Gupta have vacated the office as Directors,
cannot stand the scrutiny of law. Even though the Review
Application had no prayer to appoint Mrs.Sulochana Gupta
(1st respondent) and Mr. Radha Ballabh Gupta as Directors,
WP(C)No.9819/2022
the NCLT suo motu appointed them as Directors. In fact,
Mr.Radha Ballabh Gupta was not even a party to the
proceedings. The NCLT has passed Ext.P6 order even
when there was no prayer to appoint Mrs.Sulochana Gupta
and Mr.Radha Ballabh Gupta in any of the proceedings, in
the original proceedings or in the review application. Ext.P6
Order is absolutely perverse, illegal and unsustainable. The
petitioners therefore seek to quash Ext.P6.
4. This Court finds that an Appeal against the
original Ext.P1 order is now pending consideration before
the NCLAT. Ext.P6 Order is also an appealable order.
Therefore, the remedy of the petitioners as against Ext.P6
is to approach the NCLAT.
5. The learned counsel for the petitioners submits
that pending filing of appeal before the NCLAT, if Ext.P6
order is made operational, it will cause grave difficulties in
running the Company. The banking transactions will be
WP(C)No.9819/2022
affected which would cause irreparable damage to the
functioning of the Company. In the circumstances, the
petitioners may be granted a breathing time to approach the
NCLAT and to obtain necessary interim/final orders.
6. Taking into consideration the entire facts and
circumstances of the case and perusing Ext.P1 order of the
NCLT, Ext.P2 Review application and Ext.P6 order passed
by the NCLT, this Court is of the view that the petitioners
should be granted reasonable time to approach NCLAT in
the interest of justice.
In the circumstances, the writ petition is disposed
of permitting the petitioners to file appeal against Ext.P6
Order, in the NCLAT. If the petitioner files appeal before the
NCLAT within a period of 30 days from today, the operation
of Ext.P6 shall stand deferred for 30 days.
Sd/-
N. NAGARESH
JUDGE
SR
WP(C)No.9819/2022
APPENDIX OF WP(C) 9819/2022
PETITIONERS' EXHIBITS:
Exhibit P1 TRUE COPY OF THE ORDER DATED
31/12/2021 OF THE NATIONAL COMPANY
LAW TRIBUNAL, KOCHI BENCH IN
CP/114/KOB/2019 AND CONNECTED CASES.
Exhibit P2 TRUE COPY OF THE REVIEW APPLICATION
NO. 2/KOB/2022 IN COMPANY PETITION
NO. CP/114/KOB/2019 FILED BY THE
RESPONDENTS 1 AND 2.
Exhibit P3 TRUE COPY OF THE REPLY FILED BY THE
PETITIONERS HEREIN IN REVIEW
APPLICATION NO./2/KOB/2022 IN COMPANY
PETITION NO. CP/114/KOB/2019.
Exhibit P4 TRUE COPY OF THE REPLY FILED BY THE
3RD PETITIONER HEREIN IN REVIEW
APPLICATION NO./2/KOB/2022 IN COMPANY
PETITION NO. CP/114/KOB/2019 WITHOUT
ANNEXURES.
Exhibit P5 TRUE COPY OF THE INTIMATION REGARDING
FILING OF THE COMPANY APPEALS BEFORE
THE NCALT BY RBG TRADING CORPORATION
PVT. LIMITED.
Exhibit P5(A) TRUE COPY OF THE INTIMATION REGARDING
FILING OF THE COMPANY APPEALS BEFORE
THE NCALT BY RBG RETAIL PVT. LIMITED.
Exhibit P5B) TRUE COPY OF THE INTIMATION REGARDING
FILING OF THE COMPANY APPEALS BEFORE
THE NCALT BY RBG ENTERPRISES PVT.
LIMITED.
Exhibit P6 TRUE COPY OF THE ORDER OF THE NCLT IN
THE REVIEW APPLICATION
NO./02/KOB/2022 IN CP/114/KOB/2019
AND CONNECTED CASES.
