Rajesh R. Gandhi vs Vadilal Enterprises Limited And Others

1

NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI IA NO.6728, 6764 OF 2024 In Company Appeal (AT) No.221 of 2024 In the matter of: Rajesh R Gandhi Appellant Vs Vadilal International Pvt Ltd & Ors Respondent For Appellant:Dr. Abhishek Manu Singhvi, Sr. Advocate, Mr. Abhijeet Sinha, Sr Advocate, Mr Amar Dave, Sr.advocate, Ms Ruby Singh Ahuja, Mr Vishal Gehrana, Mr. Parth Contractor, Ms Varsha Himatsingka, Mr. Piyush Sharma, Ms Megha Dugar, Advocate for Appellant. For Respondent:Mr. Saurabh Kirpal, Sr Advocate, Mr Pavan Godiwala, Mr Malak Bhatt, Ms Anushree Kapadia, Ms Samriddi, Advocates for R7 and 11. Mr. Krishnendu Dutta, Sr. Advocate, Mr. Arun Kathpalia, Sr. Advcoate, Mr Arjun R Sheth, Ms Kriti Kothari, Mr Akhil Nane, Advocates for R2 to R6. With IA NO.6768 OF 2024 In Company Appeal (AT) No.223 of 2024 In the matter of: Rajesh R Gandhi Appellant Vs Vadilal Enterprises Ltd & Ors Respondent For Appellant:Dr. Abhishek Manu Singhvi, Sr. Advocate, Mr. Abhijeet Sinha, Sr Advocate, Mr Amar Dave, Sr.advocate, Ms Ruby Singh Ahuja, Mr Vishal Gehrana, Mr. Parth Contractor, Ms Varsha Himatsingka, Mr. Piyush Sharma, Ms Megha Dugar, Advocate for Appellant. For Respondent:Mr. Saurabh Kirpal, Sr Advocate, Mr Pavan Godiwala, Mr Malak Bhatt, Ms Anushree Kapadia, Ms Samriddi, Advocates for R7 and 11. 2

Mr. Krishnendu Dutta, Sr. Advocate, Mr. Arun Kathpalia, Sr. Advcoate, Mr Arjun R Sheth, Ms Kriti Kothari, Mr Akhil Nane, Advocates for R2 to R6. ORDER

HYBRID MODE 23.09.2024:This application i.e. IA No.6728/2024 is filed by the appellant for

a direction to maintain Status Quo qua the position of Board of Directors of

VIL prevailing prior to the judgement dated 10.07.2024 passed by the Ld.

NCLT in Company Petition No.41/2017.

2. Similar prayer is made in IA No.6768 of 2024 qua the position of Board

of Directors of VEL as on the date of filing of the present application.

3. It is submission of the learned senior counsel Dr Abhishek Manu Singvi

for the applicant that these appeals are set for final hearing on 26.09.2024

and on 06.08.2024 an order was passed by this Tribunal requesting the Ld.

Observer and other concerned not to precipitate the matter till the next date

of hearing.

4. It is argued by the learned counsel for the applicant as per an

Agreement dated 20.10.2020 the applicant is to remain on Board as MD till

the year 2025 and the opposite parties are trying to remove him as a

Director. It is alleged on 06.08.2024 an agenda was circulated showing the

applicant is liable to retire by rotation. On 06.09.2024 of Board Meeting of

VIPL viz the opposite group unilaterally authorised Mr Virender Gandhi to

vote on behalf of VIPL in AGM of VIL. Further on 9.9.2024 Mr Virender

Gandhi issued a notice for amending the agenda to include the appointment

of Mr. Virender Gandhi as MD of the Company. It is submitted these

litigations are a result of fight between three groups, all of whom have equal 3

stakes in all the companies, including the VIL. It is alleged voting on the

agenda would start from today and AGM shall be held on 26th of this month

and in case the agenda is approved and Mr. Virender Gandhi is appointed as

MD it would change the substratum of this appeal. Reference is also made to

para (xiv) of impugned order is as under:-

"A special board meeting is to be conducted by an observer for appointing directors of VIPL, VIL and VEL. Petitioner No.1, Respondent No.2 and Respondent No.3 will nominate themselves for th4e same. During the voting of approval in the EGM/AGM neither the Petitioner nor R2 or R3 and their family members will vote against each other on the nominations for Directorship, due to the consent agreement for conducting family business in protecting the interest of family in Vadilal as a Group, till the division is approved, unless and until any irregularity or act of misconduct, fraud is detected by any of the members and approved by the Board for necessary action against such member/members. The Observer will appoint temporary non-executive Chairman and Managing Director from Ministry of corporate Affairs till the division takes place. The Observer will also p4eruse all Statutory/Regulatory compliances and take necessary steps. "

5. In these circumstances, it is argued the order dated 06.08.2024 of this

Tribunal be followed in true spirit.

6. Considering the fact that on 06.08.2024 we have already passed an

order not to precipitate the matter and hence the removal of a director and an

appointment of a new one would further complicate the issues involved when

we have already set the appeal for final hearing; the matter being listed on

26.09.2024.

7. In the circumstances the Status Quo be maintained qua the

directorship(s) of the companies involved till further orders. 4

8. With these directions, the IAs 6728/2024 and 6768/2024 are disposed

of.

(Justice Yogesh Khanna) Member (Judicial)

(Mr. Ajai Das Mehrotra) Member (Technical) Bm/md