- 1 - HC-KAR NC: 2025:KHC:32057-DB COMPA No. 12 of 2014 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) AND: 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. Digitally signed by MOUNESHWARAPPA NAGARATHNA Location: High Court of Karnataka - 2 - HC-KAR NC: 2025:KHC:32057-DB COMPA No. 12 of 2014 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. - 3 - HC-KAR NC: 2025:KHC:32057-DB COMPA No. 12 of 2014 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. - 4 - HC-KAR NC: 2025:KHC:32057-DB COMPA No. 12 of 2014 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 - 5 - HC-KAR NC: 2025:KHC:32057-DB COMPA No. 12 of 2014 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 - 6 - HC-KAR NC: 2025:KHC:32057-DB COMPA No. 12 of 2014 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 - 7 - HC-KAR NC: 2025:KHC:32057-DB COMPA No. 12 of 2014 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. - 8 - HC-KAR NC: 2025:KHC:32057-DB COMPA No. 12 of 2014 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 List No.: 1 Sl No.: 45