- 1 - HC-KAR NC: 2025:KHC:33953-DB OSA No. 11 of 2024 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 28TH DAY OF AUGUST, 2025 PRESENT THE HON'BLE MR. JUSTICE D K SINGH AND THE HON'BLE MR. JUSTICE VENKATESH NAIK T ORIGINAL SIDE APPEAL NO.11 OF 2024 IN COMPANY PETITION NO.149/2011 BETWEEN: M/S. DELUXE ROADLINES PVT. LTD. A COMAPANY REGISTERED UNDER COMAPANIES ACT AND HAVING ITS REGISTERED OFFICE AT NO.79 4TH CROSS, NARASIMHARAJA ROAD (KUMBARGUDI ROAD) BENGALURU COMPANY IN LIQUIDATION REPRESENTED BY (ERSTWHILE CHAIRMAN) MR. KHUSHALCHAND D SHA) …APPELLANT (BY SRI NARAYANAN M.R., ADVOCATE) AND: 1. KIRTI D. SHAH S/O. DHANJI DHARAMSHI AGED ABOUT 56 YEARS RESIDING AT NO.420 10TH CROSS, 17TH MAIN J.P. NAGAR, II PHASE BENGALURU-560 078. 2. TARUN DHARAMSHI S/O. DHANJI DHARAMSHI SINCE DECEASED RESPONDENT NOS.3 AND 6 ARE HIS LRS. Digitally signed by MOUNESHWARAPPA NAGARATHNA Location: High Court of Karnataka - 2 - HC-KAR NC: 2025:KHC:33953-DB OSA No. 11 of 2024 3. KALPANA T DHARAMSHI W/O. TARUN DHARAMSHI AGED ABOUT 48 YEARS RESIDING AT 601, 52 SWASTIK SOCIETY, JOY APARTMENT 4TH ROAD, JVPD APARTMENT 4TH ROAD, JVPD SCHEME JUHU VILLE PARLE (W) MUMBAI 400 056. 4. VIREN K. DHARAMSHI S/O. KIRTI D. SHAH AGED ABOUT 32 YEARS RESIDING AT NO.420 10TH CROSS, 17TH MAIN J.P. NAGAR, II PHASE BENGALURU-560 078. 5. JYOTHI K. DHARAMSHI D/O. KIRTI D. SHAH AGED ABOUT 56 YEARS RESIDING AT NO.420 10TH CROSS, 17TH MAIN J.P. NAGAR, II PHASE BENGALURU-560 078. 6. 7. JATIN TARUN DHARMASHI S/O. TARUN DHARAMSHI AGED ABOUT 28 YEARS RESIDING AT NO.601 52, SWASTIK SOCIETY JOY APARTMENT, 4TH ROAD JVPD APARMTENTS 4TH ROAD, JVPD SCHEME JUHU VILLE PARLE (W) MUMBAI-400 056. THE OFFICIAL LIQUIDATOR FOR M/S. DELUXE ROADLINES (P) LTD CORPORATE BHAVAN 26-27, 12TH FLOOR, RAHEJA TOWER - 3 - HC-KAR NC: 2025:KHC:33953-DB OSA No. 11 of 2024 M.G. ROAD BENGALURU-560 001. …RESPONDENTS (BY SMT. NIYATHI M., FOR SRI UDAY SHANKAR R. MANJESHWAR, ADVOCATE FOR R-1, R-3 TO R-6; SRI K.S. MAHADEVAN, ADVOCATE FOR R-7; VIDE ORDER DATED 13.08.2025, R-3 AND R-6 ARE THE LRS OF DECEASED R-2) * * * THIS ORIGINAL SIDE APPEAL IS FILED UNDER SECTION 483 OF THE COMPANIES ACT, 1956 READ WITH RULES 6 AND 9 OF THE COMPANY COURT RULES, 1959, AND ORDER XLI RULE 5 READ WITH SECTION 151 OF CPC, 1908, PRAYING TO SET ASIDE THE ORDER PASSED BY THIS HON'BLE COURT IN CO.P.NO.149/2011 DATED 28.03.2024 AND FURTHER BE PLEASED TO DISMISS THE COP OF 149 OF 2011 FILED BY THE RESPONDENT IN THE INTEREST OF JUSTICE AND EQUITY. THIS ORIGINAL SIDE APPEAL, COMING ON FOR ORDERS, THIS DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE D K SINGH and HON'BLE MR. JUSTICE VENKATESH NAIK T ORAL JUDGMENT (PER: HON'BLE MR. JUSTICE D K SINGH) 1. The present original side appeal has been filed by the appellant impugning the judgment dated 28.08.2024 in Company Petition No.149/2011. Respondent Nos.1 to 6 are the shareholders of M/s. Delux Roadlines Private Limited, a company registered under the Companies Act having its registered office at Bangalore. The company petition was filed - 4 - HC-KAR NC: 2025:KHC:33953-DB OSA No. 11 of 2024 way back in 2011. Initially, three families promoted the said company by Mr. Khushalchand D. Shah, Mr. Kirti D. Shah and Mr. Tarun D. Dharamshi having equal shareholding in the company. It appears that the business of the company went on for sometime, however, disputes arose between the shareholders and the promoters. Several allegations were made against each other, particularly, against the appellant group herein, which was exercising control over the affairs of the company. The company ran into losses. Several proceedings got initiated by the Income Tax Department, Government Agencies including the Bank and the assets of the properties of the company were seized under the SARFAESI Act. The petition was filed in these circumstances for winding up of the company. 2. Learned Single Judge after considering gamut of the facts, shareholding pattern of the company and fact that the appellant herein was in control and the management of the company and the company was facing proceedings from Income Tax Department and the Bank under SARFAESI Act, found it appropriate to allow the winding up of the company and passed the following order:- - 5 - HC-KAR NC: 2025:KHC:33953-DB OSA No. 11 of 2024 ORDER i) The Company Petition is allowed. ii)M/s.Delux Roadlines Private Limited bearing Registration No.20416 registered with the Registrar of Companies, Karnataka Bangalore is directed to be wound up in terms of Section 433(f) of the Companies Act, 1956. iii)The Official Liquidator is appointed as a liquidator of the Company being authorized to seize and take possession of all assets and liabilities of the company, call for and receive all claims of the company. iv)The petitioners shall deposit an amount of Rs.1,00,000/- within a period of three weeks from the date of receipt of copy of this order for the Official Liquidator to bear expenses of the liquidation proceedings. v) Needless to say in terms of Section 454 of the Companies Act, the erstwhile Director shall file the Statement of Affairs within 21 days from today. vi)The petitioners to take out a publication of winding up of a company within 14 days from today in terms of Rule 113 of the Companies (Winding Up) Rules, 2020. A copy of this order shall be forwarded to the Registrar of Companies and the Regional Director. 3. Learned counsel for the appellant submits that the other group of shareholders had approached the Company Law Board which stood transferred before the National Company Law Tribunal, Bengaluru by filing Company Petition No.54/2010. The National - 6 - HC-KAR NC: 2025:KHC:33953-DB OSA No. 11 of 2024 Company Law Tribunal disposed of the said Company Petition No.54/2010 by order dated 15.12.2018. The Company Law Tribunal gave the following directions in the said petition, which was filed by another group of shareholders for oppression and mismanagement:- In the result, C.P.No.54 of 2010 (T.P.No.22 of 2010) is disposed of with the following directions:- 1. The Board Meeting held on 15.04.2010 is hereby set aside and consequential set-aside allotment of shares of 5,20,000 Equity Shares allotted to the respondent No.2; 2. The Respondent No.1 is directed to convene a Board Meeting afresh to consider afresh as to whether it is required to the enhance share capital of the Company, duly following law. The Respondents are directed to issue advance notices to all the petitioners in accordance with law. 3. The other reliefs sought by the Petitioners are hereby rejected as they are not meritorious. 4. No order as to costs. 4. Learned counsel for the appellant submits that when the other group of shareholders had filed Company Petition No.54/2010 for oppression and mismanagement before the Company Law Tribunal, they ought to have sought for winding up of the company as well. He submits that the sequential litigation of the petitioner for oppression and mismanagement for winding - 7 - HC-KAR NC: 2025:KHC:33953-DB OSA No. 11 of 2024 up should not have been filed. When the other group i.e., respondent Nos.1 to 6 did not take plea for winding up before the Company Law Tribunal, their petition for winding up filed in 2011 should not have been allowed. 5. He submits that the company does not have any assets for winding up, and therefore, the appointment of Official Liquidator and carrying out the proceedings for winding up by the Official Liquidator are of no meaning. He submits that the appeal should be allowed and the impugned order passed by the Company Judge should be set-aside and the name of the company should be struck off from the records of Registrar of Companies. 6. On the other hand, learned counsel Smt. Niyathi M for Sri. Uday Shankar R. Manjeshwar, appearing for respondent Nos.1, 3 to 6 submits that the appellant was in the management of the company, he played fraud and in criminal breach of trust, the assets of the company were transferred by the Managing Director to his wife having same address as that of the appellant company. Her submission is that the Official Liquidator will find out whether there was fraudulent transfer or not of the assets of the company by the appellant and may - 8 - HC-KAR NC: 2025:KHC:33953-DB OSA No. 11 of 2024 direct restoring of the status-quo ante of the assets of the company. She further submits that the appellant never took plea, which he has taken in the appeal, before the Company Court and even the appeal memo does not state any such ground as being urged before this Court. 7. Heard the submissions advanced on behalf of the parties and perused the record and judgment of the learned Single Judge. 8. There is no bar under the law for filing a winding up petition, once the petition for oppression and mismanagement has been disposed of by the Tribunal or the Court. Therefore, we do not find any substance in the submissions of learned counsel for the appellant that once the petition for oppression and mismanagement in Company petition No.54/2010 was disposed of by the National Company Law Tribunal, the petition was winding up should not have been filed by respondent Nos.1 to 6 herein. 9. Whether the company has assets and the properties to wind up, it is for the Official Liquidator to consider. We are not in a position to comment on such issue. Once Official Liquidator has been appointed, it is for the Official Liquidator to liquidate the company and not for this Court. We have perused the - 9 - HC-KAR NC: 2025:KHC:33953-DB OSA No. 11 of 2024 judgment passed by learned Single Judge impugned in this appeal, and we do not find that the learned Company Judge has committed any error of law or jurisdiction which requires an interference by this Court. We therefore dismiss the appeal leaving it for the Official Liquidator to proceed with the winding up of the appellant company. Sd/- (D K SINGH) JUDGE Sd/- (VENKATESH NAIK T) JUDGE MN List No.: 1 Sl No.: 3