C.A. No. 33/2022

1. This interlocutory application is filed by Ms. Myadam Anitha (hereinafter referred to as the "Applicant"), under Rule 11 of the National Company Law Tribunal Rules, 2016, seeking withdrawal of her claims, allegations and averments made in the Company Petition bearing No. 20/2021 and to strike off all her pleadings so filed.

2. Brief facts of the matter, as ascertained from the Application are as follows:

i) The Applicant herein is the 2nd Petitioner in C.P. No. 20/2021, that has been filed under Section 241 of the Companies Act, 2013, alleging oppression and mismanagement in the affairs of M/S. Bambino Agro Industries Limited, the Respondent No. 1 in the said Company Petition.

ii) Having filed the aforementioned Company Petition, it is now averred by the Applicant that she has no grievance of any nature, being the member of the Respondent No. 1 Company or against any other Respondents therein.

iii) It is averred that the signatures of the Applicant for the said Company Petition had been obtained by the Respondent No. 14 herein (who is the 1st Petitioner in the Company Petition), under coercion and threat, against which acts a police complaint has been lodged by the Applicant, and that the pleadings filed therein have been so filed without the free will of the Applicant.

iv) It is submitted Mr. Myadam Raghuveer, the husband of the Applicant, who was the Managing Director of the M/S. Bambino Agro Industries Limited, passed away on 25.06.2017, prior to which the Applicant was holding 1,48,758 equity shares, which she agreed to transfer to her husband, under a family settlement in 2016. However, such a transfer was not effected and she continued to hold the said shares, in good faith, for the benefit of her husband.

v) Subsequent to the demise of Mr. Myadam Raghuveer, 57,72,858 equity shares in his De-mat account were inherited by four of his Class I legal heirs, in equal number, based on a succession certificate, dated 09.01.2018, issued by a court of competent jurisdiction, as under:

Name	Relationship with Deceased	No. of Shares Inherited	Arrayed herein as
Myadam Anitha	Widow	14,43,215	Applicant
Myadam Sugandha Bai	Mother	14,43,214	Respondent No. 3
Myadam Kartekeya	Son	14,43,214	Respondent No. 14
Myadam Shirisha	Daughter	14,43,215	Respondent No. 2

vi) Subsequently, the Class I legal heirs of the deceased entered into an oral family settlement, recorded in a memorandum, dated 08.12.2017, through which the Applicant agreed to sell her shares in M/S. Bambino Agro Industries Limited, to her daughter, the Respondent No. 2 herein.

vii) It is submitted by the Applicant that the Respondent No. 14, in order to gain control of the wealth of the family, coerced the Applicant physically and mentally, to sign on a number of documents, including the Company Petition, of which she claims no knowledge of.

viii) The Applicant confided in the Respondent No. 2 about the harassment meted out to her by the Respondent No. 14 and held multiple meetings, which culminated in an oral settlement, recorded in a memorandum, dated 01.04.2022.

Hence, the instant Application, praying for the said memorandum, dated 01.04.2022, to be taken on record and to permit the Applicant to withdraw from the Company Petition.

3. The Respondent No. 1, filed his counter contending as follows:

a) The instant Application has been filed by the Applicant in collusion with the Respondents in C.P. No. 20/2021, with a mala fide, intention of tarnishing the reputation of the Respondent No. 1.

b) The Respondent No. 1 has no objection to the Applicant withdrawing herself as petitioner in C.P. No. 20/2021. The withdrawal of the Applicant has no bearing on the maintainability of the Company Petition as the Respondent No. 1 (Petitioner No. 1 therein) has a shareholding of about 18.11% in the Respondent No. 2 Company.

c) The Applicant is the mother of the Respondent No. 1 and the Respondent No. 2 herein and the wife of Late Myadam Raghuveer, former Managing Director of the Respondent No. 2 Company in the main Company Petition.

d) Since Late Myadam Raghuveer was actively involved in all business transactions and the properties purchased by him, the Applicant and the Respondent No. 1 did not have all the information with respect to the business and various properties purchased under HUF. As a result, the Applicant and the Respondent No. 1 have been time and again misled into executing several documents for alienation of their rights over various properties without divulging full information, by Late Myadam Kishan Rao and other family members, on the pretext that the same is being done in the best interests of the family.

e) The legal heirs of Late Myadam Raghuveer and Late Myadam Kishan Rao had entered into a family settlement vide 'Memorandum Recording Oral Family Settlement', dated 08.12.2017, as per which the general understanding as regards to the partitioning of the various properties forming part of the estate of Late Myadam Raghuveer was agreed upon.

f) Late Myadam Kishan Rao and other family members including the Respondent Nos. 2 and 3 herein had deceived and dishonestly induced the Applicant and Respondent No. 1 to sell the shares held by them in the Respondent Company to the Respondent Nos. 2 and 3 and Late Myadam Kishan Rao for a consideration of Rs. 50 crores each, through the Share Purchase Agreement dated 02.12.2017. The said Share Purchase Agreement was executed forming part of the larger plan of the Respondent Nos. 2 and 3 along with Late Myadam Kishan Rao for cheating the Applicant and Respondent No. 1, by keeping them away from the affairs of the Respondent Company, while Respondent Nos. 2 and 3 along with other management personnel of the Respondent Company execute their fraudulent transactions to gain unlawfully. As the Respondent No. 3 and 4 herein failed to pay the agreed consideration under the Share Purchase Agreement within the agreed time, the answering Respondent is under no obligation to transfer the shares under the said Agreement and is free to deal with them.

g) Prior to the demise of Late Myadam Raghuveer, all the family members, including the Applicant and Respondent No. 1, were living in the same house at West Marredpally, Secunderabad. However, after the demise of Late Myadam Raghuveer and after the execution of the above-mentioned documents by his legal heirs, the Respondent No. 1 had moved out of the said house at West Marredpally, due to the inconducive environment in the said family house, while the Applicant continued to live in the same house as it is her matrimonial house.

h) Due to the ill treatment meted out to her in her matrimonial house, the Applicant was put to severe mental trauma and hardships. During her stay in her matrimonial house after the demise of her husband Late Myadam Raghuveer, the Applicant was restrained from leaving the house. The Applicant, unable to bear the torture that she was being subjected to at her matrimonial house, decided to move into the new house that she purchased at Banjara Hills. However, for reasons best known to her, she had later decided to go back to her matrimonial house at West Marredpally, but the conduct of the family members towards her had remained the same.

i) Under such misconception that the Respondent No. 1 was also acting in connivance with other family members and putting the Applicant to hardships and basing on documents that were readily available with her at that time and the legal advice she received then, the Applicant got issued a notice, dated 14.03.2020, and other notices to all the family members calling upon them to come forward for settlement of the estate of Late Myadam Raghuveer and disputed the execution of other such documents including the registered documents.

j) In the said legal notice, dated 14.03.2020, the Applicant made similar baseless allegations against the Respondent No. 1, as those made in the instant Application. In reply to the said legal notice, the Respondent No. 1 had issued a letter, dated 11.04.2020, to the Applicant, wherein the Respondent No. 1 denied the allegations made by the Applicant against him and asked her to come forward to discuss any issues that she may have with him.

k) The Respondent No. 1 continued to remain in touch with the Applicant and kept assuring her that he neither has an intention of entering into any litigation with her nor has any disputes with her, and extended all cooperation. All the while, the Applicant continued to inform the Respondent No. 1 about the ill-treatment being meted out to her in her matrimonial house, by the Respondent No. 3 and 4 herein and others.

l) Subsequent to the passing away of Mr. Kishan Rao on 12.01.2021, the Applicant had moved out of her matrimonial house and initially stayed with her parents and later moved into the new house that she purchased at Banjara Hills.

m) The Respondent No. 1 had assured the Applicant that there is nothing that he is hiding from the Applicant and that he is open to provide all clarifications. On such assurance being given, the Applicant worked towards reaching some possible settlement of disputes and misunderstanding between them. In view of the same, the Applicant and the Respondent No. 1 had several discussions and negotiations, during which the Applicant has admitted to making incorrect, false and vexatious allegations against the Respondent No. 1.

n) Pursuantly, the Applicant and the Respondent No. 1 executed a registered Trust Deed, thereby established a family trust, namely, Harmony Family Trust, for the welfare and best utilization of the funds belonging to the Applicant. The Applicant had also executed a duly registered General Power of Attorney, in favour of the Respondent No. 1, as she was not in a position to look after her day-to-day affairs.

o) Thereafter, the Applicant had joined the Respondent No. 1 in looking into the affairs of the Respondent Company and discovered several inconsistencies and illegalities in the same. Since the Respondent No. 1 and the Applicant began inquiring into the affairs of the Company and the family, and began discovering the misdeeds and illegalities committed by the other family members, differences arose amongst the family members.

p) Having discovered the various illegalities and illegitimacies, the Respondent No. 1 and the Applicant were constrained to initiate the following legal proceedings:

(i) C.P. No. 20 of 2021 - It is submitted that the Applicant herein, along with the Respondent No. 1 have filed the present Company Petition alleging oppression and mismanagement by the Respondent Directors.

(ii) OS No. 33 of 2021 - This Suit was filed on behalf of the Applicant and Respondent No. 1, under Section 92 of the Code of Civil Procedure, 1908, with respect to management and functioning of MK Rao Foundation and is currently pending on the file of the Hon'ble XXVII Additional Chief Judge, City Civil Courts at Hyderabad.

(iii) OS No. 261 of 2021 - This Suit was filed on behalf of the Applicant and Respondent No. 1, with respect to partition of Myadam Kishan Rao HUF and the estate of Late Myadam Kishan Rao and the same is currently pending before the Hon'ble XIV Additional District Judge, Ranga Reddy District at L.B. Nagar.

(iv) Arb. Appl. No. 80 of 2021 - This Application was instituted by the Respondent Nos. 2 and 3 in the present C.P. and MSK Family Trust, under Section 11 of the Arbitration and Conciliation Act, 1996, against the Applicant, Respondent No. 1 and the Respondent Company. It is submitted that the said matter was heard and reserved for orders. With respect to the arbitration proceedings, it is apposite to mention that the arbitration proceedings initially sought to be invoked by Late Myadam Kishan as against the Applicant was accepted by the Applicant herein, and thereafter she withdrew her consent for reasons best known to her. Pertinently, the Respondent No. 1 had not agreed to the said arbitration proceedings, and was not privy to the same.

(v) COP No. 63 of 2021 - This Petition was filed by the Respondent Nos. 2 and 3, and MSK Family Trust under Section 9 of the Arbitration and Conciliation Act, 1996, as against the Applicant and the Respondent No. 1. The Respondents had obtained an ex-parte ad-interim injunction Order in the said matter, which was subsequently set aside by the Hon'ble Judge by way of final Order and Decree dated 06.01.2022 passed after hearing both the parties.

(vi) COMCA No. 45 of 2021 - This Appeal was preferred on behalf of the Applicant and Respondent No. 1, aggrieved by the ad-interim ex-parte injunction order passed in COP No. 63 of 2021. This COMCA was dismissed as withdrawn.

(vii) OS No. 504 of 2021 - This Suit was preferred on behalf of the Applicant and Respondent No. 1, with respect to partition of the estate of Late Myadam Raghuveer which has not been partitioned. This Suit is currently pending on the file of the Hon'ble V. Additional District Judge, Ranga Reddy District at L.B. Nagar. The Applicant and Respondent No. 1 had obtained ex-parte ad interim injunction order with respect to 75,000 shares of the Respondent Company in the said case, which were subsequently modified to the extent of 37500 shares.

(viii) COMCA No. 4 of 2022 - This Appeal has been preferred by the Respondent Nos. 2 and 3, and MSK Family Trust, aggrieved by the Order and Decree dated 06.01.2022 passed in COP No. 63 of 2021. The same is currently pending before the Hon'ble High Court.

(ix) GHMC Complaint - This Complaint was filed on behalf of the Applicant and Respondent No. 1, seeking revocation of the Building Permit for the residential-cum-commercial building at Marredpally, Secunderabad. The same was dismissed by the GHMC vide Order dated 26.02.2022.

q) The Applicant has been actively involved in the legal proceedings initiated by her and the Respondent No. 1 herein, since the beginning and has signed all the pleadings and documents voluntarily and the signatures of the Applicant were not obtained under coercion and threat.

r) Upon learning that the Respondent No. 1 and the Applicant have come to know of the illegalities of the Respondents, the Respondents, more particularly the Respondents No. 3 and 4 herein, have clandestinely approached the Applicant and induced her to enter into a purported Settlement Agreement, dated 01.04.2022.

s) The Respondents No. 2 and 3 had approached the Applicant and provoked her to turn against the Respondent No. 1, in an attempt to evade their liabilities by forcing the Applicant to make false and fabricated statements, in line with the narrative concocted by them.

t) However, after having amicably and willingly settled the disputes with the Respondent No. 1, and being actively involved in the business and the legal proceedings initiated on behalf of both the Applicant and Respondent No. 1, it appears that the remaining family members, including the Respondents No. 2 and 3, have incited and instigated the Applicant to act against the answering Respondent No. 1.

u) To the utter shock of the Respondent No. 1, the Counsel of the Respondent No. 1 received an email, dated 01.04.2022, purportedly sent by the Applicant, wherein she has asked the Counsel not to represent her in the future and has made baseless allegations that her signatures were not obtained voluntarily. Pursuantly, the Counsel, through a reply, dated 02.04.2022, denying her baseless allegations and requesting the Applicant to collect the No-objection Vakalats and case files.

v) It is surprising that the Applicant now claims that the answering Respondent has mistreated her, while the Respondent Nos. 3 and 4 herein have always been cold towards her and continuously disrespected her.

w) It is submitted that there are continuous irregularities and inconsistencies in the statements being made by the Applicant against the answering Respondent since the year 2020. The Applicant herein has only made bald, baseless allegations and has failed to substantiate the same. It is submitted that the Applicant has filed the present Application as per the dictate of the Respondent Nos. 3 and 4 herein and other family members.

x). Thus, submitting the learned counsel for the Respondent No. 1 herein prayed that this Tribunal dismiss the instant Application, with exemplary costs.

IA (CA) No. 53/2022

While the above IA (CA) 33/2022 is pending the very same applicant filed CA No. 53/2022 seeking withdrawal of IA (CA) 33/2022 in CP No. 20/2021.

4. In the light of the reliefs sought for in the above applications, we have clubbed both these applications in order to pass a common order.

5. In the light of the contest as above, the point that emerges for our consideration is;

Whether the permission of the Tribunal is necessary when the withdrawal of the claim or any part of his claim against all or one or more of the opposite parties is unconditional Whether CA 53/2022 is sustainable under law

6. We have heard Mr. Salvaji Raja Shekhar Rao, for the Applicant and Mr. Rusheek Reddy K.V. the Ld. Counsel for the respondents. Perused the record.

7. At the outset it may be stated that the above Company Petition has been filed by this Petitioner along with Shri Myadam Kartekeya, under Section 241,242 and 243 of the Companies Act, 2013 alleging oppression and mismanagement of the affairs of the first respondent Company by the Respondents.

8. While the above Company Petition is pending, this Petitioner (2nd Petitioner in the Company Petition), alone filed the above IAC.A. 33/2022 seeking withdrawal of her claims, allegations and averments made in the Company Petition bearing No. 20/2021 and to strike off all her pleadings filed.

9. However, while the said IA (CA) 33/2022 is pending, this Petitioner applicant filed CA No. 53/2022 seeking withdrawal of IA (CA) 33/2022 in CP No. 20/2021, which was filed by the Applicant seeking withdrawal of her claims, allegations and averments made in the Company Petition bearing No. 20/2021 and to strike off all her pleadings so filed.

10. It may be stated thatOrder XXIII → Rule 1 → "> Order XXIII Rule 1 of the Code of Civil Procedure, permits the plaintiff to abandon the suit or abandon a part of the claim in the suit against all or any of the defendants at any time after the institution of the suit. No permission of the Court is necessary for the Plaintiff to unconditionally abandon his claim or any part of his claim against all or one or more of the defendants. Abandonment is complete as soon as the plaintiff informs the Court. No order of the Court is necessary through the Court often passes formal order recording the abandonment. In this connection, reference may be made to the decision of the Apex Court in Shiv Prasad Vs. Durga Prasad wherein the Court observed in Paragraph No. 12 of the Judgment as follows:

"Every applicant has a right to unconditionally withdraw his application and his unilateral act in that behalf is sufficient. No order of the Court is necessary permitting him to withdraw the application. The Court may make a formal order disposing of the application as withdrawn but the withdrawal is not dependent on the order of the Court. The act of withdrawal is complete as soon as the applicant intimates the Court that he withdraws the application."

11. Therefore, the prayer of the petitioner being withdrawal of her claims, allegations and averments made in the Company Petition bearing No. 20/2021 and to strike off all her pleadings and thus unconditional, on filing IA (CA) 33/2022, the claims, allegations and averments of the present applicant/2nd Applicant in the Company Petition, in the light of the above legal position stood withdrawn and what is now required to be done is passing a formal order confirming the withdrawal. We therefore confirm hereby that the claims, allegations and averments of the present applicant/2nd Applicant in the Company Petition, stood withdrawn effective from the date of filing CA 33/2022. Accordingly, CA 33/2022 is allowed.

12. Thus, when the claims and allegations of the present applicant/2nd Petitioner in the Company Petition, stood withdrawn as above, the application CA No. 53/2022 seeking withdrawal of IA (CA) 33/2022 is unstainable and untenable. Hence liable to be dismissed. Accordingly, CA53/2022 is hereby dismissed.

13. In the result CA 33/2022 is allowed and CA53/2022 is hereby dismissed. No Costs.