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8. Appellant claims that in the impugned order dated 24.01.2019, not only did the NCLT fail to consider such an exclusion and oppression of the CA (AT) No. 65 of 2019 and TA No. 01 of 2023 9 of 147 Appellant group or adjudicate upon it, but also failed to give effect to the Family Settlement arrived at between the parties and resolve the admitted deadlock. First of all, there was disregard of the family settlement agreement and failure to resolve the apparent deadlock between the two groups of shareholders. The Appellant group had time and again raised their grievances regarding financial irregularities in R1 Company and transfer of business from R1 Company to R10 Company and other CKC companies. As the R2-7 group failed to address the grievances of the Appellant group, the parties had reached the situation of a deadlock. In order to bring an end to the mistrust, and part ways in an amicable manner, both the groups of the family had decided to divide the business of R1 Company and executed a Binding Family Settlement Agreement ("FSA") dated 09.01.2014. Admittedly, the execution of the FSA is not denied by R-2 to R-7 and R1 & 10. The proposed split was also reported in media in the month of March 2014 where statements of R-9 and R-2 were reported. The same is also reflected in R-2's own email dated 10.03.2014 to the employees.

10. Company Law Board had taken cognizance of the brazen acts of R-2 to R-7 group and vide order dated 23.09.2014 granted interim relief to the Appellant group.

11. The records reflect that there is a situation of shareholder deadlock between the two equal shareholding groups of the family and hence it was incumbent upon the NCLT to exercise its powers and implement the Binding FSA. Appellant placed reliance on Needle Industries (India) Ltd & Ors. v. Needle Industries Newey (India) Holding Ltd. and Others AIR 1981 SC 1298 para 46-48.

(emphasis supplied)

13. Thus, even the Respondents admit the irretrievable breakdown in trust and confidence between the two group of shareholders. Hence, it is a fit case for the exercise of powers under Section 241 of the Companies Act, 2013 ('Act') to break the deadlock and pass appropriate orders to bring an end to the matters complained of.

14. The NCLT has wide powers to grant an equitable relief to enforce the FSA to bring an end to the matters complained of, specifically when there is no meeting point between the parties. Appellant places reliance on Probir Kumar Misra v. Ramani Ramaswamy & Ors. 2010 154 CompCas 658 (Mad) para 154, 155, 156, 157, 172 and 180. During the 36th AGM, R9 was illegally ousted from the position of the JMD of R1 Company which clearly establishes the R2-7 group's oppressive intent. This also shows that there is a larger desire to oppress the Appellant and R9 and exclude them from the management of the family business of R1 in which they hold 50% shareholding.

15. The Impugned Order also fails to consider that principle of dissolution of partnership applies to companies either on the ground of complete deadlock or on the ground of being domestic or family companies. Appellant CA (AT) No. 65 of 2019 and TA No. 01 of 2023 12 of 147 places reliance on Hind Overseas vs. Ragunath Prasad Jhunjhunwala & Ors AIR 1976 SC565 para 33] and [M.S.D.C. Radharamanan v. M.S.D. Chandrasekara Raja AIR 2008 SC 1738 @ para 16, 17, 38, 39, 42,43 and Synchron Machine Tools P. Ltd. & Ors. vs. U.M. Suresh Rao [1994] 79 CompCas 868 (Kar) para 31, 180, 190].