NCLT stays retirement of Virendra R Gandhi from Vadilal Board, orders equal division of family businesses

According to the order, the three families led by Virendra R Gandhi, Rajesh R Gandhi and Devanshu L Gandhi will be entitled to use the trademark of 'Vadilal'.

The National Company Law Tribunal (NCLT) has declared a board resolution authorising the retirement of Virendra R Gandhi from the Board of Vadilal Industries (VIL) and Vadilal Enterprises (VEL) as "null and void", in an order dated July 10.

The companies informed the exchanges about the development through a filing on July 11.

The tribunal was hearing a petition filed by Virendra R Gandhi, with Vadilal International Pvt Ltd (VIPL), Rajesh R Gandhi, Devanshu Gandhi and others were marked as respondents. Interestingly, the tribunal also asked the three families to pay Rs 10 lakh each to the Prime Minister's National Relief Fund "for repeated and unnecessary" filing of various affidavits.

According to the order, the three families led by Virendra R Gandhi, Rajesh R Gandhi and Devanshu L Gandhi will be entitled to use the trademark of 'Vadilal' registered in the name of VIPL till the companies are divided as directed; and all the family businesses be divided among the three families after appointing a Court Commissioner. If any any one of the three families wants to purchase the shares held by the other families, that will be allowed, if mutually agreed to.

Till the assets are divided an independent observors will be appointed to oversee the conduct of the board in conducting the group's family businesses; a valuer will be appointed to ascertain the valuation of all the family businesses; and Deloitte will do a special and secretarial audit to verify books of accounts of all related party transactions of family members from 2010 till the date of the order. If any irregularities are spotted, they are to be reported to the Board with a copy to the Registrar of Companies (RoC) and Ministry of Corporate Affairs.

On asking the families to make a payment to the relief fund, the order stated that it was being done "for repeated and unnecessary filing various affidavits with same contention, prayers and documents, etc. many a times at late in the evening through multiple IAs, before the date of hearing of the matter, without following the procedure of law, resulting in multiple hearings and delay in adjudication."