Judgment
IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT THE HONOURABLE MR.JUSTICE V.G.ARUN TUESDAY, THE 25TH DAY OF OCTOBER 2022 / 3RD KARTHIA, 1944 WP(C) NO. 32276 OF 2015 PETITIONER/S:
1 M/S.KODUVAYUR PETROLEUM AGENCIES AGED 69 YEARS REPRESENTED BY ITS MANAGING PARTNER, KK VASU, S/O.K.K.KAMBI, V.R.C. NILAYAM, VRINDAVAN COLONY, TOWN HALL ROAD, PALAKKAD.** (CORRECTED) THE NAME OF THE PETITIONER "M/S.KODUYAYUR PETROLEUM AGENCIES, REPRESENTED BY ITS MANAGING PARTNER, K.K.VASE IS SUBSTITUTED AS 'M/S.KODUVAYUR PETROLEUM AGENCIES, REPRESENTED BY ITS PROPRIETOR SANTHOSH VASU AS ORDER DATED 23-02-2022 IN IA NO.1/2021.
2 ADDL.P2: SANTHOSH VASU, AGED 47 YEARS, S/O.LATE K.K.VASU, RESIDING AT KALLAMKADU HOUSE, 07/103, VELLAROD, MANKARA-678 613. IS IMPLEADED AS PER ORDER DATED 23-02-2022 IN IA 1/2021.
BY ADVS.
P.CHANDRASEKHAR P.CHANDRASEKHAR(C-19) V.A.HARITHA P.A.MOHAMMED SHAH MARY RESHMA GEORGE P.M.MAZNA MANSOOR K.NANDAKUMAR S.PRASANTH SOORAJ T.ELENJICKAL UMA K.K.MOHAMED RAVUF SATHEESH V.T.
MANJARI G.B.
RESPONDENT/S:
1 INDIAN OIL CORPORATION REPRESENTED BY ITS CHIEF DIVISIONAL RETAILS MANAGER, COCHIN DIVISIONAL OFFICE, PANAMPILLY AVENUE, PANAMPILLY NAGAR P.O., KOCHI-682 036.
2 DR.BINDU W/O.SUDARSANAN, NO.273, (8/188), KARAPPURATH, KERALASSERY GRAMA PANCHAYATH, PALAKKAD DISTRICT-678 641.
3 SUNITHA RAMACHANDRAN W/O.SYAM, RARATH HOUSE, THIRUVALATHUR P.O., KODUMBU,
WP(C) NO. 32276 OF 2015 2 PALAKKAD-678 551.
BY ADVS.
SRI.P.BENNY THOMAS SRI.M.GOPIKRISHNAN NAMBIAR SRI.P.GOPINATH SRI.K.JOHN MATHAI SRI.JOSON MANAVALAN SRI.KURYAN THOMAS SRI.P.K.MOHANANPALAKKAD THIS WRIT PETITION (CIVIL) HAVING COME UP FOR ADMISSION ON 25.10.2022, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING:
WP(C) NO. 32276 OF 2015 3 JUDGMENT Dated this the 25th day of October, 2022 The petitioner, a partnership firm, was allotted dealership licence by the 1st respondent Corporation for conducting a Petroleum retail outlet. The partnership consisted of three partners, K. Raman with 51% share, K.K Vasu with 29% and V.Santhosh with 20% share.
According to the petitioner, K. Raman retired from the partnership and the partnership was reconstituted as per Ext.P3 deed of reconstitution. Subsequently K.Raman died and his legal heirs issued Ext.P6 No Objection Certificate (NOC) stating that they have no objection in the other partners conducting the outlet. Petitioner also relies on Ext.P11, an alleged compromise entered into between the existing partners and the legal heirs of deceased K.Raman.
2. The legal heirs of K.Raman raised an objection before the 1st respondent pointing out that they had been duped into signing the compromise and the NOC. They convened a meeting of the existing partners and the legal heirs of the deceased partner, the minutes of which is produced as Ext.P10. Therein, the legal heirs stated that they had given the NOC and signed the compromise based on certain commitments and promises from K K Vasu, the other partner. The commitments not having been met, the NOC do not hold good any more. While So, K K Vasu also died leaving behind Santhosh with 20% share, as the sole partner.
3.In the light of the statements made by the legal heirs of K.
WP(C) NO. 32276 OF 2015 4 Raman, 1st respondent returned the application for reconstitution of the retail outlet dealership under Ext.P14, with an advise to resubmit the application with fresh NOC. Thereafter, the petitioner resubmitted the application for reconstitution under Ext.P15.
4. Learned Counsel for the petitioner submitted that, for the time being, the petitioner will be satisfied with a direction to the 1st respondent to consider and act upon Ext.P15 application.
5. Learned Standing Counsel for the 1st respondent submitted that there cannot be any omnibus direction since, by their conduct, the petitioner has rendered himself ineligible for any such consideration. It is submitted that Ext.P3 deed of reconstitution was executed without the volition of the company and contrary to the express terms in the agreement. By the reconstitution, K.Raman was ousted from partnership and V. Satheedevi, wife of K K Vasu was inducted as a partner. The NOC issued by the legal heirs of K.Raman and the compromise entered by them, are stated to have been obtained by fraud. The above acts of the petitioner is sufficient to cancel the licence. The company has refrained from doing so only for reason of the interim order granted by this Court. Learned Counsel is pointed out that, as on date, the partnership is being conducted by a person holding only 20% share.
6. Learned Counsel for the respondents 3 and 4 also submitted that his clients had not willingly issued the NOC and had not entered any compromise as claimed by the petitioner.
WP(C) NO. 32276 OF 2015 5 7. In view of the above facts, I find substantial merit in the contention urged by the learned Counsel for the 1st respondent that a direction to consider Ext.P15 cannot be issued. All that can be done is to direct the company to consider the petitioner's request in accordance with its reconstitution policy and take an appropriate decision thereon.
The writ petition is accordingly disposed of, permitting the petitioner to submit an application in terms of the reconstitution policy of the 1st respondent company. If such application is filed within two weeks, an appropriate decision shall be taken by the 1st respondent within three months, after affording an opportunity of hearing to the petitioner and the respondents 3. and 4. Till orders are passed in the manner directed above, the present arrangement shall be allowed to continue. Needless to say this judgment does not interdict the 1st respondent from initiating action for violation of the terms of the agreement, if any.
Sd/- V.G ARUN JUDGE
SJ
WP(C) NO. 32276 OF 2015 6 APPENDIX OF WP(C) 32276/2015 PETITIONER EXHIBITS EXT.P1.
A TRUE COPY OF THE PARTNERSHIP DEED IN RESPECT OF THE PETITONER FIRM EXT.P2.
A TRUE COPY OF THE AGREEMENT DATED 23/6/2009.
EXT.P3.
A TRUE COPY OF THE DEED DATED 1/4/2014 EXT.P4.
A TRUE COPY OF THE DEATH CERTIFICATE IN RESPECT OF K.RAMAN EXT.P5.
A TRUE COPY OF THE LEGAL HEIRSHIP CERTIFICATE IN RESPECT OF K.RAMAN EXT.P6.
A TRUE COPIES OF THE NO OBJECTION CERTIFICATES EXT.P7.
A TRUE COPY OF THE APPLICATION SUBMITTED BY THE PETITIONER EXT.P8.
A TRUE COPY OF THE LETTER DATED 29/5/2015 OF THE 1ST RESPONDENT TO THE PETITIONER EXT.P9.
A TRUE COPY OF THE LETTER DATED 29/6/2015 OF THE PETITIONER TO THE 1ST RESPONDENT IN THAT REGARD.
EXT.P10.
A TRUE COPY OF THE MINUTES OF THE SAID MEETING DATED 14/8/2015 EXT.P11.
A TRUE COPY OF THE AGREEMENT DATED 10/8/2015.
EXT.P12.
A TRUE COPY OF THE DEED NO.4449/2015 DATED 11/8/2015.
EXT.P13.
A TRUE COPY OF THE DEED DATED 10/8/2015 EXT.P14.
A TRUE COPY OF THE LETTER DATED 11/9/2015.
EXT.P15.
A TRUE COPY OF THE PETITIONERS PETITION DATED 12/10/2015 TO THE 1ST RESPONDENT IN THAT REGARD.
Exhibit P17 TRUE COPY OF THE LETTER DATED 22.5.2020 OF THE DEPUTY GENERAL MANAGER (RETAIL SALES) COCHIN DIVISIONAL OFFICE TO THE PETITIONER Exhibit P18 TRUE COPY OF LICENSE DATED 5.4.2021 ISSUED BY KODUVAYUR GRAMA PANCHAYAT TO SRI.V.SANTHOSH Exhibit P19 TRUE COPY OF THE REGISTRATION CERTIFICATE IN FORM GST REG-06 ISSUED
WP(C) NO. 32276 OF 2015 7 TO THE PETITIONER BY GOVERNMENT OF INDIA.
Exhibit P20 TRUE COPY OF LETTER DATED 25.3.2021 OF THE 1ST RESPONDENT ACCEPTING THE TENDER OF THE PETITIONER BY THE 1ST RESPONDENT.
Exhibit P21 TRUE COPY OF LETTER DATED 3.6.2022 THE PETITIONER OR CGM (OPERATIONAL) KERALA STATE OFFICE, IOC LTD, PANAMPALLY NAGER ALONG WITH CONNECTED DOCUMENTS.