- (1.) IN the petition filed under Section 397/398 of the Companies Act, 1956, in the matter of INdo Saudi Travels Private Limited, when arguments were in progress, considering the facts and circumstances of the case, we had advised the parties that they should try to resolve the dispute amicably. Accordingly, the matter of settlement was discussed in our presence on a few occasions without any final result. On July 8, 1997, the parties finally agreed that the petitioner would sell her group's shares to respondent No. 2 or his nominees or to the company for a consideration of Rs. 2.3 crores. This settlement was reached in our presence and a draft order containing various terms of compromise was dictated in the presence of both the parties and their counsel and was also signed by the parties along with their counsel. Before the fair order could be issued, respondent No. 2 made an application for incorporating certain terms in the consent order. The fair order was issued on August 14, 1997, wherein we have also mentioned about this application.
(2.) This application, C. A.No. 196 of 1997, was heard on September 2, 1997. Shri Ramachandran appearing for the respondents submitted that, at the time when the amount of Rs. 2.3 crores was agreed, respondent No. 2 was under the impression that certain dues payable by the petitioner to the company as well as to the respondents would be adjusted against this amount of Rs. 2.3 crores and to make it more explicit he stated that the same should be incorporated in the consent terms. He further stated that the application for amendment was filed without much loss of time, i.e., within four days from the date of entering into the consent terms. According to him, the consent terms incorporated only the broad agreement between the parties and the parties should have later filed a joint memo with an affidavit before the same could be treated as binding on the parties. He, therefore, sought for incorporating, in the consent terms, the various issues raised in the application. He also submitted that, in case his prayers are not incorporated in the consent terms, then the petition may be heard on the merits. Shri Choudhary appearing for the petitioner submitted that the application should be straightaway rejected. He submitted that while the petitioner is not averse to some of the items in the application, yet the question of reducing the amount of Rs. 2.3 crores would not arise at all inasmuch as the same was agreed after detailed discussion in the presence of the Company Law Board. He questioned the contentions of Shri Ramachandran that the amount of Rs. 2.3 crores was subject to any adjustment inasmuch as not only had the amount been specified in the consent terms but even the instalments of payment of the said amount has been indicated. In other words, even the respondents could not have any perception as contended by him that there would be some adjustment against this amount. Therefore, he submitted that, in the absence of concurrence of the petitioner, the consent terms should not be modified and should be allowed to stand as they are and the question of hearing the petition on the merits would not arise after the Company Law Board had disposed of the petition on the basis of the consent terms.
(3.) BEFORE we could issue our order on this application, another application, viz., C. A.No. 202 of 1997, was filed by the respondents which was considered by us on September 10, 1997, when we directed the petitioner to file a reply so that the matter could be considered on October 1, 1997. On October 1, 1997, respondent No. 2, who was present in person, submitted that his counsel was not in a position to appear on that day and as such sought for adjournment. While allowing the prayer for adjournment, we also imposed a cost of Rs. 5,000 on respondent No. 2. This application, namely, C.A. No. 202 of 1997, was heard on November 17, 1997, on which date certain shareholders of the company filed an application, C.A. No. 261 of 1997, seeking permission to be impleaded as parties to the proceedings and also seeking stay of further proceedings in the matter in view of the civil suit that had been initiated by them in the High Court of Bombay.;