Decided on October 17,2016



M.K. Shrawat, Member - (1.)A mention has been made for disposal of C.A. 198 along with C.A. 175 (said to be reply of the Respondent) to dispose of urgently prior to the disposal of C.P. 82/2015.
(2.)From the side of the Applicant Advocates Mr. Krishnendu Datta, Ms. Sanjana Saddy and Mr. Pulkit Sharma appeared and explained the purpose of filing of this Miscellaneous Application. An Order was passed by NCLT, New Delhi in C.P. 82/2015 on 13th November, 2015 wherein it was recorded that an amicable settlement between the parties vide an agreement dated 9th November, 2015 had arrived at and, therefore, C.P. was disposed of in terms of the said settlement. For the sake of ready reference, the contents of the said order are reproduced below:

There is an amicable settlement between the petitioner and all the respondents. Respondent No. 1 is the company and respondent No. 2 is its director. The Petitioner is also a director shareholder to the extent of 50% shareholding. The terms of amicable settlement has been drawn and placed before me in the form of a deed which is duly signed by the petitioner Shri Nirupam Patel. On behalf of the Respondent No. 1-company Shri Niraj Shah has signed and then he has signed and authenticated the deed in his individual capacity as respondent No. 2. Respondent No. 3 has also signed the aforesaid deed. In addition, the deed is signed and authenticated by both the learned counsel for the parties. Learned counsel have also identified the signatures of the petitioner and Respondent Nos. 1 to 3.

Ms. Natasha Bopaiah on behalf of the petitioner and Mr. Niraj Shah (who is personally present) have jointly stated the factum of execution of the amicable settlement dated 9.11.2015. They undertake to remain bound by the terms and conditions stipulated therein. A copy of the amicable settlement is taken on record. It is needless to say that the undertakings and promises made in the aforesaid amicable settlement shall remain binding on the parties.

Company Petition No. 82 (MB)/2015 is disposed of in terms of the settlement.




Dated : 30th November, 2015"

(3.)However, the reason for filing of the impugned Application is that the terms and conditions of the said agreement/consent term dated 9th November, 2015 were not allegedly complied with by the Respondents. Ld. Counsel had explained that as per the terms of the said agreement a sum of Rs. 7,50,00,000/- (Rupees Seven crores fifty lakhs only) was to be paid to the Petitioner i.e. Mr. Nirupam Patel by the Respondent No. 2 Mr. Niraj Shah and others. Ld. Counsel had further informed that as per the clauses of the said agreement, the impugned amount of Rs. 7,50,00,000/- (Rupees Seven crores fifty lakhs only) was segregated into three heads i.e. Rs. 4,50,00,000/- (Rupees four crores fifty lakhs only) for transfer of 50% share of the Petitioner, Rs. 1,00,00,000/- (Rupees one crore only) as a dividend and Rs. 2,00,00,000/- (Rupees two crores only) towards noncompete charges, reimbursements, consultation fees, etc. It was an 'exit offer' to the Petitioner on execution of transfer of shares and resignation from the directorship of Respondent No. 1 Company in favour of the Respondent No. 2. However, the petitioner has not received any amount from the Respondents. Therefore, this Application has been moved. The crux of the argument of the Ld. Advocate is that when in a situation an Order has been passed by the Hon'ble Bench of CLB mentioning therein an amicable settlement, but that settlement was not complied with, hence, the Order by itself has become redundant and the C.P. 82/2015 should not be held as disposed of finally. Therefore, the petition in question is required to be listed again for hearing. The impugned order is thus required to be recalled being not complied with and the petition is required to be decided on merits, instead of being decided summarily on the ground of mutual settlement.
3.1 The argument of Ld. Advocate is that the very basis and the foundation on which the said Order dated 30th November, 2015 had been passed is not complied with; therefore, the Order should be treated as 'nullity' or to be 'recalled' for adjudication on merits.

3.2 Ld. Advocate has further pleaded that in a situation when the C.P. in question had not been decided on merits; therefore, the said Order is required to be recalled essentially when the NCLT is enshrined with an inherent power as per NCLT Rule, 11 to pass such Order as may be necessary for meeting the ends of the process of law. He has pleaded that the impugned Order has clearly mentioned that "Company Petition No. 82 (MB)/2015 is disposed of in terms of the settlement". Therefore, in a situation where the terms of the settlement were not fulfilled, the Order itself has become meaningless. For this legal proposition, reliance was placed on the decision of Bennet Coleman And Co. vs. Union of India & Ors., Company Cases Vol. 47 page 92 (Bombay High Court) wherein an observation was made that the CLB has the widest possible jurisdiction and ample powers to pass an Order to meet the ends of justice.


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