DURGA LIQUOR INDIA PVT LTD AND ORS Vs. NIRANJANLAL AGARWAL AND ORS
LAWS(NCLT)-2016-10-20
NATIONAL COMPANY LAW TRIBUNAL
Decided on October 19,2016

DURGA LIQUOR INDIA PVT LTD AND ORS Appellant
VERSUS
NIRANJANLAL AGARWAL AND ORS Respondents

JUDGEMENT

Rajeswara Rao Vittanala, Member - (1.)The Company petition bearing CP. No. 84 of 2012 was initially filed before the Hon'ble Company Law Board, Chennai u/s. 397/398 and 402 of the Companies Act, 1956. The CP was finally disposed off by an order dated 31.05.2013, in terms of Memorandum of Compromise (MOC) dated 22.03.2013, however, subject to retaining the jurisdiction of Tribunal in respect of the two FDs deposited in the case and, parties are accordingly given liberty to apply for release of the same. Accordingly, the Respondents of the CP (Durga Liquor India Pvt. Ltd. and Ors) have filed CA No. 1 of 2014 by inter alia seeking a direction to pay a sum of Rs. 19,52,540/- out of Rs. 38 lakhs deposited with CLB. The Petitioners of the CP have also filed two CA Nos. 1 & 2 of 2016 by inter alia seeking a direction to release an amount of Rs. 31 lakhs out of Rs. 62 Lakhs deposited with CLB and, to issue duplicate shares in dispute. Upon the constitution of NCLT bench at Hyderabad, the above 3 CAs stands transferred to this Bench as the subject matter falls under the jurisdiction of this Tribunal. Hence, we are deciding CA No. 1 of 2014 in the present case since other CA Nos. 1 & 2 of 2016 are disposed off by separate order today.
(2.)The brief facts leading to the filing of the present CA No. 1 of 14 are as follows:
"i. CP No. 84 of 2012 was filed by Mr. Niranjan Agarwal and 4 others u/s. 397, 398, 402 of the Companies Act, 1956 by alleging several acts of oppression and mismanagement by the Respondents.

ii. While the matter was pending, the Petitioners and the Respondents have decided to settle their disputes and differences amicably without recourse to further litigation. Accordingly, they have signed the Memorandum of Compromise dated 22nd March, 2013, which is hereinafter referred to as MOC. A copy of the same was also submitted to the CLB, Chennai. The sum and substance of the said compromise is that the respondents of CP have agreed to pay an amount of Rs. 12,06,00,000/- (Rupees twelve crores and six lakhs only) as full and final settlement of the shares and management of the first Respondent Company to the Petitioners. It is also one of the conditions that the petitioners of CP have to indemnify the Respondents against any losses, claims, charges, damages, etc. for a period upto 31.03.2013. It is further agreed that the Petitioners and the Respondents shall not file any cases against the company or against each other after the execution of the MOC.

iii. There are two clauses in the said MOC namely clause 4 and 8. Clause 4 relates to deposit of Rs. 62 Lakhs by way of cumulative joint fixed deposit initially for a period of 2 years with renewable clause till the dispute with AAPL regarding 36,443 shares of the Company was settled. Clause 8 relates to deposit of Rs. 38 lakhs by way of cumulative joint fixed deposit for a period of 1 year to meet any contingent liabilities that may devolve upon the Company and to settle the same.

iv. The CLB after taking into consideration of the said MOC disposed off the CP 84 of 2012 by an Order dated 31.05.2013, after satisfying that all the terms and conditions of MOC except with respect to Clause 4 & 8, were complied with by the parties. Accordingly, the jurisdiction of the CLB is retained till the terms of Clause 4 and 8 of the MOC are complied with.

v. In pursuance to the liberty granted by the CLB in respect of the issue relates to clause 4 and 8 as mentioned above, the Petitioners of the CP 84 of 2012, have filed CA Nos. 1 & 2 of 2016. The Respondents of CP (Durga Liquor India Pvt. Ltd., which is referred herein after as DLIPL), have also filed CA No. 1 of 2014 and this Application is subject matter in the present case."

(3.)Ca No. 1 of 2014 was filed u/s. 10E, 402, 403 of the Companies Act, 1956 read with Regulation 44 of the Company Law Board Regulations, 1991 by inter alia seeking a direction to break Cumulative Joint Deposit of Rs. 38 Lakhs and to pay them a sum of Rs. 19,52,540/- under clause 8 of MoC stated supra.
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