- (1.) Cf No.1401 / I&BF/NCLT/MB/MAH/2017 First Call: Pass Over, file filing consent terms. Second Call: On the withdrawal memo filed by the Petitioner Counsel, this Company Petition is hereby dismissed on the consent terms arrived at between the parties.
(2.) Consent TERMS 1) The Applicant and the Respondent have agreed to settle the disputes between them amicably. The Respondent admits and acknowledges its liability of Rs. 39,34,42,993/- (Thirty Nine Crores Thirty Four Lakhs Forty Two Thousand Nine Hundred and Ninety Three Rupees) . The parties to the present Petition have entered into a Debt Settlement Agreement dated 16.10.2017 and the settlement has been reached as per the terms of the said Agreement. Copy of Debt Settlement Agreement dated 16.10.2017 is annexed hereto and marked as Annexure-1. 2) The Applicant, on the basis of the above representations and warranties provided by the Respondent, seeks liberty to withdraw the present Petition. 3) It is humbly submitted that the present withdrawal of Insolvency Petition shall not prejudice the right of the Applicant in pursuing any present or future liability arising from the transactions entered into with the Respondent. Dated this 16.10.2017 IMAGe 1 M/s. DB Realty Limited, a company incorporated under the Companies Act, 1956, having CIN NO L70200MH2007PLC166818 & its registered office at DB House, Gen AX Vaidya Marg, Goregaon (East) , Mumbai-400 063, acting through its authorised signatory Mr. Asif Balwa, duly authorized by a resolution passed in the meeting of Board of Directors held on 13 October, 2017 (annexed hereto as Anaexure 'A') (hereinafter called "the Debtor", which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of this One Part; AND LIC HOUSING FINANCE LIMITED, a company registered under the Companies Act, 1956 and having CIN NOU65922NH1989PTC052257 &its registered office at the Bombay Life Building, 2nd Floor, 45/47, Veer Nariman Road, Mumbai 400 001 and having its regional office , at 'Jeevan Prakash' Building, 4th Floor, Sir P.M. Road, Mumbai 400001 acting throughMr. C. Natraj, its authorized signatory (hereinafter referred to as "the Creditor" which expression shall unless repugnant to the context or meaning thereof, mean and include its successors and assigns) of the Other Part. I. WHEREAS, at the request of the Debtor by way of its Loan Application dated 14.12.2009, the Creditor had agreed to sanction the Term Loan upto Rs. 200,00,00,000/-(Rupees Two Hundred Crores Only) to the Debtor in terms of the Loan Offer Letter dated 25.02.2010 as modified from time to time and duly accepted by the Debtor, subject to the terms and conditions specifically contained in the Loan Agreement dated 04.03.2010 and the Letters dated 23.11.2013 and 27.04.2015; and II. WHEREAS, the Debtor defaulted in its repayment of the Term loan provided by the Creditor from 31.01.2016 onwards and therefore, the Creditor was constrained to initiate insolvency proceedings against the Debtor before the National Company Law Tribunal, Mumbai by way of Company Petition No.I401of 2017; and III. WHEREAS, the Debtor acknowledges an outstanding liability of Rs. 39,34,42,993/-(Thirty Nine Crores Thirty Four Lakhs Forty Two Thousand Nine Hundred and Ninety Three Rupees) as on 31st october 2017 ("the Debt") towards the Creditor and vide its letter dated 09.10.2017, the Debtor has sought to reschedule the terms of Repayment of the outstanding amount to the Creditor; and IV. WHEREAS, based on the representations made by the Creditor towards repayment of the Debt, the Creditor intends to withdraw the Company PetitionNo.CP1401/2017 of 2017;and V. WHEREAS, the Debtor wishes to settle the Debt in full in accordance with the terms of this Debt Settlement Agreement; and VI. WHEREAS, the Debtor and the Creditor desire that the terms of the settlement may be recorded in writing, and the said recordal shall be construed to override and replace all existing agreements between them to the extent set out hereinunder. NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Debtor and the Creditor (hereinafter individually referred to as "Party" _and collectively referred to as "the Parties") covenant and agree as follows: 1. ACKNOWLEDGEMENT OF DEBT 1.1. The Debtor agrees and acknowledges that it is indebted to the Creditor in the full the outstanding principal amount of Rs. 39,34,42,993/- (Thirty Nine Crores Thirty Four Lakhs Forty Two Thousand Nine Hundred and Ninety Three Rupees) as on 31sl October 2017 together with interest thereon at the rate of 13.20% p.a., as computed in Annexure 'B' 1.2. It is expressly understood and agreed upon by and between the Parties that the amount by which the Debtor is indebted to the Creditor as stated in Clause 1.1 above is on account of arrears of the credit facilities given by the Creditor to the Debtor as narrated in the recitals to this Debt Settlement Agreement. 1.3. The Parties also agree that the Creditor will be entitled to all such securities for the repayment of the Debt as it was entitled to under the agreements betweenJhj^Parties prior to this Debt Settlement Agreement. 1.4. The Creditor shall, within a period of 30 days from the execution of this Debt Settlement Agreement, withdraw the petition filed by it before the Hon'ble National Company Law Tribunal, Mumbai Bench, being Company Petition No.CP1401/2017. However, the same shall not be construed by either Party as affecting the Debtor's liability under this Debt Settlement Agreement. 1.5. The Debtor undertakes to notify: 1.5.1. M/s. Esteem Properties Pvt Ltd, a company incorporated under the provisions of the Companies Act, 1956, having its address at DB House, Gen A.K. Vaidya Marg, Goregaon (East) , Mumbai-400 063; 1.5.2. Vinod K. Goenka, Director of the Debtor, having address at Karmayog, 6th Floor, Plot No. II, N.S. Road No. 6, Hatkesk Society, Juhu Scheme, Mumbai - 400049; 1.5.3. Shahid Balwa, Director of the Debtor, having its address at Aliya Manor, Behind Almeida Park, Bandra West, Mumbai - 400050. (hereinafter referred to as "Sureties") , who have acted as the sureties for the credit facilities availed by the Debtor, as to the terms of this Debt Settlement Agreement. The Debtor also undertakes to obtain a No-Objection Certificate from each of the Sureties within seven (7) days of the execution of this Debt Settlement Agreement indicating that the terms of this Debt Settlement Agreement are acceptable to them and are acknowledged by them. 2. SETTLEMENT TERMS 2.1. The Creditor agrees to accept from the Debtor, payment of principal amount of Rs. 39,34,42,993/- (Thirty Nine Crores Thirty Four Lakhs Forty Two Thousand Nine Hundred and Ninety Three Rupees) as on 31st October 2017, together with interest thereon at the rate of 13.20% p.a. 2.2. The Debtor is hereby stipulated to repay the Debt by equated monthly instalments of Rs. l,24,50,000/-(One Crore Twenty Four Lakhs Fifty Thousand only) inclusive of TDS. The equated monthly instalments shall be paidin accordance with the schedule attached hereto as Schedule 1 ("the Payment Schedule") . However, the Debtor is entitled to make payments over and above the minimum amount stipulated herein are the same shall accordingly be adjusted from the principal amount.The Debtor shall submit the TDS certificate to the Creditor within 7 days from the date of deposit of Tax. 2.3. The Debtor has issued Cheque dated 14th October, 2017 bearing No. 057520 drawn on Oriental Bank of Commerce, Goregaon (E) , for an amount of Rs.2.50 Crores as initial payment towards the Debt. The Debtor has also given Post Dated cheques, bearing Cheque Nos. as recorded in the Schedule l,to the Creditor prior to execution of this Agreement. However, the Debtor agrees to replace the cheques in case TDS Rates vary or alter as declared by the Government of India for every financial year.
(3.) Time IS OF ESSENCE The Parties agree and acknowledge that time is of essence witfi regard to the Debt Settlement Payments. It is hereby stipulated that the Debt shall be discharged by the Debtor within the period mentioned in this Debt Settlement Agreement.;