- (1.) Joint MEMORANDUM OF COMPROMISE FILED BY THE PARTIES I. PREAMBLE: The Company Petition has been filed by the Petitioner alleging acts of oppression and mis-management in the affairs of the Company. During pendency of the Company Petition, on orders of this Honourable Tribunal, the Parties appeared in person before the Honourable Tribunal on 11th November 2016 and during the course of such hearing, broad Terms of Compromise between the Parties was reached. The Parties have subsequently arrived at a detailed terms of compromise binding on them, subject to orders of this Honourable Tribunal and such agreed terms are as follows: II. TERMS OF COMPROMISE:
(2.) The 1st Respondent Company and the Petitioners hereby agree that the 1st Respondent Company shall buy back the entire shareholding held by Respondents 2 & 3 in the 1st Respondent Company, for consideration to be discharged and upon terms and conditions as setout hereinafter, in full and final settlement of all claims of the 2nd and 3rd Respondent towards their share of investment in the 1st Respondent Company and related entitlements. The Respondents 2 & 3 also hereby agree to resign from the Directorship of the 1st Respondent Company.
(3.) In consideration of the foregoing, the Petitioners and the 1st Respondent Company agree: "a) To cause the release of charge/mortgage existing in favour of Indian Overseas Bank, Chengalpet over the landed property of the Company along with the superstructures thereon, (given as security for the borrowings of the 1st Respondent Company). b) To cause sale of the landed property of the 1st Respondent Company along with superstructures put up thereon in as is where is condition to the 2nd Respondent or his nominee, upon release of charge thereon by Indian Overseas Bank, Chengalpet. The registration of land shall be done, at the cost of 2nd Respondent as regards stamp duty and registration charges, before the Machinery specified in Clause 3 are moved out of the landed property. The Petitioner shall be permitted, notwithstanding such sale, to have ingress and egress for the purpose of maintaining the removing the plant and machineries in terms of this Compromise. c) To cause release of personal guarantee given by the 2nd and 3rd Respondent for securing the borrowings of the 1st Respondent Company. d) To indemnify and keep indemnified the 2nd and 3rd Respondent against any claim by the Indian Overseas Bank, Chengalpet in relation to and in respect of the liability of the 1st Respondent Company to the said Bank. e) To transfer all the other equipments, inventories and spares etc., apart from the specific machinery mentioned in clause 3 below, to the company of the choice of the 2nd and 3rd Respondents, after verification by the auditors appointed in terms hereof, to confirm that the said machineries have not been funded from and out of the Bank loan. If any of such machines are found to be funded from and out of the Bank loan, the said machineries will enure and will be handed over to the Petitioner.";