P.K. Saikia, Member - (1.) This proceeding has been initiated seeking following relief(s): "a) To allow this application and pass an order thereby recalling/amending the order dated 14.11.2014 passed by the Hon'ble Company Law Board, Kolkata Bench in Company Petition No. 969/2012 thereby directing that transfer of the 33% equity shares from M/s. Gomukhi Construction (P) Ltd. to M/s. North East Shuttles (P) Ltd. be made after complying with the mandatory provisions to be followed during transfer of shares under Sections 6, 44, 67, 68 and other relevant provisions of the Companies Act, 2013, the provisions of Companies (Share Capital and Debentures) Rules, 2014 as well as the provisions of Article 3 of the Articles of Association of the applicant No. 1 company to secure the ends of justice and equity. b) To direct M/s. Gomukhi Construction (P) Ltd. to arrange for and submit before this Hon'ble Tribunal a proper No Due Certificate from M/s. Parichiti Software (P) Ltd. regarding full repayment of the loan of Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs) only which was arranged by Gomukhi Construction; and c) To pass such further order(s) as Your Honour may deem fit and proper. 1. The non-applicant, as the petitioner, had filed a petition under Section 397/398 of the Companies Act, 1956 (In short, Act of 1956) alleging that the affairs of North East Shuttles, which was arraigned as respondent No. 1 therein, were conducted with profound illegalities and irregularities by respondent Nos. 2, 3 & 4 which resulted in mismanagement as well as oppression having been perpetuated upon the petitioner. On the basis of said petition, C.P. No. 969/2012 was registered.
(2.) In the proceeding aforesaid, the respondents had filed reply and in due course, petitioner submitted rejoinder to which the respondents had filed sur-rejoinder. On completion of exchange of pleadings, the matter was heard at length by CLB, Kolkata. However, judgment was deferred on occasions, more than one since the parties thereto reportedly tried to settle their dispute in such a proceeding amicably. Ultimately, the proceeding was disposed of by the CLB, Kolkata on the basis of a purported settlement arrived at between the parties vide order dated 14.11.2014 rendered in C.P. No. 969/2012.
(3.) The applicants herein alleged that the order dated 14.11.2014 was rendered behind their back and without their consent and approval. Since the order was passed in a most fraudulent way, the order is not binding upon the respondents in CP No. 969/2012 including respondent No. 2. The applicant/respondent No. 2 have contended that on 14.11.2014, the respondent No. 2 appeared before the learned CLB but after signing the attendance sheet, respondent No. 2 therein (who is one of the applicants herein) had left the CLB.;