- (1.) Tcp NO.569/I&BP/CLB/MB/MAH/2017 On the with drawa I Memo filed by the Petitioner Counsel for withdrawal of this Company Petition on the ground Consent terms have been arrived between the parties, this Company Petition is hereby dismissed as withdrawn. 1. Cooper & Turner Limited through its authorised representative Mr. Rajesh Sachdeva has entered into a settlement agreement with Infra Industries Ltd. through its Authorised Representative Mr. Mukesh B. Ambani. 2. It is most respectfully submitted on behalf of the Operational Creditor that & the Operational Creditor have arrived at a settlement in terms of the Settlement Agreement Dated 27.07.2017 Copy of the Settlement Agreement is attached herewith & marked as Exhibit-A-1 This Settlement Agreement ("Agreement") is entered at Mumbai on this 27th day of July, 2017 into by and between: Cooper & Turner Limited a company incorporated under the provisions of English Companies Act, having its office at Sheffield Road, Sheffield S9 IRS, the United Kingdom (hereinafter referred to as X&T', which expression shall unless repugnant to the context thereof include its successors and permitted assigns) being , represented in India through its Sales Representative Mr. Rajesh Sachdeva who is authorized by C&T through its Board Resolution dated 04/09/2014; And Infra Industries Limited, a company incorporated under the Companies Act, 1956, having its registered office at 7th Floor, Dhiraj Chambers, , Mumbai- 400 001 (Hereinafter referred to as 'INFRA', which expressions shall unless repugnant to the context thereof include its successors and permitted assigns) being represented by its Director Mr. Mukesh Bhupendra Ambani who is authorized through its Board Resolution dated 27/07/2017. In this Agreement, each of the abovementioned parties hereinafter referred to individually as a "Party" and collectively as the "Parties". JUDGEMENT_575_LAWS(NCLT)7_2017_1.html BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI COMPANY APPLICATION NO. 5 OF 2017 To, The National Company Law Tribunal Mumbai Bench, 6th Floor, Fountain Telecom Building No.l, Near Central Telegraph, M.G. Road, Mumbai 400 001. From, Cooper & Turner Limited Through , Mr. Rajesh Sachdeva, the Sales Representative of India of the company, Sheffield Road, Sheffield S9 IRS, United Kingdom ? Applicant/Operational Creditor IN THE MATTER OF: Infra Industries Ltd. 7 Floor, Dhiraj Chambers 9, Hazarimal Somani Marg Mumbai D 400 001 CIN No.L25200MH1989PLC054503 ? . Corporate Debtor Subject: Application for withdrawal of Application to initiate corporate insolvency resolution process in respect of Infra Industries Ltd. under Insolvency and Bankruptcy Code, 2016, in light of the settlement Agreement Dated 27.07.2017. Madam / Sir, 1. Cooper & Turner Limited through its authorised representative Mr. Rajesh Sachdeva has entered into a settlement agreement with Infra Industries Ltd. through its Authorised Representative Mr. Mukesh B. Ambani. 2. It is most respectfully submitted on behalf of the Operational Creditor that Corporate Debtor & the Operational Creditor have arrived at a settlement in terms of the Settlement Agreement Dated 27.07.2017 Copy of the Settlement Agreement is attached herewith & marked as Exhibit-A-1 3. It is stated that in light of the settlement arrived at between the parties the present matter does not require to be adjudicated. It is therefore prayed that the same may be accordingly desposed of in terms of the Settlement Agreement dated 28/07/1017. SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is entered at Mumbai on this 27th day of July, 2017 into by and between: Cooper & Turner Limited a company incorporated under the provisions of English Companies Act, having its office at Sheffield Road, Sheffield S9 IRS, the United Kingdom (hereinafter referred to as X&T', which expression shall unless repugnant to the context thereof include its successors and permitted assigns) being , represented in India through its Sales Representative Mr. Rajesh Sachdeva who is authorized by C&T through its Board Resolution dated 04/09/2014; And Infra Industries Limited, a company incorporated under the Companies Act, 1956, having its registered office at 7th Floor, Dhiraj Chambers, 9, Hazarimal Somani Marg, Mumbai- 400 001 (Hereinafter referred to as 'INFRA', which expressions shall unless repugnant to the context thereof include its successors and permitted assigns) being represented by its Director Mr. Mukesh Bhupendra Ambani who is authorized through its Board Resolution dated 27/07/2017. In this Agreement, each of the abovementioned parties hereinafter referred to individually as a "Party" and collectively as the "Parties". WHEREAS: A. C&T had supplied 30 sets (in two lots) of bolting for use in the construction of wind energy towers to INFRA which in turn sold them to Regen Powertech Private Limited. B. C&T raised four invoices for a total amount of GBP 99,856.24 on INFRA for the supply of above-mentioned goods. C. INFRA received the payments from Regen Powertech Private Limited. However, INFRA did not make the payment to the C&T for the supplies made even after repeated reminders by C&T and assurances given by INFRA to C&T. C&T had filed a winding-up Petition before the Hon'ble Bombay High Court, which Petition was transferred to Hon'ble National Company Law Tribunal on 01/02/2017 due to enactment of Companies (Transfer of Pending Proceedings) Rules, 2016 vide notification No. G.S.R. 1119(E) dated 07/12/2016 of Ministry of Corporate Affairs. D. That the said Winding-up Petition after its transfer to the Hon'ble National Company Law Tribunal has been numbered as TCP No. 569 of 2017. NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. INFRA has hereby agreed to pay a total amount of GBP 76,000.00 (Pound Sterling Seventy Six Thousand) against the full and final settlement of the invoices as raised by C&T, which will be payable in 9 installments by INFRA to C&T as per timelines given below (collectively, the "Settlement Consideration") . August 2017 6,000.00 September 2017 6,000.00 October 2017 6,000.00 November 2017 9,000.00 December 2017 9,000.00 January 2018 12,000.00 February 2018 12,000.00 March 2018 13,000.00 Total 76,000.00
(2.) That besides the Settlement Consideration INFRA has also agreed for the following: (i) INFRA agrees that the time is essence of this agreement. (ii) To pay the above-mentioned amount to C&T in Pound Sterling irrespective of the prevailing exchange rate. (iii) INFRA will remit / pay to C&T the installments by the Fifteenth of each month i.e. the due date for payment of the installments by INFRA to C&T. However, if in case Fifteenth of any month is a bank holiday, INFRA will get additional day(s) for remitting / paying to C&T in lieu of the bank holidays. (iv) INFRA will ensure that it remits / pays C&T the net amount in GBP as mentioned against each of the installments. If in case the amount received in C&T's bank account is less than the installment amount as above agreed, INFRA will pay the balance amount of each of the installment if any along with the next installment on being notified by C&T. (v) INFRA will bear all the bank charges for remitting / paying the installment amount to C&T. (vi) INFRA will duly inform / convey to C&T on prescribed email about the confirmation of its transfer advice from its banker after making the transfer of each of the installments, (vii) In case of default in remitting / paying any of the above-mentioned installments on due date INFRA would be liable to pay to C&T a penalty of an amount of GBP 1000 on expiry of TEN (10) days as liquidated damages. INFRA agrees that it will not dispute the amount of liquidated damages as and when claimed by C&T and the same would be deemed as debt.
(3.) Parties have agreed to place the present Settlement Agreement before the Hon'ble National Company Law Tribunal on 28/07/2017 with a prayer that the Company Petition No. TCP 569 of 2017 pending before the Hon'ble Tribunal may be disposed off in terms of this Agreement.;