2018 (5) TMI 1906 - AT - Companies Law

Permission for withdrawal of appeal - HELD THAT - The learned Counsels of the parties sought for and allowed to withdraw the Appeal, without going into the merit, with liberty to proceed in terms with the consent terms after Insolvency exit date if permissible. Appeal dismissed as withdrawn.

Summary

Issues involved:
1. Settlement through consent terms between the parties
2. Payment of INR 230 Crore to minority shareholders
3. Provision of Bank Guarantee by Reliance Communications Limited
4. Disposal of pending Company Petition No. 7 of 2016
5. Disposal of Contempt Application No. 148 of 2018
6. Withdrawal of Special Leave Petition (Civil) No. 9462 of 2018
7. Withdrawal of all allegations between the parties

Settlement through Consent Terms:
The judgment involves the approval of consent terms between the parties, including Reliance Infratel Limited & Ors. and HSBC Daisy Investments (Mauritius) Ltd. & Ors. The consent terms aim to resolve ongoing disputes and are contingent upon the Appellants exiting the Insolvency Resolution process initiated by Ericsson. The terms include the payment of INR 230 Crore to the Respondents within 180 days from the Insolvency exit date.

Payment to Minority Shareholders:
The Appellants agree to pay a sum of INR 230 Crore to the Respondents, who are minority shareholders holding 4.26% shares in Appellant No. 1 Company. The payment is to be made in proportion to the shareholding as specified in Annexure A of the consent terms. Reliance Communications Limited further undertakes to provide an unconditional Bank Guarantee within 15 banking days from the Insolvency exit date to secure the payment.

Disposal of Pending Petitions:
As per the consent terms, the pending Company Petition No. 7 of 2016 before the NCLT, Mumbai Bench, alleging oppression and mismanagement by the majority shareholders, shall be withdrawn upon the Insolvency exit date. Additionally, all orders passed by the NCLT, Mumbai Bench, including the Order dated 12 March 2018, will stand vacated post the Insolvency exit date.

Contempt Application and Special Leave Petition:
The judgment also addresses the disposal of Contempt Application No. 148 of 2018 and the agreement by the Respondents to withdraw the Special Leave Petition (Civil) No. 9462 of 2018 pending before the Supreme Court of India within 15 days of the Insolvency exit date. These actions are part of the overall settlement between the parties to conclude the disputes.

Withdrawal of Allegations and Conclusion:
All parties involved agree to withdraw all allegations against each other, signifying the end of the legal confrontations. The judgment concludes with no specific order as to costs, allowing the parties to move forward with the agreed terms post the Insolvency exit date. Both appeals are disposed of, granting liberty to proceed as per the consent terms after the specified date, if permissible.