2018 (6) TMI 1642 - AT - Companies Law

Validity of 'provisional agreement' reached between the parties - it was pleaded that the consent terms between the Appellants and the Respondents will await the outcome of the insolvency and proposed consent terms and thereafter, they will reach the final agreement - HELD THAT - While we take into record the final consent terms is dated 15th June, 2018 and treat the same as final, though the specific date of decree of final agreement has not been shown above but on the basis of affidavit, we treat it as an agreement reached between the parties on 15th June, 2018. Appeal disposed off.

Summary

Issues:
1. Appeal preferred by 'Reliance Infratel Limited & Ors.' and 'State Bank of India' against 'HSBC Daisy Investments (Mauritius) Ltd. & Ors.'
2. Finalization of 'consent terms' between the parties involved.

Analysis:
1. The judgment involves two appeals filed by 'Reliance Infratel Limited & Ors.' and 'State Bank of India' against 'HSBC Daisy Investments (Mauritius) Ltd. & Ors.' The appeals were based on a petition under Sections 241 and 242 of the Companies Act, 2013, alleging oppression and mismanagement by majority shareholders. The parties reached a provisional agreement, which was noted on 29th May, 2018. Subsequently, the parties entered into final 'consent terms' dated 15th June, 2018, to resolve ongoing disputes.

2. The final 'consent terms' included an agreement for the Appellants to pay INR 230 crore to the Respondents within 180 days from the Insolvency exit date. Additionally, Reliance Communications Limited agreed to provide a Bank Guarantee in favor of the Respondents. The 'consent terms' aimed to settle the disputes, leading to the withdrawal of Company Petition No. 7 of 2016 pending before the NCLT, Mumbai Bench. The judgment also addressed the disposal of related orders and applications, ensuring a comprehensive resolution of the legal matters.

3. The Respondents, represented by HSBC Daisy Investments (Mauritius) Ltd. & Ors., accepted the final 'consent terms' as reached between the parties. The Tribunal acknowledged the agreement dated 15th June, 2018, as final, despite specific date discrepancies. The Interlocutory Application No. 865 of 2018 filed in Company Appeal (AT) No. 99 of 2018 was disposed of, signifying the conclusion of the legal proceedings and the acceptance of the final 'consent terms' by all parties involved.