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2019 (8) TMI 13 - AT - Companies LawCompromise - release of properties - HELD THAT - Respondent No.2 appears to have done what was in his capacity. Considering the observations of Learned NCLT in Order dated 13.7.2017 based on letter of the Bank and considering reasons recorded in impugned order we agree with NCLT. Thus basically the company petition was dismissed as withdrawn because of the compromise and if that is kept in view it was not an order which required execution as such. Still the Learned NCLT tried to help the appellant, in interest of justice and passed orders dated 13.7.2017. Finding recorded therein with regard to Respondent doing needful was not challenged. The final impugned order could naturally not be different. Appeal dismissed.
Issues:
1. Interpretation of terms in a Memorandum of Understanding (MOU) regarding property release. 2. Compliance with obligations under the MOU. 3. Claim for compensation due to alleged losses suffered. 4. Judicial review of National Company Law Tribunal (NCLT) orders. Issue 1: Interpretation of MOU Terms The judgment revolves around the interpretation of terms in an MOU dated 17.12.2015 between the appellant and respondents. The key issue is the clause requiring the release of two properties of the appellant by the respondent within a specified timeframe. The appellant argues that the respondents failed to comply with this clause, leading to financial losses. The counsel refers to specific clauses in the MOU, particularly term 10, which outlines the consequences of non-compliance by a party. Issue 2: Compliance with Obligations The respondents, on the other hand, contend that they fulfilled their obligations under the MOU by making required payments and providing substitute securities to the bank. The NCLT had earlier passed an order directing the release of the properties, acknowledging the efforts made by the respondents. The judgment delves into the details of the steps taken by the respondents to fulfill their obligations, as evidenced by correspondence with the bank. Issue 3: Claim for Compensation The appellant sought compensation for the alleged losses incurred due to the delay in property release. The appellant calculated the losses, including additional interest payments, and pressed for liquidated damages as per the MOU terms. However, the tribunal found that the delay was beyond the control of the respondents and rejected the claim for compensation, stating that the respondents had taken all necessary steps to comply with the directions. Issue 4: Judicial Review of NCLT Orders The judgment also addresses the judicial review of NCLT orders, particularly the order dated 13.7.2017, which played a significant role in determining the actions taken by the respondents. The tribunal highlighted the efforts made by the respondents and concluded that the NCLT had been benevolent in assisting the appellant. The judgment emphasizes that the NCLT's decision was in the interest of justice, considering the compromise reached between the parties. In conclusion, the appellate tribunal dismissed the appeal, finding no merit to interfere with the impugned order. The judgment emphasizes the importance of interpreting contractual terms, assessing compliance with obligations, and considering judicial decisions in the context of the overall dispute resolution process.
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