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2021 (2) TMI 441 - Tri - Companies LawSeeking order for execution of Consent Term No. 12 of the Consent Terms of the recorded order dated 14.11.2014 by the Company Law Board, New Delhi while dealing with the matter which was deputed from the Company Law board, Chennai - seeking directions to Respondent Nos. 1, 3 4 (R3 Group) to move an application in OS No. 3329 of 2011 pending before the Hon'ble Delhi High Court to the effect that R2 Group R3 Group along with their companies can use/advertise in Google and Just Dial - HELD THAT - This Tribunal has noted that there are two separate vakalat filed by two different counsels for representing R2 herein before this Tribunal and this Tribunal has heard both the parties at length. That one vakalat dated 17.01.2020 is filed by Mr. T. Sujan Kumar and the other vakalat dated 11.02.2020 is filed by Mr. Saurabha Kalia. Both the vakalat are supported by two different Resolutions dated 25.09.2008 24.09.2007 respectively. That this Tribunal at this juncture cannot take an exercise of verification of the authencity of the Board Resolutions and the respective vakalat. However, if this Tribunal comes to a finding at any time in future that either of the vakalt is not genuine, an appropriate action will be taken against the concern party. It is a fact, not in dispute that all the terms of the consent terms dated 14.11.2014 were adhered to by the parties concerned except consent term No. 12 in terms of which in the suit No. 3329 of 2011 (Renumbered as CS (COMM) No. 1 of 2017, before Hon'ble High Court of Delhi, the R3 group ought to have moved an application before the court to the effect that the R2 group and R3 group along with their companies can use/advertise in Google and just dial and the said suit can be continued in future. During the course of hearing in the instant company petition, it was brought to the notice of this Tribunal during hearings held on 11.02.2020 and 24.02.2020 that an Application has already been moved by Respondent No. 3 before Hon'ble High Court of Delhi for taking on record Consent terms dated 14.11.2014, more particularly with respect to para 12 of the said Consent terms. It was also submitted that the Hon'ble Delhi High Court was pleased to issue notice in the said Application and the same is pending before Hon'ble Delhi High Court. It is seen from the record placed before this Tribunal that R3 group consist not only R3 (Mr. Rajender Agarwal) herein but also R1 (Mr. Ramesh Agarwal) and R4 (Mr. Dinesh Agarwal). In these circumstances, this Tribunal deems it proper to direct for the execution of consent term No. 12 of order dated 18.11.2014. Accordingly, this Tribunal hereby directs R3 group (i.e., R1, R3 R4) herein to move an appropriate Application in CS NO. 1 of 2017 before Hon'ble High Court of Delhi to the effect that R2 Group R3 Group along with their companies can use/advertise in Google and Just Dial. This Tribunal is conscious of the fact that the authority and jurisdiction conferred on this Tribunal is sub-ordinate to the Hon'ble High Court and hence it is made clear that this Tribunal is confining its jurisdiction and authority to the limited extend of issuing the aforesaid directions keeping in view the consent terms recorded before the CLB (presently NCLT) and is not dwelling into the merits of the case pending before a higher judicial forum i.e., the Hon'ble High Court of Delhi. Further, the direction issued herein should not be deemed or viewed as expression of any opinion by this Tribunal with respect to the matter pending before the Hon'ble High Court of Delhi. Petition disposed off.
Issues Involved:
1. Execution of Consent Term No. 12 of the Consent Terms dated 14.11.2014. 2. Compliance with the consent terms by the involved parties. 3. Jurisdiction and authority of the Tribunal in directing the execution of consent terms. Detailed Analysis: Issue 1: Execution of Consent Term No. 12 of the Consent Terms dated 14.11.2014 The Petitioners sought the execution of Consent Term No. 12, which required the R3 Group to move an application in OS No. 3329 of 2011 before the Delhi High Court, allowing both R2 and R3 groups to use/advertise on Google and Just Dial. The Tribunal noted that R3 had filed an application (IA No. 2645/2020) in CS No. 1 of 2017 before the Delhi High Court, but it was not pursued properly, and the Petitioners were not informed. The Tribunal directed the R3 Group (comprising R1, R3, and R4) to move an appropriate application in CS No. 1 of 2017 before the Delhi High Court to comply with Consent Term No. 12. Issue 2: Compliance with the consent terms by the involved parties The Tribunal observed that most consent terms were adhered to except for Consent Term No. 12. The Petitioners argued that R3 Group did not comply with the consent terms, and the Respondents were acting against the Petitioners' interests. The Tribunal noted that the R3 Group had not fully complied with the requirement to move an application in the Delhi High Court. The Tribunal directed the R3 Group to ensure compliance and report back within two months. Issue 3: Jurisdiction and authority of the Tribunal in directing the execution of consent terms The Tribunal acknowledged its subordinate jurisdiction to the Delhi High Court and clarified that its direction was limited to ensuring compliance with the consent terms recorded before the Company Law Board (now NCLT). The Tribunal emphasized that its direction should not be viewed as an opinion on the merits of the case pending before the Delhi High Court. Conclusion: The Tribunal directed the R3 Group to move an appropriate application in CS No. 1 of 2017 before the Delhi High Court to allow both R2 and R3 groups to use/advertise on Google and Just Dial, in compliance with Consent Term No. 12. The R3 Group was instructed to report compliance within two months. The Tribunal's jurisdiction was confined to issuing directions based on the consent terms and did not extend to adjudicating the merits of the case pending before the Delhi High Court. The Company Petition was disposed of with these directions, and any pending applications were closed.
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