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TMI Blog2017 (10) TMI 570X X X X Extracts X X X X X X X X Extracts X X X X ..... by either the Petitioners or Respondent or the Company institute an execution proceeding to enforce the consent order passed pursuant to this Compromise Petition. The parties in person informed the Tribunal that they are accepting the terms of the compromise and that they have signed in the compromise settlement noting the contents. The Compromise is recorded. The petition is disposed of in terms of compromise settlement and the terms of the compromise are part and parcel of the order. In the result the petition is disposed of in terms of compromise settlement dated 16th August, 2017 - T.P. No. 55/2016 IN CP. No. 3/14 - - - Dated:- 31-8-2017 - MR. RATAKONDA MURALI AND MR. ASHOK KUMAR MISHRA, JJ. For The Petitioner : Mr. Sivarama Krishnan, Sr. Advocate For The Respondent : Mr. N K Dilip, Sr. Advocate And Mr. M G Nanjappa Sr. Advocate ORDER Per : Hon'ble Shri Ashok Kumar Mishra, Member (Technical) This Company Petition was originally filed before the Company Law Board, Southern Region, Chennai. Consequent Upon the establishment of National Company Law Tribunal Bench at Bengaluru, the said case was transferred to this Tribunal on abolition of C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ensure that the FC-TRS is endorsed by the concerned authorized dealer without any delay after the money is received by the Petitioners for transfer of Sale Shares. The Company shall take the necessary steps as contemplated in the Articles of Association of the Company in relation to transfer of Sale Shares by the Petitioners to Respondent No.2. The Respondent No.2/ shall pay the applicable Stamp Duty on the Sale Shares. 12.5 It is submitted that the Effective Date as per the Settlement Deed would be the date on which the Honourable Tribunal passes an order accepting the terms of the Settlement Deed and disposes of the above Transfer Petition. 12.6 It is submitted that Mr. Vasudeva Adiga and Mr. Parameshwar Adiga will cease to the Directors or officers of the Company in terms of Settlement Deed from the Effective Date. 12.7 It is submitted that the Petitioners as officers of the Company assure Respondents No. 1 to 5 that they will give their unanimous written consent to compound all or any non-compliances or deviations of the applicable laws by the Company prior to the Effective Date. 12.8 It is submitted that subject to the terms of the Settlement Deed, on and from the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... minees, shareholders, directors, employees, successors and assigns, in consideration of the mutual release and subject to the terms of the Settlement Deed unconditionally, irrevocably and forever releases and discharge the Petitioners from any and all Claims arising out of any matter, cause, fact, thing, act or omission whatsoever occurring or existing at any time to and including the date of Settlement. Deed in any way relate to or arise out of the execution, performance or cancellation of the Investor agreements. It is submitted that any Claims arising from the tax indemnities and the representation and warranties given in respect of the sale shares in the SSSPA shall continue to be in full force and effect even after the Effective Date. It is submitted that the said indemnities, representation and warranties refer to any matter pertaining to the Adigas Entities and for the period/s stated in the Investment Agreements. 12.13 It is submitted that the term Claims used in this petition shall mean any or all claims, demands, damages, liabilities, obligations, costs, expenses, actions and cause of action of every kind and nature whatsoever, whether direct or derivative, known or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e FC-TRS with the competent authority in relation to the transfer of the Sale Shares in favour of Respondent No.2. 12.17 It is submitted that the Petitioners have agreed that no further notice to the Petitioners for any general meetings or board meetings will be necessary and Respondent No. 2 be and are hereby authorised to receive the notice for and to appoint a representative/proxy/alternate to attend and vote at such meetings on behalf of the Petitioners Directors in any manner that they deem fit. 13. Additional Covenants : 13.1 It is submitted that the Petitioners represent that title to the Sale Shares is absolute, clear, valid, marketable and free of all encumbrances. Further, the Petitioners have not entered into or arrived at any agreement or arrangement written or oral, with any person in respect of the Sale Shares, or their membership of the Company which would be violated or breached upon consummation of the transaction contemplated herein and upon delivery to the Investor of the Sale Shares pursuant to the Settlement Agreement, the Investor will acquire good, valid and marketable title to such Sale Shares, free and clear of all encumbrances and/or any pre-empt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... between the Petitioners and Respondents concerning the Settlement Deed the Court of Bengaluru shall have the exclusive jurisdiction to adjudicate the dispute under the laws of India. 13.10 It is submitted that the Petitioners and Respondents agrees to refrain from any defamation, libel or slander of the other or tortuous interference with the contracts and relationships of the other. Neither the Petitioners nor the Respondents shall make any statement that may cause disrepute or damage the name of the other party. 13.11 It is submitted that each of the Petitioners and Respondents represents that he/she/they/it has/have entered into the Compromise and Settlement Deed with free consent to resolve all disputes in good faith, in the absence of coercion, fraud, inducement, misrepresentation or force. That each party as Petitioner and Respondent out of their own free will have the authority and capacity to enter into the Compromise and execute the Settlement Deed and perform their respective obligations under the Settlement Deed and the same would be binding and enforceable against such person under all applicable laws; and that each of the Petitioners and Respondents has full powe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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