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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 ..... . Terms of Settlement 12.1 It is submitted that in terms of Settlement Deed the Petitioners will sell their entire shareholding in the Company and relinquish all rights to all its shares in the Company in favour of Respondent No.2 or its nominees to enable the Respondent No.2, its nominees, if any and their affiliates to together hold the entire issued share capital of the Company. 12.2 It is submitted that the Sale Shares of the Petitioners viz., (i) 19,289 Ordinary Equity Shares and 49 class A Equity Shares owned by Petitioner No. 1; (ii) 11,783 Ordinary owned by Petitioner No. 2 and (iii) 911 Ordinary Equity Shares owned by Petitioner No. 3 are proposed to be transferred to Respondent No. 2 or its nominee as per the Settlement Deed. The aforementioned shares that are proposed to be sold shall be referred to as the "Sale Shares". 12.3 It is submitted in consideration of the proposed transfer of all the shares held by the Petitioners to the Respondent No.2 or its nominees and in view of the settlement of the Pending Litigations and disputes, the Company and Respondent No.2 jointly and severally agree that the Petitioners shall be paid a consideration of Rs. 9,00,00,000/- (Rupee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Respondent No. 1 or against Respondent Nos. 2 to 5. 12.10 It is submitted that the parties have agreed under the Settlement Deed, that on and from the Effective Date, the Investment Agreement viz., Shares Subscription cum Share Purchase Agreement dated March 24, 2012, ("SSSPA") and the Shareholders agreement ("SHA") dated 24th March, 2012 shall subject to the qualification made herein, stand cancelled and shall no longer be binding or enforceable against the Parties, and the Company and Respondent No.2 will be free to amend the Articles of Association of the Company to capture the revised rights and obligations pursuant to the Settlement Deed. However, the tax indemnities, 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 matters pertaining to the Adiga Entities (as defined in the SSSPA) and for the period's stated in the Investment Agreements. 12.11 On and from the Effective Date, each of the Petitioners (for themselves and, their directors, shareholders, heirs, executors, administrators ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ry to: a. Convene and hold one or more Board meetings of the Company inter alia to; i. Ratify the execution of the Settlement Deed. ii. Accept and approve the letters of resignation of Mr. Vasudeva Adiga and Parameshwara Adiga from their Directorship, effective from the Effective Date and file the necessary Forms to ROC (Respondent No.6); iii. Convene and hold EGM of the Company at shorter notice to amend the Articles of Association of the Company to inter alia provide for deletion of special articles thereto and make other required modifications as may be deemed necessary; iv. To convert, if required, the CCPS into any other security as may be decided by the Board; v. Record the transfer of Sale Shares from the Petitioners to Respondent No.2 or its nominee as per law; vi. To consider and approve any other matters as may be deemed necessary or required. b. Convene and hold an EGM of the Company inter alia to amend the Articles of Association of the Company to inter alia provide for deletion of Special Articles thereto and make other required modifications as may be deemed necessary and such other matters as may be deemed necessary or required; c. File all required ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (either directly or indirectly) start any new restaurants or outlets in any capacity either in the food and beverages business of catering business for a period of one year from the Effective Date. 13.4 It is submitted that for a period of up to one year from the Effective Date, the petitioners shall not induce or attempt to induce any supplier of the Company to cease to supply, or to restrict or vary the terms of supply to, any of them or induce, or poach or attempt to induce, any employee of the company to leave the employment of that Company. 13.5 It is submitted that no modification or amendment to the Settlement Deed and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duty executed by all the petitioners and all the Respondents. 13.6 It is submitted that the Petitioners and Respondents acknowledge that the Settlement Deed is executed voluntarily and without any duress or undue influence on the part or behalf of any of the Parties hereto, with the full intent of releasing all disputes as per the terms of the Settlement Deed. 13.7 It is submitted that the Petitioners and Respondents acknowledge that, they have each rece ..... 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