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TMI Blog2020 (11) TMI 358X X X X Extracts X X X X X X X X Extracts X X X X ..... icants is not relevant to this case and the Applicants cannot refuse to perform their obligations under the Memorandum of Settlement seeking refuge under the same. There is a breach of undertaking between the parties. The TCP/25/KOB/2019 was disposed of on certain agreements between the parties. Applicants herein cannot absolve from the responsibility in making the payments to the Respondents, as believing the undertaking in the Memorandum of Settlement the Respondents had undertaken Financial Commitments with others. Considering the pandemic situation, in order to avoid litigation, the Respondents have already accepted the request of the Applicants for extension of time till 15.08.2020. However, without carrying out their obligation as per the Order dated 17.02.2020 in TCP/25/KOB/2019, they have come forward with the present Application seeking time from 31.12.2020. The applicants shall make the requisite payments to both Respondents - application disposed off. - MA/116 /KOB/2020 In TCP/25/KOB/2019 - - - Dated:- 4-11-2020 - Hon ble Shri Ashok Kumar Borah , Member ( Judicial ) For the Petitioners : Shri Bijoy Prabhakaran Pulipra , PCS For the Respondents : Smt. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent. c. It is further stated that in case of any financial liability that may fall upon the Company on account of the non-compliances during the period when the Applicants were wholetime Directors, it shall be proportionately shared among the members of the Board as on the date of non-compliance, in proportion to their shareholding after exhausting legal remedies. d. As agreed between the parties, this settlement memo was filed and prayed to close this Company Petition. e. The Prayer is allowed. Accordingly, TCP/25/KOB/2019 is disposed of. No costs. 3. The Applicants submitted that due to the Government Order for national lockdown resulted in complete stoppage of the work in the Company, the Applicants have permanently shut down its Bangalore Office on facing severe financial crunch. The Applicants stated in the application that against the transfer of shares in the Memorandum of Settlement they could make the payment from their salaries drawn from the Company. Due to unprecedented collapse in the operations of the Applicants Company confronted with the outbreak of pandemic, the Applicants were facing severe financial crisis and thereby found it extremely diffi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 31.12.2021 3335 331 ₹ 3,68,072 ₹ 3,67,741 ₹ 3,68,072 ₹ 11,03,885 Total 8333 ₹ 27,58,223 REVISED SCHEDULE OF PAYMENT TO 2ND RESPONDENT (Aju Thomas) Sl..N o Cheque Dates Total no of shares to be transferred to the respective respondent s Per share value in Rupees Mithun Gopal (amount in Rupees) Pratish Vijay (amount in Rupees) Prabhu Chandra Mohan (amount in Rupees) Total considera tion (in Rupees) 1 31.12.2020 2500 331 Rs. 2,75,723 Rs. 2,76,054 Rs. 2,75,723 Rs. 8,27,500 2 30.06.2021 2500 331 Rs. 2,76,054 Rs. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... m that the same has been issued in the limited context of disruption of supply chains, and contractual breach occurring therefrom. The Memorandum of Settlement is undoubtedly neither a procurement contract nor any such class of contract where a 'disruption of the supply chains' would result in a breach of the contract between the parties. It is merely a settlement agreement under which the Respondents herein have withdrawn pending legal proceedings against the Applicants and the Applicants have undertaken the reciprocal obligation of purchasing the shares of the Company held by the Respondents at the rate and within the time frame as agreed under the Memorandum of Settlement. Therefore, the Office Order sought to be relied upon by the Applicants is not relevant to this case and the Applicants cannot refuse to perform their obligations under the Memorandum of Settlement seeking refuge under the same. 10. The Respondent No.1 has been affected by the current state of market owing to the pandemic and he has undertaken financial commitments relying on the terms agreed between the Applicants and the Respondents under the Memorandum of Settlement. In spite of the same, the Resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Total consideration (in Rupees) 1 30.11.2020 2501 331 ₹ 2,75,723 ₹ 2,76,054 ₹ 2,76,054 ₹ 8,27,831 2 31.12.2020 2499 331 ₹ 2,75,723 ₹ 2,75,723 ₹ 2,75,723 ₹ 8,27,169 3 31.03.2021 3335 331 ₹ 3,68,072 ₹ 3,67,741 ₹ 3,68,072 ₹ 11,03,885 Total 8333 ₹ 27,58,223 2ND RESPONDENT Sl..No Cheque Dates Total no of shares to be transferred to the respective respondents Per share value in Rupees Mithun Gopal (amount in Rupees) Pratis ..... X X X X Extracts X X X X X X X X Extracts X X X X
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