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TMI Blog2021 (1) TMI 190X X X X Extracts X X X X X X X X Extracts X X X X ..... nts : Ms. Telma Raju Anil D Nair, Advocates ORDER Since both Company Petitions are interconnected, they are disposed by this common order. 2. CP/24/KOB/2020 has been filed against M/s Malayalam Motors Pvt./Ltd. and others and CP/29/KOB/2020 has been filed against M/s Malayalam Vehicles India Private Limited and others by Shri FM Shamier Marickar, who is a shareholder and erstwhile director of the above two companies. The petitions have been filed under Section 59, 241 242 of the Companies Act, 2013. 3. In both the cases notices have been issued to the Respondents and they entered appearance through the learned advocates. The reply statement and rejoinder has also been filed in both cases and the pleadings are complete. 4. However, when the matter was taken up for hearing, the learned counsel for both parties brought to the notice of this Tribunal that the petitioners have filed a withdrawal/settlement memo on 15th December, 2020, stating that the petitioners and 2nd respondent who are the only shareholders of the 1st respondent company have now entered into a settlement to settle all disputes between them vide a Memorandum of Understanding dated 14th December, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nisation takeover of companies - Notwithstanding anything contained in this MoU or any other agreement, arrangement or understanding between the Parties, there shall be a reorganisation, in such manner and within such timelines as is provided hereunder, of the shareholding, management and continuation of business of the companies whereby the First Party and his nominee(s) shall acquire and hold 100% of the paid up share capital of MMPL and MMIPL and the Second Party and his nominee(s) shall acquire and hold/100of the paid up share capital of MVIPL, MFBPL and KPPL so that each Party and their nominee(s) shall control, manage and carry on business(es) of their respective companies as assigned above without any obstacles, hindrance or interference by the other Party or persons acting under them. The reorganisation as aforesaid is of the essence of this MoU and may be comprehensively covered and supplemented in any agreement that may be subsequently entered into by and between the Parties and their nominee(s) to give effect to this MoU. The detailed step plan for the re- organisation will be as specified in Schedule A. 2. Transition takeover In line with clause 1 above and sub ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n case of any difference highlighted in the figures and his decision shall be binding on both parties (B) Settlement - The financial settlement relating to the above debts, financial facilities and arrangements concerning the companies shall be undertaken and completed in the following manner (i) The First Party shall, within 15 months from the execution date, repay in full either on his own account or through the account of a person/ affiliate/ company, towards discharge of the debt owed to MVIPL and MFBPL by the entities and persons as above totalling to ₹ 524.87 lakhs subject to clause 3(A ii) above. To secure the repayment and inspire confidence thereof in the Second Party, the First Party shall at his cost and expense, arrange for the sale, transfer and conveyance through a valid and proper sale deed to be registered in the name of MVIPL on the execution date of this MOU and not beyond, of immovable properties in his possession having an extent of 15.98 Ares in Sy No.592/2 (Re.Sy. No. 379/15) of Vazhakkala Village together with all improvements etc. thereon more fully and particularly described in Schedule B hereto. The second party shall have the absolute owne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y for the excess value of collateral provided in Schedule B. (vi) The First Party shall, within a period of 60 days from the execution date, secure the full and unconditional release cancellation of personal guarantees of the Second Party and his wife, Mrs. Molly G, given to various banks for obtaining financial facilities for MMPL. Similarly, the Second Party shall, within a period of 60 days from the execution date, secure the full and unconditional release / cancellation of personal guarantees of the First Party and his brother, Mr. Sajid Marickar, Mrs. Premin Marickar, given to various banks for obtaining loan facilities for MVIPL, MFBPL and KPPL and also release the charge on the property of the First party for the bank Guarantee of 50 lakhs taken for MFBPL from Indian Bank, Ernakulam Bench. (vii) The Second Party shall return the Skoda Kodiaq car bearing No.KL01 CL 3000 registered in the name of MMPL to the First Party on the date of signing of this agreement. Any company assets of MVIPL, MFBPL and KPPL in the possession of First party shall be returned to MVIPL, and any company assets of MMPL and MMIPL in the possession of the Second Party shall be returned to MMP ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... publication of any comment, post or statement or issue any press release or otherwise provide information to any third party/ media. 7. The Parties represent and agree this MoU contains the whole and entire agreement and understanding between these Parties and that no promise, inducement or agreement other than that expressed herein has been made between them. This MoU is fully integrated, supersedes all prior agreements both oral and written and understanding, including but not limited to any other agreement between these Parties 8. This shall constitute the full and final settlement of all disputes forming the subject matter of and agitated in C.P. No. 24/KOB/2020 and C.P No. 29/KOB/2020 filed before the Hon'ble National Company Law Tribunal, Kochi Bench and neither Party shall Institute precipitate, prosecute or pursue any legal proceedings with respect to or arising from the same subject matter. Each party shall bear their own costs expenses and legal fees incurred in and arising from the above-mentioned company petitions. 9. The present Agreement is signed by both the Parties under their own will and desire without any force, threat or coercion and the sam ..... X X X X Extracts X X X X X X X X Extracts X X X X
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