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TMI Blog2024 (12) TMI 848X X X X Extracts X X X X X X X X Extracts X X X X ..... , 2013 in a proceedings which was otherwise drawn under Sections 397, 398, 402 403 of the Companies Act, to be read with Regulation 14 of CLB Regulations of 1991. HELD THAT:- The directions given in the Impugned Order only intends to meet the terms of Settlement of Sub Clause (d) of Para 5 of the Settlement is absolutely a mis-normer for the reason being that the power of Mr. R.P. Trivikram, was not a power which was enshrined to him in relation to the affairs contemplated under Sub Clause (d) of Para 5 of the Settlement of 14.06.2017 - the powers conferred by the directions given in Sub-para 1 of Para 11 of the Impugned Order runs contrary to the spirit of the Order of 07.08.2018, which was only limited to confirming the Settlement of 14.06.2017 particularly when, the Settlement or the Order of 07.08.2018 is not in dispute nor under challenge before any Superior Forum. The directions issued in Sub-para 1 of Para 11 of the Impugned Order since being contrary to the earlier Order of 07.08.2018, is not maintainable particularly, when the same has been obtained by way of filing of a Miscellaneous Application in a Company Petition which has already been decided, especially when the cas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with Regulation 14 of CLB Regulations of 1991. 4. It happens so that a proceedings by way of Company Petition No. 13 / 2016, stood instituted by as many as three Applicants, as against the Respondent under the aforesaid provisions of the Act, 1956, but, during the intervening period, the compromise was entered into between the parties and as a consequence thereto a Settlement was arrived at in writing, between the parties alleged to be under Order XXIII Rule 3 of the C.P.C., to be read with NCLT Rules of 2016. 5. In the terms of compromise which was placed in the Company Petition No. 13 / 2016, the parties have jointly, under Joint Compromise Petition duly signed by all the parties have resolved the dispute in the following manner: (a) All the Petitioners do hereby authorize Petitioner No. 1, Mr. R.P. Trivikram, to represent their interests in negotiations with the Respondents. It is agreed that all acts of Mr. R.P. Trivikram shall be binding on all the Petitioners as if they were personally acted out by each individual Petitioner. (b) The Petitioners and Respondents do hereby agree and confirm that the 1st Respondent Company s properties, as described and detailed in the Schedule ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n this compromise, the CP No. 13 / 2016 was decided by the NCLT, Bengaluru by Order of 07.08.2018. Consequentially, the compromise thus entered into on 14.06.2017, was unanimously affirmed and the learned Adjudicating Authority disposed of the CP No. 13 / 2016 in the following manner: 11. In view of the above facts of the case, the Company Petition bearing C.P. No. 13 / 2016 (T.P No. 84 / 2016) is disposed of with the following directions: a) We hereby declared that the Joint Compromise Petition dated 14/06/2017 is legally valid and binding on all the parties; b) We hereby appointed Shri B.N. Harish, Retired Regional Director, Ministry of Corporate Affairs, No. 18, Shuklam, I Main, I Avenue, Near ICICI Bank, Shub Enclave, Harlur Road via Sarjapur Road, Bangalore 560017 as Executor / Observer to execute the terms and conditions of the Joint Compromise Petition dated 14.06.2017; c) The Executor is directed to assess the financial requirements of the Company, and also for implementation of the terms and conditions contained in the Joint Compromise Petition. Accordingly the Executor can submit to the Company for release of necessary funds and the Company is directed to take appropriate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that when the compromise was in relation to the property, given in the Schedule, the expanse of involvement which has been vested with Mr. R.P. Trivikram, based on the compromise, would be limited to (a) sale negotiations and (b) transactions for sale and that too, limited to the Schedule Property and nothing beyond it. 13. It chanced so, that when the Order was rendered by the learned NCLT, Clause (e) was added, wherein it reserved the liberty for the Executor / Observer i.e. Mr. B.N. Harish to file a Miscellaneous Application, if any, seeking directions from the Tribunal to implement the terms and conditions of the Joint Compromise. 14. It would be apt to clarify at this point that, the right to file an application or a liberty reserved was for the parties which included the Executor / Observer. 15. What is being argued by the learned counsel for the Respondent while interpreting the contents of Clause (e) of the Order dated 07.08.2018, is as if, the powers reserved to file a Miscellaneous Application, would be wide enough to grant the liberty to the parties which will be inclusive of Mr. R.P. Trivikram to file a Miscellaneous Application for any direction from the Tribunal. 16. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he present Executor as a Joint Authorized Signatory of the Bank Accounts including the `Escrow Account as detailed in the relief sought in IA No. 227 / 2019, which was not envisaged in the Settlement. 20. In fact, the Interlocutory Application thus preferred on 07.05.2019 cannot be argued to be within the ambit of the rights reserved for filing the Miscellaneous Application by the Order of 07.08.2018, as provided in its Para 9 (e), as the relief sought for under the garb of liberty to file an Application was much beyond the terms of the compromise itself, where the liberty for filing of an Application was to be limited to the confirmation of the sale negotiations and transactions for the sale of the Schedule Property. 21. The modulation of relief in the application thus preferred, in fact, had a direct bearing as if, the Respondent No. 1 who otherwise stood ousted from being the Managing Director, as back as in 2015, with an approval granted by the Registrar of Companies, is being sought to be placed again in the helm of the affairs of the Company in pursuance to the Impugned Order which has been rendered by the learned NCLT. 22. The learned counsel for the Appellant has only expre ..... X X X X Extracts X X X X X X X X Extracts X X X X
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