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2017 (9) TMI 1609 - Tri - Companies LawLocus-standi of the petitioner - they are neither shareholders nor members of the Respondent No. 1 company - breach of conditions of the MOU between the petitioner and respondents - False information filed through a fictitious AOC-4 and MGT-7 with the ROC without the approval of the Board of Directors and the shareholders of the Company - Held that:- A serious question is raised by the respondents that the first petitioner is no longer a shareholder as the shares are reverted back by operation of Clause 7 (a) of MOU and that the petitioners No.2 a 3 ceased to be the Directors, as no resolution is passed by AGM confirming their appointment as Directors. The Respondents have raised a serious objection that the petitioners have nothing to do with the management and that they have no right to seek any interim relief. As already stated, the respondents have also filed a separate application under Arbitration and Reconciliation Act to refer the dispute to the Arbitrator and it is still pending. The respondents are questioning the maintainability of the petition by the petitioners on the ground that the first petitioner ceased to be the shareholder and the petitioners No.2 and 3 are not the Directors. Therefore, in the light of these contentions and further the first petitioner has failed to adhere to the payment schedule, it is not possible to grant interim relief in favour of the petitioners as prayed. The first petitioner is yet to establish its rights over the shares said to have been transferred in the light of Clause 7(a) of the MOU and also in the light of undertaking letter executed by the first petitioner marked as Annexure- R/1 to the objections. The petitioners' main document Annexure-A/8 contemplates entering into agreements. MOU is not a final document. The parties have to enter into definite agreements basing on the compliance of the provisions of MOU. Therefore, MOU itself is not a sole document to create rights in favour of the parties. It should be followed by definite agreements. The last paragraph of MOU is as follows: "The execution of this MOU is intended to constitute a binding obligation on both the parties. This MOU is intended to outline the various points to be included in the definitive agreements. To give effect to the spirit of this MOU, the parties agree to enter into the definitive agreements." In the light of the above discussions, the petitioners cannot be granted interim relief as prayed for.
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