TMI Blog2014 (5) TMI 749X X X X Extracts X X X X X X X X Extracts X X X X ..... of the opinion that more appropriate orders would be to direct the parties to maintain status quo in the meantime, during the pendency of the aforesaid company petition before the CLB. However, we make it clear that if any exigency arises necessitating some interim orders, it would be open to the parties to approach the CLB for appropriate directions - Decided against appellant. - SLP (CRIMINAL) NO. 6873 OF 2010 with SLP(C)No. 23796-23798/2010 - - - Dated:- 8-5-2014 - Surinder Singh Nijjar and A.K. Sikri, JJ. JUDGMENT A.K. Sikri, J 1. A spate of litigation between the two groups depicts a severe fight between them where settlement appears to be a distant dream, at least as of now, with tough positions taken and on each and every facet/ nuance of the disputes, they have joined issues. However, we are happy to find consensual approach on one aspect at least viz. the future course of action that needs to be adopted in these matters which have landed in this Court (albeit against interim orders) as the proceedings are still pending at different levels either in the Company Law Board or in the High Court. This much positive stance, aimed at cutting the corners and ed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Bakshi Group was to pump in the necessary finances and to take charge of administration by managing the entire project. MRL was the special purpose vehicle for the execution of the project. The MOU envisaged transfer of shareholding in MRL by Khosla Group to Vikram Bakshi on certain demands made by the latter to the former. 4. Pursuant to the MOU dated 23.12.2005, Mr. Vinod Surah and Mr. Wadia Prakash (nominees of Mr. Vikram bakshi) were appointed as Additional Directors of MRL. An agreement dated 31.3.2006 was entered, for executing the proposed project, between the respondent, Ms. Sonia Khosla, wife of Mr. Deepak Khosla, Mr. R.P. Khosla, MRL and Mr. Vikram Bakshi. The agreement recorded that 51% shareholding in the company had been transferred to Mr. Vikram Bakshi. The said agreement, inter alia, provided that: (a) Land for the project shall be purchased in the name of MRL. (b) The responsibility of development of lands, managing the project and arranging finances would be that of Mr. Vikram Bakshi. (c) Khosla's would be paid a total consideration of Rs. 6.44 crores on completion of different milestones of which an amount of R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Company Law Board (CLB) passed orders dated 31.1.2008 directing the maintenance of status quo with regard to the shareholding and the Directors of the Company as it existed on the date of the filing of the petition i.e. 13.8.2007. Observations were made in this order that the respondent-Sonia Khosla had tried to overreach the CLB by changing it composition and to increase the share capital of the Company. 9. Aggrieved by this order of the CLB, Mr. R.P. Khosla filed the appeal in the High Court of Delhi. However, he sought permission to withdraw the appeal. On 11.4.2008, noticing that the parties had agreed that C.P. No. 114/2007 is to be withdrawn and the status quo as on the date of filing of the said petition would be maintained, the said C.P. was dismissed as withdrawn. Sonia Khosla had also filed appeal against the same very order dated 31.1.2008 of the CLB. This was also dismissed by the High Court on 22.4.2008, albiet on merits. Both Mr. R.P. Khosla as well as Sonia Khosla filed Review Petitions seeking review of orders dated 11.4.2008 and 22.4.2008 respectively. These Review Petitions were also dismissed on 6.5.2008. 10. As the things stood at that stage, the effect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d meeting held on 14.12.2007 also felt aggrieved by the order of the CLB. The effect of the status quo ante order was that he could not be treated as the Director of the Company during the subsistence of the said order. Mr. R.K. Garg challenged this order by filing a writ petition in the High Court of Delhi on 26.2.2008. In that writ petition orders of status quo were passed on 7.4.2008 However, on 9.4.2009, Mr. R.K. Garg (Respondent No. 1 herein) withdrew this petition as alternate remedy of filing appeal against the impugned order of the CLB is provided under Section 10 F of the Companies Act. After withdrewing the writ petition the Respondent No. 1 filed Co. Appeal No. (SB) 23 of 2009. In this appeal the company judge of the High Court has passed orders dated 13.4.2010 issuing notice in the said appeal, in the application for condonation of delay as well as in the stay application. Simultaneously, the High Court has also stayed the operation of the orders dated 31.1.2008 passed by CLB in so far as it has cancelled the shareholding and Directorship of Respondent No. 1. The instant present Special Leave Petition impugns the aforesaid order dated 13.4.2010 passed by the High Court, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd via such a mechanism where the relationship between individual goes on in a healthy manner. Warren Burger, once said: The obligation of the legal profession is to serve as healers of human conflict (we) should provide mechanisms that can produce an acceptable result in shortest possible time, with the least possible expense and with a minimum of stress on the participants. That is what justice is all about. MEDIATION is one such mechanism which has been statutorily brought into place in our Justice System. It is one of the methods of Alternative Dispute Resolution and resolves the dispute in a way that is private, fast and economical. It is a process in which a neutral intervener assists two or more negotiating parties to identify matters of concern, develop a better understanding of their situation, and based upon that improved understanding, develop mutually acceptable proposals to resolve those concerns. It embraces the philosophy of democratic decision-making [Alfin, et al., Mediation theory Practice, (2nd Ed. 2006) Lexis Nexis. 16. Thus, mediation being a form of Alternative Dispute Resolution is a shift from adversarial litigation. When the parti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vanced in the article is that legal norms often diverge quite dramatically from our notion of fairness and the notion of fairness of many disputants. Legal rules, in Stulberg's vision, are ill-equipped to do justice because of their rigidity and inflexibility. Professors Lela Love andJonathan M. Hyman argue that mediation is successful because it provides a model for future collaboration. The authors state that the process of mediation entails the lesson that when people are put together in the same room and made to understand each other's goals, they will together reach a fair resolution. They cite Abraham Lincoln's inaugural address which proposed that in a democracy, 'a patient confidence in the ultimate justice of the people' to do justice among themselves . . . is a pillar of our social order. Professor Carrie Menkel-Meadow presents a related point of view in making the case that settlement has a political and ethical economy of its own and writes: Justice, it is often claimed, emerges only when lawyers and their clients argue over its meaning, and, in turn, some authoritative figure or body pronounces on its meaning, such as in the cano ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 6873 of 2010 made a fervent plea before this Court to invoke the provisions of Article 142 of the Constitution and put an end to the entire litigation between the parties pending in various courts by putting the parties to such terms, which this court finds to be equitable for both the parties. On behalf of Bakshi Group he also gave the offer to surrender/give 50% of land to the Khosla Group and also an amount of Rs. 6.40 Crores, He even submitted that if this Court finds the said amount to be inadequate the Court would be empowered to fix higher amount. However, that was not acceptable to the other side as according to them not only they are entitled to get the entire land which belongs to them but the amount of compensation which Bakshi Group is liable to pay to them would be many times more than the amount offered. Lest we be misunderstood, we are not blaming either side. We have indicated this, just to give a hint of the magnitude of imbroglio that has occurred between the parties. At the same time, as there are many cases of different nature pending in different courts it is not possible to exercise powers under Article 142 of the Constitution and to resolve all those case ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under Section 340 Cr. PC filed by Ms. Sonia Khosla in the CLB, High Court need not proceed further with the Criminal Misc. (Co.). No. 3 of 2008. Likewise the question whether Mr. R.K. Garg was validly inducted as a Director or not would be gone into by the CLB, the proceedings in Co. Appeal No. (SB) 23 of 2009 filed by Mr. R.K. Garg in the High Court, also become otiose. 22. The only aspect on which some directions need to be given are, as to what should be the interim arrangement. The Bakshi Group wants orders dated 31.1.2008 passed by CLB to continue the interregnum. The Khosla Group on the other hand refers to orders dated 11.4.2008 as it is their submission that this was a consent order passed by the High Court after the orders of the CLB and, therefore, this order should govern the field in the meantime.. 23. After considering the matter, we are of the opinion that it is not necessary to either enforce orders dated 31.1.2008 passed by the CLB or orders dated 11.4.2008 passed by the High Court. Fact remains that there has been a complete deadlock, as far as affairs of the Company are concerned. The project has not taken off. It is almost dead at present. Unless the partie ..... X X X X Extracts X X X X X X X X Extracts X X X X
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