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Mr. K.N. Vasudeva Adiga & ORS Versus Vasudeva Adigas Fast Food Private Limited & ORS

2017 (10) TMI 570 - NATIONAL COMPANY LAW TRIBUNAL, BENGALURU

Compromise Petition - Held that:- Each party as Petitioner and Respondent out of their own free will have the authority and capacity to enter into the Compromise and execute the Settlement Deed and perform their respective obligations under the Settlement Deed and the same would be binding and enforceable against such person under all applicable laws; and that each of the Petitioners and Respondents has full power and authority to grant the releases to the other as contemplated in the Settlement .....

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Honourable Tribunal may on an application filed by either the Petitioners or Respondent or the Company institute an execution proceeding to enforce the consent order passed pursuant to this Compromise Petition. - The parties in person informed the Tribunal that they are accepting the terms of the compromise and that they have signed in the compromise settlement noting the contents. The Compromise is recorded. - The petition is disposed of in terms of compromise settlement and the terms .....

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inally filed before the Company Law Board, Southern Region, Chennai. Consequent Upon the establishment of National Company Law Tribunal Bench at Bengaluru, the said case was transferred to this Tribunal on abolition of Company Law Board, Southern Region, Chennai Bench and it was taken on file and numbered as T.P.55/2016. The Counsel for the petitioners and respondents have filed compromise petition today before this bench seeking leave of this Tribunal to pass order in terms of the Compromise Pe .....

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ted that the Sale Shares of the Petitioners viz., (i) 19,289 Ordinary Equity Shares and 49 class A Equity Shares owned by Petitioner No. 1; (ii) 11,783 Ordinary owned by Petitioner No. 2 and (iii) 911 Ordinary Equity Shares owned by Petitioner No. 3 are proposed to be transferred to Respondent No. 2 or its nominee as per the Settlement Deed. The aforementioned shares that are proposed to be sold shall be referred to as the Sale Shares . 12.3 It is submitted in consideration of the proposed trans .....

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49 class A Equity Shares; (b) ₹ 3,31,14,851/- to Petitioner No. 2 towards sale of 11,783 Ordinary Equity shares; and (c) ₹ 25,60,268/- to Petitioner No.3 towards sale of 911 Ordinary Equity Shares. 12.4 It is submitted that each Petitioner shall, simultaneously on wire transfer, handover to Respondent No.2, his/her respective share certificates and the duly stamped and signed share transfer forms in respect of the Sale Shares. Further, the Petitioners shall get the FC-TRS form (duly .....

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he Sale Shares. 12.5 It is submitted that the Effective Date as per the Settlement Deed would be the date on which the Honourable Tribunal passes an order accepting the terms of the Settlement Deed and disposes of the above Transfer Petition. 12.6 It is submitted that Mr. Vasudeva Adiga and Mr. Parameshwar Adiga will cease to the Directors or officers of the Company in terms of Settlement Deed from the Effective Date. 12.7 It is submitted that the Petitioners as officers of the Company assure Re .....

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submitted that the Petitioners declare that on and from the receipt of the amount as per the Settlement Deed, they shall not have or make any Claims on or in relation to any of the assets/revenues of Respondent No. 1 or against Respondent Nos. 2 to 5. 12.10 It is submitted that the parties have agreed under the Settlement Deed, that on and from the Effective Date, the Investment Agreement viz., Shares Subscription cum Share Purchase Agreement dated March 24, 2012, ( SSSPA ) and the Shareholders .....

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and effect even after the Effective Date. It is submitted that the said indemnities, representation and warranties refer to matters pertaining to the Adiga Entities (as defined in the SSSPA) and for the period s stated in the Investment Agreements. 12.11 On and from the Effective Date, each of the Petitioners (for themselves and, their directors, shareholders, heirs, executors, administrators, successors, legal representatives and permitted assigns), in consideration of the mutual releases, her .....

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s or (ii) the Petitioners holding any shares of the Company. 12.12 It is submitted that on and from the Effective Date, the Respondent No.2, for themselves and their nominees, shareholders, directors, employees, successors and assigns, in consideration of the mutual release and subject to the terms of the Settlement Deed unconditionally, irrevocably and forever releases and discharge the Petitioners from any and all Claims arising out of any matter, cause, fact, thing, act or omission whatsoever .....

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any matter pertaining to the Adigas Entities and for the period/s stated in the Investment Agreements. 12.13 It is submitted that the term Claims used in this petition shall mean any or all claims, demands, damages, liabilities, obligations, costs, expenses, actions and cause of action of every kind and nature whatsoever, whether direct or derivative, known or unknown or suspected or unsuspected. 12.14 It is submitted that the term Pending Litigations shall mean the litigations instituted or fil .....

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meshwara Adiga from their Directorship, effective from the Effective Date and file the necessary Forms to ROC (Respondent No.6); iii. Convene and hold EGM of the Company at shorter notice to amend the Articles of Association of the Company to inter alia provide for deletion of special articles thereto and make other required modifications as may be deemed necessary; iv. To convert, if required, the CCPS into any other security as may be decided by the Board; v. Record the transfer of Sale Shares .....

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before the Registrar of Companies (ROC) and Reserve Bank of India (RBI) including filling of the Order as may be passed by the NCLT along with a copy of the Settlement Deed with the ROC, including filling of DIR 12 in respect of the resignation of Petitioner No. 1 and Petitioner No. 3 hereto and filing of the FC-TRS with the competent authority for transfer of shares from the Petitioners (resident) to Respondent No.2 (non-resident). d. Take such other actions as may be required to give effect to .....

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espondent No. 2 be and are hereby authorised to receive the notice for and to appoint a representative/proxy/alternate to attend and vote at such meetings on behalf of the Petitioners Directors in any manner that they deem fit. 13. Additional Covenants: 13.1 It is submitted that the Petitioners represent that title to the Sale Shares is absolute, clear, valid, marketable and free of all encumbrances. Further, the Petitioners have not entered into or arrived at any agreement or arrangement writte .....

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nt for all losses suffered by way of damages. 13.2 It is submitted that Petitioner No. 1 shall have an informal role as an honorary consultant advising the Board of the Company on strategic issue as and when required by the Company till 30th June 2018. 13.3 It is submitted that the Petitioners covenant with the Company and Respondent No. 2 that they shall not (either directly or indirectly) start any new restaurants or outlets in any capacity either in the food and beverages business of catering .....

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aiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duty executed by all the petitioners and all the Respondents. 13.6 It is submitted that the Petitioners and Respondents acknowledge that the Settlement Deed is executed voluntarily and without any duress or undue influence on the part or behalf of any of the Parties hereto, with the full intent of releasing all disputes as per the terms of the Settlement Deed. 13.7 It is submitted that the Petitio .....

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greements, deeds and understandings (whether written or oral) between the Petitioners and Respondents, subject to the exclusions make in the Settlement Deed. 13.9 The Petitioners and Respondents unanimously agree that the Compromise shall be binding on them. In the event of any dispute between the Petitioners and Respondents concerning the Settlement Deed the Court of Bengaluru shall have the exclusive jurisdiction to adjudicate the dispute under the laws of India. 13.10 It is submitted that the .....

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