TMI Blog2021 (5) TMI 707X X X X Extracts X X X X X X X X Extracts X X X X ..... o. 279/JPR/2019 and IA No. 316/JPR/2020 in CP No. 11/JPR/2018 1. The instant Applications bearing IA No. 316/JPR/2020 in CP No. 11/JPR/2018 and IA No. 315/JPR/2020 in CP No. 279/JPR/2019 are being disposed of by this common order together with the related petitions. The parties in the abovementioned matters have filed cross Company Petitions and are arrayed on opposite sides in respect of the same Respondent No. 1 Company, Axestrack Software Solutions Pvt. Ltd. The position of the parties in both the matters is tabulated as under: 2. IA No. 316/JPR/2020 in CP No. 11/JPR/2018 seeks following reliefs: (i) Decree the Settlement Agreement dated January 20, 2020; (ii) Grant liberty to the Petitioners to withdraw the Company Petition No. 11/JPR/2018 in terms of settlement arrived at between the parties; (iii) In view of Clause 2.1 of the Settlement Agreement, grant waiver/exemption to the Petitioners and the Respondent No. 1 Company from penalty(ies) qua inadvertent violations committed in the shares allotments as mentioned under Para 5 and do all that necessary pursuant to the said allotments being null and void including but not limited to allowing rectificatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e consented to withdraw their objections qua alleged wrongful share allotments and Petitioner No. 1 2 and Respondent No. 4 have also consented to withdraw their objections qua alleged irregular appointment as Directors made in the Respondent No. 1 Company. 7. As per the instant Application in CP 1, the Respondents in the present matter have stated that there has been inadvertent contravention of certain provisions of the Act qua allotment of shares to the parties in Respondent No. 1 Company. The relevant filing with the Registrar of Companies qua aforesaid share allotments have already been placed on record by way of CP 2 as Annexure-P2 (Colly). 8. It is stated in the instant Application that the Respondent No. 1 Company took cognizance of the aforesaid illegal share allotments and declared these allotments void ab-initio in the board meeting held on 30.07.2018. However, this Tribunal had granted status quo ante vide order dated 09.08.2018, in relation to directorship and shareholding of Respondent No. 1 Company as it existed prior to 30.07.2018, and had stayed the resolutions passed in the said board meeting for setting aside the wrongful share allotments. 9. The above- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 15.02.2020 in accordance with law. 14. In clause 2.2 of the Agreement the Petitioners No. 1 2 have also withdrawn their objections qua their removal from Directorship of Respondent No. 1 Company in the Board Meeting dated 30.07.2018 and hence at present the Board of Directors of Respondent No. 1 Company consists of 2 Directors only i.e., Mrs. Priya Choudhary and Mr. Rahul Yadav (Respondent No. 2 4). 15. The instant application has been filed in the backdrop of Sections 241 - 242 of the Act read with Rule 11 82 of the NCLT Rules, which are as under- 11. Inherent Powers - Nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the Tribunal to make such orders as may be necessary for meeting the ends of justice or to prevent abuse of the process of the Tribunal. 82. Withdrawal of Application fled under section 241 (1) An application under clause (a) or clause (b) of sub-section (1) of section 241 of the Act, shall not be withdrawn without the leave of the Tribunal. (2) An Application for withdrawal under sub-rule (1) shall be filed in the Form NCLT-9. Rule 11 of the NCLT Rules supplements extensive powers of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nferred on the court to make such orders as it thinks fit if it comes to the conclusion that the affairs of a company are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members and that to wind up the company would unfairly prejudice such member or members but that otherwise the facts would justify the making of a winding-up order on the ground that it was just and equitable that the company should be wound up with a view to bringing to an end the matters complained of. Similarly, under section 398 read with section 402 power has been conferred upon the court to make such orders as it thinks fit if it comes to the conclusion that the affairs of the company are being conducted in a manner prejudicial to public interest or in a manner prejudicial to the interests of the company or that a material change has taken place in the management or control of the company by reason of which it is likely that the affairs of the company will be conducted in a manner prejudicial to public interest or in a manner prejudicial to the interests of the company, with a view to bringing to an end or preventing the matters complained of or appr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ated without doubt that this Tribunal has ample powers while dealing with applications filed under Section 241-242 for the purpose of safeguarding the interests of the company and its shareholders and the public in general. Such powers encompass passing of orders that may include exemption or waiver of certain parameters of the Act for larger interests. 22. The instant application is an apt case for exercise of powers in order to bring a quietus to the issues inter-se the parties and for overall interests. 1A No. 315/JPR/2020 in CP No. 279/JPR/2019 is a congruent application, similarly arising out of the common issues and seeks withdrawal of CP 2, pivoted on the common Settlement Agreement. 23. On careful perusal of the abovementioned facts, documents placed on record and judgments passed by various judicial authorities, while deciding in the interests of the Company and its stakeholders; this Tribunal orders the following: (i) The Settlement Agreement dated 20.01.2020 is taken on record and liberty is granted to the Applicants in IA 316/JPR/2020 and IA No. 315/JPR/2020 to withdraw the corresponding Company Petitions, i.e. CP No. 11/JPR/2018 and CP No. 279/JPR/2019; ..... 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