TMI Blog2023 (11) TMI 969X X X X Extracts X X X X X X X X Extracts X X X X ..... ally settled their disputes. In view of the mutual settlement, the Company Petition ought to have been dismissed which the Tribunal rightly did by way of the impugned order. The Appellants contention that till the amounts mentioned in the minutes dated 31.05.2018 are not paid, there is a continuous cause of oppression and mismanagement is completely misconceived and unsustainable. The Tribunal and this Appellate Tribunal are not the appropriate forums for adjudicating as to whether the parties have acted in terms of the compromise deed dated 11.04.2018 and whether the alleged minutes dated 31.05.2018 are binding or not - The Hon ble High Court being seized of the matter, the present Appeal is liable to be dismissed. Further, it has been rightly noted by the tribunal that in the light of the compromise deed dated 11.04.2018, if at all there is any remedy available to the Appellant then it is before the Hon ble Punjab Haryana High Court and Civil court at Gurugram. Thus, the Tribunal while passing the impugned order had rightly taken note of the fact that in view of the settlement between the parties, the said allegations cannot be gone into further and in the circumstances ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for allotment of 65,51,587 shares; e) To direct the rectification of the register of member of Respondent NO. 1 Company in terms of relief granted in Point iii and iv ; f) To declare that the letter dated 29.01.2018 sent by the Respondent No. 2 in handwriting note with respect to the purported Board Meeting of the Respondent No. 1 Company or any aspect related thereto as null and void or any action done in pursuance of the said letter may also be declared as null and void. g) To appoint independent auditor to investigate the financials of the Respondent No. 1 Company to ascertain the money siphoned off by the Contesting Respondents and for direction to restore said money to Respondent No. 1 Company, in case it s found to be misappropriate through report of the independent auditor; h) To direct the independent auditor to find out whether the financial transactions by the Respondents in form of unsecured loans in Respondent No. 1 Company, were mere barely shell entries, without any actual transaction therein; i) To direct that no major decisions of the Respondent No. 1 Company will be taken without having the consent of the Petitioners, such as alteration ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed to pay back, therefore, the Appellant No. 1 had filed a Petition under Section 7 of the IBC, 2016 before the NCLT at New Delhi Bench i.e. C.P.(IB) No. 1420(PB)/2019 against the Respondent No. 1. The said IBC Petition was allowed to be withdrawn by the NCLT on the ground that the Respondent No. 1 was not the Financial Creditor in terms of the IBC. However, the liberty was granted to the Appellant No. 1 to pursue his remedy in accordance with law. v) In the meanwhile, when the matter i.e. Company Petition had come up for hearing before the NCLT, the Respondent No. 2 had addressed that the said Company Petition may be dismissed as there was already a compromise between the Appellant and the Respondent No. 2 on 11.04.2018 and which was also recorded before the Ld. Civil Judge, Gurgaon and not only that the non-compliance of the same was brought before the Hon ble High Court of Punjab and Haryana at Chandigarh in Writ Petition bearing No. CWP-6578/2018(O M) dated 20.04.2018. Therefore, in view of the compromise being arrived between the parties, there is no purpose for the present petition to continue and the same may be dismissed. vi) Further case is that the Appellant had als ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 1. x) The NCLT after hearing the parties the said Company Petition was dismissed on the ground that since there is a compromised already arrived between the parties on 11.04.2018 and in view therefore, the said Company Petition now cannot be entertained by the NCLT. Hence this Appeal. 3. The Learned Counsel for the Appellant during the course of argument and in his memo of Appeal along with written submissions submitted that the NCLT has failed to consider that the Compromise Deed dated 11.04.2018 was further supplemented by the Compromise Deed dated 31.05.2018 and it was not placed before the Ld. Civil Judge, District Court, Gurgaon. 4. It is further submitted that the NCLT has also failed to understand that in the said IBC Petition, there was an admission by the Respondent No. 1 that the said amount is payable subject to Appellant No. 1 complying certain conditions. The Ld. NCLT did not look into the substance of the matter, but passed the technical directions for the parties to pursue the execution proceedings before the different courts. 5. It is further submitted that the respondent in the response to the present appeal has taken a very surprising stand by stat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inter alia agreed as follows: That it is further agreed by both the parties as a part of this compromise that Ramavtar would resign from M/s H.S. Realty Pvt. Ltd. along with His wife Smt. Ramrati. Mr. Ramavtar will also transfer all his shareholdings in M/S H.S. Realty Pvt Ltd in favour of existing director of M/s H.S. Realty Pvt. Ltd 10. It is further submitted that while it is the case of the Respondents that the Minutes of Meeting dated 31.05.2022 are not binding, the said Minutes also reiterate that the Appellants were required to resign and Appellant No. 1 was required to relinquish his shares in Respondent No. 1 Company. As evident from the above, the Appellants had agreed to and was willing to resign from Respondent No. 1 company and the Appellants had agreed to give up their shareholdings in Respondent No. 1 company. Therefore, the question of oppression or mismanagement does not arise and the Appellants lacked the locus standi to maintain the petition before the NCLT. 11. It is further submitted that the Appellants have dishonestly failed to comply with the obligations under the said compromise deed dated 11.04.2018 and on account of the same the Respondents h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... deed dated 11.04.2018, the Appellants would have withdrawn the Company Petition. However, on the contrary the Appellants had not informed the Tribunal about the compromise deed dated 11.04.2018 and the decree dated 03.12.2018 passed pursuant to the same. Pursuant to the filing of the application, the Respondents were permitted to file reply by the Tribunal and the delay in filing the reply was condoned. 14. The Appellants contention that till the amounts mentioned in the minutes dated 31.05.2018 are not paid, there is a continuous cause of oppression and mismanagement is completely misconceived and unsustainable. The Tribunal and this Appellate Tribunal are not the appropriate forums for adjudicating as to whether the parties have acted in terms of the compromise deed dated 11.04.2018 and whether the alleged minutes dated 31.05.2018 are binding or not. It is submitted that the Appellants have dishonestly failed to comply with their obligations under the said compromise deed and the above-mentioned contempt petition filed by the Respondents is pending before the Hon ble High Court for enforcing the same. The Appellant No. 1 has also filed a contempt petition as a counterblast. T ..... X X X X Extracts X X X X X X X X Extracts X X X X
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