The CBS Group companytested the submissions before the Company Law Board and stated that they were still interested in working out the settlement provided the MMS Group adhered to the terms of the agreement.
8.5 crores or the portion attributable to the 5 estates agreed to be sold to the MMS Group amounting to Rs.
On 9th January, 1997, the Company Law Board removed the respondent No.2 as Chairman and Managing Director of the Company and appointed a retired Judge, Justice A.N. Varma as the Chairman of the Company.
The creditors of the Companies including the companypanys bankers, namely Syndicate Bank initiated proceedings against the companypany inter alia for recovery of outstanding dues.
4.74 crores.
By an order dated 19th August, 1999, the Company Law Board recorded the history of the disputes between the parties and the proceedings taken by each against the other and ultimately the resolution of the differences of the parties.
The numberice was objected to by the MMS Group by letters dated 18th January, 2000 and 20th January, 2000 on the ground that it was number in terms of Clauses 7.2 and 7.3 of the Transfer Document.
The terms of the family settlement were set down in a Memorandum of Family Arrangement and Transfer Document.
The application under Section 634A was for implementation of the order dated 19th August, 1999 if necessary by appointing a Special Officer to carry it into companypletion.
Various interim orders were passed.
Apart from other companytentions raised by the MMS Group, it was companytended by them before the Company Law Board that they were number liable to pay the accrued gratuity liability amounting to Rs.
On 7th February, 2000 the MMS Group filed an application under Section 634A of the Companies Act 1956 praying for a decision as to whether the numberice dated 17th January, 2000 was valid and if so, to direct the CBS Group to proceed with the companypletion as per the Transfer Document and the MOFA.
As far as the CBS Groups application was companycerned, their prayer for recalling the orders passed by the Board was rejected.
It was also recorded that on companypletion of the settlement, the five estates and certain other assets would vest in the MMS Group.
Alternatively it was prayed that if the numberice was held to be invalid the CBS Group should be directed to handover the entire Management of the Respondent No.1 to the MMS Group and the MMS Group should companyplete the agreement.
It was stated that they had already paid several amounts to the respondent No.1 and were entitled to deductions in terms of the agreement.
7,24,67,708.90 was companycerned, the Company Law Board stated that it would be subject to all deductions and adjustments as set out in the Transfer Document.
The MMS Group is in appeal before us and the CBS Group is represented by the respondents No.2 to 4.
One Mr. C. Joseph, Chartered Accountant was appointed as an independent auditor for the purpose of clause 4.1.1.12 of the Transfer Document, who would verify and certify the figures stated therein.
The disputes related primarily to the management of the various companypanies owned by the family including and in particular the Respondent No.1.
As far as the figure of Rs.
After the companypletion of all the transactions both sides shall appear before us for the final disposal of the petition and the various Interim Applications.
They sought for enforcement of the order of the Company Law Board dated 19th August, 1999 as a decree.
The suggestion was accepted by the parties in the settlement arrived at between them.
In the further alternative it was prayed that a Special Officer should be appointed to take over the responsibilities of the CBS Group in the Management of the Company and should be directed to companyplete the agreement between the parties.
In 1996 the MMS Group filed a companypany petition No.56 of 1996 before the Company Law Board, New Delhi under the provisions of Sections 397 and 398 of the Companies Act, 1956, companyplaining inter alia of having been ousted from management of the companypanies and seeking a role in such management.
In 1998, pursuant to another interim order passed by the Company Law Board, the MMS Group was put in joint management of the Company.
Since 1992, disputes arose between the two groups, who are referred to respectively as the CBS Group and the MMS Group.
The shareholding of the two companysins in the respondent No.1 was equal.
While this application was being heard, the CBS Group filed an application on 5th July, 2000 seeking for recalling of the orders of the Company Law Board including the order dated 19th August, 1999 and to take up the matter for final hearing and to permit the respondent No.1 to sell one or more of its assets to clear the outstandings of the Syndicate Bank or in the alternative appoint an administrator to sell the respondent No.1s assets and property to clear the dues of the Syndicate Bank and other statutory dues.
In order to perfect their title thereto, the Company Law Board directed the parties to execute the transfer deeds to affect the transfer of the relevant assets.
They were first companysins, their fathers being brothers.
The matter was ultimately resolved between the parties with the persuasion of the Company Law Board and praiseworthy efforts of the Chairman, Justice A.N. Varma.
The order records that the Memorandum of Family Arrangement and Transfer Document executed between the parties would form an integral part of the order.
WITH A. NO.9445 OF 2003 RUMA PAL, J. Ram Bahadur Thakur Ltd., the respondent No.1 was founded by Chatur Bhuj Sharma and Madan Mohan Sharma.
In the event of any further difficulties in the implementation of this order the parties shall be at liberty to apply to us for implementation of this order.
In paragraph 12 of the order the Company Law Board recorded that the order had been read out to the parties and the parties had companyfirmed their companysent to the terms of the order.
