TaxTMI 
TaxTMI 
2018 (10) TMI 271
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.... contribution of Rs. 32.454 million from the Investor" 4. It is the Plaintiff's case that the funds which were invested by the Plaintiff, were misused by the said persons for their personal gains and benefits. The investor's nominee was also not appointed as a Director. There was also gross mismanagement of the Company, which led to the Plaintiff taking a serious view of the matter. When the Plaintiff brought up the issues which were plaguing the Company with the Defendants, the Defendant suggested a scheme for revival of the Company. The parties thereafter entered further into an agreement dated 16th February 2009 by which a scheme for revival of M/s. Integrity Geosciences Pvt. Ltd. was agreed. According to the Plaintiff, the Defendants failed to act as per the scheme of revival. The Plaintiff thereafter served legal notice dated 28th February 2009 demanding refund of the entire investment of Rs. 3.24 crores along with interest. 5. After receipt of the said legal notice dated 28th February 2009, the Defendants introduced an overseas investor for buying out the company, which also failed. A second notice was served on 22nd March 2010, in response to which the Defendants again sou....
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.... of Rs. 2.24 crores which remained outstanding. Upon failure to make payment, the Plaintiff filed proceedings under Section 138 of the Negotiable Instruments Act, 1881. During the pendency of the said Complaint, another Memorandum of Settlement was entered into on 23rd August, 2012 by which the Defendant, Dr. Niaz Ahmed undertakes to repay the outstanding amount to the Plaintiff and agreed to repay the amounts as per the following schedule: Instalment By (date) Amount (In Rs.) First 11.09.12 50,00,000/- Second 11.01.13 50,00,000/- Third 11.04.13 40,00,000/- Fourth 11.07.13 40,00,000/- Fifth & Final 11.10.13 44,00,000/- TOTAL 2,24,00,000/- 9. This Settlement agreement also provided that if the payments were not made as per schedule, interest at 18% p.a. would be liable to be paid. Out of the above five payments, the first payment for Rs. 50,00,000/- was made vide cheque bearing number 11th September 2012 which was honoured. However, the remaining amounts were not paid and remained outstanding. As per the Settlement, post dated cheques were to be given, which was also not done. ....
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....o him for recovery of the said amounts from the Plaintiff and its associates and also for any other legal remedies available to him in law, including criminal remedies. 7. The Defendant was being constantly threatened by the Plaintiff organization with a false criminal complaint and he was being constantly pressurized to enter into a memorandum of settlement with them. It was because of this constant threat and pressure, which was being exerted by the Plaintiff organization that the Defendant out of sheer fear of being prosecuted in a false criminal case, signed the purported Memorandum of Settlement dated 23.08.2012 against his wish or free will. It is pertinent to point out that the Defendant had neither any need nor any necessity to enter into any settlement agreement with the Plaintiff as there were no debts or liabilities payable by the Defendant to the Plaintiff. The document (Memorandum of Settlement dated 23.08.2012) was clearly a void document as per Section 10 and 23 of the Indian Contract Act as it was executed under extreme coercion, misrepresentation, duress and by putting the Defendant under a fear of a false criminal prosecution. There was no free will or consent fr....
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....ne hand, in the reply to the legal notice the Plaintiff contends/alleges that the liability is a joint and several liability of the Defendant and other directors, whereas, on the other hand, in the plaint filed in the present suit the Plaintiff contends/alleges that the liability is that of the Defendant alone. Therefore, there is clear inconsistency and contradiction in the Plaintiffs stand. The suit is therefore liable to be dismissed on this count alone and also for non-joinder of necessary and proper parties. The suit filed by the Plaintiff is baseless and misconceived and is liable to be dismissed with exemplary costs. The defendant is therefore entitled to an unconditional leave to contest and defend the suit. ... 10. That the present plaint is liable to be dismissed as the Plaintiff has deliberately concealed material facts from this Hon'ble Court and has narrated distorted facts so as to project an incorrect picture to this Hon'ble Court. It is therefore necessary to put the records straight so that the entire facts can be appreciated in the correct perspective, the same are as follows: ... h. The Defendant and the other directors of M/s. Integrity Geoscinece Pvt. Ltd. ....
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....d Memorandum of Understanding (MoU) dated 31.03.2011, whereby the Defendant was compelled to issue 10 cheques (PDCs) for the value of Rs. 2,24,54,000/- as a replacement of the previous cheques. Again, these cheques were issued as a mode of security deposit so as to facilitate a buyout of the investment of the Plaintiff. Once again, these cheques were not towards the discharge of any debt or a liability, either in whole or in part., Moreover, even this MoU was without any consideration and as such the MoU itself was not a valid document in law. ... n. That upon receipt of the summons from the court, the Defendant, who at that time was 73 years old panicked and under pressure and fear of being prosecuted in a false criminal case, signed a Memorandum of Settlement dated 23.08.2012 and further paid a sum. of Rs. 50. Lacs (Fifty lakhs Only). It is submitted that this Memorandum of Settlement was signed under extreme coercion, duress and misrepresentation and was clearly without the Defendant's free will. In any case the said MoU was clearly an invalid document and a void contract in law as it was without any consideration. There were no amounts due and payable by the Defendant to ....