TaxTMI 
TaxTMI 
TaxTMI 
2021 (1) TMI 190
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the matter was taken up for hearing, the learned counsel for both parties brought to the notice of this Tribunal that the petitioners have filed a withdrawal/settlement memo on 15th December, 2020, stating that the petitioners and 2nd respondent who are the only shareholders of the 1st respondent company have now entered into a settlement to settle all disputes between them vide a Memorandum of Understanding dated 14th December, 2020. Respondents 3 and 4 are signatories of the said Memorandum of Understanding. For the above reasons, they sought permission to withdraw the above petition with liberty, taking on record the terms of the Memorandum of Understanding dated 14th December, 2020. 5. In the settlement memo enclosed with the withdrawal memo, it is stated as under: - This MoU is executed on this the 14th day of December, 2020 ("the execution date") between F. M. SHAMIER MARICKAR, son of Dr. Y. M. Fazii Marickar, aged 45 (Forty-Five) years, residing at A-6, Kent Nalukettu, Chakkaraparambu, Vennala Kara, P.O., Edapally South Village, PIN - 682028, (hereinafter referred to as the First Party) AND RAJWANTH BEN, aged 45 (Forty-Five). years, son of Sri. Churchin Ben,Ben, resi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r them. The reorganisation as aforesaid is of the essence of this MoU and may be comprehensively covered and supplemented in any agreement that may be subsequently entered into by and between the Parties and their nominee(s) to give effect to this MoU. The detailed step plan for the re- organisation will be as specified in Schedule A. 2. Transition & takeover In line with clause 1 above and subject to due and faithful performance of this Agreement, the First Party and his nominee(s), if any, shall take over the management and administration of MMPL and MMIPL and carry on its business(es) without any obstruction, hindrance or interference by the Second Party or persons acting under him. Reciprocally, the Second Party and his nominee(s) shall take over the management and administration of MVIPL, MFBPL & KPPL and carry on its business without any obstruction, hindrance or interference by the First Party or persons acting under him. Transition, takeover, filing of the withdrawal petition of MVIPL and the registration of the property as detailed in Schedule A and Schedule B shall be completed on the same day by executing the necessary documents in the presence of Chartered Accountants....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ubject to the conditions of this agreement. (ii) The Second Party shall release the property described in more detail in Schedule C owned by the First Party, which is provided as collateral for the loan sanctioned by Canara Bank, Mid Corporate Branch, Ernakulam to MVIPL, vide loan sanction letter Ref 111/4333/2018/MVIPL dated 21/06/2018, 713/MCB/14333/2020 dated 4/06/2020 within 60 days from the date of execution of the MOU. Any cost or charges for the release of the property (including release of the registered mortgage) shall be borne by the Second Party. The First Party shall pay interest at 10% per annum on Rs. 457 lakhs subject clause 3(A) (i) above. Which is the debt owed by the entities and persons to MVIPL and MFBPL after reducing an amount of Rs. 68 lakhs being the excess value of the property registered as security for the debt, from the date of release of Schedule C property from Canara Bank to the First Party. (iii) The Second Party shall also release the property described in more detail in Schedule D owned by the First Party, which is provided as collateral for the loan sanctioned by Karur Vysya Bank to MVIPL, vide customer id 15410528 within 60 days from the date....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ry or other liabilities in MMPL, MVIPL, MFBPL, MMIPL and KPPL apart from the above, whether present or arising in future, including but not limited to payments outstanding to third parties, suppliers, vendors, customers etc., shall be duly settled, discharged, paid for, met and borne by the concerned company in which it has accrued without making the Party not in management thereof or other companies liable for the same in any way. 5. The Parties shall, in furtherance to this MoU, at all times duly co- operate with each other by doing and executing, without any undue delay, all instruments, documents and things, including without limitation the execution, filing, submission, furnishing etc. of necessary declarations, returns, statements, forms or notices as may be required to be filed with the Registrar of Companies or such other authorities for the smooth reorganisation and takeover of the companies, settlement or re-distribution of liabilities, redemption of mortgages and cancellation of personal guarantees, continuation of business etc. The Parties shall, within 3 days from the execution date file a notarized copy of this MoU in C.P. No.24/KOB/2020 pending before Hon&#....