The court affirmed that clearly defined settlement terms are enforceable, requiring parties to comply with obligations regarding property transfers and payments without ambiguity.

JUDGMENT

AMIT RAWA L , J .

The present company appeal is directed at the instance of the Company named M/s.Trinity Arcade Pvt.Ltd., Respondent No.1 before the Company Law Board in Company Application No.125 of 2011 in Company Petition No.91 of 2010, against the order dated 11.10.2012 in the aforementioned Company Application, whereby the Company Application aforementioned filed by the applicant – respondent No.1 herein, has been allowed and the respondent Company - appellant herein, has been directed to implement the terms and conditions of the settlement on or before 10.11.2012 and file a memo of compliance within a period of ten(10) days.

2. Succinctly the facts in brief for adjudication of the lis are summarized hereinbelow : 

Company Petition No.91 of 2010 was filed before the Company Law Board claiming various reliefs against the appellant – respondent Company. Both the parties to the lis entered into a settlement agreement dated 12.11.2010 and on the basis of the affidavits filed by the parties, Company Law Board (CLB) disposed of the Company Petition vide order dated 19.11.2010 as settled and the settlement agreement ibid was ordered to be part and parcel of the order, much less liberty was also granted to seek the enforcement. The broad terms and conditions; Clause No.8, relied upon by the appellant – respondent and Clause No.6 relied by the respondent No.1 - applicant before the CLB, which are relevant for adjudication of the lis are extracted hereinbelow :

“…….8. PARTY No.3, the Company in the Company Petition NO.91/2010 along with PARTY Nos.2, 4, 5 and 6 hereby irrecoverably and unconditionally agrees, endorse, approve that PARTY No.3, the Company owns 17.197 cents of land covered in Survey No.61/3D2, 61/3A4, 61/3D2 in Edappally Village, Kanayannur Taluk in Ernakulam District and they hereby irrevocably and unconditionally agree that the Company will sell and transfer by absolute Conveyance the aforesaid land to PARTY No.1 at an agreed consideration of Rs.30,00,000/-. The Company will issue necessary Receipt/acknowledgment for receipt of the consideration.

…..6. In consideration of the covenants contained hereunder Parties absolutely agree to transfer their shareholdings in the manner sset out below and resign their respective directorships as set out hereunder.

a. The PARTY No.1 is holding 2,00,000 fully paid up equity shares of Rs.10/- each in the share capital of PARTY No.1 hereby irrevocably and unconditionally agrees to transfer and hereby transfers 2,00,000/- (Two Lakhs) equally in favour of each of the PARTY Nos.2, 4, 5 and 6 such that each of PARTY Nos.2,4,5 and 6 purchase 50,000 [Fifty Thousand] Fully Paid up Shares in PARTY No.3 for a total agreed consideration of Rs.40,00,000/- [Rupees Forty Lakhs only] at the rate of Rs.10,00,000/- [Rupees Ten Lakhs only] for every 50,000 fully paid up equity shares in the capital of PARTY No.3 hereby transferred to each of the PARTY Nos.2, 4, 5 and 6 and each of the PARTY Nos.2, 4, 5 and 6 hereby agree, undertake and hereby pay to PARTY No.1 a sum of Rs.10,00,000/- [Rupees Ten Lakhs only].

b.The PARTY No.1 is holding 10,000 fully paid up equity shares of Rs.100/- each in the share capital of PARTY Nos.1,2,4,5,6 [Five individuals] hold 10,000 [Ten Thousand] Fully Paid up Equity Shares of Rs.100/- each in Party No.7 PARTY No.1 hereby irrevocably and unconditionally agrees to transfer and hereby transfers 10,000 (Ten Thousand) equally in favour of each of the PARTY Nos.2,4,5 and 6 such that each of PARTY Nos.2,4,5 and 6 purchase 2,500 [Two Thousand Five Hundred] Fully Paid up Shares in PARTY No.7 for a total consideration of Rs.30,0