1. M/S Baroowa Brothers Private Ltd., a family company, is engaged in the business of running a hotel. The petitioner filed this petition alleging oppression and mismanagement in the affairs of the company. Considering the fact that the company is a family company, in the hearing held on 28.7.2008, I had advised the counsel to impress upon their clients to resolve the disputes amicably and accordingly both the sides evinced interest in settling the disputes amicable by which the respondents 1 to 4 would go out of the company on receipt of fair consideration for their shares. The fair value of each share was determined at Rs. 2472/-. Since the respondents' group collectively held 20454 shares, the total consideration was determined at Rs. 5.05 crores. However, since the petitioner was not in a position to pay the entire consideration in one go but required time to pay the said consideration, disputes arose in regard to the management of the company during the intergennum period. With my intervention and advise, parties have resolved this dispute also. The parties have finally consented to the following terms of settlement which shall be binding on all the parties.

(1)The petitioner will buy out 20454 shares held by the respondents for a total consideration of Rs.5.05 crores which shall be deposited in a joint account to be opened in the joint names of the four respondents. The above amount shall be paid as follows:

(a)An upfront payment of Rs. 1.05 crore is to be made on or before 30.9.2009.

(b)The remaining Rs.4 crores shall be endeavored to be paid by the petitioner on or before 31.12.2009 and in any event not later than 31.3.2010.

(c)A further sum of Rs.15 lacs shall be paid before 30.9.2009 in full and final settlement of claims of Shri J.C. Baroowa and Smt. Mainu Baroowa in respect of unsecured loans advanced by them to the company and the same shall be deposited in the joint account from which the same will be paid to Shri J.C. Baroowa and Smt. Mainu Baroowa.

(2)The petitioner shall furnish a bank guarantee in favour of the respondents' group to the tune of Rs.5.05 crores on or before 30.9.2009 which shall not be revoked by the petitioner without the leave of this Board.

(3)Within one week from the date of furnishing the bank guarantee, the respondent group shall, after prior written intimation to and in the presence of the petitioner, deposit with the Bench Officer, Company Law Board, New Delhi, all the original share certificates along with duly signed blank transfer forms and all other documents pertaining to the title of 20454 shares being purchased by the B.C. Baroowa Group.

(4)Further, the respondent group shall execute undated resignation letters from the board of directors of the company. The parties shall also cause a board resolution to be passed taking on record and noting the effect of this order as binding upon the company and also upon the petitioner and respondent groups. Original resignation letter shall also be likewise deposited with the Bench Officer, Company Law Board, New Delhi.

(5)If for any reason, the petitioner fails to furnish the bank guarantee as aforesaid on or before 30^th September, 2009, the respondent group would be at liberty to sell their shares to third parties and the petitioner shall not raise any claim whatsoever, made in the present proceeding against the respondents group.

(6)As and when further installment of payment would be made into the joint bank account of the respondent group, the petitioner would have the liberty to reduce the amount of the bank guarantee by that proportionate amount of payment. If total payment is not made by the petitioner to the respondent group within 31^st March, 2010, the respondent group will be entitled to encash the bank guarantee without issuing any notice or giving any information to the petitioner.

(7)The complete transfer of 20454 shares as indicated herein above would only take place after full payment of Rs.5,05,00,000/- to the respondent group and