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Monday, May 19, 2014

Company petitions - Dream Project - Joint venture - disputes arose - company Law board order to maintain status quo pending main - becomes final - civil case turned as criminal case on ground of forged records filed petitions under sec.340 Cr.P.C. - a prayer was offered to put an end to the litigation - compromise effects not fertiled - Apex court held that In a situation like this, we are of the opinion that more appropriate orders would be to direct the parties to maintain status quo in the meantime, during the pendency of the aforesaid company petition before the CLB. However, we make it clear that if any exigency arises necessitating some interim orders, it would be open to the parties to approach the CLB for appropriate directions. Both these petitions are disposed of in the aforesaid terms. All other pending I.As including criminal contempt petitions and petitions filed under Section 340 Cr. PC are also disposed of as in the facts of this case, we are not inclined to entertain such application. No costs.= Mr. Vikram Bakshi & Ors. …. Petitioner (s) versus Ms. Sonia Khosla (Dead) By Lrs. …. Respondent = 2014(May.Part) http://judis.nic.in/supremecourt/filename=41517

Company petitions - Dream Project - Joint venture - disputes arose - company Law board order to maintain status quo pending main - becomes final - civil case turned as criminal case on ground of forged records filed petitions under sec.340 Cr.P.C. - a prayer was offered to put an end to the litigation - compromise effects not fertiled - Apex court held that In a situation like this, we are  of  the  opinion  that  more appropriate orders would be to direct the parties  to  maintain  status quo in the meantime, during  the  pendency  of  the  aforesaid  company petition before the CLB. However, we make it clear that if any exigency arises necessitating some interim orders,  it  would  be  open  to  the parties to approach the CLB for appropriate directions. Both these petitions are disposed of in the aforesaid terms. All other pending I.As including criminal contempt petitions and  petitions filed under Section 340 Cr. PC are also disposed of as in the facts  of this case, we are not inclined to entertain such application. No costs.=
The only aspect on which some directions need to be  given  are,
     as to what should be the interim arrangement. The  Bakshi  Group  wants
     orders dated 31.1.2008 passed by CLB to continue the  interregnum.  The
     Khosla Group on the other hand refers to orders dated 11.4.2008  as  it
     is their submission that this was a consent order passed  by  the  High
     Court after the orders of the CLB and,  therefore,  this  order  should
     govern the field in the meantime..

After considering the matter, 
we are of the opinion that  it  is
     not necessary to either enforce orders dated 31.1.2008  passed  by  the
     CLB or orders dated 11.4.2008 passed by the High  Court.  
Fact  remains
     that there has been a complete deadlock,  as  far  as  affairs  of  the
     Company are concerned. 
The project has not taken off. It is almost dead at present. 
Unless the parties re-concile, there is  no  chance  for  a
     joint venture i.e.  to  develop  the  resort,  as  per  the  MOU  dated
     21.12.2005.  
It  is  only  after  the  decision  of  CLB,  whereby  the
     respective rights of the parties are crystallised, it would be possible
     to know about the future of this project. 
Even the Company in  question
     is also defunct at present as it has  no  other  business  activity  or
     venture. 
In a situation like this, we are  of  the  opinion  that  more
     appropriate orders would be to direct the parties  to  maintain  status
     quo in the meantime, during  the  pendency  of  the  aforesaid  company
     petition before the CLB. 
However, we make it clear that if any exigency
     arises necessitating some interim orders,  it  would  be  open  to  the
     parties to approach the CLB for appropriate directions.
     24.    Both these petitions are disposed of in the aforesaid terms. 
All
     other pending I.As including criminal contempt petitions and  petitions
     filed under Section 340 Cr. PC are also disposed of as in the facts  of
     this case, we are not inclined to entertain such application. No costs.
2014(May.Part) http://judis.nic.in/supremecourt/filename=41517
SURINDER SINGH NIJJAR, A.K. SIKRI

                                                                  REPORTABLE


                        IN THE SUPREME COURT OF INDIA
                       CRIMINAL APPELLATE JURISDICTION
             SPECIAL LEAVE PETITION (CRIMINAL) NO. 6873 OF 2010






     Mr. Vikram Bakshi & Ors.                                 ….  Petitioner
     (s)


                                   versus


     Ms. Sonia Khosla (Dead) By Lrs.                          ….  Respondent
     (s)


     With


     SLP(C)No. 23796-23798/2010
     Contmt. Pet. (Crl.) No. 4/13 In SLP (Crl.) No. 6873 of 2010




                               J U D G M E N T




     A.K. SIKRI, J.




  1. A spate of litigation between the two groups  depicts  a  severe  fight
     between them where settlement appears to be a distant dream,  at  least
     as of now, with tough positions taken and  on  each  and  every  facet/
     nuance of the disputes, they have joined issues. However, we are  happy
     to find consensual approach on one aspect  at  least  viz.  the  future
     course of action that needs to be adopted in these matters  which  have
     landed in this Court (albeit against interim orders) as the proceedings
     are still pending at different levels either in the Company  Law  Board
     or in the High Court. This much positive stance, aimed at  cutting  the
     corners and edging out the niceties for early resolution  of  the  main
     dispute between the parties needs to be  commended.  For  this  reason,
     apart from stating the controversy involved in each of the matters, our
     purpose would be served in stating the course of action which needs  to
     be adopted, as agreed between the parties, without going into the nitty
     gritty of the issues  involved.  With  this  introduction  we  describe
     hereinbelow the nature of the dispute in these petitions.


     SLP(Crl) No. 6873 of 2010
  2.  When the  two  parties  joined  together  for  collaborative  business
     venture, it is but natural that the  relationship  starts  with  mutual
     trust and faith in  each  other.  At  the  time  of  fostering  such  a
     relationship, they expect that  with  joint  efforts  in  the  proposed
     business venture, they would be able to achieve unparallel  milestones,
     which would otherwise be impossible with their individual efforts.  The
     joining together is with the aim of making one plus one as  eleven  and
     not two. However, over a period of time,  if  due  to  unfortunate  and
     unforeseen circumstances/ events, the relationship becomes  bitter  and
     the two collaborative partners fall apart, it  results  in  a  position
     where one minus one is not only reduced to zero but  becomes  negative.
     That perhaps is the story of the present litigation and if the disputes
     are not resolved early, either  by  adjudicatory  process  or  amicably
     between the parties, the negative factor will  keep  growing  and  keep
     widening its fangs which may not be conducive to any of  the  litigants
     before us.
  3. The respondents herein (hereinafter referred to as  the  Khosla  Group)
     are the owners of the prime lands in Kasauli, District Solan,  Himachal
     Pradesh. Legally, this land is owned  by  Montreaux  Resort  Pvt.  Ltd.
     (MRL, for short) and share holding of the MRL was  earlier  exclusively
     held by the family members of the Khosla Group. It was their vision  to
     develop this real estate into a tourist resort of  repute.  The  Khosla
     group needed requisite finances and administrative expertise  for  this
     purpose. The petitioners (hereinafter referred to as the Bakshi  Group)
     extended its helping hand. In fact it was conceived as a dream  project
     of both the groups. For this purpose MOU dated 21.12.2005  was  entered
     into between Mr. Deepak Khosla, Mr. R.P. Khosla,  MRL  and  Mr.  Vikram
     Bakshi. The project was joint venture between the Khosla Group and  Mr.
     Vikram Bakshi wherein the Bakshi Group was to  pump  in  the  necessary
     finances and to take charge of administration by  managing  the  entire
     project. MRL was the special purpose vehicle for the execution  of  the
     project. The MOU envisaged transfer of shareholding in  MRL  by  Khosla
     Group to Vikram Bakshi on certain demands made by  the  latter  to  the
     former.
  4. Pursuant to the MOU dated 23.12.2005, Mr. Vinod  Surah  and  Mr.  Wadia
     Prakash (nominees of Mr. Vikram bakshi) were  appointed  as  Additional
     Directors of  MRL.  An  agreement  dated  31.3.2006  was  entered,  for
     executing the proposed  project,  between  the  respondent,  Ms.  Sonia
     Khosla, wife of Mr. Deepak Khosla, Mr. R.P. Khosla, MRL and Mr.  Vikram
     Bakshi. The agreement recorded that 51% shareholding in the company had
     been transferred to Mr. Vikram Bakshi. The said agreement, inter  alia,
     provided that:
           (a)   Land for the project shall be purchased  in  the  name  of
           MRL.
           (b)   The responsibility of development of lands,  managing  the
           project and arranging finances  would  be  that  of  Mr.  Vikram
           Bakshi.
           (c)   Khosla's would be paid a total consideration of  Rs.  6.44
           crores      on completion of different milestones  of  which  an
           amount of   Rs. 3.30 crores was to be as a loan bearing interest
           @ 12% per   annum.
           (d)   Khosla's would sell their entire shareholding  in  MRL  to
           Mr.   Vikram Bakshi.


  5. For some reasons (both the groups have their own version in this behalf
     with blame game against each other) the project did not  kick  off  and
     ran into rough weather with the sowing of the seeds of mutual  distrust
     and lack of faith. It led to filing of a petition under Section 397 and
     398 of the Companies Act by Ms.  Sonia  Khosla  against  Bakshi  Group,
     though in that petition she impleaded some of  the  members  of  Khosla
     family  also  as  respondents  (may  be  performa   respondents).   Her
     allegation was that she held 49% shares in the Company which  had  been
     further reduced to 36% and that the affairs of the  Company were  being
     managed in a manner oppressive to the minority  shareholders.  In  this
     petition she admitted that majority shareholding was  with  Mr.  Vikram
     Bakshi.
  6. The relief prayed for in the said petition, inter alia, was for passing
     an order for removal of the petitioners from the Board of Directors  of
     the Company. Various miscellaneous applications came to be filed in the
     aforesaid petition.  Notably  among  those  was  an  application  under
     Section 8 of the Arbitration and Conciliation Act filed by  Mr.  Vikram
     Bakshi. Mr. Vineet Khosla also filed an application claiming himself to
     be the Director of the Company and alleging that Mr. Wadia Prakash  and
     Mr. Vinod Surah had ceased to  be  the  Directors  of  the  Company  on
     30.9.2006 since they were not confirmed in the AGM of the Company  and,
     therefore, the subsequent appointment of Mr. Vikram Bakshi by the Board
     was bad in law.
  7. Another significant development which took place was that on 18.12.2007
     purported meeting of the Company was held by Ms. Sonia Khosla  and  Mr.
     Vinay Khosla wherein Mr. Deepak Khosla and Mr. R.K. Garg were appointed
     as the Directors of the Company and in this meeting the  Board  of  the
     Company allotted 6.58 lakhs equity shares  to  eleven  persons  of  the
     Khosla Group. It hardly needs to be mentioned  that  the  Bakshi  Group
     contends that this alleged  meeting  on  18.12.2007  was  of  illegally
     constituted Board. The Bakshi Group also taken the  position  that  Mr.
     Wadia Prakash and Mr. Vinod Surah  continue  to  be  legally  appointed
     Directors and likewise appointment of Mr. Vikram Bakshi by the Board of
     the Company was also as per law.
  8. The Company Law Board (CLB) passed orders dated 31.1.2008 directing the
     maintenance of status quo with  regard  to  the  shareholding  and  the
     Directors of the Company as it existed on the date of the filing of the
     petition i.e. 13.8.2007. Observations were made in this order that  the
     respondent-Sonia Khosla had tried to overreach the CLB by  changing  it
     composition and to increase the share capital of the Company.
  9. Aggrieved by this order of the CLB, Mr. R.P. Khosla filed the appeal in
     the High Court of Delhi. However, he sought permission to withdraw  the
     appeal. On 11.4.2008, noticing that the parties had  agreed  that  C.P.
     No. 114/2007 is to be withdrawn and the status quo as on  the  date  of
     filing of the said petition would be  maintained,  the  said  C.P.  was
     dismissed as withdrawn. Sonia Khosla had also filed appeal against  the
     same very order dated 31.1.2008 of the CLB. This was also dismissed  by
     the High Court on 22.4.2008, albiet on merits. Both Mr. R.P. Khosla  as
     well as Sonia Khosla filed Review Petitions seeking  review  of  orders
     dated 11.4.2008 and 22.4.2008 respectively. These Review Petitions were
     also dismissed on 6.5.2008.
 10. As the things  stood  at  that  stage,  the  effect  of  the  aforesaid
     proceedings was that the order dated 31.1.2008 passed by CLB  continued
     to operate. It is at  that  stage,  the  litigation  started  taking  a
     different turn altogether.
 11. Ms. Sonia Khosla filed an application under Section 340 of the Code  of
     Criminal  Procedure  (Cr.PC)  before  the  CLB  alleging  that   forged
     documents were filed before the CLB. However, while this application is
     still pending before the  CLB,  in  October,  2008  she  filed  another
     application under Section 340 Cr. PC in the High Court of Delhi on  the
     same very grounds which were taken in the application before  CLB.  She
     sought prosecution of the petitioners under Section 195(i)(b)(ii)  read
     with Section 340 Cr. PC alleging that the minutes of  the  AGM  of  the
     Company allegedly held on 30.9.2006  were  forged.   The  reason  given
     therein to approach the High Court was that she was forced to file  the
     petition in the High Court as  there was a  complete  inaction  on  the
     part of CLB on her application  before  it.  She  sought  to  rest  her
     application  on  sub-section  2  of  Section  340  Cr.   PC   for   its
     maintainability in the High Court. In  this  application  orders  dated
     15.2.2010 are passed by the High Court and that order  is  the  subject
     matter of challenge in  the  present  proceedings.  As  can  be  easily
     discerned, the petitioners' main contention is that application u/s 340
     Cr. PC is not maintainable.


     SLP(C)No. 23796-98 of 2010
 12. As mentioned above, in the Company Petition filed by Ms.  Sonia  Khosla
     interim orders dated 31.1.2008 were passed by  the  CLB  directing  the
     parties to maintain status quo with  regard  to  shareholding  and  the
     Directors of the Company as it existed on the date  of  filing  of  the
     Company Petition i.e. 13.8.2007. The consequences thereof  was  not  to
     give effect to the purported Board meeting of the Company on 14.12.2007
     wherein Mr. Deepak Khosla and Mr. R.K. Garg were inducted as  Directors
     and there was also an allotment of 6.58  lakhs  equity  shares  to  the
     persons of Khosla Group. Further, as mentioned  above  this  order  was
     challenged both by R.P. Khosla as well as Ms. Sonia  Khosla  by  filing
     appeal in the High Court. Whereas appeal filed by Mr. R.P.  Khosla  was
     dismissed on 11.4.2008, the appeal of Ms. Sonia was dismissed on merits
     on 22.4.2008 and the Review Petitions filed by both of them  were  also
     dismissed on 6.5.2008. However, Mr. R.K. Garg who was taken as Director
     in the purported meeting held on 14.12.2007 also felt aggrieved by  the
     order of the CLB. The effect of the status quo ante order was  that  he
     could not be  treated  as  the  Director  of  the  Company  during  the
     subsistence of the said order. Mr. R.K. Garg challenged this  order  by
     filing a writ petition in the High Court of Delhi on 26.2.2008. In that
     writ petition orders of status quo were passed on 7.4.2008 However,  on
     9.4.2009,  Mr. R.K.  Garg  (Respondent  No.  1  herein)  withdrew  this
     petition as alternate remedy of  filing  appeal  against  the  impugned
     order of the CLB is provided under Section 10 F of the  Companies  Act.
     After withdrewing the writ petition the  Respondent  No.  1  filed  Co.
     Appeal No. (SB) 23 of 2009. In this appeal the  company  judge  of  the
     High Court has passed orders dated 13.4.2010 issuing notice in the said
     appeal, in the application for condonation of delay as well as  in  the
     stay application. Simultaneously, the High Court has  also  stayed  the
     operation of the orders dated 31.1.2008 passed by CLB in so far  as  it
     has cancelled the shareholding and Directorship of  Respondent  No.  1.
     The instant present Special Leave Petition impugns the aforesaid  order
     dated 13.4.2010 passed by the High Court, primarily on the ground  that
     since the appeal is time barred till the delay is condoned there is  no
     appeal in the eyes of law and, therefore, the High Court could not have
     passed interim orders.
 13. Though the aforesaid two SLP's are the main proceedings before us, even
     in these proceedings Contempt Petitions and petitions under Section 340
     Cr. PC are filed. Moreover, narration of  the  events  disclosed  above
     would demonstrate that main proceedings are the Co. Petition  filed  by
     Ms. Sonia Khosla under Section 397-98 of the Companies Act  before  the
     CLB where issues relating to the affairs  of  the  Company  are  to  be
     thrashed out. However, from this on case, number of  other  proceedings
     have sprung up. In fact, as of today more than  80  cases  are  pending
     between the parties. Most of these do not even touch the  main  dispute
     as they are in the nature  of  either  Contempt  Petitions,  (Civil  or
     Criminal) or petitions under Section 340 Cr. PC etc.
 14. As stated in the beginning of this order, though it  was  going  to  be
     collaborative efforts of the two groups in developing a  dream  project
     and for certain reasons the  parties  have  drifted  apart,  one  legal
     action which was triggered with the filing of the Company  Petition  by
     Ms. Sonia Khosla before the CLB, has today swollen into an acrimony  of
     gigantic  proportion.  With  all  these   incidental   and   peripheral
     proceedings, which are allowed to take centre stage, the  main  dispute
     which is the subject matter of company  petition  before  the  CLB  has
     taken a back seat. There have been attempts made on  different  levels,
     during court proceedings,  to  see  whether  there  could  be  amicable
     resolution of the disputes between the parties.  However,  as  on  date
     these attempts have been of no avail.
 15. According to us it would have been more appropriate for the parties  to
     atleast agree to resort to mediation as provided under  Section  89  if
     CPC and make an endeavour to find amicable  solution  of  the  dispute,
     agreeable to both the parties. One of the aims of mediation is to  find
     an early resolution of the dispute. The sooner dispute is resolved  the
     better for all the parties concerned, in particular, and  the  society,
     in general.  For parties, dispute not only strains the relationship but
     also destroy it.  And, so far as society is concerned  it  affects  its
     peace.  So what is required is resolution of dispute  at  the  earliest
     possible opportunity and via such a mechanism  where  the  relationship
     between individual goes on in a healthy manner.   Warren  Burger,  once
     said:


           “The obligation of the legal profession is… to serve as  healers
           of human conflict…  (we)  should  provide  mechanisms  that  can
           produce an acceptable result in shortest possible time, with the
           least possible expense and with  a  minimum  of  stress  on  the
           participants. That is what justice is all about.”


    MEDIATION is one such mechanism which has been statutorily brought into
    place in our Justice System.  It is one of the methods  of  Alternative
    Dispute Resolution and resolves the dispute in a way that  is  private,
    fast and economical.  It is a process in  which  a  neutral  intervener
    assists two or more negotiating parties to identify matters of concern,
    develop a better understanding of their situation, and based upon  that
    improved  understanding,  develop  mutually  acceptable  proposals   to
    resolve those concerns.   It  embraces  the  philosophy  of  democratic
    decision-making [Alfin, et al., Mediation theory & Practice,  (2nd  Ed.
    2006) Lexis Nexis.
16. Thus, mediation being a form of Alternative  Dispute  Resolution  is  a
    shift from adversarial litigation.  When the parties desire an on-going
    relationship, mediation can build and improve their relationships.   To
    preserve,  develop  and  improve  communication,   build   bridges   of
    understanding, find out options for settlement for mutual gains, search
    unobvious  from  obvious,  dive  underneath  a  problem  and  dig   out
    underlying interests of the disputing parties,  preserve  and  maintain
    relationships  and  collaborative  problem  solving  are  some  of  the
    fundamental  advantages  of  mediation.  Even  in  those  cases   where
    relationships have turned bitter, mediation has been  able  to  produce
    positive outcomes, restoring the peace and amity between the parties.
17. There is always a difference between  winning  a  case  and  seeking  a
    solution. Via mediation,  the  parties  will  become  partners  in  the
    solution rather than partners in problems.  The  beauty  of  settlement
    through mediation is that it may bring about a solution which  may  not
    only be to the satisfaction of the parties and, therefore, create a win
    win situation, the  outcome  which  cannot  be  achieved  by  means  of
    judicial adjudication.  Thus, life as well as relationship goes on with
    Mediation for all the parties concerned and thus resulting  into  peace
    and harmony  in  the  society.  While  providing  satisfaction  to  the
    litigants, it also solves the  problem  of  delay  in  our  system  and
    further contributes towards economic, commercial and  financial  growth
    and development of the country.
18. This Bench is of firm opinion that mediation is new dimension of access
    to justice. As it is one of  the  best  forms,  if  not  the  best,  of
    conflict resolution. The concept of Justice in mediation is advanced in
    the oeuvres of Professors  Stulberg,  Love,  Hyman,  and  Menkel-Meadow
    (Self-Determination Theorists). Their definition of  justice  is  drawn
    primarily from the  exercise  of  party  self-determination.  They  are
    hopeful about the magic that can occur when people open up honestly and
    empathetically about their  needs  and  fears  in  uninhibited  private
    discussion. And, as thinkers, these jurists  are  optimistic  that  the
    magnanimity of the human spirit can conquer structural  imbalances  and
    resource constraints.
    Professor Stulberg, in his masterful comment on  the  drafting  of  the
    Uniform Model Mediation Act, Fairness and Mediation,  begins  with  the
    understated predicate that “the meaning of fairness is not exhausted by
    the concept of legal justice.” In  truth,  the  more  pointed  argument
    advanced in the  article  is  that  legal  norms  often  diverge  quite
    dramatically from our notion of fairness and the notion of fairness  of
    many disputants. Legal rules, in Stulberg’s vision, are ill-equipped to
    do justice because of their rigidity and inflexibility. Professors Lela
    Love andJonathan M. Hyman argue that mediation is successful because it
    provides a model for future collaboration. The authors state  that  the
    process of mediation entails  the  lesson  that  when  people  are  put
    together in the same room and made to understand  each  other’s  goals,
    they will together reach a fair resolution. They cite Abraham Lincoln’s
    inaugural address which proposed  that  in  a  democracy,  “‘a  patient
    confidence in the ultimate justice of the people’ to do  justice  among
    themselves . . . is a pillar of our  social  order.”  Professor  Carrie
    Menkel-Meadow presents a related point of view in making the case  that
    settlement has a political and ethical economy of its own and writes:


           “Justice, it is often claimed, emerges  only  when  lawyers  and
           their clients  argue  over  its  meaning,  and,  in  turn,  some
           authoritative figure or body pronounces on its meaning, such  as
           in the canonical cases of the late-twentieth century…  For  many
           years now, I have suggested that there are other  components  to
           the achievement of justice. Most notably, I refer to the process
           by which we seek justice (party participation  and  empowerment,
           consensus rather than compromise or command) and the  particular
           types of outcomes that might help to achieve it (not binary win-
           lose solutions,  but  creative,  pie-expanding  or  even  shared
           solutions).”


     Justice in mediation also encompasses  external  developments,  beliefs
     about human nature and legal regulation. Various jurists are  drawn  to
     mediation in the belief that litigation and adversarial warring are not
     the only, or the best ways to approach conflict. And how optimistically
     and skeptically mediators assess the capabilities of individual parties
     and institutional actors  to  construct  fair  outcomes  from  the  raw
     material of human conduct.
     Mediation ensures a just solution acceptable  to  all  the  parties  to
     dispute thereby achieving ‘win-win’ situation.  It  is  only  mediation
     that puts the parties  in  control  of  both  their  disputes  and  its
     resolution. It is mediation through which the parties  can  communicate
     in a real sense with each other, which they have not been  able  to  do
     since the dispute started. It is  mediation  which  makes  the  process
     voluntary and does not bind the parties  against  their  wish.   It  is
     mediation that saves precious time, energy as well as  cost  which  can
     result in lesser burden on exchequer when  poor  litigants  are  to  be
     provided legal aid.   It  is  mediation  which  focuses  on  long  term
     interest and  helps  the  parties  in  creating  numerous  options  for
     settlement. It is  mediation  that  restores  broken  relationship  and
     focuses on improving the future not of dissecting past. It is based  on
     an alternative  set  of  values  in  which  formalism  is  replaced  by
     informality of procedure, fair trial procedures by direct participation
     of parties, consistent norm  enforcement  by  norm  creation,  judicial
     independence by the involvement of  trusted  peers,  and  so  on.  This
     presents an alternative conceptualization of justice.
     19.    We have purposely stated the aforesaid advantages  of  mediation
     process in a hope that if not now, in near future the parties may agree
     on exploiting this mechanism to their advantage.
     20.    In this backdrop, Mr. Dushyant Dave,  the learned Senior Counsel
     who appeared for Bakshi Group in SLP  (C)  No.  6873  of  2010  made  a
     fervent plea before this Court to invoke the provisions of Article  142
     of the Constitution and put an end to the entire litigation between the
     parties pending in various courts by putting the parties to such terms,
     which this court finds to be equitable for both the parties. On  behalf
     of Bakshi Group he also gave the offer to surrender/give 50% of land to
     the Khosla Group and also  an  amount  of  Rs.  6.40  Crores,  He  even
     submitted that if this Court finds the said amount to be inadequate the
     Court would be empowered to fix higher amount. However,  that  was  not
     acceptable to the other side as according to them  not  only  they  are
     entitled to get the entire land which belongs to them but the amount of
     compensation which Bakshi Group is liable to pay to them would be  many
     times more than the amount offered. Lest we be  misunderstood,  we  are
     not blaming either side. We have indicated this, just to give a hint of
     the magnitude of imbroglio that has occurred  between the  parties.  At
     the same time, as there are many cases of different nature  pending  in
     different courts it is not possible to exercise  powers  under  Article
     142 of the Constitution and to resolve all  those  cases.  However,  we
     feel sad about the state of affairs. The dispute which has arisen,  out
     of MOU/ collaboration agreement between the parties is  not  unique  or
     unprecedented. Such type of differences do arise. Day in  and  day  out
     there are litigations of the kind which is filed  in  the  CLB  by  Ms.
     Sonia  Khosla.  However,  what  is  unprecedented  is   the   monstrous
     proportions which this litigation has assumed with  the  multiplication
     of proceedings between  the  parties  today  which  arose  out  of  one
     petition before the CLB.
     21.    In fact, though the learned Senior Counsel for the  parties  had
     argued the matters before us at length on the  previous  occasions,  at
     the stage of conclusions of the arguments, the learned  Senior  Counsel
     Mr. Cama appearing for Khosla Group suggested for an early decision  of
     the Company Petition before the CLB as a better alternative so that  at
     least main dispute between the parties is adjudicated upon at an  early
     date. He was candid in his submission that the issues which are subject
     matter of these two Special  Leave  Petitions  and  arise  out  of  the
     proceedings in the High Court, have their origin in  the  orders  dated
     31.1.2008, which is an interim  order  passed  by  the  CLB.  He  thus,
     pointed out that once the  Company  Petition  itself  is  decided,  the
     issues involved therein namely whether Board meeting  dated  14.12.2007
     was illegal or whether Board meeting dated 30.9.2006 was barred in  law
     would also get decided. In the process the  CLB  would  also  be  in  a
     position to decide  as  to  whether  minutes  of  AGM  of  the  Company
     allegedly held on 30.9.2006  are  forged  or  not  and  on  that  basis
     application under Section 340 Cr. PC which is filed before the  Company
     Law Boared would also be taken care  of  by  the  CLB  itself.  Learned
     Senior Counsels appearing for the Bakshi Group immediately agreed  with
     the aforesaid course of action suggested by Mr. Cama. We are happy that
     at least there  is  an  agreement  between  both  the  parties  on  the
     procedural course of action, to give quietus to the matters  before  us
     as well. In view of the aforesaid consensus, about the course of action
     to be adopted in deciding the disputes between the parties,  we  direct
     the Company Law Board to decide Company Petition No. 114 of 2007  filed
     before it by Ms. Sonia Khosla within a period of six  months  from  the
     date of receiving a copy of this order. Since, it is the CLB which will
     be deciding the application under Section 340 Cr. PC filed by Ms. Sonia
     Khosla in the CLB,  High  Court  need  not  proceed  further  with  the
     Criminal Misc. (Co.). No. 3 of 2008. Likewise the question whether  Mr.
     R.K. Garg was validly inducted as a Director or not would be gone  into
     by the CLB, the proceedings in Co. Appeal No. (SB) 23 of 2009 filed  by
     Mr. R.K. Garg in the High Court, also become otiose.
     22.    The only aspect on which some directions need to be  given  are,
     as to what should be the interim arrangement. The  Bakshi  Group  wants
     orders dated 31.1.2008 passed by CLB to continue the  interregnum.  The
     Khosla Group on the other hand refers to orders dated 11.4.2008  as  it
     is their submission that this was a consent order passed  by  the  High
     Court after the orders of the CLB and,  therefore,  this  order  should
     govern the field in the meantime..
     23.    After considering the matter, we are of the opinion that  it  is
     not necessary to either enforce orders dated 31.1.2008  passed  by  the
     CLB or orders dated 11.4.2008 passed by the High  Court.  Fact  remains
     that there has been a complete deadlock,  as  far  as  affairs  of  the
     Company are concerned. The project has not taken off. It is almost dead
     at present. Unless the parties re-concile, there is  no  chance  for  a
     joint venture i.e.  to  develop  the  resort,  as  per  the  MOU  dated
     21.12.2005.  It  is  only  after  the  decision  of  CLB,  whereby  the
     respective rights of the parties are crystallised, it would be possible
     to know about the future of this project. Even the Company in  question
     is also defunct at present as it has  no  other  business  activity  or
     venture. In a situation like this, we are  of  the  opinion  that  more
     appropriate orders would be to direct the parties  to  maintain  status
     quo in the meantime, during  the  pendency  of  the  aforesaid  company
     petition before the CLB. However, we make it clear that if any exigency
     arises necessitating some interim orders,  it  would  be  open  to  the
     parties to approach the CLB for appropriate directions.
     24.    Both these petitions are disposed of in the aforesaid terms. All
     other pending I.As including criminal contempt petitions and  petitions
     filed under Section 340 Cr. PC are also disposed of as in the facts  of
     this case, we are not inclined to entertain such application. No costs.




                                   …......................................J.
                                                     [Surinder Singh Nijjar]








                                     …....................................J.
                                                                [A.K. Sikri]
     New Delhi
     May 08, 2014

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