Karnataka High Court
Pardhanani Chatrabhuj Bassarmal vs M/S Omr Investments Llp on 27 September, 2024
Author: M.Nagaprasanna
Bench: M.Nagaprasanna
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WP No. 17508 of 2024
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 27TH DAY OF SEPTEMBER, 2024
BEFORE
THE HON'BLE MR. JUSTICE M.NAGAPRASANNA
WRIT PETITION NO.17508 OF 2024 (GM-RES)
BETWEEN:
PARDHANANI CHATRABHUJ BASSARMAL
S/O LATE BASSARMAL HOTCHAND PARDHANANI
AGED ABOUT 83 YEARS
PERMANENT R/AT FLAT NO.1504
AL MAS TOWERS, DUBAI MARINA
PO BOX 5418, DUBAI, UAE
AND BANGALORE RESIDENT AT
NO. 46/3, FAIR FILED LAYOUT
RACE COURSE ROAD
Digitally signed BANGALORE -560001
by NAGAVENI BY HIS POWER OF ATTORNEY HOLDER.
Location: HIGH
COURT OF
KARNATAKA MR. S. SAHADEVA REDDY
AGED ABOUT 69 YEARS
S/O LATE SRI. M. BASI REDDY
R/AT NO. 185, AMAR JYOTHI LAYOUT
5TH MAIN, DOMLUR INNER RING ROAD
BANGALORE-560071.
...PETITIONER
(BY SRI. B.S. SATYANAND, ADV.,)
AND:
1. M/S. OMR INVESTMENTS LLP
A LIMITED LIABILITY PARTNERSHIP
HAVING ITS REGISTDRED OFFICE AT
1ST FLOOR, EMBASSY POINT, NO. 150
INFANTRY ROAD, BANGALORE-560001
REPRESENTED BY 2 TO 7.
2. MR. JITENDRA VIRWANI
MANAGING PARTNER, PROMOTER
AND GUARANTOR OF
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WP No. 17508 of 2024
M/S OMR INVESTMENT LLP.
3. MR. P.R. RAMAKRISHNAN
PARTNER AND AUTHORISED SIGNATORY
OF M/S OMR INVESTMENT LLP.
4. MR. A.T. GOPINATH
PARTNER AND AUTHORISED SIGNATORY
OF M/S OMR INVESTMENT LLP.
5. MR. NARPAT SINGH CHORARIA
PARTNER AND AUTHORISED SIGNATORY
OF M/S OMR INVESTMENT LLP.
6. MR. RAJESH BAJAJ
PARTNER AND AUTHORISED SIGNATORY
OF M/S OMR INVESTMENT LLP.
7. MR. RAJESH KUMAR
AUTHORISED SIGNATORY OF
M/S OMR INVESTMENT LLP.
RESPONDENTS 2 TO 7
ARE WORKING AT 1ST FLOOR
EMBASSY POINT NO. 150
INFANTRY ROAD, BANAGLORE-560001.
...RESPONDENTS
(BY SRI. AJESH KUMAR S, ADV.,)
THIS W.P. IS FILED UNDER ARTICLES 226 AND 227 OF
THE CONSTITUTION OF INDIA, R/W SECTION 482 OF CR.P.C.
PRAYING TO DIRECT, QUASHING THE IMPUGNED ORDERS DTD
10.06.2024, PASSED IN CC.NO.9809/2022 ON THE FILE OF
THE LEARNED XXI ADDL. CHIEF METROPOLITAN MAGISTRATE
AT BANGALORE, AT ANNEXURE-A AND CONSEQUENTLY,
ALLOW THE APPLICATION FILED BY THE PETITIONER UNDER
SEC 143A, NI ACT, IN ITS ENTIRETY AS PER ANNX-D & ETC.
THIS PETITION, COMING ON FOR FURTHER HEARING,
THIS DAY, ORDER WAS MADE THEREIN AS UNDER:
CORAM: HON'BLE MR. JUSTICE M.NAGAPRASANNA
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WP No. 17508 of 2024
ORAL ORDER
1. Heard Sri.B.S.Satyanand, learned counsel appearing for the petitioner and Sri.Ajesh Kumar S., learned counsel appearing for the respondents and have perused the material on record.
2. The petitioner has sought for the following reliefs:
"To quash the impugned order dated 10.06.2024, passed in CC No.9809 of 2022 on the file of the learned XXI Addl.
Chief Metropolitan Magistrate at
Bangalore, at Annexure 'A' and
consequently, allow the application filed by the petitioner under Section 143A of the Negotiable Instruments Act, in its entirety as per Annexure 'D'."
3. During the pendency of these proceedings, it transpires that the parties to the lis have entered into a settlement and have placed on record such settlement along with the joint affidavit. The application and terms of settlement read as follows:
-4-NC: 2024:KHC:40483 WP No. 17508 of 2024 "APPLICATION UNDER ORDER XXII RULE 3 READ WITH SECTION 89 OF THE CODE OF CIVIL PROCEDURE 1908 READ WITH ARTICLE 226 OF THE CONSTITUTION OF INDIA AND RULE 38 KARNATAKA HIGH COURT WRIT PROCEEDINGS RULES AND SECTION 147 OF THE NEGOTIABLE INSTRUMENTS ACT 1881 The Parties together most respectfully submit as follows:
1. The Petitioner - Shri. Pardhanani Chatrabhuj Bassarmal is the Complainant in C.C. No. 9809/2022 before the Ld. XXI Addl. Chief Metropolitan Magistrate, Bangalore.
2. The Respondents No. 2 to 7 are Partners of the Respondent No. 1 LLP and are Accused No. 2 to 7 in C.C. No. 9809/2022 before Ld. XXI Addl.
Chief Metropolitan Magistrate, Bangalore.
3. The Petitioner being aggrieved by the Order dated 10/06/2024 under Section 143A of Negotiable Instruments Act 1881 passed in C.C. No. 9809/2022 by the Ld. XXI Addl. Chief Metropolitan Magistrate, Bangalore has filed the instant Writ Petition.
4. This Hon'ble Court, vide Order dated 25/07/2024 was pleased to appoint Shri. S.N. Prashanth Chandra, Advocate as the Mediator to mediate the matter between the parties and the operative portion of the said Order dated 25/07/2024 is as hereunder:
"I deem it appropriate to direct Shri S.N.Prashanth Chandra to mediate the matter between the parties and resolve the dispute of whatever nature that they would project before him within an outer limit of 60 days. ...
...
Shri S.N.Prashanth Chandra, learned counsel shall start the process of mediation on the -5- NC: 2024:KHC:40483 WP No. 17508 of 2024 appearance of both the parties on 31.07.2024. It is open to learned counsel to regulate the procedure on consensus on future dates."
5. The Parties accordingly have participated in the said Mediation Proceedings in-person which was held at the venue being Jurix Arbitration Chambers, No. 24, Keshav Nivas, Kalidasa Road, Gandhinagar, Bengaluru - 560 009, as well as via Video Conferencing on multiple occasions. Shri. Pardhanani Chatrabhuj Bassarmal was accompanied by his daughter Ms. Sangeeta C Pardhanani and Mr. Jitendra Virwani was accompanied by his son Mr. Neel Virwani. The Parties participated in the Mediation along with their Legal Counsels, in Joint Sessions, as well as Individual Sessions conducted.
6. The Petitioner - Shri. Pardhanani Chatrabhuj Bassarmal and Respondent No. 1 - M/s OMR Investments LLP who is represented herein by Respondent No. 2 - Shri. Jitendra Virwani who is the Promoter of the Embassy Group and the other Partners who are named as Respondents herein have, after consulting their legal counsel, advisors and family, agreed to amicably resolve all lis inter-se.
7. After consideration of the facts and circumstances of the disputes inter-se leading to the present proceedings in C.C.No.9809/2022 filed by the Petitioner - Shri. Pardhanani Chatrabhuj Bassarmal under Section 138 of the Negotiable Instruments Act 1881 herein pending before the XXI Additional Chief Metropolitan Magistrate at Bangalore ("138 Case") it is solemnly undertaken as stated herein below.
8. The Respondent No.1 - M/s OMR Investments LLP shall pay, without any delay or demur, in the manner stated infra, a sum of INR 310 Crores (Rupees Three hundred and Ten Crores only) to the Petitioner -
-6-NC: 2024:KHC:40483 WP No. 17508 of 2024 Shri. Pardhanani Chatrabhuj Bassarmal (or his successor in interest or sole legal heir, his daughter Ms. Sangeeta C.Pardhanani), in full and final settlement of all his claims against the Respondents herein including and not limited to that as stated under the Agreements being enumerated below ("said Agreements") .
SL. DATE PARTICULARS OF DOCUMENT NO 1. 06/12/2016 Memorandum of Understanding executed between Embassy
Property Developments Private Limited and Pardhanani Chattrabhuj Bassarmal
2. 2016 Copy of Co-Developer Agreement executed between Embassy Property Developments Private Limited and Pardhanani Chattrabhuj Bassarmal.
3. 06/12/2016 Two Deeds of Guarantee by Jitendra Virwani in favour of Pardhanani Chattrabhuj Bassarmal
4. 06/12/2016 Two Loan Agreements between OMR Investments LLP,.
Jitendra Virwani and Pardhanani Chattrabhuj Bassarmal.
5. 01/05/2017 Amendment to Loan Agreement dated 06/12/2016
6. 06/09/2019 Loan Agreement
7. 06/09/2019 Deed of Guarantee executed by Jitendra Virwani
8. 06/11/2020 Amendment Agreement to the Loan Agreement 6 Upon execution of this Settlement the said Agreements stand cancelled. The rights and obligations of the parties shall be limited to the terms settled and incorporated in this Settlement. Therefore, the Petitioner - Shri Pardhanani Chatrabhuj Bassarmal shall not make any claims against the non-party Embassy Property Developments Pvt Ltd ("EPDPL") under the said Agreements.
7 Respondent No. 1 - M/s OMR Investments LLP ("LLP") shall pay a sum of INR. 310 Crores (Rupees Three Hundred and Ten Crores only) -7- NC: 2024:KHC:40483 WP No. 17508 of 2024 to Petitioner - Shri. Pardhanani Chattrabhuj Bassarmal (or his successor in interest or sole legal heir, Ms. Sangeeta C. Pardhanani) without any demur or delay in the following time stipulated hereunder:
SL DATE PAYMENT NO INR 10,00,00,000 (Rupees Ten Crores only) vide Cheque No. 872075 signed by Respondent No. 2 - Shri. Jitendra
1. 27/09/2024 Virwani, being the Authorised Signatory, in the presence of the Hon'ble Court at the time of entering into this Settlement.
INR 100,00,00,000 (Rupees One Hundred Crores only) vide Cheque No.
2. 15/12/2024 872078 duly signed by Respondent No. 2 - Mr. Jitendra, being the Authorised Signatory.
16/06/2025 INR 100,00,00,000 (Rupees One Hundred Crores only), vide Cheque
3. (15/06/2025 No. 872079 duly signed by Respondent is a Sunday) No. 2 - Mr. Jitendra Virwani, being the Authorised Signatory.
INR 100,00,00,000 (Rupees One Hundred Crores only), vide enclosed
4. 15/12/2025 Cheque No. 872082 duly signed by Respondent No. 2 - Mr. Jitendra Virwani, being the Authorised Signatory.
The above referred fourdated cheques are being delivered from this day and the Petitioner - Shri. Pardhanani Chatrabhuj Bassarmal acknowledges receipt of the same for payment on due dates. The Respondent No. 2 - Shri. Jitendra Virwani ensures that the payment assured under this Settlement shall be honoured without any default and giving no room for delay.
-8-NC: 2024:KHC:40483 WP No. 17508 of 2024 8 Respondent No. 2 - Shri. Jitendra Virwani shall also be responsible personally and also liable to ensure that the payment is made for the sum assured on behalf of all the Respondents herein. To that extent, Respondent No. 2 - Shri. Jitendra Virwani has undertaken that he would clear all the payments as agreed under this Agreement.
9 The Petitioner, Shri. Pardhanani Chatrabhuj Bassarmal, solemnly covenants that there are no cheques or promissory notes or instruments or documents in his possession save and except the aforesaid Agreements and cheques issued under this Agreement and also the cheques and documents deposited in the 138 Case.
10 Each Party hereof does withdraw each and every allegation, accusations and complaints made in the various communications, Legal Notices, Reply, Rejoinder, Pleadings made in the 138 Case, on the basis of the said Agreements, Petition filed before various Courts or this Hon'ble Court prior to this date.
11 The Petitioner - Shri. Pardhanani Chatrabhuj Bassarmal shall issue a Letter to Securities Exchange Board India ("SEBI") as per the agreed Draft, to withdraw the intimation given against Respondent No. 2 - Shri. Jitendra Virwani, Embassy Real Estate Investment Trust ("REIT"), EPDPL, Manyata Promoters Private Limited ("MPPL").
12 In the future, all discussions shall be only between Petitioner - Shri. Pardhanani Chatrabhuj Bassarmal (or his successor in interest or sole legal heir, his daughter Ms. Sangeeta C. Pardhanani) and Respondent No. 2 - Shri. Jitendra Virwani to ensure giving effect to this Settlement, who alone shall be responsible to give effect to this settlement.
-9-NC: 2024:KHC:40483 WP No. 17508 of 2024 13 The Parties shall cooperate with each other and act in good faith and trust to ensure that the letter and spirit of this Settlement is given effect to.
14 The Parties rights and obligations shall be and arise from only and to the extent of what is stated herein and therefore give up all claims against each other.
15 Respondent No. 1 - M/s OMR Investments LLP shall withdraw the Criminal Revision Petition in Crl. R.P. No. 353/2024 which is pending before the LXVIII Addl. City Civil And Sessions Judge by filing a Memo for the same.
16 These terms are stated to avoid any misunderstanding in future.
17 The Parties request that the Hon'ble Court be pleased to direct that the terms of settlement not be published by any legal journal and that no Certified Copies be given to any third party hereto.
18 The Parties place on record their gratitude to and appreciation of the effort by the Mediator Shri. S. N.Prashanth Chandra to reinstate the relationship between the Parties.
19 An Affidavit is also filed in this regard by both the parties.
20 In the event of non-compliance of this Settlement, the Petitioner - Shri. Pardhanani Chatrabhuj Bassarmal is also entitled to execute the Settlement against the Respondents herein in accordance with the applicable laws.
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NC: 2024:KHC:40483 WP No. 17508 of 2024 21 Further, in the event of dishonour of any cheques issued under this Settlement, the Petitioner- Shri. Pardhanani Chatrabhuj Bassarmal is also entitled to file proceedings under Section 138, NI Act.
22 The Petitioner, Shri. Pardhanani Chatrabhuj Bassarmal does not press the instant Petition against Respondents No. 3, 4 and 5 herein as they are not in a position to physically attend this Hon'ble Court on the date of this Settlement.
23 In light of the above Settlement between the Parties, the Parties herein most respectfully pray that this Hon'ble Court be pleased to pass suitable Orders to terminate the proceedings in C.C. No. 9809/2022 pending before the Ld. XXI Addl. Chief Metropolitan Magistrate, Bangalore in view of the Settlement arrived at between the parties.
24 The Parties are resolving the Criminal Complaint filed by the Petitioner
- Shri. Pardhanani Chatrabhuj Bassarmal in CC No.9809/2022 pending before the Ld. XXI Addl. Chief Metropolitan Magistrate, Bangalore under the 138 case through this Settlement thereby avoiding lengthy legal proceedings.
25 The Parties agree to execute such other Documents / Letters / Applications required to be issued to give full effect to the terms and conditions agreed herein in the true spirit of this Settlement.
Wherefore, the Parties most respectfully pray that this Application be allowed by terminating the proceedings pending before the Ld. XXI Addl. Chief Metropolitan Magistrate, Bangalore in C.C. No. 9809/2022 as the parties have amicably resolved the dispute in the said case initiated by the Petitioner - Shr. Pardhanani Chatrabhuj Bassarmal by entering into the Settlement and passing
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NC: 2024:KHC:40483 WP No. 17508 of 2024 a suitable Order holding that the Parties shall be solemnly bound by the terms supra and consequently and that the Hon'ble Court pass such Orders and further Orders in the interest of Justice and Good Conscience."
4. Learned counsel, Sri.Ajesh Kumar, in terms of the settlement that is drawn between the parties, is handing over four cheques, totally amounting to Rs.310/- crores to the petitioner-complainant and the complainant, who is in person, has received the cheques and acknowledges the same.
5. In the light of the application for compounding being filed along with the joint affidavit and offences not being against the State, I deem it appropriate to accept the compounding application and terminate the proceedings against the respondents-accused in this petition.
6. For the aforesaid reasons, the following:
ORDER i. The Writ Petition is disposed.
ii. The proceedings pending in C.C. No.9809 of 2022 before the XXI
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WP No. 17508 of 2024
Additional Chief Metropolitan
Magistrate, Bengaluru, stand
quashed.
Sd/-
(M.NAGAPRASANNA)
JUDGE
RK
List No.: 4 Sl No.: 18