parties to the dispute have conjointly filed the terms of settlement which, inter
5. It has been agreed and accepted by both the parties that the
respondent shall pay a one-time lump sum amount of Rs. 3,34,00,000/-
(Rupees Three Crores and Thirty-Four Lakhs only) to the petitioner in full
and final settlement of all alleged claims, counter-claims, rights, and/or
entitlements of both the parties against each other (hereinafter referred
to as the 'Settlement Amount'), which shall be paid by the respondent to
the petitioner in the manner provided herein below.
6. It has been agreed and accepted by both the parties that these Terms
of Settlement will be signed and executed by the authorised
representatives of both the parties and their respective Advocates before
the Hon'ble Calcutta High Court and thereafter, these Terms of
Settlement will be presented before the Hon'ble Calcutta High Court
jointly at the time of hearing. The Demand Draft No. 818715 dated
28.01.2026, drawn on HDFC Bank Bank, Aura Centre Andheri Branch,
payable at Kolkata in favour of the petitioner for an amount of Rs.
3,34,00,000/- (Rupees Three Crores and Thirty-Four Lakhs only)
towards the aforesaid full and final Settlement Amount will be handed
over to the petitioner by the respondent before the Hon'ble Court at the
time of hearing with a joint prayer before the Hon'ble Court to record the
payment of the said Settlement Amount by the respondent to the
petitioner and dispose of GA No. 5 of 2018 (Old No,: G.A. No. 2507 of
2018) and GA No. 6 of 2018 (Old No,: G.A. No. 2508 of 2018) pending in
A.P. No. 44 of 2018, in accordance with the instant Terms of Settlement.
The petitioner shall not encash the Demand Draft until and unless the
petitioner has filed and completed the withdrawal of the proceedings to
the satisfaction of the respondent. The petitioner shall indemnify and
hold harmless the respondent and its affiliates from all losses, costs,
and expenses (including legal fees) arising from any breach of this
undertaking.
7. Upon signing of these Terms of Settlement and consequential
payment of the Settlement Amount:-
(a) Either party shall have no further claims/demands/ cause of action,
(whether civil or criminal) whatsoever in respect to any transaction,
against the other party оr its respective Directors, Officers, affiliates etc.
(b) The Petitioner shall immediately, unconditionally and unequivocally
withdraw all the Civil Proceedings, Criminal Proceedings/ Complaints
filed by it against the respondent and / or its Directors or its officers or
affiliates etc., including withdrawing all the legal notices sent by the
petitioner against the respondent and / or its Directors/ Officers/
affiliates. Similarly, all civil proceedings, and / or any other proceedings
of any kind, initiated by the respondent against the petitioner shall
unconditionally be withdrawn by respondent simultaneously with the
withdrawal of all legal proceedings filed and/or initiated by the
petitioner.
'proceedings' referred to in this clause, shall be deemed to include all the
on-going legal proceedings as set forth in Schedule 'A' of these Terms of
Settlement.
(c) Both the parties undertake not to further file or further initiate and/or
to withdraw, if already filed / initiated, any civil, criminal and / or any
other legal proceedings under any law for the time being in force,
against each other or its respective directors or its officers or affiliates
etc.
8. It is expressly agreed between the parties that the ambit of these
Terms of Settlement also extends before any other court / forum where
any other proceedings in respect of the dispute may have been pending
between the same parties (including their directors and / or officers or
affiliates) under the same cause of action. In this regard, the parties
shall file these Terms of Settlement as a record of full and final
settlement between the parties before any other court / forum / tribunal
/arbitrator where any other proceedings in respect of the dispute
(whether civil or criminal) that may have been raised and are pending,
and to pray that a decree be drawn and/or order be passed as per the
terms and conditions set out in these Terms of Settlement.
9. It is further agreed between the parties that if any of the parties
violates any of terms of these Terms of Settlement, the other party will
be entitled to take all necessary or required legal recourses available in
law against the violating/ defaulting party, including but not limited to
initiating any civil proceedings or any criminal proceedings or any
contempt proceedings. In such a case, both the parties shall also be
entitled to bring these Terms of Settlement to the notice of any court /
tribunal / regulatory authority or enforcement agency, against whom a
party may have filed any case or any complaint in violation of these
Terms of Settlement.
10. The present Terms of Settlement are being executed by the parties
with their respective free consent, will and accord. These Terms of
Settlement shall become binding on the parties and shall become
enforceable immediately upon execution of these Terms of Settlement
and payment of the Settlement Amount as on aforesaid.
11. The parties respectively represent to each other that they have full
power, authority and capacity to perform and comply with these Terms
of Settlement and the order to be passed by this Hon'ble Court in terms
hereof.
12. The parties agree that these Terms of Settlement are entered into in
connection with the compromise of alleged disputes including without
limitation claims, counterclaims, rights, and/or entitlements of both the
parties against each other. It is not and shall not be represented or
construed by any party, their affiliates or by any other person or entity,
as an admission of liability or wrongdoing on the part of any party to
these Terms of Settlement or any other person or entity.
13. The parties covenant and agree on their own behalf and on behalf of
its affiliates not to sue, commence, voluntarily aid in any way, prosecute
or cause to be commenced, voluntarily aided or prosecuted against any
other party or any of its affiliates any action, suit or other proceedings
after the full and final settlement as agreed under these Terms of
Settlement. In the event that any such action is commenced by a party
or its affiliate, such party agrees to take any and all steps within its
power to cause such action to be immediately withdrawn and shall
indemnify the other party for any costs incurred in connection with such
action.
14. These Terms of Settlement shall be binding upon and inure to the
benefit of the parties and any subsequent successors in title and
assigns. The petitioner warrants that Terms of Settlement binds the
petitioner. The petitioner covenants that none of them shall, directly or
indirectly, initiate or support any claim or proceeding against the
respondent or its affiliates in relation to this Terms of Settlement. The
petitioner shall indemnify and hold harmless the respondent and its
affiliates from all losses, costs, and expenses (including legal fees)
arising from any breach of this undertaking. This indemnity is joint and
several, a primary obligation of the petitioner, and shall survive
payment of the Settlement Amount and termination of these Terms of
Settlement.
15. Any amendment, modification or discharge of these Terms of
Settlement shall be valid and binding only if it is set forth in writing and
duly executed by both the parties hereto.
16. The parties hereto shall bear their respective costs in the instant
proceedings and all other legal proceedings, including the proceedings
mentioned in 'Schedule-A' hereto."
Pursuant to the above terms of settlement, the Respondent, namely, DP
World Multimodal Logistics which was formerly known as Kesar Multimodal
Logistics Limited being the respondent have drawn a demand draft to the
extent of Rs. 3,34,00,000/- (Rupees Three Crores and Thirty-Four Lakhs only)
in favour of the petitioner, namely, Premco Rail Engineers Limited through
HDFC Bank Limited dated 28th January, 2026 being Number 818715. Let a
copy of the demand draft be kept on record.
In view of the terms of settlement, the demand draft as aforesaid had
been handed over by the Learned Advocate representing the Respondent to the
Learned Advocate representing the Petitioner who received the same in open
Court. The issues agitated by and against the parties are resolved to a logical
and legal end.
Under such circumstances, the instant applications being GA/5/2018
and GA/6/2018 as well as AP/44/2018 are disposed of.
The Learned Advocate representing the Petitioner is to take necessary
steps in withdrawing AP-COM/162/2024 in terms of the amicable settlement
as enumerated in the terms of settlement between the parties.
(ANANYA BANDYOPADHYAY, J.)
A Dey/JM
