Kerala High Court

Mr. Anil Chugh vs State Of Kerala on 8 September, 2023

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Cri. M.C. Nos.4G88 & 5178 of 2023

BBO ION 200 200.000 OR MRO SAAD ARS NINDS BOY G0 OOK OO JOE URN Ne OO O60: eat Re TI aE 200.

Dated this the o8* day of September, 2023

These two Criminal Miscellaneous Cases are connected and therefore, I am disposing of these two cases by a common judgment.

é. Petitioners in Cri.M.C.No.4088/2023 are accused Wos.3, 2 & 5 and the petitioners in Cri.M.C.No.5178/2023 are accused Nos. & 4 in Crime No.364/2023 of Perumbavoor Police Station. These two Criminal Miscellaneous Cases are fled to quash all further proceedings against the petitioners arising from Crime No.564/2023 of Perumbavoor Piice Station, Ernakulam Rural,

3. When these cases came up for

TLM.O Nos. d088 4 SETS af fara

consideration, the matter was referred for mediation and the Ernakulam Mediation Centre submitted that the dispute between the petiioners and the respondents are settled and a signed memorandum oF agreement under Section 89 of the Code of Civil Procedure r/w Rules 24 & 25 of the Civil Procedure (Alternative Dispute Resolution) Rules, 2008 was praduced. In the light of the ahove settiement, these Criminal Miscellaneous Cases can be closed quashing the proceedings pending before the Perumbavoor Police Station, Therefore, these Criminal Miscellanesus cases are disposed of In the following manner: i. All further proceedings against the petitioners in these Criminal Miscellaneous Cases arising from Crime No.564/2023 of Perumbavoor

Police Station, Ernakulam Rural are quashed.

i. The memorandum of agreement under

section 89 of the Code of Civil Procedure rfw Rules 24 & 25 of the Civil Procedure (Alternative Dispute Resolution}, Rules, 2008 signed by both parties In these Criminal Miscellaneous Cases will

form part of this order.

Sis P.V.KUNHIKRISNHNAN JUDGE

BEFORE THE HON'ELE NIGH COURT OF KERALA, . ERNAKULAM.

Cri.MC.Nos. 4088/2023 & 5178/2023

Ani Chugh and Ors wane Ratitioners Ys.

KR Rarnan and Ors . sane Respondents

MEMORANDUM OF AGREEMENT UNDER SECTION 89 OF THE CODE OF C'VIL PROCEDURE READ WITH RULES 24.8 25 OF

THE CIVIL PROCEDURE (ALTERNATIVE DISPUTE RESOLUTION), RULES, 2008

MEDLATION SETTLEMENT AGREEMENT

The parties above named submit as follows:

CriuMc 4088 of 2023 and CrLMC S178 of 2023 were referred to mediation for resolving the di ispute between the parties. Wipro

Enterprises Pvt Ltd, the employer of the petiioners in Cri MC. $088 of 2023, KX Karan Pyt ee Rinda Karnan and Renth Gopmath have also participated in the mediation. in the course of mediation, the disputes have wear resolved and all Have agreed to the follawing: .

TERMS AND CONDITIONS

1, RK Raman wil resign fram the directorship of KK Karran Pyt Ltd and he wil transfer his shares in KK Karnan Pyt itd to one af the shareholders, Binda Karkar.

hy in ee ee

KK Karnan ard Ammint Karnen agree to abide by the non-

compete clause in the Business Asset Acquisition Agreement dated OS" December S022 read with the Amendment to Business Assets Acquisition Agreement deted 24° january 2023 (hereinafter collectively referred to as the "Acquisition Aagreenmtent') in letter and spirit for a reduced term of three (3) years with effect from the date of this Settlement Agreenent

EE Karan and Armumini. Karman undertake fo campietely dissociate themselves from EE. Karnan Private Limited and

shall not declare themselves as creators or founders of, ar

being associated with, the "Bodhin!' brand in any public forum/ social medias press/ digital media etc, KX Karnan and Ammini Karman shall not, directly er indirectly, carticioatay assist/ engage' advise any person or enmity which deals in the business of the Categories within the Territories (as defined in the Acquisition Agreement):

. The Name of the company KE Rarnan Pvt Lid will be changed

to "Binds Kernan Private Limited" or to any other name not indicating any assaciation with KK. Xarnan, Anmini Karnan or

the 'Nirapare' brand. "4

Seemed

Upon change of name of 'KK Kaman Private Limited' in terms of Clause 4 hereinabove, Wipro Enterprises Pyt Ltd shall have ne oblection to the said company doing business in rice, rice powder, aickles, wheat, wheat products, ol wet croducts (idly batter, dosa batter, idiyvappam, porotts, chappathi, pac, appam etc.) under the brend name "Sodhin'. RE Karsan Private Linnited shall abide by the non-compete clause in the

Acquistion Agreement in-ietter and in spirit insofar as. it

relates to the sale of spices and spice powders for a period of 8 (8feen) months, fron the date of this settlement agreement. | |

Wipro Enterprises Pyt Lid, Mr Biju Karnan or any company in avhich Bau Raman is a director ar shareholder will not stake

amy ciahn over the brand "Bodhini' belonging fo EK Karnan Private Limited Ovhose name is to be changed to Binda Karnan Pyt Lic or any other name in ternis ef Clause 4 Nereinaboye}.

. On 8° September SO83 or on the next posted date after the

Parties Nave axecuted this Settiement Agreement, the parties shall intimate the Hon'ble High Court of Kerala at Ernakulam that the disputes between KK Karman Put Lid, Mr. KX Rarnan, Mrs Ammin) Rornan, iu Karnan and Wipro Enterprises Pyt Lid

have been resolved amicably upon executio on of this Settlement

Agresment, KK Karman and Ammini Karan shall submit befors the Hon'ble Nigh Court thet they Nave ne oblection to the Han'ble High Court of Kerala quashing the criminal proceedings pursuant to FIR Degring Crime No. S64/2025, pending against the officials of Wipro Enterprises Pvt Lid. Le., 1} Anil Chugh 2) Dnyanesh Sabnis and 3) S$. Ath Kumar. So also, the criminal proceedings against 1) Biju Rarnan and 2) Binu Gasan may be quashed.

8. The parhes agree that the following actions shall be completed within fourteen (14) working days fram the date on which the Hon'ble High Court of Kerale passes the order quashing the FIR ecainst An. Chugh. Doyenesh Sabnis, 4. Ath Kumar, Bilu Karnan and Binu Dasan

a. KK RKarnan shall transfer his shares in KE Karnan Private Limited to Binda Karnan.

b. RK Karnan shall resign as a Olrector frorn KK Rarnan Private Lamited.

c. RK Karnan Private Limited shell change Hs name as mentioned hereinabove, to Binda Karnan Pvt Gd ar such other name, not indicating any association with KK Karnan, AmmnH Rarnan or the 'Nirapara' brand. KE Karnan Private

\ Limlied or is office bearers shall not be held responsible "a A by Wiors En terprises Private Limited. in the event of any

third, _ Bar awing write up, Hterature. news or media

my x \

programme regarding Nirapara or KK Karnan in print or

visual media. in the event of any such publication, KK Karnan Private Limited shall take all active and necessary steps to inform any such third parties that KK Karnan Private Limited bas no connection with KE Kernan,

Amini Karnan and 'Nirapara' brand.

c. Sublect to completion of the actions at Clause & (9) ft {fc} nereinabove, Wipro Enterprises Private. Limited shall withdraw Com. AO AL Nol 2/s023 and Cam. Misc, No.44/2025 pending before the Hon'ble. Commercial Court at Sangeisre and the notice initiating arbitratian proceedings.

e. Wipro Enterprises Private Limited shall re-convey the Properties covered by. Sais Deed Nos. 2758 of £0e2 af SRO. Kollengade, 4009 of 2022 of SRO, Alathur and 4008 of 2022 of SRO, Alathur to KK Karan and Armin Raman, The cost of stamp duty for this transaction shall be bome by Mr Buu Rarnan.

9. Biju Karan shall pay a sum of Rs 5,93,11,0004 (Rupees Five Crore Ninety Three Lakhs Eleven Thousand only) fo K.K karnan and Ammini | Karman by ES" June 2024. In the event that Winro Enterprises Private Uimited pays any additional consideration for acquisition of the 'Nirapara' brand (if the same is payable aS per the form ug in the Arauls tian Agreement) fo KR Group

af Campanies, Wipro EniSr RSS | Pyt Lid shall give notice of not fess than seven (7) days to K..K. Karnan, through email writing, about such oroposed payment. if is agreed hereby that the obligation of Wipro Enterprises Private Limited is only to keep Mr. KURO Karnen infermed about such payment of additional consideration if any and Wipro Enterprises does not and shall not assume any obligation of abovementioned payment of this amount to KE Karnan or any other person on ms behall, .

iO. . if is clarified that Winroe Enterprises Private Limited shall mot be Hable far any default by Mr Biju Karman to pay the aforesaid sum of Rs. 5,953,211 0006 (Rupees Five Crom Ninety Three Lakhs Eleven Thousand only). and al claims for payment of the same shall le against Mr Silu Karnan solely. Any default by Mn Biju Rarnan shall net exempt or release Mr. Ko R. Karman, Mrs. Aramini Karnan. ELK. Karnan frivate Limited, Mrs, Binda Karnan and Mr. Renith Gopinath from any ef ther obligations hereunder, and the said parties shal

continue to be Hable to fulfil and abide by the same.

Li. The ternys of the Acquisition Agrement shall remain valid, subsisting and unsitered except to the extent what has been stated herein. Mr RX. Karnan and Mrs. Ammini Karnan agree to fully abide by the Acquisition Agreement along with this settement Agreement. The cause on Seine resoigthion and

this Settlement Agreement by reference and any disputes arising under this Settlement Agreement shall be referred for arbitration in ferms of Clause 1 of the Acquisition Agreement,

iz. YRat the parties to This Settiement Agreeme ant Baree that all disputes amongst the parties that are sublect matter of Crime No.S64/2023, Cr. MC No.4088/2023, Cr. MC No S178s/e0e3, Cam, A. Ao No.lyase0S3 and Com. Misc. No 44/2095 stand fully and finally setted by way of this Setiement Agreement Mr KE. Rarnan, Mrs. Amumial Rarnan, KK Karnan Private Limited, Ms. Binda Karman, and Mr, Ranit Gepineth, either themselves and/or th wough any other person, undertake not to initiate any legal proceedings against Wipro Enterprises Srivate Limited and/or its officers' directors in relation to the Acquisition Agreement and further undertake not to question the existence and execution of the Acquisitian Agreement and all the causes thereunder, Parties wil appear before the Man'ble Court on the date on which the cases are posted for passing Orders in terms of the above said Agreement.

Sinda Karnan an her

an hahah of Wipro Nex ee behalf and an behalf Pyt Ltd | | OF K.K Karman Pyt Lid

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4 ARF -- SHAIAAD. S Counsel for the Respongents Kat?) ROL