Judgment : 1. This Civil Suit was referred for mediation to the Tamil Nadu Mediation and Conciliation Centre, High Court of Madras, by the order of this Court, dated 25.2.2014. 2. A communication, dated 2.4.2014, of the Tamil Nadu Mediation and Conciliation Centre, High Court of Madras, enclosing a copy of its Mediation Report, dated 12.3.2014, has been received, and in the said Mediation Report, it is stated as follows:- "Both the parties appeared before the Centre along with their Counsel. Matter has been settled between them as per the terms cited in the Memorandum of Compromise enclosed. Hence the matter is sent back to the Hon'ble Court." 3. As the parties have arrived at a settlement in terms of the Memorandum of Compromise, dated 14.2.2014, this civil suit is listed for passing orders in terms of the said Memorandum of Compromise. 4. The Memorandum of Compromise, dated 14.2.2014, signed by the parties and the counsels appearing for the plaintiffs and the defendants, reads as follows:- "MEMORANDUM OF COMPROMISE It is respectfully submitted that at the instance of well wishers the Plaintiffs 1 & 2 and the contesting Defendants 1 & 2 have decided to amicably settle the above Suit and the Counter claim thereto on the following terms and conditions:- "1. The plaintiff has decided not to press for any relief against the 3rd Defendant and the said Defendant may be deleted from the array of parties to this suit. Upon the passing of the decree by this Hon'ble Court in terms of this Memorandum of Compromise, the 1st and 2nd defendant agree to pay an amount of Rs.20,00,000/-(Rupees Twnety Lakhs only) to Mr.Ashwani Khurana (the erstwhile partner and CEO of the 1st Plaintiff firm) in full and final settlement of the above suit claim, counter claim and other claims, either fructified or otherwise of the Plaintiffs, as on the date of signing of the memorandum of compromise. 2. It is understood between the parties that the amount being paid by the 1st and 2nd Defendant as stated in clause (1) above is the net amount agreed to be payable / receivable by the parties and is arrived at as a settlement figure by considering all the claims / counter claims and other claims if any between them. 3. It is understood between the parties that the amount being paid by the 1st and 2nd Defendant as stated in clause (1) above is the net amount agreed to be payable / receivable by the parties and is arrived at as a settlement figure by considering all the claims / counter claims and other claims if any between them. 3. It is agreed between the parties and the signatories to this Memorandum that the Defendants 1 and 2 have consented to this Memorandum of Compromise only in the event of and subject to the following being undertaken by the respective parties / persons so mentioned; a. Mr.Ashwani Khurana, s/o.Mr.Iqbal Chand Khurana, the erstwhile partner and CEO of the Plaintiff No.1 firm will also be a co-signatory to this Memorandum of Compromise. In terms of the Settlement deed dated 5th May 2013 (in particular paragraph 2 thereof), as amended by the Addendum dated 9th May, 2013, Mr.Ashwani Khurana has been authorized by the partners of the 1st Plaintiff to settle all disputes with the 2nd Defendant. The said Settlement deed dated 5th May 2013 and the Addendum dated 9th May, 2013 have been taken judicial notice of by the Award dated 8th July, 2013 passed by Justice (Retd.) V.S.Aggarwal (Sole Arbitrator in the pending dispute between the partners of the 1st Plaintiff and Mr.Ashwani Khurana whereby the settlement terms have been acknowledged and sanctioned. b. The parties acknowledge that all the present partners of Plaintiff No.1 i.e. K & Co. have as a token of giving consent signed a separate Memorandum authorizing and confirming Mr.Ashwani Khurana's participation in the terms and conditions contained in the present Memorandum of Compromise on behalf of the 1st Plaintiff. Additionally, all partners of the Plaintiff No.1 will also sign this Memorandum of Compromise confirming their consent and agreement to the terms of this Memorandum. c. The Settlement Deed dated 5th May 2013 and Addendum deed dated 9th May 2013 will be annexed to this Memorandum and their lawful existence and execution be considered as integral to this Memorandum of Compromise by the Defendant No.1 and 2 and forming an essential basis of their consent to this Memorandum of Compromise. Further, a copy of the Award dated 8th July, 2013 as amended on 16th July 2013 passed by Justice (Retd.) V.S.Aggarwal shall also be annexed to this Memorandum of Compromise. Further, a copy of the Award dated 8th July, 2013 as amended on 16th July 2013 passed by Justice (Retd.) V.S.Aggarwal shall also be annexed to this Memorandum of Compromise. d. The 2nd Defendant shall transfer the property situated at No.24 – 33 Part, First Floor, Dr.Rajendra Prasad Road, Coimbatore – 641 012 held in the name of Mrs.Chrystal Dhamija (wife of 2nd Defendant) to Mr.Ashwani Khurana (the erstwhile partner and CEO of 1st Plaintiff) or any individual / company or the entity nominated by him in writing upon the passing of the decree by this Hon'ble Court in terms of this Memorandum of Compromise. e. The Stamp duty, registration charges and any other charges (if any) relating to the said transfer as also Capital gains tax (if any) arising on such transfer by Mrs.Chrystal Dhamija and any other taxes / duties / levies on such transfer shall be borne by Mr.Ashwani Khurana, who shall in turn obtain an undertaking from the 1st plaintiff and all its partners to the effect that all monies ever lent to Mrs.Chrystal Dhamija, either for the purchase of the said Coimbatore property or otherwise, shall be deemed to have been returned in lieu of the property aforesaid being transferred to Mr.Ashwani Khurana. Additionally and consequently, the loan account in this respect reflected in the books (including any incidental account related thereto such as that of interest, costs, expenses, fees, etc.) of the 1st Plaintiff shall be treated as closed and no further claims of the Plaintiffs shall lie either against the Defendants or against Mrs.Chrystal Dhamija in respect of the said loan account. 4. The possession of the property at “Veera Towers” 93 E & 93 F, Dr.Krishnaswamy Road, Coimbatore – 6431 001 belonging to the 1st Plaintiff has already been handed over by 2nd Defendant to Mr.Ashwani Khurana on behalf of the Plaintiffs to the complete satisfaction of Mr.Ashwani Khurana and the Plaintiffs and the parties agree that no claims survive in respect of the said property against the Defendants. 5. 5. The parties hereto agree that in the event there is any further claim of arrears of sales tax by the Defendant No.3 upon the Defendant No.1 or 2 in respect of their transactions with the Plaintiff No.1 for any year in respect to matters covered in the instant suit or counter claim thereto or any or all ancillary or incidental matters will be entirely settled by Mr.Ashwani Khurana. In the event any liability is fastened either on Defendant No.1 or Defendant No.2 by the Defendant No.3 then the same shall be borne / reimbursed by Mr.Ashwani Khurana without any undue delay and the Defendant No.1 and / or Defendant No.2 shall be indemnified by Mr.Ashwani Khurana to such extent. For the removal of doubts it is clarified and is understood by the parties that the liability of sales tax, if any, raised by the Defendant No.3 would be borne / reimbursed by Mr.Ashwani Khurana only if the said liability pertains to the transactions of the Defendant No.1 and 2 with the Plaintiffs. 6. It is specifically agreed between the parties to this Memorandum of Compromise that none of the parties shall have any further claim(/s) against each other, either fructified or otherwise, in respect to matters covered in the instant suit or counter claim thereto or any or all ancillary or incidental matters in relation thereof. 7. Mr.Ashwani Khurana has also signed this Memorandum of Compromise as a token of his acceptance and consent for the above terms to be recorded by this Memorandum of Compromise. 8. The Defendant No.1 and 2 have made it clear and the plaintiffs and other signatories to this Memorandum of Compromise acknowledge and accept that the consent of the Defendant No.1 and / or 2 to this Memorandum shall not be considered or construed as acceptance or acquiesce to any liability whatsoever which in the event of this Memorandum not having been consented to would not be enforceable against the Defendant No.1 and / or 2 either by the operation of law or otherwise for any reason whatsoever. However, this MOU/Settlement shall be abided by all the parties and in case of non compliance by any party the same shall be enforced by filing execution petition of decree obtained on the basis of this compromise/MOU. 9. However, this MOU/Settlement shall be abided by all the parties and in case of non compliance by any party the same shall be enforced by filing execution petition of decree obtained on the basis of this compromise/MOU. 9. For the purpose of clarity and to avoid any doubts in future, the parties understand and acknowledge that the name of the Defendant No.2 i.e. Mr.Jagesh Dhamija, also known as J.Bubli has been wrongly stated as Mr.Jagdish Dhamija as Defendant No.2 and the Proprietor of Defendant No.1. The parties to the suit and the signatories to this Memorandum of Settlement acknowledge and accept that the reference to Mr.Jagdish Dhamija or J.Bubli either in the suit or the counter-claims or in this Memorandum of Settlement or any other documents in relation to the aforesaid disputes shall be understood as referring to Mr.Jagesh Dhamija only. In view of the above, the parties to this Memorandum pray that a decree may be passed by this Hon'ble Court in terms of this Memorandum and direct the parties to carry out their respective obligations in terms of the stipulations recorded in this Memorandum of Compromise and pass any other order this Hon'ble Court may deem fit in the facts and circumstances of the instant case.” 5. In terms of the settlement arrived at between the parties, which is recorded under the Memorandum of Compromise, dated 14.2.2014, and in terms of the Mediation Report, dated 12.3.2014, before the Tamil Nadu Mediation and Conciliation Centre, High Court of Madras, this suit is decreed, recording the terms of the Memorandum of Compromise, dated 14.2.2014. The terms of the Memorandum of Compromise, dated 14.2.2014 and the Mediation Report of the Mediation Centre, dated 12.3.2014, shall form part of the decree.