- 1 - NC: 2025:KHC:17655 WP No. 12610 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 29TH DAY OF APRIL, 2025 BEFORE THE HON'BLE MR JUSTICE H.T. NARENDRA PRASAD WRIT PETITION NO. 12610 OF 2025 (GM-CPC) BETWEEN: RAGHU RADHAKRISHNAN AGED ABOUT 58 YEARS DIRECTOR TMAXSOFT TECHNOLOGIES PVT. LIMITED R/ AT 105, CLOVER FIELDS 92/2 SEVAGANAPALLI VILLAGE KRISHNAGIRI DISTRICT HOSUR TALUK, TAMIL NADU- 635 103. …PETITIONER (BY SRI. K G RAGHAVAN, SENIOR COUNSEL FOR SRI.SUHAS C. S., ADVOCATE) AND: 1. TMAXSOFT TECHNOLOGIES PRIVATE LIMITED SOBHA ALEXANDRA PLAZA 3RD FLOOR, OFF MG ROAD 16/2, COMMISSARIAT ROAD BENGALURU 5600025 REGISTERED UNDER SECTION 7 OF THE COMPANIES ACT 2013. 2. TMAXSOFT CO., LIMITED OFFICE AT- TMAX TOWER, 45 JEONGJAIL-RO, BUNDANG-GU SEONGNAM-SI SOUTH KOREA, 13613 Digitally signed by HEMALATHA A Location: HIGH COURTOF KARNATAKA - 2 - NC: 2025:KHC:17655 WP No. 12610 of 2025 REP. BY ITS CEO MR HYONGYOUNG LEE 3. TMAXDATA CO., LIMITED OFFICE AT JEONGJAIL-RO BUNDANG-GU, SEONGNAM-SI SOUTH KOREA-13613 REPRESENTED BY CEO MR. SANG HUI KONG. …RESPONDENTS (BY SRI.KARAN JOSEPH., ADVOCATE FOR R2 & R3) THIS WRIT PETITION IS FILED UNDER ARTICLE 227 OF THE CONSTITUTION OF INDIA PRAYING TO ALLOW THE WRIT PETITION BY SETTING ASIDE/QUASHING THE IMPUGNED ORDER DATED: 17/04/2025 (ANNEXURE A) PASSED BY THE LEARNED XXXV ADDITIONAL CITY CIVIL AND SESSIONS JUDGE, AT BENGALURU (CCH-36) IN O.S. NO. 2754/2025 IN ACCORDANCE WITH LAW AND ETC. THIS PETITION, COMING ON FOR PRELIMINARY HEARING, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR JUSTICE H.T. NARENDRA PRASAD ORAL ORDER 1. The learned counsel for the parties have filed a Joint Memo of Settlement dated 28.04.2025. The petitioner is - 3 - NC: 2025:KHC:17655 WP No. 12610 of 2025 present before the Court. The contents of the joint memo is extracted hereinbelow: JOINT MEMO OF SETTLEMENT The Petitioner and Respondent Nos. 2 & 3 in captioned writ petition jointly submit as under: 1. The Petitioner and Respondent Nos. 2 and 3 (hereinafter collectively referred to as "the Parties") most respectfully submit this Joint Memo to place on record the settlement arrived at between them in the captioned writ petition and the subject matter suit. 2. The Petitioner had filed an original suit bearing O.S. No. 2754/2025 before the Hon'ble XXXV Additional City Civil and Sessions Judge, Bengaluru (CCH 36), seeking for the following reliefs: a. Declare the Requisition Notice dated 10/04/2025 as illegal, void, non-est and not binding on the Plaintiff. b. Declare the acknowledgment issued by Mr. Iksoo Kim vide email dated 10/04/2025 as illegal, void, unenforceable, non-est and not binding on the Plaintiff and the Defendant No: 1; c. Restrain the Defendants, its Directors,: Employees; Agents, Representatives or any other person/s acting or claiming through the Defendants from conducting the EGM; d. Permanent Injunction restraining the Defendants, its Directors, Employees, Agents, - 4 - NC: 2025:KHC:17655 WP No. 12610 of 2025 Representatives or any other person/s acting or claiming through the Defendants from removing the Plaintiff from the Directorship of the Defendant No:1 till conclusion of the Commercial Suit in Com. O.S. No: 1715/2024 which is pending adjudication before the LXXXIII Addi. City Civil and Sessions Judge, Commercial Court, Bengaluru (CCH-84); 3. The captioned writ petition arises out of the aforesaid suit between the parties. 4. Without admitting any of the allegations made against each other, and with a view to avoid protracted litigation, the Parties have arrived at this settlement on the following terms: i. The Petitioner agrees to call for and convene an Extraordinary General Meeting of Respondent No. 1 company on or before 23.05.2025 (23rd of May 2025) in accordance with law. ii. The agenda of the said EGM at 4(i) shall be restricted only to Items 1 to 4 of the requisition notice dated 10.04.2025 and Item No. 5 of the said notice (regarding removal of Petitioner as Director) shall not be taken up in the EGM in light of the following: iii. The Petitioner undertakes to voluntarily resign from the position of Director of Respondent No. 1 company with effect from16.06.2025 (16th day of June 2025 i.e., Monday). iv. The Petitioner shall conduct the affairs of company in the ordinary and usual course of business and incur expenses in the ordinary and usual course of business. There shall be no alienation of assets of the Respondent No. 1 Company or incur any expenditure subject to what - 5 - NC: 2025:KHC:17655 WP No. 12610 of 2025 is stated hereinabove, except the Company owned car bearing registration number KA 01 MW 7135. 5. The Parties confirm that they have entered into this joint memo of settlement voluntarily, without any coercion or undue influence, and after obtaining independent legal counsel and advice. 6. This settlement shall be binding on the Parties, their successors, assigns and legal representatives. Any breach shall entitle the aggrieved Party to approach this Hon'ble Court for appropriate remedies. 7. It is made clear that this settlement is confined only to the disputes covered by the writ petition and the suit. 8. In view of the foregoing, the Parties most respectfully pray that this Hon'ble Court may be pleased to: a. Take this Joint Memo on record; b. Permit the Parties to settle the disputes on the terms recorded herein; c. Dispose of the captioned writ petition and the subject original Suit as settled; and d. Pass such other orders as this Hon'ble Court deems fit in the interest of justice. Date: 28.04.2025 Bengaluru - 6 - NC: 2025:KHC:17655 WP No. 12610 of 2025 2. The said joint memo signed by the respective learned counsel for the parties is taken on record. 3. In terms of the Joint Memo of Settlement dated 28.04.2025, the writ petition is disposed of. 4. Accordingly, the suit i.e., O.S.No.2754/2024 on the file of XXXV Additional City Civil and Sessions Judge, Bengaluru, filed by the plaintiff does not survive for consideration and hence, the same is disposed of. Sd/- (H.T. NARENDRA PRASAD) JUDGE DM LIST NO.: 1 SL NO.: 22