9911796707
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Issues Involved:
1. Default by the plaintiff and defendant No.3 in raising the security cover. 2. Plaintiff's locus standi to file the suit. 3. Defendant No.1's right to invoke the pledge and appropriate the security without notice under Section 176 of the Contract Act, 1872. Detailed Analysis: Issue 1: Default by the Plaintiff and Defendant No.3 The court examined whether the plaintiff and defendant No.3 defaulted by not raising the security cover as per the contract. Clause 13.1 of the Facility Agreement and Clause 4.2 of the Non-Disposal and Escrow Agreement (NDEA) were critical in determining this. The court found that the security cover was not raised to the required level despite multiple notices, constituting an event of default under the agreements. Consequently, the defendant No.1 had the right to call upon the borrower to repay the loan and enforce the security, as per Clause 14.1 of the Facility Agreement. Issue 2: Plaintiff's Locus Standi The court addressed whether the plaintiff had the standing to file the suit. The plaintiff, as a shareholder of defendant No.4 and a party to the NDEA, was found to have a direct interest in the pledged shares. The court noted that the plaintiff's obligations under the NDEA linked it to the Facility Agreement, making it a joint promisor with defendant No.3. Thus, the plaintiff had the locus standi to maintain the suit and was entitled to notice under Section 176 of the Contract Act, 1872. Issue 3: Defendant No.1's Right to Invoke the Pledge and Appropriate Security Without Notice The court examined whether defendant No.1 could invoke the pledge and appropriate the security without issuing a notice as required under Section 176 of the Contract Act, 1872. The court emphasized that the notice requirement under Section 176 is mandatory and cannot be waived by contract. The sale of shares without notice to the plaintiff was deemed invalid. The court held that the defendant No.1's actions of selling the shares to itself and appropriating the proceeds without notice amounted to forfeiture, which is impermissible under the law of pledge. Conclusion: 1. Default: The plaintiff and defendant No.3 were found to be in default for not raising the security cover as stipulated in the agreements. 2. Locus Standi: The plaintiff had the locus standi to file the suit as a joint promisor and a party to the NDEA. 3. Notice Requirement: The defendant No.1's sale of shares without notice was invalid. The defendant No.1 remains a pledgee of the shares and must issue a notice before any future sale. Orders: - The actions of defendant No.1 in appropriating shares without notice were invalid. - Defendant No.1 must issue a notice under Section 176 before selling any pledged shares in the future. - The plaintiff or defendant No.3 can redeem the shares upon receiving notice. - For shares already sold without notice, the plaintiff may seek remedies under the law of torts. The court disposed of the interim application with these directives and emphasized that these findings are tentative and will not affect the final decision of the suit.
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