2023 (1) TMI 1036 - SC - Indian Laws

Vacation of order restraining the transfer, selling or alienating of 11 properties purchased by a consortium of six land-owning companies - HELD THAT - While passing an order of injunction, the Courts are required to be guided by the principles of prima facie case, balance of convenience and irreparable injury. We find that, assuming for a moment that the respondent Nos. 1 and 2 along with the other claimants have a claim of around Rs.31 crores, the entire project in an area of 115 acres cannot be stalled. If the Division Bench of the High Court found that, there was a prima facie case in favour of the respondent Nos. 1 and 2, they could have passed an appropriate order to protect the interests of the said respondents rather than stalling the entire project. It is further to be noted that the audit report dated 16th January 2023 of Ellahi Goel Co., Chartered Accountants would reveal that an amount of Rs.66.18 crores has been received by A.R. Developers Private Limited as sale consideration of shares of AERENS ENTERTAINMENT ZONE LIMITED from Mondon Investments Ltd. It is further to be noted that part of the amount received by A.R. Developers Private Limited has been used to pay Rs.52.76 crores to the consortium of six land-owning companies as Advance against Future Projects . A blanket order directing maintenance of status quo in respect of the all 11 properties admeasuring 115 acres is not justified. If such an order is allowed to continue, it will cause irreparable injury to the appellant and the respondent No.4 inasmuch as the entire development would be stalled - Appeal allowed in part.

Summary

Issues Involved:
1. Legality of the Division Bench's order restraining the transfer, selling, or alienation of properties.
2. Validity of the Single Judge's vacation of interim orders.
3. Applicability of Sections 339, 340, 342, and 347 of the Companies Act, 2013.
4. Protection of the interests of the respondent investors.
5. Impact of the audit report on the case.

Detailed Analysis:

1. Legality of the Division Bench's Order:
The Division Bench of the High Court of Delhi had restrained the consortium of six companies from transferring, selling, or alienating 11 properties. This decision was challenged by the appellant, who argued that the Division Bench's finding that the properties were purchased through the funds of respondent No.3 (the company under liquidation) was erroneous. The Supreme Court found that the blanket order of status quo on all 11 properties was not justified and would cause irreparable injury to the appellant and respondent No.4, as it would stall the entire development project. Instead, the Court directed that the interests of the respondents could be protected by an undertaking from the appellant and respondent No.4 not to create third-party rights in specific properties.

2. Validity of the Single Judge's Vacation of Interim Orders:
The Single Judge had vacated the interim orders restraining the transfer of properties and directed an audit of respondent No.3's accounts. The Division Bench's reversal of this decision was found to be overly broad. The Supreme Court held that the Single Judge's approach of allowing the audit to proceed while protecting the interests of the respondents through potential future applications was more balanced.

3. Applicability of Sections 339, 340, 342, and 347 of the Companies Act, 2013:
The appellant argued that under Section 339, the Company Court could only pass orders concerning the properties of the directors, managers, or officers of the company under liquidation, or any person knowingly involved in the business of the company. The Supreme Court did not delve deeply into the legal issues raised under these sections, focusing instead on the practical implications of the orders.

4. Protection of the Interests of the Respondent Investors:
The respondents claimed that their investments were defrauded, and the Division Bench aimed to protect their interests by restraining the transfer of properties. The Supreme Court acknowledged the respondents' claims, which amounted to approximately Rs.31 crores, but found that stalling the entire 115-acre project was disproportionate. The Court proposed a more tailored solution, requiring an undertaking from the appellant and respondent No.4 to safeguard specific properties.

5. Impact of the Audit Report on the Case:
The audit report revealed significant financial transactions involving the consortium of six land-owning companies and A.R. Developers Private Limited. The Supreme Court noted that the audit findings supported the need for a more nuanced approach rather than a blanket status quo order. The Court directed that the final audit report should inform the Single Judge's final orders regarding the properties.

Conclusion:
The Supreme Court partly allowed the appeal, set aside the Division Bench's order, and directed the appellant and respondent No.4 to file an undertaking not to create third-party rights in specified properties. The final orders regarding these properties would be determined by the Single Judge after considering the final audit report. The Court emphasized the need for expedited resolution of the matter within one year. There were no orders as to costs, and pending applications were disposed of.