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TMI Blog2020 (2) TMI 1395X X X X Extracts X X X X X X X X Extracts X X X X ..... f the litigation. The Applicants/Petitioners have made a case prima-facie for grant of ad-interim injunction in relation to 7 acres of land, the balance of convenience is in favour of the Applicants/Petitioners and in case ad-interim injunction is not granted, till the outcome of the application filed under Section 8 of the Arbitration Act, by the Respondent, the first Respondent Company and its Shareholders will lose the property. Therefore, issuance of ad-interim injunction is necessary to protect the right of the Applicants/Petitioners, the Company, and its Shareholders, which will not cause prejudice to the respondents in any way. The Company Petition No. 94 of 2019 has been filed under Section 241 r/w 242 of the Companies Act, 2013, in which, the Respondents have filed an application under Section 8 of the Arbitration Act, for referring the matter to the Arbitrator, which is yet to be decided, However, under Section 242 (4) of the Companies Act, 2013, this Tribunal on application of any party to the proceedings is empowered to make any 'Interim Order' which it thinks fit for regulating the conduct of the Company's affairs upon such terms and conditions which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctors of the first Respondent Company vide their meeting held on 13.04.2019, under agenda item No. 14K has recorded that the registration of 7 Acres of land is in the name of the first Respondent Company and the beneficial owners are Vipul Ltd., and M/s. Karamchand Realtech Private Limited. However, the fact with regard to beneficial ownership is denied by the Applicants/Petitioners. 3. In CP No. 94/2019 the applicants/petitioners prayed for interim prayer(s) which is as follows. To pass as interim Order w.r.t the Board Resolutions dated 13.04.2019 authorising Respondent No. 2,3,7, 8 to deal with the 7 Acers of Land purchased vide Sale Deed No. 3543 dated 12.05.2006 ( that any right) not to be exercised by Respondents in any manner till the pendency of the Petition. 4. The applicants/petitioners in the main reliefs of the Company petition at Sl. No. X Y has challenged the Board Resolution dated 13.04.2019 or such similar resolutions authorizing Respondents No. 2, 3, 7 and 8 to deal with 7 acres of land, and declare the same as illegal, unlawful and void ab initio. 5. The Counsel for the Applicant submitted that 7 acres of land purchased through Sale Deed No. 3543 da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... operate for a period often days from the date of the order i.e. 09.01.2020. 8. The Ld. Counsel for Respondent No. 1 2 submitted that the period of ten days has already been expired and the Applicants/Petitioners are not entitled to seek the ad-interim injunction again by filing repeated applications. The Ld. Counsel for Respondent No. 1 2 has made a reference to the JDCA dated 29.08.2006, which has been entered into between M/s. Solitaire Ventures PTE Limited and M/s. Solitaire Capital India and Solitaire Buildmart Private Limited and M/s. Vipul SEZ Developers Private Limited (first Respondent Company). 9. The Ld. Counsel for Respondent No. 1 2 has further referred to CP-94 of 2019 and submitted that 7 Acres land purchased under Sale Deed No. 3543 was the part of the JDCA Project land, however, subsequently, an Memorandum of Understanding (hereinafter referred as MoU ) dated 13.09.2008 was signed by 12 parties, by which, the project land under Agreement dated 29.08.2006 was revised and 7 acres of land did not form part of the said project. He has referred the recitals of the MoU dated 13.09.2008, which provide that the parties to the MoU agreed that any piece and parc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h may be entered into by the Company, if such member is a related party. 11. The Ld. Counsel for Respondent No. 7 8 has also resisted the application filed by the Applicants/Petitioners on the grounds that the Resolution passed by the Board of directors of first Respondent Company on 13.04.2013, is valid and the Board has the authority to do so. It is further submitted by the Ld. Counsel that Mrs. Guninder Singh, Director of the first Respondent company was authorized to sign and execute the necessary documents on behalf of the first Respondent Company in relation to the land of the company vide Resolution dated 13.06.2008 and there is no illegality as is alleged by the Applicants/Petitioners in the Company Petition No. 94 of 2018. 12. The Ld. Counsel for Respondent No. 7 8 also referred to the Judgment of the Hon'ble Supreme Court passed in Arjun Singh vs. Mohindra Kumar Ors., Reported in (1964) 5 SCR 946, wherein under Para 14, it has been observed that the Interlocutory Orders are of various kinds, some like Orders of Stay, Injunction or Receiver are designed to preserve the status quo pending litigation and to ensure that the parties might not be prejudiced by t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ss, which eventually will lead to multiplicity of the litigation. 16. The Applicants/Petitioners have made a case prima-facie for grant of ad-interim injunction in relation to 7 acres of land, the balance of convenience is in favour of the Applicants/Petitioners and in case ad-interim injunction is not granted, till the outcome of the application filed under Section 8 of the Arbitration Act, by the Respondent, the first Respondent Company and its Shareholders will lose the property. Therefore, issuance of ad-interim injunction is necessary to protect the right of the Applicants/Petitioners, the Company, and its Shareholders, which will not cause prejudice to the respondents in any way. 17. Further, it is necessary to note that earlier an ad-interim injunction granted by this Tribunal vide order dated 09.08.2019 expired on the date of disposal of the Application, which was pending before the Ld. Arbitral Tribunal. Further, the ten days' Stay granted by the Hon'ble Supreme Court has also got expired. Therefore, there is a change in the circumstances and new situation emerged, due to which the Applicants/Petitioners, have approached this Tribunal to seek ad-interim injun ..... X X X X Extracts X X X X X X X X Extracts X X X X
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