( 1 ) LEAVE granted in both the petitions.

( 2 ) THE property known as Saj Resorts, the land and building along with running business, at Mahableshwar, a hill station in the State of Maharashtra, is the subject-matter of the present litigation. The property was owned and operated as a running hotel by M/s Saj Hotels Pvt. Ltd. , a private limited company, hereinafter referred to as "the respondents" for short. Latim lifestyle and Resorts Ltd. (hereinafter referred to as "the appellants" for short) entered into a memorandum of understanding with the respondents whereby the respondents agreed for sale of the land and building known as saj Resorts at Mahableshwar as a going concern through the mode of transfer of shares. The appellants purchased 33. 33% shares of the respondents for a consideration of Rs 1,50,00,000. The possession of Saj Resorts was delivered to the appellants. Day-to-day management of affairs of Saj Resorts was taken over by the appellants and the respondents agreed not to interfere therein. On 27-11-1996 the parties agreed for the transfer of the remaining 2/3rd shareholdings of the respondents to the appellants, as per certain terms and conditions mutually agreed u