IMPORTANT POINTS
Jurisdiction of the Civil Court being plenary in nature, it will have jurisdiction to try all types of suits unless the same is ousted, expressly or by necessary implication.
Orders of the court are issued to be complied with and a court does not lack power to ensure the compliance by appropriate proceedings.

Headnote:(a) Administration of justice – Judicial propriety – High Court granting interim injunction on transfer of the property to anybody without disclosing the rights of the applicants – Yet IFCI and TFCI, bound by the interim injunction, transferring the property to the Robust Hotels without disclosing the rights of the applicant to receive Rs. 15.12 Crores from the owner – Division Bench of the High Court rightly directing 1st and 2nd Respondent, i.e., erstwhile owner and 8th Respondent Robust Hotels to deposit the sum of Rs. 15.12 Crores. (Para 28, 29, 34, 42)
       (1996) 4 SCC 622; (2016) 9 SCC 44 – Relied upon
       AIR 1975 Madras 270 – Cited with approval
       1985 All England Report 211 – Referred
       (b) Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002 – Section 34 – Jurisdiction of Civil Court is plenary in nature – It will have jurisdiction to try all types of suits unless the same is ousted, expressly or by necessary implication – Jurisdiction of the civil court is ousted in matters in which Debt Recovery Tribunal or Appellate Tribunal is empowered by or under the Act to determine. (Para 30, 32)
       (2009) 8 SCC 646 – Relied upon
       (c) Administration of justice – Judicial propriety – High Court presuming that its order may not be complied with, directing 'if the condition of deposit as ordered by this court has not complied with by either of the parties....', interim injunction, restraining the 8th Respondent' – Held unnecessary – Orders of the court are issued to be complied with and a court does not lack power to ensure the compliance by appropriate proceedings. (Para 43)
       (d) Administration of justice – Judicial propriety – High Court granting interim injunction on transfer of the property without disclosing right of EIH to receive a sum of Rs.15.21 Crores – Yet the respondents transferring the property to Robust Hotels without disclosing rights of EIH – Division Bench of High Court directing the owner and Robust Hotels to deposit the sum of Rs.15.21 Crores – The purchaser operating the hotel and creating third party rights – EIH further seeking interim injunction on operation of the hotel and declaration that the transfer was null and void – Division Bench of High Court having already made substantial justice, rightly refused the injunction prayed for. (Para 47)
       Facts of the case:
       Civil Appeal Nos.......Of 2016 (Arising Out of SLP(C)Nos. 2341011 of 2011)
       On 26.10.1988 EIH entered into 'Technical Services Agreement' (TSA) with one Balaji Construction (P.) Ltd., predecessors-in-interest of the 3rd Respondent Balaji Hotels & Enterprises Ltd. (BHEL). The agreement provided that EIH would provide its technical knowledge and skill required for operation of hotel, which was being constructed by BHEL. Another agreement on January 12, 2000 was entered between BHEL and EIH, wherein it was recorded that on the request of BHEL, EIH paid Rs. 9 Crores to the BHEL by way of financial accommodation which was used for construction of hotel. By supplemental agreement dated June 10, 2000, it was recorded that in total Rs. 15 Crores 12 Lacs have been received by BHEL, repayment of which is to be made within 24 months from the date of the principal agreement dated 12th June, 2000.
       The amount could not be repaid hence another agreement was entered between EIH and BHEL on 4th February, 2002 recording that EIH will no longer participate in the hotel operations hence the Technical Service Agreement will be terminated. It was further agreed that BHEL shall refund the amount of Rs. 15.12 Crores alongwith interest.
       On the same day, a Letter of Guarantee was issued by Balaji Industrial Corporation Ltd. the 4th Respondent in this appeal, unconditionally, absolutely and irrevocably guaranteeing the payment of Rs. 15.12 Crores, in the event BHEL did not pay the subject amount of Rs. 15.12 Crores within 31st December 2002.
       The BHEL had obtained financial assistance from IFCI, the 7th Respondent and Tourism Finance Corporation of India Ltd., the 8th Respondent.
       Tourism Finance Corporation India Ltd. (TFCI) issued advertisement inviting offer for take over (joint venture) sale of hotel project of BHEL. The EIH wrote to TFCI on 8th September, 2002 informing about the agreements entered between EIH and BHEL and further stating that till sum of Rs. 15.12 Crores along with interest is not refunded EIH would have the exclusive right to operate the hotel. BHEL on 8th June, 2004 acknowledged and confirmed the principal sum of Rs. 15.12 Crores being outstanding as per books of accounts of March 31st, 2004 with interest.
       A suit in the High Court of Madras being C.S. No. 257 of 2005 was filed by EIH against BHEL and others.
       An application was also filed by the EIH and Oberoi Hotels (P) Ltd. who were Plaintiff Nos. 1 and 2, for grant of temporary injunction. The learned Single Judge had issued temporary injunction on 18.03.2005.
       After the grant of temporary injunction, in the year 2007 proceedings were initiated by IFCI by issuing notice under Section 13 sub Section (2), Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002 demanding amount due from BHEL.
       Proceeding under SARFAESI Act, 2002 proceeded and the hotel asset of BHEL was transferred in favour of one Robust Hotels (P.) Ltd..
       EIH filed an application in November, 2009 for impleadment of Robust Hotels in C.S. No. 257 of 2005 which was allowed by learned Single Judge. Letters Patent Appeal against the said judgment was also dismissed by Division Bench. S.L.P. thereagainst was also dismissed.
       C.A.Nos.1188811889 of 2016 (arising out of SLP (C) No. 1774243 of 2012
       The appellants EIH and Oberoi Hotels filed a suit, being C.S. No. 164 of 2011 before the High Court praying for a declaration that Deed of Transfer dated 5th July, 2007 entered into between IFCI Ltd. and TFCI on one part and the Robust Hotels (P.) Ltd. on another part, and the certificate of sale of immovable property dated 6th July, 2007 are illegal and null & void and of no effect and not binding. A perpetual injunction was also prayed for, restraining the defendants whether by themselves, their servants, agents or otherwise howsoever from purporting to act, to give effect to or taking any steps in furtherance of the purported deed of transfer dated July 5, 2007 and the certificate of sale of movable and immovable property also dated July 5, 2007 or from enforcing the same in any manner whatsoever.
       O.A. No. 233 of 2011 in C.S. No. 164 of 2011 filed by EIH and Oberoi Hotels praying for injunction was dismissed by learned Single Judge. Challenging the order passed by the learned Single Judge dated 8th August, 2011 Letters Patent Appeal was filed by EIH and Oberoi Hotels being O.S.A. No. 419 of 2011 which was dismissed.
       Finding of the Court:
       Jurisdiction of the Civil Court being plenary in nature, it will have jurisdiction to try all types of suits unless the same is ousted, expressly or by necessary implication.
       Orders of the court are issued to be complied with and a court does not lack power to ensure the compliance by appropriate proceedings.
       Result: Appeals of Robust Hotels & ors. disposed of by modifying the order of the Division Bench. The appeals of EIH Ltd. dismissed.

JUDGMENT

ASHOK BHUSHAN, J.

Leave granted.

2. These appeals along with connected appeals although emanates from two different suits filed by the same plaintiff, but the parties being common and sequence of facts being interrelated, we have heard the appeals together and they are being decided by this common judgment.

3. These appeals have been filed against the judgment and order dated 26th July, 2011 passed by High Court of Madras in C.M.A. No. 798 of 2011 and MP No. 1 of 2011 arising out of C.S. No. 257 of 2005 renumbered as OS No. 12159 of 2010. Brief facts of the case, necessary to be noted for deciding the appeal are:

The EIH Ltd., Respondent No. 1 (hereinafter referred to, as EIH) to the appeal is a company which operates a chain of luxury hotels. The Oberoi Hotels Private Ltd., Respondent No. 2 owns a brand name 'Oberoi'.

4. On 26.10.1988 EIH entered into 'Technical Services Agreement' (for short TSA) with one Balaji Construction (P.) Ltd. Predecessors-in-interest of the 3rd Respondent Balaji Hotels & Enterprises Ltd. (for short, BHEL). The agreement provided that EIH would provide its technical knowledge and skill required for operation of hotel, which was being constructed by BHEL. Another agreement on January 12, 2000 was entered between BHEL and EIH, where it was recorded that on the request of BHEL, EIH paid Rs. 9 Crores to the BHEL by way of financial accommodation which was used for construction of hotel. By supplemental agreement dated June 10, 2000, it was recorded that in total Rs. 15 Crores 12 Lacs have been received by BHEL, repayment of which is to be made within 24 months from the date of the principal agreement dated 12th June, 2000. It appears that amount could not be repaid hence another agreement was entered between EIH and BHEL on 4th February, 2002. The agreement recorded that, it has now been mutually agreed by the BHEL and EIH that EIH will no longer participate in the hotel operations hence the Technical Service Agreement will be terminated. EIH, further stipulated that No-Objection to BHEL shall be given for selling, leasing or otherwise transferring the hotel unit to any other company whether subsidiary or not, or to any other company or entity either directly or indirectly or otherwise. It was further agreed that BHEL shall refund the amount of Rs. 15.12 Crores alongwith interest.

5. Relevant Clauses F and G of the Agreement, are as follows:

F. It is also agreed by and between the parties that BHEL shall refund the said amount of Rs. 15.12 Crores as mentioned in clause D above along with interest as applicable on the above amounts on the terms and conditions hereinafter contained.

G. It is also agreed by and between the parties that BICL will execute an irrevocable guarantee in favour of EIH guaranteeing the payment of the said sum of Rs/15.12 Crores along with interest as applicable and in consideration of such guarantee, EIH has agreed to give BHEL time up to 31st December, 2002 to repay the said sum of Rs. 15.12 Corers with interest as applicable.

6. On the same day, a Letter of Guarantee was issued by Balaji Industrial Corporation Ltd. the 4th Respondent in this appeal, unconditionally, absolutely and irrevocably guaranteeing the payment of Rs. 15.12 Crores, in the event, BHEL did not paid the subject amount of Rs. 15.12 Crores within 31st December 2002.

7. The BHEL had obtained financial assistance from IFCI, the 7th Respondent and and Tourism Finance Corporation of India Ltd., the 8th Respondent. EIH came to know that Tourism Finance Corporation India Ltd. (for short TFCI) had issued advertisement inviting offer for take over (joint venture) sale of hotel project of BHEL. The EIH wrote to TFCI on 8th September, 2002 informing about the agreements entered between EIH and BHEL and further stating that till sum of Rs. 15.12 Crores along with interest is not refunded EIH would have the exclusive right to operate the hotel. BHEL on

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2016 Supreme(SC) 956

Cases Referred (4)