The main legal point established in the judgment is that the purchaser, having paid the entire consideration and received the benefits, is entitled to the custody of the Original Share Certificates.

JUDGMENT

S.J. Kathawalla, J. - The present Appeal arises from an Interim Order dated 28th January, 2021 ("the Impugned Order") passed by the learned Single Judge in Interim Application (L) No. 196 of 2021 in Suit No.22 of 2021. The Appellants are the Original Defendants in the Suit and Respondent No.1-Ace Housing and Construction Limited is the Original Plaintiff (the Appellant No.1 shall hereinafter be referred to as Ms. Zinta, the Appellants shall be hereinafter referred to as the 'Zintas' and Respondent No.1 shall hereinafter be referred to as 'Ace Housing').

2. Ace Housing has fled the captioned Suit against the Zintas inter alia :

(a) seeking a decree of specific performance, directing the Zintas to comply with their obligations under the Deeds of Transfer dated 4th February, 2016 (the Deeds of Transfer) executed between the Zintas and ACE Housing in respect of Flat Nos. A/1001, A/1002 and A/1003 (the fats) on the 10th Floor of Quantum Park, Quantum Park CHSL, (the Society), Union Park, Bandra (West), Mumbai - 400 050 by specifically closing the loan account maintained with the Standard Chartered Bank and by further obtaining a no-dues letter.

(b) for recovery of a sum of Rs.1,18,80,000/- (Rupees One Crore Eighteen Lakhs and Eighty Thousand Only) comprising of an amount of Rs.90,00,000/- (Rupees Ninety Lakhs Only) paid by the ACE Housing to Mr. Jefery Rodrigues (Mr.Rodrigues / Licensee) on behalf of Zintas towards refund of security deposit under the Leave and License Agreement dated 25th February, 2015 (the Leave and License Agreement) executed between Zintas and Mr.Rodrigues along with an amount of Rs.28,80,000/- (Rupees Twenty Eight Lakhs Eight Thousand Only) being the interest thereon at 16% per annum from 7th August, 2018 to 6th August, 2020.

3. Ace Housing fled the captioned Interim Application for the following reliefs :

"(a) Pending the hearing and final disposal of the present Suit, this Court be pleased to order and direct the Prothonotary and Senior Master, High Court, Bombay, to forthwith handover the Original Share Certificate Nos. 16, 17 and 18 for the said fats lying in its custody to the Applicant.

(b) Pending the hearing and final disposal of the present Suit, this Court be pleased to order and direct the Respondent Society to forthwith transfer the shares in respect of the said fats in favour of the Applicant and record and effectuate such transfer in the Society records.

(c) Without prejudice to the above and in the alternative to prayer Clause (b) above, pending hearing and final disposal of the Suit, this Court be pleased to order and direct the Prothonotary and Senior Master, High Court, Bombay, to forthwith handover the Original Share Certificate Nos. 16, 17 and 18 for the said fats, lying in its custody, to the Respondent No. 1 Society, to effect the transfer of shares in the said Original Share Certificate in respect of the said fats in favour of the Applicant."

4. By the Impugned Order, the learned Single Judge has allowed the Interim Application in terms of prayer Clauses (a) and (b) thereof. Being aggrieved by the same, the Zintas have challenged the Impugned Order before us.

5. Certain relevant dates and events are set out hereunder :

6. The genesis of the dispute between the parties is traceable to the three registered Deeds of Transfer executed between the Zintas and Ace Housing in respect of the fats for valuable consideration of Rs.7,12,59,800/-, by which, Ace Housing became the owner of the fats and obtained possession of the fats from the Zintas. It is an admitted position between the parties that part consideration of Rs.3,00,00,000/- was paid to the Zintas on execution of the Deeds of Transfer and the balance consideration of Rs.4,12,59,800/- was paid on 6th February, 2016.

7. Prior to the execution of the Deeds of Transfer, by virtue of a Deed of Loan executed with the Standard Chartered Bank, Zintas had obtained certain credit facilities through Loan Account No. 49003917 (Loan Account) in lieu