JUDGMENT :

R.I. CHAGLA, J.

1. By this Interim Application, the Applicant/Plaintiff has sought an injunction restraining Defendant No. 2-Yes Bank Limited (for short ‘Yes Bank’) and Defendant No. 10-J.C. Flowers Asset Reconstruction Private Limited (for short “JCF”) from exercising rights including voting rights in respect of the suit shares. Further injunction is sought restraining the Yes Bank Limited and JCF from transferring, alienating, creating any third party rights in respect of the suit shares. Consequential relief is sought by way of injunction restraining the Defendant/Respondent Nos. 1 and 2 and the Defendant/Respondent No. 10 - JCF from interfering and/or seeking to participate in the management and affairs of the Defendant/Respondent No. 3 by claiming rights under the suit shares.

2. The Plaintiff is a holder of 9,52,100/- (0.05%) shares of Defendant No. 3-Dish TV India Limited (“Dish TV”) and Pledgor of 44,00,54,852 shares of Dish TV. The Plaintiff is admittedly a part of the Promoter Group of Dish TV i.e. Jawahar Lal Goel Group.

3. Defendant No. 1-Catalyst Trusteeship Limited (for short “Catalyst”) is a Pledgee and security trustee for the beneficial interest of Yes Bank Limited. Defendant No. 2-Yes Bank Limited was the single largest shareholder of Dish TV, holding 25.63% shares (including 0.85% through IDBI Trusteeship Services Limited) till 21st December 2022, after which Yes Bank transferred its share holding in Dish TV to JCF, pursuant to assignment of its stressed asset portfolio aggregating upto INR 48,000 Crores (approx.) to JCF together with the underlying security created thereof. Defendant No. 3-Dish TV India Limited (“Dish TV”) is a public limited company of which Jawahar Lal Goel (the brother of Subhash Chandra) is a former Managing Director of Dish TV, holder of 0.01% shares of Dish TV. Defendant Nos. 4 to 9 Essel Group Entities are collectively referred to as ‘Borrowers’ of Yes Bank Limited who had advanced loans to the Borrowers amounting to INR 5,270 Crores (referred to as “the loan transaction”). The Plaintiff had in turn pledged 44,00,54,852 shares of Dish TV for securing these loans. Defendant No. 10 JCF is a company to whom Yes Bank has assigned its stressed asset portfolio aggregating to INR 48,000 Crores including as claimed by Yes Bank, the said loans advanced to the Borrowers. JCF is stated to be presently the single largest shareholder of Dish TV with 25.63% shares [held by itself, through IDBI Trusteeship Services Limited and through Yes Bank (in its capacity as the agent of IDBI Trusteeship Services Limited)].

At the outset, a brief background of facts is necessary.

4. Between the period November 2015 and April 2018 Yes Bank advanced loans, amounting to INR 5,270 Crores to the Borrowers (i.e. Defendant Nos. 4 to 9, PAN India Infraprojects Pvt. Ltd. and RPW Projects Pvt. Ltd.).

5. Catalyst was appointed as Yes Bank’s security trustee under various Security Trustee Agreements in respect of the loans during the period January 2018 to July 2018. One of the Security Trustee Agreements has been annexed at Exh.A to the Plaint. The Plaintiff is not a party to the Security Trustee Agreement and has no privity of contract with the parties thereto.

6. The Plaintiff and Catalyst executed two Pledge Deeds dated 5th July 2018 and 6th May 2019 whereby the Plaintiff pledged a total of 44,00,54,852 shares of Dish TV in favour of Yes Bank as security for Loans of INR 4,210 Crores on 5th July 2018 and 6th May 2019. The relevant clauses of the said Pledge Deeds are referred to are as under:

(i) the Plaintiff pledged all of its rights (including voting rights in or rights to control or direct the affairs of Dish TV) and interest in the Suit Shares to the Pledgee [Clause 2.1(b)].

(ii) during the currency of the Pledge Deeds and even prior to any default, the Plaintiff was required to vote on the Suit Shares in a manner that is not prejudicial to the interest/rights of the Pledgee and/or Yes Bank (the Lender) and/or n