JUDGMENT :

(Shekhar B. Saraf, J.) :

1. Omkar Tradecomm LLP being the petitioner no. 1 is a Limited Liability Partnership Firm having its registered office at 34, Chittaranjan Avenue, Kolkata, West Bengal-700 012. The petitioner nos. 2, 3, 4 and 5, the respondent no. 3 and the proforma respondent are purportedly the partners of Omkar Tradecomm LLP, the petitioner no. 1 herein. The respondent nos. 4 and 5 are founding partners who have retired from the partnership of the petitioner no. 1.

2. By way of an ex-parte order dated January 30, 2023, this Court in an application under Section 9 of the Arbitration and Conciliation Act, 1996 had granted relief in terms of prayer (b) of the Notice of Motion directing the respondent nos. 1, 2 and 3 to maintain status quo in respect of the assets of Omkar Tradecomm LLP as well as the composition of the partners in view of the provisions contained in the LLP agreement dated March 19, 2021 read in conjunction with the first and second LLP agreements thereto.

3. Aggrieved by the impugned order, the applicants that is respondent nos. 1 and 2 have approached this Court with an interlocutory application being G.A. No. 1 of 2023 containing the following prayers :

i) Order dated January 30, 2023 passed by this Hon’ble Court in A.P. No. 851 of 2022 be vacated and/or recalled;

ii) The Section 9 application being A.P. No. 851 of 2022 be dismissed with exemplary costs;

iii) Ad-interim orders in terms of prayers (a) and (b) above;

iv) Costs of and incidental to this be borne by the petitioner nos. 2 to 5; v) Any other relief this Hon’ble Court may deem fit and proper to meet the ends of justice.

Contentions

4. Mr. Krishnaraj Thaker, learned counsel on behalf of respondent nos. 1 and 2 (hereinafter also referred to as the ‘applicants’) has put forth the following arguments :

i) The counsel submitted that the petitioner no. 1 partnership firm was incorporated on March 18, 2021 under LLP Act, 2008 with two designated partners being respondent nos. 4 and 5. The main business pursued is as consultants in all fields, as financial advisors, management consultants and disposing of movable and immovable properties. He argued that in August 2021, respondent nos. 4 and 5 approached the petitioners by representing themselves as the only partners in petitioner no. 1, and that the partnership firm had acquired a land at Sreerampore, Hooghly District but due to onset of Covid 19 pandemic, the business expansion plan failed. Further, due to paucity of funds, respondent nos. 4 and 5 were unable to repay the creditors of the partnership firm. Therefore, they offered to resign from the partnership firm and transfer the said firm to petitioner nos. 2 to 5, respondent no. 3 and proforma respondent no. 6 on receipt of their respective capital contributions and settlement of dues to existing creditors of the said partnership firm.

ii) The counsel added that undated supplementary agreements were prepared to include the incoming partners being petitioner nos. 2 to 5, respondent 3 and proforma respondent no. 6 as the partners in place of outgoing partners being respondent nos. 4 and 5. All the parties signed the said documents but the same was not signed by proforma respondent 6. As no arrangement could be made to relinquish the existing debts of petitioner no. 1 firm, therefore, the counsel submitted, original copy of the said undated documents were retained by the respondent nos. 4 and 5.

iii) The counsel also attempted to draw the attention of this Court towards the fact that the aforesaid deal was called off by respondent nos. 4 and 5 on October 28, 2021 and that the letter of cancellation has been suppressed by the petitioners.

iv) In March, 2022, the counsel submitted, the respondent nos. 1 and 2 approached the respondent nos. 4 and 5 for acquiring their stake in the said partnership firm. The latter agreed to arrange funds for capital contribution as well as to liquidate the existing debt of the said partnership firm. Thereaft