JUDGMENT :

Moushumi Bhattacharya, J.

1. The petitioner seeks interim relief in the form of an injunction restraining the respondent from operating two Bank accounts mentioned with ICICI Bank Limited and Kotak Mahindra Bank without leaving aside an amount of Rs. 10,33,34,340/-. The particulars of the Bank accounts are mentioned in prayer (b) of the application.

2. The petitioner relies on Business Transfer Agreement (BTA) dated 19th January, 2022 between the petitioner and the respondent by which the respondent was to pay Rs. 49 crores to the petitioner in exchange of the petitioner’s transferring assets of the business in question. The petitioner has been described as the “Seller” and the respondent as the “Purchaser” in the said agreement. Learned counsel appearing for the petitioner says that of the Rs. 49 crores, Rs. 10 crores are outstanding from the respondent as on date. Counsel relies on a statement in paragraph 21 of the application which contains the particulars of the balance due of approximately Rs. 10.33 crores.

3. Counsel places three Addenda to the BTA of 29th January, 2022, 16th May, 2022 and 25th August, 2022 essentially for clarifying the penalty clauses and extending the time for conclusion of BTA. Counsel submits that all of these Addendum contained clauses preserving the other terms of the BTA including the arbitration clause.

4. The parties entered into a tripartite agreement with Kotak Mahindra Bank on 25th August, 2022 which also referred to BTA and the consideration amount of Rs. 49 crores. The agreement notes among others clauses that Kotak Mahindra Bank will pay Rs. 20 crores on behalf of the Purchaser/respondent.

5. Learned counsel appearing for the respondent opposes any interim relief on the ground of suppression and the petitioner’s failure to establish a prima facie case in the absence of requisite pleadings. Counsel submits that there were two additional Addenda to the BTA executed between the parties on 26th August, 2022 and 9th September, 2022. Counsel submits these two Addenda have not been disclosed in the application. It is further submitted that the petitioner is required to specifically plead a case of the respondent dealing with the subject matter of the agreement in order to get the relief prayed for. Counsel submits that the petitioner has also not made out a case of irreparable loss and injury.

6. The undisputed fact with regard to the execution of the Business Transfer Agreement of 19th January, 2022 for the consideration amount of Rs. 49 crores has already been stated above. The BTA was followed by three Addenda on the dates mentioned above. Countering the allegation of suppression made on behalf of the respondent, counsel for the petitioner makes a specific statement that the two further Addenda to the BTA of 26th August, 2022 and 9th September, 2022 were not given effect to by the parties. Hence, as the matter stands there is a BTA followed by three Addenda Agreements and a Tripartite Agreement of 26th August, 2022 involving the Kotak Mahindra Bank which also pitched in with payment of Rs. 20 crores on behalf of the respondent / purchaser.

7. The petitioners allegation of Rs. 10 crores remaining outstanding from the respondent has been disputed by the latter. The respondent has relied on Addendum dated 9th September, 2022 to say that the consideration amount in the BTA was modified from 49 to 39 crores. Since, the petitioner says that none of the two later Addenda exists, the Court must proceed on the fact that the BTA was executed for a consideration of Rs. 49 crores of which the petitioner has recovered 39 crores and Rs. 10 crores remain outstanding.

8. The objection with regard to the petitioner failing in its obligation to establish a prima facie case for interim relief is not acceptable for the following reasons.

9. The present application has been filed under section 9 of The Arbitration and Conciliation Act, 1996 which entitles a party to an arbitration agreement to apply to a Court