Dr. S. MURALIDHAR, J. :- CM No.8408/2007

Exemption allowed subject to all just exceptions.

FAO (OS) No. 206 of 2007 and CM 8407/ 2007

1. This appeal by the defendants is against an order dated 28-3-2007 passed by the learned Single Judge of this Court on the Original Side granting an ad interim ex parte injunction in favour of the plaintiff in an application under Order XXXIX, Rule 1 Code of Civil Procedure, 1908 (CPC) i.e. I. A. No. 3582/2007 in CS (OS) No. 570/2007. For the sake of convenience, the parties are referred to by their respective status in the suit.

Background Facts

2. The facts leading to the filing of the present appeal are that the plaintiff Company, M/s. Vasutech Ltd. having its registered office at Rewari, Haryana, approached the defendant No. 1 Company, registered in Delhi, for loans for funding its capital requirements for development of a chip called Versatile Component Unit (VCU). Defendant No. 1, is stated to have advanced amounts from time to time to the tune of Rs. 52.08 crores. A loan agreement dated 15-4-2005 was entered into between the appellant No. 1/defendant No. 1 company, plaintiff company, Mr. Dhruv Varma, Mr. R. L. Varma and Mr. R. L. Varma and Sons (HUF) whereby the plaintiff company and the other parties acknowledged that a sum of Rs. 19.20 crores stood advanced by the defendant company to the plaintiff company. According to the defendant that agreement stipulated that a further sum of Rs. 2 crores would be advanced to the plaintiff company and that the amount advanced would carry interest at 12 % per annum. Further the plaintiff company was liable to repay the entire outstanding dues to the defendant company in four equal quarterly instalments commencing from the date immediately succeeding the date on which the "moratorium period" as defined in the Agreement, expired but not later than the final maturity date. The moratorium period was to be 18 months from the date of the Agreement. The Agreement is stated to have been expired on 31-1-2007.

3. Simultaneous with the aforementioned Loan Agreement, a share Pledge Agreement was signed on 15-4-2005. In this agreement it was stated that in consideration of the loan, which was to be advanced pursuant to the loan agreement, M/s. R. L. Varma and Sons (HUF) were pledging with the defendant company its rights, title and interest in the five lakh equity shares held by M/s. R. L. Varma and Sons (HUF) in the plaintiff company. By a separate deed executed on the same date, the directors/promoters of the plaintiff company i.e. Mr. Dhruv Varma and Mr. R. L. Varma and M/s. R. L. Varma and Sons (HUF) stood guarantors for the due payment of loan to the defendant company.

4. The above Loan Agreement was preceded by another set of events. The plaintiff claims to have innovated the VCU technology and some time in 1999 the ICICI Venture Funds Management Company Ltd. ('ICICI') agreed to financially support the venture. It is further claimed by the plaintiff that when it sought to commercialise this venture, ICICI withdrew its support. Defendant No. 2 Mr. Pradip Burman, the director of the Defendant No. 1 Company is stated to have at this stage expressed interest in the new technology and offered to support it financially. Meanwhile, with a view to commercializing the new technology in the United States, Mr. Dhruv Sharma, one of the directors of the plaintiff company is stated to have promoted another company in the U. S. called Vasu Tech Inc (also referred to as Vasucorp Inc) and Mr. Pradip Burman was appointed in that company as a Director. It appears that on 1-7-2004 a 'Founders Agreement' was entered into between Vasucorp, Mr. Dhruv Varma, Wogan Technologies Inc. (a company incorporated in the British Virgin Islands and represented by Mr. Pradip Burman) and Mr. David Dell whereby Vasucorp Inc. agreed to sell to both Wogan Technologies and Mr. David Dell, shares of Vasucorp Inc at the purchase price of $0.0001 per share. It was stated in this agreement that