This common order is being passed in Co. Pet. No. 380/2008, M/s Welldone Estate Projects Private Limited versus M/s Today Homes and Infrastructure Private Limited, Co. Pet. No. 8/2009, Sunil Kothari versus Today Homes and Infrastructure Private Limited and Co. Pet. No. 107/2009, Balwant Singh versus Today Homes and Infrastructure Private Limited.

Co. Pet. No. 380/2008

2. I am not inclined to entertain the Co. Pet. No. 380/2008 filed by Welldone Estate Projects Private Limited in spite of the fact that the respondent company has admitted receipt of Rs.5,19,00,000/-, which was paid through banking transactions.

3. The respondent in the reply has taken the defence that they had entered into a contract with Ludhiana Improvement Trust (LIT, for short) under a concession agreement dated 24th May, 2005 to develop and market the project “Ludhiana City Centre”. It is further stated that a tripartite agreement dated 25th August, 2005 was entered among the respondent company, LIT and HDFC Limited and in terms of which an escrow account is opened in HDFC Bank. 30% of the sale proceeds from the said account were to be credited to LIT and balance 70% to the respondent company. The respondent company has alleged that amount was paid through one Mr. Rajesh Arora and the respondent company had no direct dealing with the petitioner. It is stated that there are disputes and differences between the respondent company and LIT/Government of Punjab and the later have illegally revoked power of attorney issued in favour of the respondent company and have frozen the escrow account by virtue of communication dated 5th October, 2006. It is further alleged that LIT has withdrawn Rs.23,48,28,128/- representing 30% of the amount received in the escrow account. In the reply, the respondent has pointed out that litigation between them and LIT/Government of Punjab is pending. It is stated that a Special Leave Petition filed by the respondent company is pending before the Supreme Court.

4. In the present case, there is no written contract between the petitioner and the respondent. We do not know what was the exact nature of the transaction between the two parties pursuant to which Rs.5,19,00,000/- was paid by the petitioner to the respondent. The amount paid is substantial but strangely the petitioner did not feel that it was necessary to enter into a written agreement. In the absence of written contract it cannot be ascertained, what was the exact nature of transaction between the petitioner and the respondent and what is the effect of inter se disputes between the respondent and LIT/Government of Punjab and whether the oral understanding between the parties had any condition or precondition, disclaimer or clauses regarding the transaction. We do not know what was agreed and settled between the parties and whether there was a clause/condition for refund. As parties are relying upon oral understanding/agreement, rival contentions cannot be examined and gone into in the summary proceedings before the Company Court. Accordingly, Co. Pet. No. 380/2008 filed by M/s Welldone Estate Projects Private Limited is dismissed. It is clarified that this Court has not expressed any opinion on merits as it is stated that a civil suit is already pending between M/s Welldone Estate Projects Private Limited and Today Homes and Infrastructure Private Limited. Observations made in the present order will not influence the decision in the civil suit.

Co. Pet. No. 8/2009

5. Co. Pet. No. 8/2009 is filed by Mr. Sunil Kothari. There is a written agreement/memorandum of understanding dated 26th August, 2006 between the parties, which has been placed on record as Annexure P-2. Relevant clauses of the said written agreement are as under:-

“2) The Company confirms to sale/enter into an agreement for joint development for the Anchor stores to the Purchaser at a return of 14.11 Percent of the Annual rental revenue which shall be the net of all statutory outgoings. The Company confirms