V.K. SHALI, J.

1. These are two petitions filed by the petitioner u/S 9 and Section 11 of the Arbitration and Conciliation Act, 1996 seeking a direction restraining the respondent company from transferring, mortgaging, creating any charge or lien on the share holding of the company and/or registering any transfer of shares or causing the same to be registered by the respondent company and from alienating, transferring, creating any third party right or interest, parting possession with and/or encumbering in any manner whatsoever with any of the immovable assets of the respondent company, as per and in accordance of MOU dated 7.12.2006 pending resolution of disputes or claims of the petitioner company in arbitration. So far as the petition u/S 11 is concerned, that is for appointment of an independent Arbitrator to adjudicate the dispute between the parties.

2. Briefly stated, the facts of the case are that in November 2006 the respondent company is alleged to have made a representation to the petitioner company that it had acquired contiguous agricultural land measuring 150 acres situated on the By Pass Road, Village Valla & Village Verka, District Amritsar, Punjab, duly approved under the Mega Project Schemes by the Govt. of Punjab for the development of residential colony. The petitioner and the respondent company entered into a MOU/ Agreement dated 7.12.2006, whereby, the respondent company agreed to transfer its rights, title and interest in the said land/ project by causing its promoters to transfer all their shares to the petitioner company at a value derived after reducing the liabilities of the respondent company, for a total consideration calculated @ Rs.68 Lac per acre amounting to almost Rs.102 Crores. A separate detailed agreement covering all the aspects of the transaction had to be executed within 30 days from the date of MOU. However, due to failure of the respondent company in giving specific details of complete contiguous land and its revenue records, measurement, interest etc. for the purpose of ascertaining the value of shares, the separate detailed agreement for the transfer of shares never got executed.

3. The petitioner alleges that in the beginning of the year 2008, the petitioner company while carrying out the due diligence of the respondent company came to know that the respondent was only having approx. 80 acres of clear and developable contiguous land as against the false representation of having approx. 150 acres of clear land. Petitioner also learnt that the respondent had further about 60 acres of land which is not contiguous and approx 38 acres of land falls in ‘No Construction Zone’ being within 1000 yards of the Vallah Army Ammunition Dump.

4. It is further alleged that the said fact had been deliberately suppressed by the respondent company at the time of execution of MOU whereas the petitioner duly acted upon the MOU and made various payments to the respondent company from time to time totaling to a sum of approx. 34 Crores till date. Despite the receipt of the aforesaid amount, the respondent company is alleged to have still persisted in its breaches and defaults.

5. It is alleged that till date the respondent company does not have contiguous land as represented which was vital for the development of the project and for obtaining the sanction from the competent authority. In addition to this till date, the respondent company has been unable to acquire clear/ licensable title for approx. 54 acres of land.

6. It is averred by the petitioner that on 26.7.2009, the petitioner company learnt that the promoters of the respondent company are already in process of transferring the share holding of the company and immovable assets to the third party and therefore they were constrained to file the present petition.

7. It was also stated that the petitioner company has already paid the substantial amount of money and it was ready and willing to pay the balance amount to the respondent