MANMOHAN SINGH, J.

1. The plaintiffs, namely, Harbhajan Singh Chopra and Smt.Surjit Kaur Chopra (husband and wife) have filed the suit for cancelling the Share Subscription Agreement dated 3rd August, 2010 and the Memorandum of Understanding dated 20th July, 2010 executed between the plaintiffs and defendants No.2 and 3 and a decree of declaration declaring all documents/instruments (including blank signed papers) executed by plaintiffs under coercion, threat, gun point documenting transfer of 100% shares of defendant No.1-Company in favour of defendants No.2 and 3 as null and void and a decree of permanent injunction in favour of the plaintiffs and against the defendants restraining the defendants from issuing shares/transferring shares of the, defendant No.1-Company or selling/ transferring/ alienating/ conveying/ disposing/ dissipating the assets (including Hotel Claremont) of the defendant No.1-Company or creating any mortgage/ charge/ lien/ encumbr ance upon the defendant No.1-Company.

2. By this order I propose to decide the application under Order 12 Rule 6 CPC filed by the defendant Nos.2 and 3 being I.A. 8723/2014 prayer of which is strongly opposed by the plaintiffs. Many other applications are pending for disposal. Parties have made their submission only in the present application as they felt that the result of this application would have impact on other applications and in the main suit.

3. It is relevant to mention the following averments made in the plaint:

a) The case of the plaintiffs is that they are the promoters/Directors of the Company M/s Fountainhead Motels Pvt. Ltd. (defendant No.1) which was incorporated on 16th June, 2005 under the Indian Companies Act, 1956 who owns the Hotel Claremont which is constructed on a land admeasuring 12 bighas 9 biswas bearing khasra No.558/2 (1-5), 559/1 (2-2), 559/2 (2-14), 558/1 (3-9), 575/2 (1-8), 576 (1-11) in village Aya Nagar, Tehsil Mehrauli, New Delhi. The total area prior to acquisition by the Delhi Metro Rail Corporation vide award no.4/2009-10 was equivalent to 12,522 square meters or 3.093 acres. The total area of the plot of land at present on which Hotel Claremont is constructed is equivalent to 2.594 acres approximately.

It is alleged in the plaint that defendants No.2 and 3 namely Krishan Kumar and Meenakshi are husband and wife who have illegally acquired 100% shares of the defendant No.1’s company without paying any consideration for the purchase of the shares of the company. The documents which were executed by the plaintiffs for the purpose of transferring 100% shares of the defendant No.1’s company in favour of defendants No.2 and 3 were executed under gun point. The plaintiffs were forced and coerced by defendant No.2 to sign documents for transferring the shareholding of the defendant No.1-Company in favour of defendants No.2 and 3.

b) In order to establish their case, it is stated by the plaintiffs that they are British Nationals who came to India in about 2001 who have invested-their savings into properties in Delhi and Gurgaon, Haryana. They also invested their savings into purchasing the plot of land for setting up the Hotel Claremont. The plot of land was purchased by the defendant No.1-Company which is equivalent to land admeasuring 12 bighas 9 biswas bearing khasra No.558/2 (1-5), 559/1 (2-2), 559/2 (2-14), 558/1 (3-9), 575/2 (1-8), 576 (1-11) in village Aya Nagar, Tehsil Mehrauli, New Delhi.

c) Plaintiffs had a few debt liabilities which had arisen in 2007 and 2008. They desired to expand and restructure the defendant No.1-Company. They came into contact with two individuals; Mr.Davinder Sharma, son of Seesh Ram, resident of No.708, New Friends Colony, New Delhi-110065 and Mr.Baljeet, son of Rattan Lall, resident of Village and Post office Bharthal, New Delhi 110077 and both represented themselves to be expert real estate developers w