The main legal point established is that the defendants were allowed to transfer their shareholding in defendant no.2, as their purchase of shares was not illegal, and there was no order restraining defendant no.2 from seeking fresh investments.

JUDGMENT

I.A. 7416/2023 (Order XXXIX Rule 4, CPC)

1. The present application under Order XXXIX Rule 4 of the Code of Civil Procedure (CPC) preferred by the applicants/defendant nos. 7 & 8 seeks modification of order dated 13.01.2023 passed by this Court in so far as it directs the defendants to maintain status quo as regards the present shareholding held by them qua various allotment of shares in defendant no.2, in favor of defendant nos. 3,4,6,7 and 8 which have been carried out from time to time. Consequently, vide the said order, the defendant nos. 7 & 8 have been restrained from selling/transferring 6,88,91,074 and 58,56,515 shares (BPLM Shares) respectively held by them in defendant no.2/BPL Medical Technologies Pvt. Limited. By way of this modification application, the applicants pray that they be granted permission to sell and transfer these shares held by them to any other party deemed fit.

2. Before dealing with the rival submissions of the parties, the brief factual matrix as is necessary for adjudication of the present application may be noted.

3. The plaintiff is a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 53, New Friends Colony, New Delhi. The applicants herein are entities based in Singapore engaged in the business of holding investments in financial assets. The applicants are group companies of a US based company/Goldman Sachs Group, i.e., the defendant no.3 in the present suit. By virtue of this relation, the applicants are subjected to the laws of the United States.

4. The defendant no.1/BPL Limited and M/s BPL Display Devices Ltd. availed certain bill discounting facilities from the plaintiff under the Bill Discounting Agreement dated 27.12.2002 and 11.06.2003. As per the said agreement, a total sum of Rs.13,23,23,523/- was disbursed by the plaintiff in favor defendant no.1. Upon the defendant's failure to discharge its liability despite repeated communications, the aforesaid amount with interest became due and payable by the defendant no.1 to the plaintiff. Consequently, the parties invoked arbitration and on 03.07.2007, the learned Arbitrator entered upon reference for adjudication of disputes between the parties which had arisen under the agreements dated 27.12.2002 and 11.06.2003.

5. During the pendency of the said arbitration proceedings, the plaintiff came to know that the defendant No. 1 herein was investing/diverting/transferring amounts to its subsidiary companies and transferring its healthcare business to its wholly owned subsidiary, i.e., the defendant No.2. The plaintiff therefore preferred petitions under Section 9 of the Act before this Court, which petitions were disposed of by this Court on 04.12.2012, wherein this Court after observing that the defendant no.1 was acting in contravention of Clause 6 of the Agreement dated 27.12.2002, restrained the defendant No. 1 from alienating its assets, both immovable and movable, or making further investments in its subsidiaries during the pendency of the arbitration proceedings. The said order was assailed by way of an appeal being FAO(OS) 612/2012 by defendant no.1, which appeal came to be disposed of on 14.01.2013 by observing that it would be for the Arbitral Tribunal to consider the manner in which the claim of the plaintiff was required to be secured. The matter was carried to the Apex Court by way of Special Leave Petition being SLP No. 4502 of 2013 which was disposed of on 08.02.2013 with a direction that the defendant no.1's application for vacation of interim order dated 04.12.2012 would be considered by the learned Arbitral Tribunal.

6. Consequently, the stay granted on 04.12.2012 continued and was on 08.08.2013, partially modified with the learned Arbitral Tribunal vacating the stay operating against the healthcare business of defendant no.1 upon acceptance of security furnished by defendant no.2. As the challenge to this order of the learned Arbitral Tribunal was unsuccessful,