High Court of Judicature at Madras
THE HONOURABLE MR. JUSTICE S. RAJESWARAN
Dynasty Developers Private Limited - Appellant
Versus
Jumbo World Holdings Limited - Respondents
O.A. Nos.452 to 454 of 2006 and A. Nos.2329 to 2332 of 2006
Decided On : 01 December 2006
1. O.A. No.452/2005 has been filed for an order of interim injunction restraining respondents 1, 2 and 3 by themselves either jointly or severally or their men, agent/s, employee/s, representative/s, attorney/s and/or directors, and or authorised representatives and or its officers and any other person/s aiming through or any of them from in any manner dealing with or disposing of their shareholding or any part therefor or creating any encumbrances, charges lien or entering into any kind of agreement with regard to its shareholding or any part thereof as set out in Schedule A or tempting to do any of the above, pending the adjudication of the disputes, which have arisen between the applicant and the respondent by the learned arbitrator to be appointed.
2. O.A. No. 453 of 2006 has been filed for an order of interim injunction restraining respondent No.4, by itself or its agents, directors, authorised representative or employee/s, representative/s, attorney/s and/or any other person/s claiming through or under it from in any manner alienating, transferring, encumbering, dealing with, leasing, licensing or changing the character of the properties described in Annexure D of the Share Purchase Agreement dated 21.12.2005 or any part thereof i.e., the Schedule B property or attempting to do any of the above, pending the adjudication of the disputes which have arisen between the applicant and the respondent by the learned arbitrator to be appointed.
3. O.A. No. 454/2006 has been filed to pass an order of interim injunction restraining the respondents by themselves either jointly or severally or their agent/s, employee/s, representative/s, attorney/s and/or directors, and or authorised representatives and or its officers and any other person/s claiming through or any of them from acting contrary to or in derogation of the Share Purchase Agreement dated 21.12.2005 produced at document No.3 pending the adjudication of the disputes which have arisen between the applicant and the respondent by the learned arbitrator to be appointed.
4. Application No.2329 of 2006 has been filed to vacate the order of interim injunction granted in O.A. No.452/2006 dated 7.6.2006 passed against applicants/respondents 1 to 3.
5. Application No.2330 of 2006 has been filed to vacate the order of interim injunction granted in O.A. No. 453 of 2006 dated 7.6.2006 passed against applicant/4th respondent.
6. Application No.2331 of 2006 has been filed to vacate the order of interim injunction granted in O.A. No.454 of 2006 dated 7.6.2006 passed against applicants/respondents 1 to 3.
7. Application No.2332 of 2006 has been filed to vacate the order of interim injunction granted in O.A. No. 454 of 2006 dated 7.6.2006 passed against applicant/4th respondent.
8. The facts as culled out from the affidavit filed in support of the injunction applications are as under: Respondents 1 to 3 are the majority shareholders of the 4th respondent-company. The 4th respondent-company is the absolute owner of several immovable properties including the property situate at Jamin Pallavaram, Chennai and at No.36, Rajaji Salai, Chennai. Respondents 1 to 3 who are the majority shareholders of the 4th respondent decided to dispose of its immovable properties, floated a proposal in the form of an Information Memorandum in September 2005. The basic concept of the Information Memorandum was to sell all the immovable properties of the 4th respondent and this was to be achieved by the sale of the shares and respondents 1 to 3 by divesting their shares in the 4th respondent, agreed to transfer the company and its assets.
9. The applicant agreed to purchase the shares of the fourth respondent and the terms of agreement were reduced into writing under a Share Purchase Agreement dated 21.12.2005. All the respondents passed a necessary Board Resolutions for execution of the above Share Purchase Agreement. As per the Share Purchase Agreement, the total consideration agreed to be paid is a sum of Rs
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