Interim injunction would be denied in a case where granting of it would cause greater hardship to the defendant.

1. The Suit and Applications have been filed at the instance of a shareholder of the first defendant challenging the transfer of Wind Energy Division from the first defendant to the second defendant.

2. The applicant/plaintiff has filed the above said two Applications seeking Interim Injunction: (a) restraining the second defendant from carrying on business of Wind Energy Division under any other name or through any other person. (b) restraining the second defendant from in any manner pending compliance with the terms and conditions of sanction accorded by the shareholders of the first defendant to the defendants not to sell, pledge, mortgage or transfer the Wind Energy Division.

3. The factual background which lead to the filing of the Suit are as follows:

.a. The first defendant-“NEPC” India Limited (hereinafter referred to as D1-NEPC) has been carrying on and engaged in the business of manufacturing, selling, exporting, supplying, importing, and dealing in Wind turbine generator, generator and Wind mills. The second defendant-Southern Wind Farms Pvt. Ltd. (hereinafter referred to as D2SWL) has been carrying on the business of all kinds of power generation equipments including wind mills, etc.

.b. D1-NEPC and D2-SWL had entered into a Slump Sale Agreement on 11. 2006. D2SWL had purchased the Wind Energy Division of D1-NEPC as a going concern, with all its assets, liabilities and obligations, etc. consent of the members of D1-NEPC was obtained by postal ballot. As per the terms of Slump Sale Agreement, the consideration of the transfer of Wind Energy Division shall be discharged by D2-SWL in the following manner:

.(i) Pay Rs.135 crores to the secured, unsecured and creditors of the company;

.(ii) A value equivalent to or representing 12.5% of fully paid equity shares of Rs.10/-each of Southern Wind Farms Private Limited to be issued to Trust to be formed by the Company, for the benefit to Equity Shareholders of the Company.

.c. Alleging breach of terms of Slump Sale Agreement, D1-NEPC has filed a Petition under Section 11(4) of the Arbitration Act seeking for an appointment of an Arbitrator to resolve the disputes and the same is pending.

3(a). The case of the applicant/plaintiff is that she is a shareholder of D1-NEPC and has received a notice under Section 192-A(2) of the Companies Act seeking for consent from the shareholders to accord sanction by the Board of Directors of the Company to enter into an agreement with D2-SWL for transfer, sale or otherwise dispose of D1-NEPC’s Wind Energy Division. The plaintiff has also given her consent to accord sanction by postal ballot on 211. 2005.

3(b). The plaintiff has alleged that the defendants have not furnished the required particulars and informations. It is further alleged that to defraud the shareholders, the defendants have acted in collusion and in connivance with each other. As the act of the defendants is detrimental to the plaintiff’s individual interest and the interest of other shareholders of D1-NEPC, the transfer of Wind Energy Division is challenged by the plaintiff.

3(c). Under the Slump Sale Agreement, D1-NEPC agreed to sell Wind Energy Division to D2-SWL. Apart from other consideration equity was to be allotted to D2-SWL. The plaintiff has alleged that a fraud has been played on her and other similarly placed shareholders by the collusive act of the defendants. She has further alleged that only 87,50,000 shares were shown to have been transferred to the Trust formed by D1NEPC. 3(d). According to the plaintiff, calculating 12.5% on the enhanced assets of Rs.85,00,00,000, D2-SWL ought to have transferred the shares to the tune of Rs.10,62,50,000 to the Trust and by virtue of the Slump Sale Agreement, as a shareholder, the plaintiff has right in the equity of D2-SWL. 3(e). The act of the defendants amounts to oppression and mismanagement and hence, the plaintiff has filed the Suit and the Applications for the reliefs stated supra.

4. The Ap