While the company application C.A.No.1000 of 2009 is by one K.Periasamy Gounder, seeking permission to get a transfer of 3 properties, one in Nariman Point, Mumbai, another in Tiruchirappalli and a third in Coimbatore, belonging to Kothari Industrial Corporation Ltd., which is the company sought to be wound up in C.P.No.51 of 2007, the other 2 applications, C.A.Nos.1740 and 1741 of 2009 are by the petitioning creditor viz., Kotak Mahindra Bank Ltd., seeking (i) an interim injunction restraining the company-Kothari Industrial Corporation Ltd., from alienating, disposing of the shares of Glenworth Estate Ltd., and Adderley Estate Ltd., or in any manner encumbering its movable and immovable assets and (ii) a direction to the company not to place any agenda in the Annual General Body meeting, regarding the transfer of any of the fixed assets of the company to any third party.

2. I have heard Mr.P.L.Narayanan, learned counsel appearing for the petitioning creditor Kotak Mahindra Bank Ltd., Mr.T.K.Seshadri, learned Senior Counsel appearing for the Kothari Industrial Corporation Ltd., which is the company sought to be wound up, Mr.P.H.Arvind Pandian, learned counsel appearing for the third party prospective purchaser, who is the applicant in C.A.No.1000 of 2009.

3. Though the application C.A.No.1000 of 2009 filed by the agreement holder (prospective buyer) seeking permission to complete the deal relating to the purchase of 3 properties of the company in question, came up earlier for hearing and orders were reserved on 211. 2009 and the other two applications filed by the petitioning creditor came up later, all of them are disposed of in common by this order, since the question for my decision arise out of the same set of facts.

PLEADINGS AND PRAYER IN C.A.No.1000 of 2009:

4. The case of Mr.K.Periasamy Gounder, the applicant in C.A.No.1000 of 2009, is that he entered into a Memorandum of Understanding on 13. 2009 with the company Kothari Industrial Corporation Ltd., and its Managing Director Pradip D. Kothari. In terms of the said Memorandum of Understanding, the applicant has to discharge the secured loans of the company, to the tune of Rs.12.50 crores, in consideration of the company transferring the properties in (i) Trichy (ii) Coimbatore (iii) Coonoor, Nilgiris District and

(iv) Coimbatore. In terms of the Memorandum of Understanding, the applicant had already made payment of a sum of Rs.3.90 crores by way of demand drafts into the Bank of Baroda, Rs.75 lakhs by way of cash into the Punjab National Bank and Rs.50 lakhs by way of cheques into the Central Bank of India, totalling to a payment of Rs.5.15 crores. According to the applicant K.Periasamy Gounder and the first respondent company, the payments already made and the balance to be made, are towards one time settlements reached by the first respondent with their bankers.

5. While the Memorandum of Understanding was allegedly entered into on 13. 2009 and the above part payments were allegedly made on 33. 2009, an order for winding up the company Kothari Industrial Corporation Ltd., was passed on 4. 2009 at the instance of the Kotak Mahindra Bank Ltd. However, on appeal in O.S.A.No.89 of 2009, the Division Bench granted interim stay of the order of winding up, on 24. 2009. By a further order dated 30.4.2009, passed in M.P.No.2 of 2009, the Division Bench also permitted the company in question to proceed with the one time settlement proposals entered into with the banks. Consequently, the applicant K.Periasamy Gounder paid a sum of Rs.1.86 crores on 5. 2009 to the Bank of Baroda, a sum of Rs.12,36,800/-on 5. 2009 to the Central Bank of India and Rs.2.25 crores on 25. 2009 to the Central Bank of India. All the payments made during the period from 13. 2009 to 33. 2009 and during the period from 5. 2009 to 25. 2009 totalled to Rs.9,37,36,800/-. According to the applicant as well as the first respondent company, the dues of Bank of Baroda stood fully settled and the due