1. Facts leading to the filing of these Suits and the issues to be adjudicated are intertwined and that apart, this Court, vide order dated 28.02.2013, based on the endorsement made in C.S.No.877 of 2005 and C.S.No.627 of 2008, had ordered joint trial and recording of further evidence and hence, both the Suits are disposed of by this common judgment.

2. For the sake of convenience, the plaintiff in C.S.No.877 of 2005, who is also arrayed as the second defendant in C.S.No.627 of 2008, is referred as the plaintiff. Similarly, the first defendant in C.S.No.877 of 2005, who has instituted the Suit in C.S.No.627 of 2008 is referred as the first defendant. The third defendant in C.S.No.877 of 2005, who is arrayed as the first defendant in C.S.No.627 of 2008 is referred as the second defendant. .

C.S.No.877 of 2005

3. C.S.No.877 of 2005 is filed by Mr. Thakur J. Bakshani against M/s. Shrutivinda Agro Farms Pvt. Ltd. and four others. The averments in the plaint briefly summarized are as follows:

3.1. The plaintiff has stated that he and his family members are major shareholders of the third defendant company, namely M/s. Nova Dyeing and Printing Mills Limited, holding 54.98% of Equity Shares out of the total number of 1,23,00,000/- Equity Shares of Rs.10/- each and apart from the above, the plaintiff and his group of companies, had also brought in funds to the tune of Rs.1,64,00,000/- by way of unsecured loans for funding operation cash losses from time to time. The plaintiff is the Founder-Promoter-cum-Director of the third defendant company. Originally, the third defendant company was incorporated during the year 1988 under the name and style of Jupiter Dyeing and Processing Mills Private Ltd. and subsequently sought for change of name and became as Nova Dyeing & Printing Mills Ltd. [third defendant company], incorporated with effect from 01.05.1996 and the plaintiff and his family members are holding 59% of the Paid-Up Equity Capital.

3.2. It is further stated in the plaint that the main object of the third defendant company is to carry on the business of processing, combing, sizing, preparing, weaving, spinning, curing, dyeing, manufacturing and other activities and it had turnover of several crores of rupees. One Mr. V.C. Dhandapani, Managing Director of the third defendant Company, lodged a complaint to the Pollution Control Board and on account of the same, it had undergone enormous difficulties and hardships and therefore, it's activities are in the process of decline and it virtually closed down it's activities with effect from 03.02.2005 and it is in the process of settling all the statutory dues.

3.3. The third defendant company is having valuable lands admeasuring to an extent of 29 acres and buildings/superstructures to an extent of 1,34,000 sq.ft. at Old Mahabalipuram Road [OMR Road]. After the third defendant company had closed it's activities, number of discussions took place among the Directors of the company to determine the strategy to revive the company and accordingly, on 09.07.2005, Mr. Jagadish A. Sadarangani gave a draft copy of the Sale Agreement to the fourth defendant to be forwarded to the plaintiff for approval through e-mail. The plaintiff was in abroad at that point of time and therefore, he sent an e-mail message to the fourth defendant clarifying certain Clauses in the draft Sale Agreement sent to him. The plaintiff was also informed that the final draft Sale Agreement would be sent to his approval after carrying out necessary corrections as approved by the Auditor Thiru. P. Ramachandran. The plaintiff has never received any final draft Sale Agreement approved and executed by Auditor and he was under bonafide impression that the final draft Sale Agreement is under process and upon his approval only, the Sale Agreement will be executed. The third defendant company had also informed the plaintiff about forwarding of the draft Sale Agreement to their Auditors, namely M/s. Ram and Kumar represented by