M.M. Sundresh, J.

As all these original side appeals filed by the appellant No.2 were disposed of by the learned single Judge through a common order involving same fact and law, we propose to do the same. For the sake of brevity, the appellant in O.S.A. Nos.170 to 175 of 2018 is taken as appellant No.1 and the appellant in O.S.A. Nos.206 to 210 of 2018 is taken as appellant No.2. The respondents are accordingly arrayed as such.

2. Heard Mr. R. Venkatavaradan for Mr. V. Srikanth, learned counsel appearing for the appellant in OSA. Nos.170 to 175 of 2018 and Mr. Vijay Narayan, learned Advocate General, Assisted by M/s Shubharanjani Ananth, learned counsel appearing for the appellant in OSA. Nos. 206 to 210 of 2018 and Mr. Sathish parasaran, learned Senior Counsel assisted by M/s Priyanka Shetty for Mr. P. Giridharan, Mr. Dominic David, Mr. S. Santhosh and Mr. H. Siddarth, learned counsel appearing for the first respondent in all the appeals and perused the written submissions filed on 12.07.2018.

3. Facts in brief

3.1. The appellants and respondent No.2 constitute a single Economic Entity namely Sun Edison Group of Companies along with M/s Sun Edison Energy Holding (Singapore) Private Limited (Respondent No.2). The appellant No.1 is an Indian Company involving itself in the process of constructing a 50 MW AC power plant at Virudhunagar Village, Tamil Nadu referred as project . M/s Sun Edison Energy Holding (Singapore) Private Limited (Respondent No.2) was holding 99.99% of the aggregate equity capital in the appellant No.1. The appellant No.1 had engaged the appellant No.2 as the contractor to provide certain construction related services qua the Project. The appellant No.2, in turn, entered into a sub contract qua supply of modules to the respondent No.1 in pursuant to the mutually agreed contracts executed vide purchase orders issued by respondent No.2 - M/s Sun Edison Energy Holding (Singapore) Private Limited in favour of respondent No.1. The respondent No.1 raised certain invoices which were pending payment from the respondent No.2 with the appellant No.2. Thus, the appellants and the respondent No.2 are intrinsically connected to each other.

3.2. Under those circumstances, the respondent No.2 executed a Non Disposal Undertaking in favour of the respondent No.1. The facts narrated above were reiterated in the aforesaid document executed on 17.03.2016. This Non Disposal Undertaking was with respect to the shares held by the respondent No.2 with the appellant No.1. This document was prepared by one Mr. Pasupathy Gopalan being the President of respondent No.2. Incidentally, he controlled all the operations of the appellant No.1 as well.

3.3. In the aforesaid document, the respondent No.1 was referred as “Sun Edison”, the respondent No.2 as the “Contractor”, the appellant No.1 as the “company” and the appellant No.2 as the “client”.

3.4. While defining invoices, it was made clear that they mean, the invoices issued pursuant to the sub contract agreements and others added to the Annexure by mutual agreement by appellant No.2 and respondents 1 and 2. The payment obligation was defined as that of the appellant No.2 to the respondent No.1 qua the invoices raised.

3.5. Accordingly, the respondent No.2 gave an undertaking, which shall stand valid until the complete discharge of the Payment Obligations by the appellant No.2, to hold and retain atleast 24% of the equity in the appellant No.1 company. Thus, without prior approval of the respondent No.1 and until the complete and full discharge of the payment obligations, there shall not be any encumbrance by way of a transfer etc. This undertaking was meant to be terminated automatically upon receipt of the complete payment of the invoices by appellant No.2 or the respondent No.2 to the respondent No.1.

3.6. The appellants are functioning from the same office. All the group of companies belonging to the Sun Edison correspond through the same E-mail ID. The respondent No.2 as per the un