JUDGMENT

(Prayer: Memorandum of Grounds of Original Side Appeal No.191 of 2018 is filed under Order XXXVI, Rule 1 of the ORIGINAL SIDE RULES read with Clause 15 of the Letters Patent, against the common judgment and decree dated 08.02.2018 passed in C.S.No.627 of 2008 on the file of the Original Side of this Court.

Memorandum of Grounds of Original Side Appeal No.192 of 2018 is filed under Order XXXVI, Rule 1 of the ORIGINAL SIDE RULES read with Clause 15 of the Letters Patent, against the common judgment and decree dated 08.02.2018 passed in C.S.No.877 of 2005 on the file of the Original Side of this Court.)

T. Raja, J.

1. M/s Shrutivinda Agro Farms Private Limited represented by its Director has brought these two original side appeals against the common judgment and decree dated 08.02.2018 passed by the trial Court in Civil Suit Nos.877 of 2005 and 627 of 2008, respectively.

2(a). Civil Suit No.877 of 2005 was filed by Mr.Thakur J.Bakshani/plaintiff against Shrutivinda Agro Farms Private Limited/first defendant and four others seeking for a declaration declaring that the sale agreement dated 14.07.2005 entered into between the first defendant and third defendant/Nova Dyeing and Printing Mills Limited is null and void, as it is against the provisions of the COMPANIES ACT and the Memorandum of Articles of Association of the third defendant Company as well as for a permanent injunction restraining the defendants, their men, agents or anybody working under them from enforcing or acting or proceeding in any manner in future in relation to the sale agreement entered into between the first defendant and third defendant dated 14.07.2005.

2(b). Civil Suit No.627 of 2008 was filed by the appellant/plaintiff against Nova Dyeing and Printing Mills Limited/first defendant and Mr.Thakur J.Bakshani/second defendant for a judgment and decree directing specific performance of the terms of the agreement for sale dated 14.07.2005, by executing the sale deed and conveying the Schedule-B mentioned property by the defendants 1 & 2 to and in favour of the appellant/plaintiff with a consequential permanent injunction restraining the defendants, their men, servants, agents or any other claiming under them from in any manner alienating or encumbering or altering the physical features of or parting with the Schedule-B property to any third parties, except in accordance with the agreement for sale dated 14.07.2005 entered into between the parties herein, alternatively, to direct the defendants to make the payment of Rs.78 Crores as damages to the appellant/plaintiff.

3. For the sake of convenience, the appellant-Shrutivinda Agro Farms Private Limited, who is arrayed as the first defendant in C.S.No.877 of 2005 and also the plaintiff in C.S.No.627 of 2008, will be hereinafter referred to as “the first defendant”, the third defendant-Nova Dyeing and Printing Mills Limited in C.S.No.877 of 2005, who isarrayed as the first defendant in C.S.No.627 of 2008, will be hereinafter referred to as “the third defendant company”, Mr.Thakur J.Bakshani, the plaintiff in C.S.No.877 of 2005, who is also arrayed as the second defendant in C.S.No.627 of 2008, will be hereinafter referred to as “the plaintiff”, Mr.Harish J.Bakshani, the fourth defendant in C.S.No.877 of 2005 and Mr.I.Prem Watwani, the fifth defendant in C.S.No.877 of 2005, will be hereinafter referred to as “the fourth and fifth defendants”in this judgment.

4.1. Civil Suit No.877 of 2005 was filed by the plaintiff contending that he and his family members are the major shareholders of the third defendant company 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 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 t