IMPORTANT POINT
When there is no prima facie case from the material on record and main relief could not be granted, in interim relief can be given by the Court.

R.D.Dhanuka, J.—By this notice of motion, the plaintiff has prayed for injunction against the defendants, their servants, agents and persons claiming through them from transferring and/or alienating and/or creating third party rights and/or any encumbrances in respect of 52 % shares in the 1st defendant company and for other reliefs. The plaintiff has filed this suit inter alia praying for specific performance of the agreement dated 22nd November, 2007. Some of the relevant facts for the purpose of deciding this notice of motion are as under :-

2. Defendant no.1 has been operating as Air Taxi Operator. Defendant no.2 holds 100% shareholding of defendant no.1. Defendant nos. 3 and 4 are the directors of the 1st and 2nd defendants each having 50% holding. The 1st defendant runs helicopter services to and from Shri Mata Vaishnovdevi Shrine. The trust of the said Shri Mata Vaishnovdevi Shrine issued a tender on 18th October, 2007 for three years commencing from 1st January 2008.

3. On 22nd November 2007 the plaintiff and the defendant no.1 entered into a writing. It is provided in the said writing that M/s.Swaran Salaria and Associates will acquire 50% stake in Himalayan Heli Services Pvt. Ltd. from World Expeditions(I) Pvt. Ltd. for a consideration of Rs.300 lacs and will infuse further Rs.500 lacs into the defendant no.1 company by way of equity share capital of Rs.5 lacs and share premium at Rs.495 lacs. It was further provided that with the infusion of Rs. 5 lacs of additional capital by Swaran Salaria and Associates, the defendant no.2 will also bring Rs. 5 lacs as equity but at par so as to maintain parity in the shareholding pattern i.e. 50% each. It is recorded that as and by way of advance Rs. 50 lacs and Rs.25 lacs by two separate cheques were paid by the plaintiff and received by the defendant nos.2 and 1 respectively. It is further agreed by both the directors of the defendant no.2 that they would transfer additional 1% stake in defendant no.1 to the plaintiff at appropriate time for strategic reasons as mutually discussed. In clause 5 of the said writing it was recorded that irrespective of the shareholding pattern, the profit sharing between the defendant no.2 and the plaintiff shall be on 50 : 50 basis. Both parties shall have first right of refusal for stake sale (full or partial).

4. In clause 7 of the said writing it was provided that the plaintiff and the defendant no.2 will have two directors each and the board of the defendant no.1 to represent their respective interest. Plaintiff would be represented by Mr.Shamee Salaria and Mrs.Santosh Salaria. In clause 8 of the said writing it was provided that a detailed shareholders agreement shall be executed in due course. By e-mail dated 22nd November 2007 to the plaintiff the defendant no.4 referred to the advise given by the consultant that shareholding pattern should remain 50% each. It was stated that need of the plaintiff of additional 1% stake could be always be met by other means and hence question of acquiring 1% additional stake must be deleted from the agreement that was being prepared. It was also mentioned that before the plaintiff decides to go public and issue IPO, both parties have to work hard and have the company operating at a respectable and trustworthy standard. They would be competing with Dr.Vijay Malya and may be others. The defendant no.4 enquired as to what type of time frame the plaintiff was looking at for going IPO. The plaintiff was informed that a third party evaluator could be acceptable to both the partners. Defendant no.4 requested the plaintiff to delete the point no.1 from the agreement and requested that clarification with regard to point nos. 2 and 3 mentioned in the said e-mail be given by the plaintiff.

5. By e-mail dated 24th November 2007 the defendant no.4 informed the plaintiff that he will get in touch with Director General of Civil Aviation and check the status of helipad approval and find out stage of progress. It is m