JUDGMENT

O.A. 46/2019 & IA No. 7673/2015

1. This order disposes of I.A. 7673/2015 filed by the plaintiff seeking impleadment of legal heirs of defendant no.2/Sh. D.K. Jain as also Chamber Appeal being OA 46/2019 under Rule 5, Chapter II of the Delhi High Court (Original Side) Rules, 2018 preferred by the proposed legal representatives 2(A), 2(B) and 2(D) of defendant no.2. Vide OA No. 46/2019, the appellants seek to assail the order dated 04.02.2019 passed by the learned Registrar in FAO (OS) 534/2014 and RFA (OS) 126/2014 allowing the plaintiff’s application for impleadment of legal heirs of defendant no.2. Though FAO (OS) 534/2014 and RFA (OS) 126/2014 already stand disposed of on 11.02.2019, the Division Bench, while disposing of these appeals had directed this Court to decide OA 46/2019. As this Chamber Appeal raises identical issues as have been raised in I.A. 7673/2015, the same are being decided together vide this order.

2. Before dealing with the rival submissions of the parties, the brief factual matrix as is necessary for adjudication of the chamber appeal as also of I.A. 7673/2015 may be noted.

3. As per the case set up in the plaint, the plaintiff is a company incorporated under the provisions of the Companies Act, 1956 and is CS(OS)76/2010 Page 2 of 27 Signature Not Verified Digitally Signed primarily engaged in the business of real estate development and construction. The defendant no.1/Sh. C.S. Agarwal, claiming to be a director of defendant no.3 approached the directors of the plaintiff in May 2007 with a proposal to co-develop a Multi-services Special Economic Zone(SEZ) on a land ad-measuring 100 hectares located in Sidhrawali Village on National Highway-8, Delhi-Jaipur Highway, Manesar District, Gurgaon, Haryana. It is averred that the defendant no.1 claimed to own and control numerous companies under the brand name “Rockman Group” with varying businesses including the development of SEZs. During his meetings with the plaintiff, the defendant no.1 informed the plaintiffs that the defendant no.3 possessed and controlled large parcels of land in Gurugram (250 acres), Jaipur(2500 acres) and Ludhiana (250 acres).

4. Based on these representations made by the defendant no.1, who also produced a copy of the Board Resolution of the defendant no.3 company signed by its other director/defendant no.2 authorizing him to negotiate in respect of proposed SEZ at Gurugram, the plaintiff, on 18.06.2007,entered into a Memorandum of Understanding (MoU) with the defendant no.3as per which MoU the SEZ was to be developed through a Special Purpose Vehicle (SPV). It was agreed that the plaintiff would pay a sum of Rs. 185,00,00,000/- to the defendant no.3 in instalments for acquisition of 74% shareholding in the SPV.As per the MoU, it was for the defendant no.3 to obtain, on or before 31.12.2008, a notification from the Government of India declaring the land as SEZ failing which the plaintiff would be at the liberty to seek refund of the amount paid by it.

5. In terms of the MoU, the plaintiff advanced a sum of Rs. 43,00,00,000/- to the defendant no.3 in two installments of Rs.

CS(OS)76/2010 Page 3 of 27 Signature Not Verified Digitally Signed

40,00,00,000/- and 3,00,00,000/-. However, since the defendants did not obtain the necessary notification from Government of India by 31.12.2008, the plaintiff sought refund of the amount from the defendant nos. 1 to 3. On the same date, a number of public notices issued by defendant no.2 appeared in various newspapers stating therein that he had signed a letter of authority and certain blank papers in favor of defendant no.1 when he was hospitalized, which authority letters, he was now cancelling/revoking. It is the plaintiff’s case that these notices were issued by defendant no.2 in collusion with defendant no.1, the only aim thereof being to wriggle out of the obligation under the MoU to refund the amount to the plaintiff.

6. Upon repeated representations being made by the plaintiff for refund of