CS(OS) No. 150/2012 Page 1 of 74

IN THE HIGH COURT OF DELHI AT NEW DELHI

Judgment Delivered on 16.11.2012

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CS(OS) 150/2012

SHIJU JACOB VARGHESE & ANR. .... Plaintiffs

Through Mr. Anil Airi with Mr. Naveen Kumar

Versus

TOWER VISION LTD. & ORS. .... Defendants

Through Mr. Rajiv Nayyar, Senior Adv. For

Defendant nos. 1,2,4,5,6 and Mr. Parag P.

Tripathi , Senior Adv. For Defendant no. 3

CORAM:

HON'BLE MR. JUSTICE KAILASH GAMBHIR

IA No. 4784/2012 (Order 39 Rule 4 CPC), IA No. 4785/2012 (under

Sections 16 to 19 CPC) and IA No. 4786/2012 (Order 7 Rule 11 CPC) in

CS(OS) 150/2012

1. This order shall dispose of IA No. 4784/2012 under Order 39 Rule 4,

CPC, IA No. 4785/2012 under Sections 16 to 19, CPC and IA No. 4786/2012

under Order 7 Rule 11, CPC filed by the defendants.

2. Before I proceed to decide these applications, a brief narration of the

facts of the case as set out by the plaintiffs and germane to the controversy are

that the plaintiffs have filed the present suit for perpetual and mandatory

injunction, declaration and rendition of accounts against the defendants. The

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plaintiff no.1 is stated to be a Non Resident Indian based in United Kingdom

having expertise in providing consultancy services relating to business setup in

the telecom sector all over the world, more particularly in India. The plaintiff

no.2 is a Limited Liability Partnership incorporated under the laws of the United

Kingdom wherein the plaintiff no.1 along with one Triassic Investments Ltd.

are the members. The defendant no.1, Tower Vision Limited, TVL, is a

company incorporated in Israel. The case of the plaintiffs is that the promoters

of defendant no.1 company had approached the plaintiffs sometime in the year

2004-05 for setting up the Cellular Tower Business in India and it was

promised by the defendant no.1 that in return the plaintiffs would be given

sizeable share in the business of defendant no.1 company apart from

compensating the plaintiffs for their expert services. Such a promise made by

the defendant no.1 was duly recorded in the First Consultancy Agreement

dated 1.8.2005, wherein it was specifically agreed that apart from the

compensation for its services, the plaintiff no.2 shall also have an irrevocable

right to purchase 7% equity shares of the defendant no.1 company at any time

for a nominal sum. With the execution of the said Consultancy Agreement, the

plaintiff no.1 started providing all inputs, services and expertise required for

setting up the Tower Management business in India. After the platform for the

launch of the said business was ready, the defendant no.1 incorporated a

company under the name and style of Tower Vision India Pvt. Ltd., i.e. TVIL,

the defendant no.3 herein on 27.1.2006. The defendant no.1 then formed a

Limited Partnership in Israel, TVLP, defendant no.2 herein, by way of a

Limited Partnership Agreement dated 26.3.2006 for inter alia making

worldwide investments in the field of Telecom Tower Management. Under the

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said Limited Partnership Agreement, the defendant no.1 company was made

the General Partner of the partnership and in terms of Clause 9 of the same, it

was vested with absolute, unlimited and unfettered rights and control over the

entire management/ business of the partnership along with the powers to

execute and enter into any binding agreements on behalf of the partnership

including the right to encumber the business o