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2021 (10) TMI 1344 - HC - Companies LawSuit for specific performance of a Share Purchase Agreement - Sections 241 and 242 of the Companies Act 2013 - HELD THAT:- It cannot be that if a court does not pass an order within a specific time, then the contract falls apart. If this is the submission, and it seems to me to be precisely the formulation of the Defendants, it is found very difficult to accept. It would amount to placing responsibility for the failure of the contract on the court or the tribunal in question. The provision in clause 4.2(b) must be read reasonably, having regard to the conditions in our tribunals. This public interest, whatever it be, must be subordinated to the much larger and wider public interest that dictates that contracts, once executed, have sanctity. They cannot so easily be allowed to slip their moorings. It is extremely difficult to accept the proposition that a contract, though solemnly entered into, can be given short shrift because a particular order of a Tribunal has not been obtained by a particular date or within a particular time. If parties are required to reasonably extend that time to enable that Tribunal or Court to pass a needed order, they must make the attempt to impress on that tribunal the fact that it what is sought is not contentious, that there is pressing urgency, and that both sides might conceivably be very greatly prejudiced if an order is not made. But that is all that needs - and needed - to be done. The NCLT can hardly be expected to divine the finer details of a contractual pre-condition unless something more is done than mere filing - It cannot be accepted that ILFS’s refusal to extend the LSD is justifiable on the ground that the NCLT order is not received. Application disposed off.
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