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2017 (4) TMI 537 - HC - Companies LawPerpetual injunction restraining the defendants from revoking, canceling or terminating the registered user agreement - Held that:- Mere stipulation of time in the contract does not automatically attract the time being the essence of a contract. The time, being the essence of a contract, must be gathered from the various clauses of an agreement and the intention of the parties in course of the dealing. In the instant case, it is a debatable issue whether the parties extended the time stipulated in the said agreement, which can only be decided upon full-fledged trial. It would not be wrong to say that if the time stipulated in the agreement is extended mutually even in absence of any stipulation in this regard in the agreement, such time cannot be an essence of a contract. It would not be proper for this Court to delve into these questions at the interlocutory stage when both the parties are at variance on extension of time. The Court can safely proceed on the premise that the financial support was given by the GVL to BWL by increasing the share capital of BRC and allotting those additional shares to GVL at a premium of ₹ 48/- per share with clear understanding that the same would be returned to BWL at a price of ₹ 158/- per equity share. The various clauses in the MOU conveys a definite intention of the parties that such amount is secured by nominating a person in the board of directors of the BRC by GVL. The matter took the different turn when the GVL wanted to have a full control of the BRC as BWL failed to buy back those shares within the stipulated time. Various meetings are called by the BRC and applications are pouring in on every such action for protection and preservation of the rights of the respective parties. From time to time the Court passes interim orders which are still operative. There is no difficulty in molding the relief under the changed circumstances even if the rights of the parties are crystallized at the time of institution of the suit. The interim orders are passed in aid of the final relief to protect and preserve the rights of the parties. This Court is unable to accept the submission of Mr. Mitra that the Court cannot pass an interim order on the basis of the facts unrelated and / or unconnected with the main reliefs. Thus All the applications are disposed of on the following orders:- (i) All the parties are restrained from issuing any further shares of BRC and / or from changing the capital structure of the said company in any way or manner whatsoever; (ii) BWL and BRC are restrained from revoking, canceling or terminating the registered user agreement dated February 25, 2008 as modified by the agreement dated February 26, 2010 read with the letter of undertaking dated February 26, 2010 issued by the BWL to GVL till 25th February, 2020; (iii) The GVL and BRC and their agents, assigns and / or directors are restrained from selling, transferring, alienating and / or mortgaging the immovable assets of BRC; (iv) The Joint Special Officers appointed by the Division Bench in the order dated 6th February, 2012 shall continue to function and discharge their duties in the manner as indicated in the said order. In addition thereto, the Joint Special Officers shall submit the accounts in the form of report on half yearly basis till the disposal of the suit; (v) BRC is further restrained from inducting any new directors into the Board of Directors till the disposal of the suit.
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