TMI Blog2023 (1) TMI 1036X X X X Extracts X X X X X X X X Extracts X X X X ..... m Mondon Investments Ltd. It is further to be noted that part of the amount received by A.R. Developers Private Limited has been used to pay Rs.52.76 crores to the consortium of six land-owning companies as Advance against Future Projects . A blanket order directing maintenance of status quo in respect of the all 11 properties admeasuring 115 acres is not justified. If such an order is allowed to continue, it will cause irreparable injury to the appellant and the respondent No.4 inasmuch as the entire development would be stalled - Appeal allowed in part. - CIVIL APPEAL NO. 523 OF 2023 ( Arising out of SLP(C) No. 11779 of 2020 ) - - - Dated:- 25-1-2023 - [ JUSTICE B. R. GAVAI ] And [ JUSTICE VIKRAM NATH ] JUDGMENT B. R. GAVAI, J. 1. Leave granted. 2. The present appeal arises from the judgment and order dated 16th December 2019, passed by the Division Bench of the High Court of Delhi, thereby allowing a Company Appeal, being Company Appeal No. 10 of 2019, against an order dated 21st February 2019 passed by the learned Single Judge of the High Court of Delhi, in Company Petition No. 482 of 2009, wherein earlier interim orders of the learned Single Judge, dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th January 2015. Subsequently, the investigation thereon resulted in a charge sheet dated 2nd December 2016, wherein it was alleged that huge sums of money were diverted, defalcated and siphoned off from the corpus of respondent No. 3 Company, which was meant to be utilized for the construction of the project. 3.5 The appellant herein is a 100% FDI company with investors based in Singapore and Japan. In the year 2014, a development and management agreement was entered into between the appellant herein and a consortium of six land-owning companies i.e. Aeren R. Mallz Pvt. Ltd., Aeren R Township Pvt. Ltd., Yashraj Buildcon Pvt. Ltd., Yashvardhan Infrastructure Developers Pvt. Ltd., Aeren R Buildcon Pvt. Ltd. and PMC Entertainment Pvt. Ltd. (now, Fortune R Buildco Developers Pvt. Ltd., i.e., respondent No.4 herein), for exclusive developmental rights over 11 properties extending to 115 acres of land in a real estate project launched by the consortium of six companies for a consideration of Rs. 43 crores. 3.6 Neither the appellant herein nor the consortium of six land-owning companies were originally parties to the winding up proceedings of respondent No.3 Company. Respondent Nos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... either the appellant nor respondent No.4 herein has any concern with respondent No.3. It is submitted that the finding of the Division Bench of the High Court, that the properties, wherein the appellant had invested an amount of around Rs.66 crores through intermediate companies i.e. A.R. Developers Private Limited and A.R. Enterprises Private Limited, were purchased through the funds of respondent No.3, is totally erroneous. 6. Shri Sundaram submitted that none of the Directors of the appellant are Directors of the respondent No.3-Company. It is submitted that under Section 339 of the Companies Act, 2013, the Company Court can pass an order only in respect of a Director, Manager or Officer of the Company or any person, who were knowingly parties to the carrying on of the business in the manner set out in Section 339 of the said Act. He submits that since the liquidation proceedings are only in respect of the respondent No.3, the Company Court could have passed an order only in respect of the properties of the Director, Manager or Officer of the Company or any person, who is knowingly party to the carrying on of the business of the respondent No.3 in the manner set out in Sectio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... It is submitted that the said Festival City Mall has been constructed by the respondent No.3 Company and the respondent Nos. 1 and 2, if they have any claim, it is only against the said Company. It is submitted that the respondent No. 3 Company is under liquidation and the respondent Nos. 1 and 2 can raise their claim in the liquidation proceedings. 12. Shri Vivek Kohli, on the contrary, submits that the Division Bench of the High Court, by an elaborate and reasoned order, has passed an order of injunction. He submits that the Division Bench of the High Court has rightly, after lifting the corporate veil, found that all these transactions were entered into by Dr. Rajesh Aeren. He submits that the properties in question are all bought from the funds invested in the respondent No.3 Company in a surreptitious manner. He submits that the said Dr. Rajesh Aeren has played a fraud upon investors like respondent Nos. 1 and 2. He submits that the Division Bench of the High Court has rightly found that if an order of status quo is not passed, it may result in fait accompli. 13. A perusal of the order of the learned Single Judge of the High Court dated 21st February 2019 would reveal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Total 39 20 5 Acres 17. While passing an order of injunction, the Courts are required to be guided by the principles of prima facie case, balance of convenience and irreparable injury. We find that, assuming for a moment that the respondent Nos. 1 and 2 along with the other claimants have a claim of around Rs.31 crores, the entire project in an area of 115 acres cannot be stalled. If the Division Bench of the High Court found that, there was a prima facie case in favour of the respondent Nos. 1 and 2, they could have passed an appropriate order to protect the interests of the said respondents rather than stalling the entire project. 18. It is further to be noted that the audit report dated 16th January 2023 of Ellahi Goel Co., Chartered Accountants would reveal that an amount of Rs.66.18 crores has been received by A.R. Developers Private Limited as sale consideration of shares of AERENS ENTERTAINMENT ZONE LIMITED from Mondon Investments Ltd. It is further to be noted that part of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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