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        Companies Law

        2020 (9) TMI 174 - HC - Companies Law

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        Appeals allowed, trial court orders set aside, respondents restrained from alienating properties. New parties impleaded. The appeals were allowed, setting aside the trial court's orders. The respondents were restrained from alienating the suit properties pending suit ...
                        Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.

                            Appeals allowed, trial court orders set aside, respondents restrained from alienating properties. New parties impleaded.

                            The appeals were allowed, setting aside the trial court's orders. The respondents were restrained from alienating the suit properties pending suit disposal. Dr. Kilaru Panduranga Prasad and M/s. A.K. Estates and Construction Private Limited were impleaded as necessary parties. Appellants were awarded costs of Rs. 20,000 each.




                            Issues Involved:
                            1. Validity of the agreements of sale.
                            2. Authority of the 2nd respondent to execute the agreements.
                            3. Use of old and out-of-state stamp papers.
                            4. Payment of consideration and the impact of demonetization.
                            5. Allegations of collusion and conspiracy.
                            6. Balance of convenience and irreparable injury.
                            7. Conduct of respondents in alienating the suit properties.

                            Issue-wise Detailed Analysis:

                            1. Validity of the agreements of sale:
                            The appellants contended that the agreements dated 21.11.2016 were executed for the sale of plots, and they paid part of the consideration. The respondents argued that the agreements were false and created by the 2nd respondent. The court noted that the agreements were executed by the 1st respondent Company through the 2nd respondent and prima facie supported the appellants' claims.

                            2. Authority of the 2nd respondent to execute the agreements:
                            Respondents 1, 3, and 4 contended that the 2nd respondent had authorized the 3rd respondent to execute sale deeds, questioning the 2nd respondent's authority. The court held that the appellants, dealing in good faith with the 2nd respondent as Managing Director, were protected by the doctrine of "indoor management" and were not bound to inquire into internal management issues.

                            3. Use of old and out-of-state stamp papers:
                            The respondents argued that the use of stamp papers from 2014 and from Andhra Pradesh invalidated the agreements. The court referred to the Supreme Court's decision in Thiruvengada Pillai v. Navaneethammal, which held that old stamp papers do not invalidate agreements. The court also cited V. Giridhar Kumar v. Sellammal, which allowed the use of out-of-state stamp papers, provided the proper duty is paid.

                            4. Payment of consideration and the impact of demonetization:
                            The respondents doubted the payment of Rs. 20,00,000 and Rs. 10,00,000 due to demonetization. The court found that the 2nd respondent admitted receiving the amounts on behalf of the 1st respondent, making the issue of demonetization irrelevant. The appellants were not required to prove the payment again.

                            5. Allegations of collusion and conspiracy:
                            The respondents alleged collusion between the appellants and the 2nd respondent. The court held that mere allegations without trial cannot be used to doubt the agreements. The criminal complaints regarding theft of stamp papers were not sufficient to presume conspiracy.

                            6. Balance of convenience and irreparable injury:
                            The court found that the appellants had made out a prima facie case, and the balance of convenience was in their favor. It held that irreparable injury would be caused if the respondents were allowed to alienate the suit properties pending the suit.

                            7. Conduct of respondents in alienating the suit properties:
                            The court noted that the respondents executed sale deeds after the trial court's decision and before the appeal time expired, indicating a lack of bona fides. The court deemed these transactions collusive and suspended the transfer of rights pending the disposal of the suits.

                            Conclusion:
                            The appeals were allowed, and the orders of the trial court were set aside. The respondents were restrained from alienating the suit properties pending the disposal of the suits. The court also impleaded Dr. Kilaru Panduranga Prasad and M/s. A.K. Estates and Construction Private Limited as necessary parties. The appellants were awarded costs of Rs. 20,000 each.
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                            ActsIncome Tax
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