TaxTMI 
TaxTMI 
2023 (7) TMI 158
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....dents. The prayers sought in the petition were as under: "a. pass an order of injunction in favour of the petitioner and against respondent no. 1 staying the termination notice dated 02.03.2010 and restraining respondent no. 1 from taking any steps pursuant to the said letter of termination, till the passing of the arbitral award in the arbitration proceedings; b. pass an order of injunction in favour of the petitioner and against the respondents, restraining the respondents or any person claiming through or under them from in any manner whatsoever, directly or indirectly acting in breach of the Collaboration Agreement or from creating any third party rights in the Project Land or from parting with possession of the Project Land in favour of any third party, till the passing of the arbitral award in the arbitration proceedings; c. pass an order of injunction in favour of the petitioner and against the respondents, restraining the respondents or any person claiming through or under them from in any manner whatsoever, directly or indirectly, dealing with the Project Land or from entering into any kind of agreement / arrangement with any third party in relation to or in connec....
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.... branch at Parliament Street, New Delhi- 110001 to allow the parties to access the title deeds kept in the Bank Locker; Alternatively, b) Direct the authorized representative of the Petitioner Company i.e. Mr. Rakshit Jain to cooperate with the Petitioner Company in taking out the title deeds from the said Bank Locker in order to enable the Parties to put the same in a separate bank locker." 8. Vide order dated 22.07.2022, it was directed by this Court as under: "LA. 2935/2020 Despite the direction contained in order dated 03.06.2022, the respondents have still not filed a reply to this application. Mr. Ravi Gupta, learned senior counsel appearing for the petitioner submits that original title deeds, which are of interest both to the petitioner and the respondents, are lying in a bank locker at the SBI Branch at Parliament Street, New Delhi, which locker was to be operated jointly by the representative of the petitioner and of respondent No. 4. However, it is submitted, that since the petitioner's representative Mr. Rakshit Jain has since left its employment, the petitioner is unable to operate the locker, which is 'attached' to the savings bank account of ....
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.... a material interest in the land in question to the extent of 39.89%, and consequently, it has interest in the title deeds thereof. Therefore, it was contended, that the title deeds cannot be handed over to the petitioner as sought. It was also emphasized that the Scheme of Demerger has not yet been implemented, inasmuch as the allotment of shares as contemplated therein and also execution of various forms and documentation, are still pending. These are also stated to be the subject matter of pending proceedings before the NCLT, Delhi. 11. It was also averred in the application [I.A. No. 14881/2022] by Mr. Rakshit Jain that he ceased to be a Director/Authorized Representative of the petitioner as a consequence of Scheme of Demerger. However, it was submitted that while transfer of employees has taken place, other aspects of the Scheme are yet to be implemented. 12. It was submitted that only once the Scheme of Demerger was successfully implemented, that the "Demerged Undertaking" with all its assets, liabilities, interest, rights etc shall stand vested with all accruing benefits in MGF Developments Limited (Resulting Company). 13. In the backdrop of the aforesaid pleadings, it i....
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.... summoned to court, to elicit his position, so that the locker may be accessed and the title deeds may be transferred to another locker to be held and operated jointly by the petitioner and the respondents, to preserve the documents that are crucial for the on-going arbitral proceedings. Accordingly, Mr. Rakshit Jain s/o Col. S. N. Jain (Retd.) r/o C-14, Green Park Extension, New Delhi is directed to remain personally present in court on the next date of hearing. A copy of this order be communicated to Mr. Rakshit Jain by the petitioner. Let proof of communication be placed on record. In the meantime, the respondents are directed to file their reply to this application, if any, within 02 weeks; failing which the application will be decided without awaiting such reply." 4. Pursuant to the above directions, an application i.e. I.A. No. 14881/2022 has been filed on behalf of Mr. Rakshit Jain referring to certain proceedings of the NCLT and raising contentions about the rights of the petitioner in these proceedings. The said application is still pending. However, as far as the relief sought in the present application is concerned, the respective counsel for all the parties i....
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....oximately 42 acres at Sector 26, Revenue Estate of village Sikanderpur Ghosi, tehsil and District Gurgaon be kept in a bank locker to be operated by joint mandate of Petitioner, Respondent (Bhatnagar Group) and MGF Developments Limited" 18. Since the averments made in I.A. No. 7896/2023 was substantially a repetition of the averments made in I.A. No. 14881/2022, respective parties were heard on the said application on 26.04.2023 and the judgment was also reserved thereon. 19. The name of the petitioner has been changed from "Emaar MGF Land Limited" to "Emaar India Limited". Amended memo of parties to this effect is on record. Submissions of the parties 20. In the above backdrop, the submissions of the respective counsel for the parties are as under. 21. Mr. Sandeep Sethi and Mr. Ciccu Mukhopadhyaya, learned senior counsels appearing on behalf of the applicant in IA No. 2935/2020 have strenuously contended that it is not permissible for MGF/Rakshit Jain to prevent the petitioner from accessing title deeds of the land in question. It is further submitted that the arbitration between the petitioner and respondents is at an advance stage and there is a possibility of settlement be....
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....tioner and the respondents. 26. It is strenuously contended that these proceedings are not concerned with enforcement of rights that may be asserted by MGF under the scheme of Demerger or under any subsequent agreement/s sought to be relied upon by MGF. It is also contended that the only prayer sought in IA 14881/2022 filed on behalf of the Mr. Rakshit Jain was to seek modification of the order dated 22.07.2022, in which the only direction qua Mr. Rakshit Jain was to direct him to remain personally present in the court on the next date of hearing. 27. It was re-emphasised that there is no impediment in the joint custody of title deeds being given to the petitioner and the respondents. Analysis and Findings 28. Having considered the contentions of respective counsel for the parties, I am of the considered opinion that the title deeds of the land in question are liable to be kept in the joint custody of the petitioner i.e. Emaar India Limited and Mr. Vikram Bhatnagar, respondent no. 4 and authorized representative of other respondents. The prayer made in I.A. No. 7896/2023 to the effect that MGF Developments Limited be also directed to have joint custody of the title deeds is lia....
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....ut in Annexure 2, shall be free and clear of all encumbrances and liens and that the Demerged Company shall take necessary steps to release the encumbrances/liens of such assets, if any, by December 31, 2016, except as otherwise agreed." 32. "Annexure 2" as referred in the aforesaid stipulation in the Scheme of Arrangement admittedly includes the land in question. 33. Subsequently, on objections being filed by the respondents herein, it was directed by the NCLT, vide judgment/order dated 16.07.2018 as under: "OBECTIONS OF VARIOUS OBJECTORS: BHATNAGARS 5. Against the aforesaid Scheme, various sets of objections have been filed by the objectors. One set of objections have been filed by one Mr. Virendra Kumar Bhatnagar and Mr. Anurag Bhatnagar dated 31.03.2017 vide CA No. 147 of 2017. The objectors are JV Partners with the Demerged Company-EMAAR MGF Land Ltd. in one of the Real Estate Project (Commercial Complex by the name of Capital Tower in Gurugram, Haryana). The said project is proposed to be demerged from the Demerged Company to the Resulting Company as part of the Demerged Undertaking. Reply to the objection was filed and even rejoinder has been filed by the objectors....
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....t to the Resulting Company, the debenture holders shall be entitled to an equivalent number of fully paid debentures of the face value of Rupees Three Hundred and Seven Thousand Eight Hundred Seventy Six (INR 307,876) each in the Resulting Company. At the time of redemption, the liability in respect of the debentures of the Demerged Company as aforesaid shall be Rupees Six Hundred Ninety Two Thousand One Hundred Twenty Four (INR 692,124) per debenture, and the liability in respect of the debentures of the Resulting Company shall be Rupees Three Hundred and Seven Thousand Eight Hundred Seventy Six (INR 307,876) per debenture. The above shall be subject to Applicable Law, listing and/or admitted to trading on the relevant stock exchange in India where the debt securities are listed and/or admitted for trading and the Demerged Company and the Resulting Company will make necessary filings to the Stock Exchange in relation to the same. In accordance with Clause 24.2 of the Scheme, any other part of the Scheme which as a result of Capital Tower Project now being retained in the Demerged Company requires modification to ensure compliance with Section 2(19AA) of the Income Tax Act, shal....