TaxTMI 
TaxTMI 
TaxTMI 
2025 (3) TMI 633
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....ted by the Appellants and Respondent, whereby Appellant Nos. 2 and 3 had agreed to sell their entire (100%) shareholding in the Appellant No. 1 Company to the Respondent. 4 Appellant Nos. 2 and 3 terminated the SPA, before the consummation of the sale of shares in favour of the Respondent, which was challenged by the Respondent by invoking arbitration. In the interim, the Respondent moved court, under Section 9 of the A&C Act, seeking interim protection restraining the Appellant Nos. 2 and 3 from selling their shares to any third party pending arbitration. 5. By way of an order dated 24.07.2024, passed in O.M.P. (I) Comm. No.233/2024, the court referred the disputes to the Arbitrator appointed by the court with the consent of the parties, and enabled them to approach the Learned Arbitrator under Section 17, to seek interim protection sought for from the court under Section 9 of the A&C Act. 6. Subsequently, the AT, vide impugned order dated 14.11.2024, restrained the Appellant Nos. 2 and 3 from alienating their shareholding in Appellant No. 1, pending conclusion of arbitration. 7. Aggrieved by the AT's order, the present appeal has been preferred. 8. In order to appreciate the....
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.... the amount to be paid by the Respondent was to be used for paying the balance 90% of the auction value of the Plot to the OL. 15. Appellants have alleged breach of Clause 1(iv)(d) and Clause 8 (iv) of the SPA by the Respondent, by failing to pay the balance sale consideration, which constrained the Appellant Nos. 2 and 3 to issue a termination notice dated 05.07.2024 consequent upon which they entered upon an agreement dated 15.07.2024 with one M/s Radha Rani Infra Projects for the sale of its shareholding in the Appellant No. 1. 16. Respondent have disputed the termination and denied having received any communication from the Appellants for making the balance payment. Respondent has claimed it has always been ready and willing to perform its part of the bargain in the SPA by paying the remaining sale consideration, both for the shares and the Plot. 17. Appellants disputed the Respondent's ability to seek specific performance of the SPA on the ground that SPA is a contingent contract. Appellant's obligation to transfer shares and the Plot was contingent upon it acquiring the Plot in its name with the confirmation of sale by the OL, which could not be achieved. In the absence of....
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.... be kept in mind while hearing an application for grant of injunctions, as enumerated in Colgate Palmolive (India) Ltd. v. Hindustan Lever Ltd. (1999) 7 SCC 1. 22. I have heard learned counsel for the parties and gone through the records. 23. This Court while dealing with an appeal under Section 37 (2) of the A&C Act, especially one arising from discretionary orders passed at an interlocutory stage, has to be circumspect in its approach, keeping in view the principle of least intervention. The A&C Act is intended to provide an alternative avenue for dispute resolution and any interpretation of the act which tends to multiply disputes must be avoided. An appellate court will ordinarily not interfere with the discretion exercised by the AT in the first instance, unless the said discretion is proved to have been exercised arbitrarily, capriciously, perversely or ignoring the settled principles of law regulating grant or refusal of interlocutory injunctions. It is also pertinent to note that Section 5 of the A&C Act crystallizes the legislative philosophy permeating throughout the Act, which is that there should be minimal judicial interference with arbitral proceedings. At this stag....
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.... the amount in dispute in the arbitration. Whether, in exercising such jurisdiction, the arbitrator has acted in accordance with law, or not, can, of course, always be questioned. While examining such a challenge, however, the Court has to be mindful of its limitations, in interfering with the decision of the arbitrator, especially a decision taken at the discretionary level, and at an interlocutory stage. xxx 68. It is, no doubt, possible to argue that the intent, of Section 5, is to restrict judicial intervention, with arbitral proceedings, and orders passed therein, to the avenues for such interference, as provided by Part I of the 1996 Act, and not to restrict the scope of the Sections and the provisions contained in Part I. Perhaps. Section 5 remains, however, a clear pointer to the legislative intent, permeating the 1996 Act, that judicial interference, with arbitral proceedings, is to be kept at a minimum. Significantly, in Venture Global Engineering v. Satyam Computer Services Ltd., (2008) 4 SCC 190, it was opined that the scheme of the 1996 Act was "such that the general provisions of Part I, including Section 5, will apply to all Chapters or Parts of the Act". In Stat....
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....shown that the discretion so exercised is perverse in any manner or contrary to the law. In the present case, no such exception has been made out by the appellant." xxx 35. From a conspectus of the aforesaid judgments, it is explicitly and luminously clear that while exercising power under Section 37 (2) (b), the Court is required to maintain an extremely circumspect approach keeping in mind the object and purpose of the legislation and Section 5 of the 1996 Act which is a clear pointer to the legislative intent of keeping the Court's interference at the minimum." 27. A similar view has been taken by Co-ordinate Benches of this Court in World Window Infrastructure (P) Ltd. v. Central Warehousing Corpn., (2021) 3 HCC (Del) 731, GLS Foils Products (P) Ltd. v. FWS Turnit Logistic Park 2023 SCC OnLine Del 3904, and Dinesh Gupta v. Anand Gupta. 2020 SCC OnLine Del 2099. 28. Keeping in view, the import of the decisions discussed hereinabove, I would now make an endeavour to see whether the impugned order suffers from any infirmity or arbitrariness. 29. The Appellants have contended that the Contract is inherently determinable in nature, even in the absence of a provision for te....
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....36. Appellant has contended that since the Respondent has not sought for specific performance of the SPA and has chosen only to seek declaration against the termination, the interim injunction granted by the AT staying the SPA, amounts to a granting specific performance of the SPA, which the Respondent itself has not claimed. 37. This contention is specious. The Respondent by seeking to get the termination of SPA declared as null and void is in effect claiming that the SPA is valid and subsisting and binding on it. This shows Respondent's willingness to conclude the sale by making the payments payable under the SPA and pending the conclusion of sale it sought to preserve the shares from being sold to a third party, for which consequential relief of injunction was sought. 38. If the Respondent had asked for a simpliciter injunction, without seeking any other substantive prayer to declare the purported termination of SPA bad in law, the Appellant may have been correct in opposing the interim injunction in the ground, that without showing any willingness to abide by the SPA, the Respondent could not injunct the Appellant from dealing with the shares in question. 39. AT has dealt wi....