Bombay High Court
Rural Fairprice Wholesale Limited And ... vs Idbi Trusteeship Services Limited And 2 ... on 3 April, 2020
Author: K.K.Tated
Bench: K.K.Tated
ia1-20incs.odt
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
INTERIM APPLICATION NO.1 OF 2020
IN
COMMERCIAL SUIT (L) 307 OF 2020
Rural Fairprice Wholesale Limited
and Anr. .. Applicants /
Plaintiffs
vs.
IDBI Trusteeship Services Limited
and Ors. .. Respondents
Mr.Abhishek Kale i/b M/s.Naik Naik and Co. for the plaintiff
Mr.Anirudh Hariani, Mr.Hormaz Mehta, Mr.Yohaan
Limathwala i/b M/s.J.Sagar Associates for the defendant
no.2
CORAM: K.K.TATED, J.
DATED : APRIL 3, 2020 P.C. . Heard.
2 Today the matter is placed on board pursuant to the praecipe dated April 3, 2020 fled by defendant no.2 for speaking to minutes of order dated March 30, 2020.
3 In page 3 paragraph 7 A, Ad-interim relief in terms of prayer clause (a) and (b) are inadvertently typed. Same be corrected as under:
"a. Pending the hearing and fnal disposal of this Suit, this Hon'ble Court be Mohite 1/5 ::: Uploaded on - 03/04/2020 ::: Downloaded on - 04/04/2020 05:37:06 ::: ia1-20incs.odt pleased to order and grant a temporary injunction restraining the Respondents from acting upon and/or giving effect to and/or implementing, directly or indirectly, in any manner whatsoever, the Notices dated 17th March 2020 (Exhibits E-1 and E-2 to the Plaint) and Notices of Sale dated 18th March 2020 (Exhibits F-1 and F-2 to the plaint), including issuing any Orders for Sale of the shares pledged under the two Debenture Trust Deeds (Exhibits- A and B hereto) and the Pledge Agreements (Exhibits C-1 and C-2 hereto) as amended from time to time and in force till date."
"b. Pending the hearing and fnal disposal of this Suit, this Hon'ble Court be pleased to order and direct the Defendants to withdraw any pending Orders for sale placed with the brokers, for Sale of the shares pledged under the two Debenture Trust Deeds (Exhibits- A and B hereto) and the Pledge Agreements (Exhibits C-1 and C-2 hereto) as amended from time to time and in force till date."
4 Rest of the order remains as it is.
5 The original order shall stand corrected as under:
IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION INTERIM APPLICATION NO.1 OF 2020 IN COMMERCIAL SUIT (L) 307 OF 2020 Rural Fairprice Wholesale Limited and Anr. .. Applicants / Plaintiffs Mohite 2/5 ::: Uploaded on - 03/04/2020 ::: Downloaded on - 04/04/2020 05:37:06 ::: ia1-20incs.odt vs. IDBI Trusteeship Services Limited and Ors. .. Respondents Mr.Vikram Nankani, Senior Advocate, Mr.Vineet Naik, Senior Advocate a/w, Mr.Som Sekhar, Mr.Abhishek Kale, Mr.Sumeet Nankani i/b M/s.Naik Naik and Co. for the plaintiff Mr.Anirudh Hariani, Mr.Varghese Thomas, Mr.Hormaz Mehta, Mr.Yohaan Limathwala i/b M/s.J.Sagar Associates for the defendant no.2 CORAM: K.K.TATED, J.
DATED : MARCH 30, 2020 P.C. . Heard. Affdavit of Service is taken on record.
2 By this Interim Application, Applicants are seeking injunction against the Respondent from acting on their notice dated 17.03.2020 and notice of sale dated 18.03.2020 in respect of shares pledged by them with the defendant no.1 by Debenture Trust Deed dated 12.01.2018 and 10.04.2019.
3 The learned Senior counsel for the plaintiffs submits that as on today, outstanding loan payable to the defendant no.2 is near about Rs.610 crores. He submits that as per the Debenture Trust Deed dated 12.01.2018 and 10.04.2019, they pledged 8% of their equity shares with the defendants.
He submits that on the date of Debenture Trust Deed, Mohite 3/5 ::: Uploaded on - 03/04/2020 ::: Downloaded on - 04/04/2020 05:37:06 ::: ia1-20incs.odt market value of the share was Rs.350/- per share. Because of present situation of COVID-19, market has collapsed and on 01.03.2020, market value per share quoted in share market was below Rs.303. He further submits that as per Debenture Trust Deed, the defendants are fully secured. He relies on clause no.6 i.e. Security and Security Providers of the said Trust Deed. He submits that till next date, this Hon'ble Court be pleased to restrain defendant no.2 from taking any steps for selling these shares in the market. He submits that if shares are sold in this situation, irreparable loss will be caused to the plaintiffs.
4 On the other hand, the learned counsel for the defendant no.2 vehemently opposed the grant of ad-interim relief in favour of plaintiffs. The learned counsel for the defendant no.2 fled his written submission. Same is taken on record. He submits that as on today, they have to recover more than Rs.610 crores and as per the present market value, valuation of shares are not more than Rs.350 crores. Therefore, there is no question of granting any ad- interim relief at present.
5 Heard.
6 It is to be noted that when Debenture Trust Deed was executed, market value of the shares were Rs.350 per share and because of COVID-19, share market has collapsed and per share comes below Rs.100.
7 Considering the present situation of market and Mohite 4/5 ::: Uploaded on - 03/04/2020 ::: Downloaded on - 04/04/2020 05:37:06 ::: ia1-20incs.odt COVID-19, I am of the opinion that plaintiffs are required ad- interim protection till next date. In view of these facts, following order is passed:
A. Ad-interim relief in terms of prayer clause (a) and (b) till next date which reads thus:
"a. Pending the hearing and fnal disposal of this Suit, this Hon'ble Court be pleased to order and grant a temporary injunction restraining the Respondents from acting upon and/or giving effect to and/or implementing, directly or indirectly, in any manner whatsoever, the Notices dated 17th March 2020 (Exhibits E-1 and E-2 to the Plaint) and Notices of Sale dated 18th March 2020 (Exhibits F-1 and F-2 to the plaint), including issuing any Orders for Sale of the shares pledged under the two Debenture Trust Deeds (Exhibits- A and B hereto) and the Pledge Agreements (Exhibits C-1 and C-2 hereto) as amended from time to time and in force till date."
"b. Pending the hearing and fnal disposal of this Suit, this Hon'ble Court be pleased to order and direct the Defendants to withdraw any pending Orders for sale placed with the brokers, for Sale of the shares pledged under the two Debenture Trust Deeds (Exhibits- A and hereto) and the Pledge Agreements (Exhibits C-1 and C-2 hereto) as amended from time to time and in force till date."
B. Matter to appear on board on 04.05.2020.
(K.K.TATED, J.) Mohite 5/5 ::: Uploaded on - 03/04/2020 ::: Downloaded on - 04/04/2020 05:37:06 :::