Calcutta High Court
Zoom Developers Pvt. Ltd. & Anr vs S.P. Minerals on 20 April, 2011
Author: I.P. Mukerji
Bench: I.P. Mukerji
AP No.204 of 2011
IN THE HIGH COURT AT CALCUTTA
ORDINARY ORIGINAL CIVIL JURISDICTION
ORIGINAL SIDE
In the matter of:
Zoom Developers Pvt. Ltd. & Anr.
Versus
S.P. Minerals
Before:
The Hon'ble Justice
I.P. Mukerji
Date: 20.04.2011
Appearance:
Mr. S.K. Kapoor Sr. Adv.,
Mr. Deepnath Roy Chowdhury Adv.,
For the petitioner.
Mr. Sabhyasachie Chowdhury Adv.,
Ms. Manju Bhuteria Adv.,
For the respondent.
The Court: This is a Section 9 application. It arises out of a memorandum of understanding between the parties made on 30th July, 2010. By that memorandum of understanding the respondent was to acquire the sponge iron plant of the petitioner no.2 for a consideration of Rs.150 Crores.
The consideration was to be paid in stages. The initial payment made was Rs.10 crores. The balance consideration could not be paid by the respondent to the petitioner.
By such reason, a letter was written by the petitioner to the respondent on 13th December, 2010. The respondent was asked to pay 2 to the petitioners Rs.21 crores, together with interest that had fallen due on that date.
By their Advocate's letter dated 14th February, 2011 the petitioners terminated the agreement.
The learned Counsel for the respondent tells this Court that not only they have paid Rs.10 crores but about Rs.15 crores are due and payable to them by the petitioners jointly or severally on account of supply of goods. Further, at this point of time, they are ready and willing to perform the agreement.
It is true that there is a provision in the agreement [2.1] that till complete performance of the agreement the respondent would operate the plant as a licensee.
After hearing the submissions of the parties it appears that as of now the concerned factory with plant, machinery and stock is lying closed. It is in the possession of the petitioner, although the respondent claims to have an office there. Furthermore, the respondent claims to have supplied substantial raw materials which are lying there as stock in trade.
Mr. Chowdhury has urged many points. He says that the petitioner is in breach of the agreement and that the respondent is entitled to specific performance of the same, thereby they can run the unit.
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But whatever may be his case, in the petitioner's application I cannot pass any order in the respondent's favour.
When this application was moved on 10th March, 2011 I had passed an order in terms of prayer (a). That order was extended on 17th March, 2011 till 31st March, 2011 or until further orders of this Court whichever was earlier. Thereafter it was extended till 5th April, 2011.
On 5th April, 2011 this order was mentioned before me when I asked the parties whether the status quo regarding the business was continuing. When the answer was in the affirmative, I passed an order directing the parties to maintain the existing status quo till the matter was taken up by the Court.
Now this existing status quo is being interpreted as the status quo regarding the establishment, which means land, factory shed, plant, machinery and stock. I make it clear that was not the intention in passing the order.
I make it clear that the Court on the available evidence is unable to ascertain whether any business is being carried on at all. But there is some prima facie evidence that the petitioner is in possession of the unit. Therefore, this order of injunction in terms of prayer (a) will mean the existing state of business and the existing state of possession as stated above will continue without interference by the respondent till disposal of this application.
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Affidavit in opposition be filed by 2nd May, 2011. List this application on 17th May, 2011. Affidavit in reply may be filed in the meantime.
All parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(I.P. Mukerji, J.) SP/