Delhi High Court - Orders
Landmark Property Development And ... vs Ansal Properties & Infrastructure Ltd. ... on 18 November, 2021
Author: C.Hari Shankar
Bench: C.Hari Shankar
$~30(Original Side)
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ OMP (ENF.) (COMM.) 159/2019 & EX.APPL.(OS) 1237/2021
LANDMARK PROPERTY DEVELOPMENT AND
COMPANY LTD. & ORS. ..... Decree Holders
Through: Mr. Mukesh Anand, Ms. Ruby
Singh Ahuja, Ms. Manmeet
Kaur, Ms. Hancy Maini, Mr.
Vasu Singh, Mr. Arjit
Benjamin, Mr. Tarun Sharma &
Ms. Kritika Sachdeva, Advs.
versus
ANSAL PROPERTIES & INFRASTRUCTURE LTD. & ORS.
..... Judgment Debtors
Through:
CORAM:
HON'BLE MR. JUSTICE C.HARI SHANKAR
ORDER
% 18.11.2021
(Video-Conferencing)
EX.APPL.(OS) 1237/2021 (under Section 151 of the CPC, 1908- seeking interim relief and appropriate directions)
1. This application, in essence, alleges contumacious violation, by the respondent/Award Debtor 1, of the order dated 5th March, 2021, passed by this Court, in EX APPL 278/2021, in the present OMP. Para 3 of the said order records the submission of learned Counsel for the Decree Holder, to the effect that respondent/Award Debtor 1, was selling its entire shareholding of 66.24 %, held in its subsidiary, M/s Ansal IT City and Parks Limited ("AICPL" in short) to M/s Signature Not Verified Digitally Signed By:SUNIL SINGH NEGI OMP (ENF.) (COMM.) 159/2019 Page 1 of 5 Signing Date:21.11.2021 14:51:12 Mahaluxmi Infrahome Private Limited, a company belonging to the Migsun group.
2. Having recorded the said submission, this Court directed, in Para 5 of the order, thus:
"5. Clearly, the said transaction of hiving off a subsidiary company cannot be considered as a transaction in the ordinary course of business. Accordingly, the Judgment Debtor is directed to maintain status quo as to its shareholding in Ansal IT City and Parks Limited and the immovable assets held by the said company, till the next date of hearing. In the meanwhile, the Judgment Debtors may file their response to the application."
3. The present application alleges, on the basis of information stated to be available in the public domain, that the Migsun group has acquired 100% of the shares in AICPL, including the 66.24% shareholding of Award Debtor 1 therein. This, it is alleged, is in the teeth of Para 5 of the order dated 5th March, 2021. In these circumstances, the application prays thus:
"In view of the aforementioned facts and circumstances, it is most respectfully prayed that this Hon'ble Court may be graciously pleased to:
a. Pass directions in favour of the Decree Holders and against Judgment Debtors securing the Decree Holders in so far as granting a status quo order with respect to any new sales carried out or to be carried out by the Judgement Debtors till the disposal of the present matter;
b. Pass directions with respect to disclosing all documents and details of the transaction between Judgement Debtor No.1, HDFC and Migsun Group with respect to the concerned sale, including the value of stakes of HDFC and Judgment Debtor No.1.Signature Not Verified Digitally Signed By:SUNIL SINGH NEGI OMP (ENF.) (COMM.) 159/2019 Page 2 of 5 Signing Date:21.11.2021 14:51:12
c. Pass directions with respect to reversing the concerned redemption/sale transaction and declaring the same to be null and void as the same is in blatant contravention of order dated 05.03.2021.
d. Pass directions with respect to deposit of monies, immediately with this Hon'ble Court, acquired by HDFC and/or Judgement Debtor No.1 through redemption/sale of their shares/stakes in M/s Ansal IT City and Parks to Migsun Group;
e. Issue garnishee notices to HDFC and direct them to deposit the receivables from the redemption/sale of their stake/shares of M/s Ansal IT City and Parks directly with this Honorable Court, in order to satisfy the award amount.
f. Pass any such further order(s) that this Hon'ble Court may deem fit and proper in the facts and circumstances, of the present case."
4. Ms. Neelima Tripathi, learned Senior Counsel for Award Debtor 1, submits, on instructions, that the 66.24% shareholding of Award Debtor 1, in AICPL, continues to remain in the Escrow Account and that no part thereto has been sold to the Migsun group or purchased by the Migsun group. As such, she submits, the allegation of infraction of Para 5 of the order dated 5th March, 2021, is incorrect.
5. It would be necessary that this position is placed on affidavit, so that the Court is re-assured that its orders are not being violated.
6. It is made clear that this Court reiterates, unequivocally, the injunction, in the order dated 5th March, 2021, against alienation, transfer or sale of any of the assets of the Award Holder/ Petitioner, in Signature Not Verified Digitally Signed By:SUNIL SINGH NEGI OMP (ENF.) (COMM.) 159/2019 Page 3 of 5 Signing Date:21.11.2021 14:51:12 AICPL, to any other party including the Migsun group or any company under the Migsun group, pending further orders in that regard to be passed by this Court.
7. In view of the information, available in the public domain, regarding acquisition of the shareholding of Award Debtor 1 in AICPL by the Migsun group, Mr. Anand submits that it would be appropriate that Award Debtor 1 places, on record, copies of agreements between/among Award Debtor 1, HDFC and the Migsun group or any company of the Migsun group, with respect to the shares held in AICPL by Award Debtor 1. The suggestion, in my view, merits acceptance and can also be of no prejudice to the judgment debtor.
8. Accordingly, Award Debtor 1 is directed to place on record, with its reply to this application, copies of agreements executed between/among Award Debtor 1, HDFC and the Migsun group or any other entity, whether of the Migsun group or otherwise, relating to the shareholding of Award Debtor 1, in AICPL. The agreements be placed on record after redacting any confidential portions thereof.
9. In view thereof, issue notice, returnable on 3rd December, 2021. Notice is accepted on behalf of Award Debtor 1, by Ms. Sakshi Singh.
10. Reply to this application be filed positively within a week from today, with advance copy to learned Counsel for the applicant, who may file rejoinder thereto, at least 24 hours in advance of the next date Signature Not Verified Digitally Signed By:SUNIL SINGH NEGI OMP (ENF.) (COMM.) 159/2019 Page 4 of 5 Signing Date:21.11.2021 14:51:12 of hearing.
11. Accordingly, re-notify on 3rd December, 2021.
C.HARI SHANKAR, J NOVEMBER 18, 2021 ss Signature Not Verified Digitally Signed By:SUNIL SINGH NEGI OMP (ENF.) (COMM.) 159/2019 Page 5 of 5 Signing Date:21.11.2021 14:51:12