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4. The applicant would further submit that in a settlement, it was finally decided that the respondents would sell their discotheque business for a consideration of Rs. 1,50,00,000/- (Rupees One crore and Fifty Lakhs only) and the applicant could make good all the dues payable to the group companies by running the discotheque business; that an agreement was entered into between the applicant and the respondents on 28-3-2003 on the representations made on the part of the third respondent to the effect that the first respondent is running a Four Star Business Class Hotel situate In a land measuring about 13 grounds at No. 144. Sterling Road, Nungambakkam, Chennai-600 034; that in the "Aruna Centre", the first respondent owns the 1st, 3rd, 4th and 5th floors and the second respondent owns the second floor with proportionate undivided shares of land; that they both have entered into an agreement for the first respondent to acquire the second floor besides having a lease of the same from the second respondent and hence the second respondent also Joined the agreement dated 28-3-2003 as a confirming party; that in the said agreement, it was further represented that M/s. DMS Enterprises Private Limited had set up and was running a Bar and Discotheque in the second floor of "Aruna Centre" under the name and style of "Hell Freezes Over" (HPO); that the first respondent had acquired the rights to use the name of "HFO" for operating Discotheque within the Chennai city and that the first respondent would obtain necessary clearance from the authorities including the licence for running a Discotheque in the second floor of "Aruna Centre".

5. The applicant would further submit that on the basis of that representation of the respondent, he agreed to purchase the assets of the said Discotheque for a consideration of Rs. 1,40,00,000/- (Rupees One Crore Forty Lakhs) and the rights of "HFO" for Rs. 10,00,000/- (Rupees Ten lakhs only), totalling a sum of Rs. 1,50,00,000/- (Rupees One Crore Fifty Lakhs only) and it was a pre-conditional obligation on the respondents that they would obtain license for running the Discotheque in the second floor of the "Aruna Centre".

7. It would further be submitted that the first respondent was not able to obtain the Discotheque license, but only an Additional Bar license was obtained so as to run the business in the second floor; that on account of the absence of the dance shows, the applicant could not achieve the projected business; that in the third week of July 2003, the applicant insisted the first respondent to get the license within ten days failing which the said agreement would have to work its way; that even at that point, a sum of Rs. 1,00,000/- (Rupees One Lakh only) was paid by cheque in favour of "M/s. Aruna Hotels Limited", but the license was not forthcoming; that in the last week of July 2003, the first respondent informed the applicant that the discotheque license was granted and the applicant could right earnestly start the business; that the third respondent demanded a sum of Rs. 1,50,000/- (Rupees One Lakhs and Fifty Thousand only), which was also paid by cheque in favour of "M/s. Aruna Hotels Limited"; that even on 1-8-2003, the first respondent did not hand over the license; that ultimately the first respondent handed over a Public Resort License Issued by the Commissioner of Police, Chennai for conducting Indian Cultural Dances at Door Nos. 144 and 145, Sterling Road, Nungambakkam, Chennai in the year 2003 with a condition that Discotheque program should not be conducted; that with fond hopes that the Discotheque licence would be obtained by the first respondent huge investments were made by the applicant, besides shelling out a sum of Rs. 2,00,000/- (Rupees Two Lakhs only) every month to keep the crew in place; that having lost hopes, on 12-8-2003 the applicant Informed the third respondent that he was not Interested in any more promises and insisted on settlement of the entire loan amount between both the group companies; that since the third respondent suggested the applicant to occupy the first floor and continue the Banquet Halls Hiring Business as a compensatory measure, the applicant agreed and took possession of the first floor of "Aruna Centre" making a payment of Rs. 3,70,000/- (Rupees Three Lakhs Seventy-Thousand only) and a further payment of Rs. 1,75,000/- (Rupees One Lakh Seventy Five Thousand only) on 13-8-2003 by B.P.O.

15. Pertaining to the allegations of paragraph 9 of the affidavit in the application, this respondent would say that the applicant was permitted to use the second floor of "Aruna Centre", but would deny the expenditure incurred by the applicant in the second floor of "Aruna Centre", except Rs. 3 to 4 lakhs towards purchase of equipments and lights etc. Regarding the bills, putting the applicant to strict proof, this respondent would attribute that the bills are created for the purpose of application and would wonder as to how such investments could be made prior to obtaining the Discotheque license. Admitting the payment of Rs. 3,13,318/- (Rupees Three Lakhs Thirteen Thousand Three Hundred and Thirteen only) towards lease rent of the second floor of "Aruna Centre", he would deny the responsibility for recruiting the staff and employees for the proposed Discotheque business to be run in the first and second floors of "Aruna Centre" but the understanding was to conduct Discotheque program in the second floor and the other activities like conducting PUB in the first floor. Regarding the allegations of paragraph 11, the counter affidavit would deny that those payments were made towards the reasons contemplated in the agreement.