Delhi High Court
Capital Land Builders Pvt. Ltd & Ors vs M/S Shaheed Memorial Scty. (Regd.) & Ors on 21 July, 2025
$~4
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Pronounced on: 21.07.2025
+ CS(OS) 1906/2006
CAPITAL LAND BUILDERS PVT. LTD & ORS. .....Plaintiffs
Through : Mr. T.K. Ganju and Mr. Vikas
Dhawan, Sr. Advs. with Mr. Aquib
Ali, Ms. Amreen Khaliq and Mr.
Pranay Lakhanpal, Advs.
versus
M/S SHAHEED MEMORIAL SCTY. (REGD.) & ORS....Defendants
Through : Mr. Ashish Mohan, Mr. Arjun
Chowdhary, Mr. Samarth
Chowdhary, Mr. Aveak Ganguly and
Mr. Akshit Mago, Advs. for D-1 to
D-6.
Mr. Anurag Ahluwalia, Mr. Arjun
Chowdhary and Mr. Samarth
Chowdhary, Advs. for D-1 to D-6.
CORAM:
HON'BLE MR. JUSTICE VIKAS MAHAJAN
JUDGMENT
VIKAS MAHAJAN, J.
I.A. No. 9980/2024 (under Order XXXIX Rule 4 read with Section 151
CPC by D-1, 3 & 4 seeking modification of the interim injunction order
dated 22.01.2024)
1. The present application has been filed by defendant nos.1, 3 and 4
seeking modification of order dated 22.01.2024 passed by the Division
Bench of this Court in FAO(OS) 90/2019, in view of the liberty granted by
the Division Bench vide subsequent order dated 26.04.2024 to seek
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By:DEEPAK SINGH
Signing Date:21.07.2025
20:41:35
modification/variation of the aforesaid order dated 22.01.2024. The relevant
excerpts from the order dated 26.04.2024 whereby liberty was granted by
the Division Bench to the defendants/applicants reads as under:
“3. Present application has been filed on behalf of respondent
nos.1, 3 and 4 (“applicants”) seeking modification of the consent
order dated 22nd January, 2024 passed by this Court and seeking
a direction to the appellant-plaintiff to maintain status quo with
regard to the assets of the appellant company.
xxx xxx xxx
6. The relevant portion of the order dated 22nd January, 2024
reads as under:-
“1. Learned counsel for the parties are in agreement that
the appellant-M/s Capital Land Builders Pvt. Ltd. can
sell the land or property on the following terms:-
xxx xxx xxx
(ii) No sale of land will be made below the circle rate and
entire consideration towards sale of land will be received
through ordinary banking channels in accordance with
law i.e. Cheque or RTGS. Capital Land Builders Pvt. Ltd.
will furnish details of the sale transaction before this
Court. In the event it is discovered that cash transaction
towards sale of land has taken place, the defendants i.e.
Chowdhary Brahm Prakash fraction shall have the
liberty to seek modification of the interim injunction
order.”
(Emphasis supplied)
7. This Court is of the opinion that as the allegations in the
present application are disputed, it would be appropriate if this
Court were to have the benefit of an adjudication by a learned
Single Judge before examining this aspect. Consequently, this
Court directs the applicants to file an application seeking
modification/variation of the interim injunction order passed by
this Court before the learned Single Judge. Learned counsel for
the applicant states that he would ensure that his application is
listed before learned Single Judge within a week.
xxx xxx xxx
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By:DEEPAK SINGH
Signing Date:21.07.2025
20:41:35
9. Consequently, the present application is disposed of with
liberty to the applicants to file the application for
modification/variation of this Court‟s order dated 22nd January,
2024. Needless to state that the rights and contentions of all the
parties are left open and the matter would be decided by the
learned Single Judge in accordance with law as expeditiously as
possible.”
2.0. The relevant facts giving rise to the present suit are as follows:
2.1. An ongoing dispute between two families over the shareholding and
management of plaintiff no.1/M/s Capital Land Builders Pvt. Ltd. [hereafter
the ‘Company’], as well as, control over the valuable assets of the Company,
led to filing of the present suit by plaintiff nos. 2 to 4 [‘Kishor Lal
Sachdeva’ faction] against defendant no.1/M/s Shaheed Memorial Society
(Regd.) [hereafter the ‘Society’] and defendant nos. 2 to 8 [‘Chowdhary
Brahm Prakash’ faction] inter alia for – (a) permanent injunction restraining
the defendants from holding themselves out to be shareholders, directors,
agents or authorised representatives of plaintiff no.1 Company and from
dealing with the assets thereof; and (b) mandatory injunction directing the
defendants to hand over to the plaintiffs all records in their power and
possession.
2.2. Chowdhary Brahm Prakash is stated to have acquired 500 shares of
the Company out of the total share capital of 560 shares in the year 1962,
which he subsequently transferred in the name of the Society, formed by
him in the year 1963, of which he continued to be the president till his death
in the year 1993.
2.3. It is the case of plaintiffs that the Society transferred all its shares to
various parties between the years 1968 to 1989, thereby leaving it with noSignature Not Verified
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By:DEEPAK SINGH
Signing Date:21.07.2025
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shareholding in the Company. Consequently, name of the Society was
removed from the Register of Members, and ROC was notified regarding
the same at the relevant time. Annual return filed by the Company with
ROC for the period 1989-90 and the subsequent years thereafter do not show
Society as a member. The plaintiffs state that the aforesaid fact was never
questioned by the Society or any of its members including Chowdhary
Brahm Prakash as president of the Society.
2.4. It is stated that Sh. Kishor Lal Sachdeva was one of the first two
subscribers of the Company with five shares, while the remaining ten shares
were in the name of Smt. Satya Chowdhary, wife of Ch. Brahm Prakash. It
is stated that the affairs of the Company have been managed by Sh. Kishor
Lal and his family since 1989, after the Society lost its entire shareholding.
In this regard it is stated that plaintiff nos.3 and 4 bought 20 shares each
from the Society in the year 1974 and plaintiff nos.2 to 4 became the
directors of Company between the years 1982 and 2005 as borne out from
para 2.0 of the plaint.
2.5. On or about June 1997, the Society through Sh. Sidharth Chowdhary
[defendant no.7], instituted proceedings under Section 108 & 111(4) of the
Companies Act, 1956, registered as Company Petition No.15/111/97 before
the Company Law Board, praying for rectification of the share register and
for restoration of the name of Society in the said register in respect of 500
shares of the Company.
2.6. However, the said petition came to be dismissed vide order dated
29.05.2006 upon filing of an application for withdrawal by Sh. Ajay
Chowdhary [defendant no.3] claiming himself to be the president of Society.
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By:DEEPAK SINGH
Signing Date:21.07.2025
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Seemingly, the aforesaid was a result of an inter se dispute amongst the
members of the Society.
2.7. Later, Sh. Sidharth Chowdhary filed an application seeking recall of
order dated 29.05.2006 on the ground that Sh. Ajay Chowdhary had no right
to extinguish the Society’s cause of action in the company petition. There
being no opposition to restoration of the petition, Company Law Board
restored the petition on 29.06.2006. Later, Ajay Chowdhary filed a writ
petition before this Court seeking to challenge the restoration order of
Company Law Board. The said writ petition was directed to be registered as
company appeal bearing Co.A.(SB) 9/2007.
2.8. Once again, learned counsel appearing on behalf of the Society made
a submission in the said company appeal that the Society does not wish to
prosecute the petition filed under Section 108 & 111(4) of the Companies
Act, 1956. Accordingly, the learned Company Judge observed that
notwithstanding the inter se dispute between the members, since the Society
does not wish to prosecute the petition before the Company Law Board, thus
it cannot be compelled to do so. The Company Petition No.15/111/97 was
thus, dismissed as withdrawn.
2.9. In April, 2006, the plaintiffs came to know that defendant no.2, Ajay
Chowdhary, filed Form 32 with the ROC signing it for the Society, stating
therein that defendant nos.3, 4, 5 and 6 had been appointed as directors on
10.03.2006 and that plaintiff nos.2, 3 & 4 had been removed as directors on
the same date. Around the same time, the plaintiffs received further
information that some persons holding themselves out to be the directors of
the Company were negotiating for sale of some of its properties. Plaintiffs
also discovered that Forms 2, 5 & 18 had been filed with the ROC without
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By:DEEPAK SINGH
Signing Date:21.07.2025
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authority, thus falsifying the records of the Company. It is in this backdrop
that the present suit for injunction and damages came to be filed by the
plaintiffs against the defendants.
3. The defendant no.1/Society filed its written statement questioning the
bona fide of the list of shareholders of the Company. It is averred by the
Society that the list of shareholders given in the plaint is false as the Society,
in spite of holding 500 shares of the Company, has been omitted from the
list of shareholders and the shares have been illegally transferred to various
current shareholders of the Company.
4.0. The suit along with an application under Order XXXIX Rules 1 & 2
of CPC on behalf of the plaintiffs, was first listed on 06.10.2006. While
issuing notice to the defendants, this Court granted plaintiffs an ex-parte ad
interim order, thereby restraining the defendants from representing
themselves as shareholders/representatives of the Company till further
orders. Subsequently, vide order dated 30.10.2006, this Court recorded the
statement of the defendants that they will not hold any Extraordinary
General Body Meeting of the Company.
4.1. Thereafter, plaintiffs moved several applications under Order XXXIX
Rule 2A alleging inter alia that the defendant nos.1-6 and 8 wilfully
disobeyed the ex parte inunction order, inasmuch as Sh. Ajay Yadav
[defendant no.4] entered appearance before the Company Law Board on
12.03.2007 in Co.Pet. 15/111/97 as a director of the Company and further
Sh. Arjun Chowdhary [defendant no.3] also wrote a letter dated 08.05.2007
to Manager, Mohan Co-operative projecting himself to be the director of the
Company. That apart, at the behest of defendant nos.1, 2, 3, 5 and 6, Sh.
Ajay Yadav had sold number of plots owned by the Company to various
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By:DEEPAK SINGH
Signing Date:21.07.2025
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persons and sale deeds in that behalf were executed by him portraying
himself as Company’s director and having the authorisation from the board
of directors to do so. The said applications were disposed of vide order dated
20.04.2009 holding defendant nos.3, 4, 5 and 6 guilty of contempt and the
26 sale deeds executed by the defendants were set aside.
4.2. Subsequently, applications filed by the plaintiffs under Order XXXIX
Rules 1 & 2 [I.A. No.11235/2006 and I.A. No.7514/2007] and for
clarification of order dated 06.10.2006 [I.A. No.11671/2006], as well as,
application filed by the defendant nos.2 to 6 and 8 under Order XXXIX Rule
4 of CPC [I.A.No.8816/2007], were decided together by the learned Single
Judge vide order dated 06.08.2009 whereby plaintiffs were held to have
failed in establishing a prima facie case in their favour. The restraint order
dated 06.10.2006 was vacated and all the parties were restrained from
disposing of any property of the Company during pendency of the suit.
4.3. The aforesaid order dated 06.08.2009 was appealed before the
Division Bench, both by the plaintiffs, as well as, the defendants. The appeal
of the plaintiffs was registered as FAO(OS) 337/2009, while FAO(OS)
423/2009 was that of the defendants. The Division Bench vide order dated
06.11.2009 reversed the order of the learned Single Judge, setting aside the
restraint against plaintiffs and reinstating the stay against defendants.
4.4. Against order of the Division Bench dated 06.11.2009, SLP(C)
No.1277-1278/2010 was preferred by the defendants. However, the same
was dismissed as withdrawn vide order dated 19.03.2010.
4.5. Afterwards, the defendants approached this Court with applications
under Order XXXIX Rule 4 of CPC [I.A. No.7483/2015 and two other I.As]
stating change in circumstances to the effect that new information had been
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By:DEEPAK SINGH
Signing Date:21.07.2025
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received which strongly suggested forgery of the share transfer deeds vide
which the shares of the Society were sold away. Till the pendency of the
applications, the Court vide order dated 04.02.2019, restrained parties from
selling or alienating the properties of the Company.
4.6. This Court disposed of the said applications by a common order dated
07.03.2019, wherein it was observed that the question as regards forgery of
transfer deeds is already a subject matter of the suit for declaration filed by
the Society pending before District Court and present suit pertains only to
the injunctions sought against defendants. Holding plaintiff nos.2 to 4 as the
de facto directors/shareholders of the Company, the Court went on to place a
status quo on sale of the properties of Company, in an attempt to protect the
right of the defendants, accruing thereupon in the event that they succeed in
their claim.
4.7. The Company preferred an appeal against the aforesaid order dated
07.03.2019 passed by the learned Single Judge, which came to be registered
as FAO(OS) 90/2019. During pendency of the said appeal, the parties
worked out an arrangement and with their consent, the following order was
passed by the Division Bench on 22.01.2024:
“1. Learned counsel for the parties are in agreement that the
appellant – M/s Capital Land Builders Pvt. Ltd. can sell the land
or property on the following terms:-
(i) Capital Land Builders Pvt. Ltd. will furnish its entire record
of land, banks possessed/owned by it (at the moment) in a
sealed cover within two weeks.
(ii) No sale of land will be made below the circle rate and
entire consideration towards sale of land will be received
through ordinary banking channels in accordance with law
i.e. Cheque or RTGS. Capital Land Builders Pvt. Ltd. will
furnish details of the sale transaction before this Court. InSignature Not Verified
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By:DEEPAK SINGH
Signing Date:21.07.2025
20:41:35
the event it is discovered that cash transaction towards sale
of land has taken place, the defendants i.e. Chowdhary
Brahm Prakash fraction shall have the liberty to seek
modification of the interim injunction order.
(iii) In the event the dispute in the suit is decided in favour of the
defendants (Chowdhary Brahm Prakash fraction), the
plaintiffs (Sachdeva & Kishore Lal fraction) will render
their accounts.
(iv) If a settlement is reached before disposal of the suit, parties
shall be free to approach for modification of the interim
injunction order.
2. In accordance with the aforesaid consensual agreement, the
present appeal and contempt petition are disposed of along with
the pending applications. The learned Single Judge is requested to
decide the suit as well as the contempt applications filed by the
parties as expeditiously as possible.
3. It is clarified that the aforesaid consensual agreement has
been arrived at without prejudice to the rights and contentions of
the parties in the proceedings that are pending. This Court
clarifies that it has not commented on the merit of the
controversy.”
5. By way of present application, the defendants have sought variation
of the aforesaid consent order dated 22.01.2024 alleging that in March,
2024, defendant no.3 received information from some credible sources that
the Company had entered into negotiation with buyers for entering into sale
transaction with respect to its land banks which would involve significant
and majority cash transaction, grossly undervaluing the properties and
violating the order dated 22.01.2024.
6. It is further alleged that in order to verify the said information,
defendant no.3 requested one Mr. Grijesh Singh to make inquiries for
purchase of land belonging to the Company in Kailash Colony Area in
Shahdara, Delhi and to record the audio/video of the discussion which
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By:DEEPAK SINGH
Signing Date:21.07.2025
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would so unfold with the officials of plaintiff no.1. Accordingly, Mr. Grijesh
Singh contacted one Mr. Pramod Sharma, who is stated to be a local
property dealer in the aforesaid area, posing as an interested buyer looking
to purchase plots/land in Kailash Colony, Shahdara. Mr. Pramod Sharma, at
the insistence of Mr. Singh, allegedly gave the contact number of Mr. Manoj
Bansal who is the Manager/Authorized Representative of Company to Mr.
Grijesh Singh.
7. It is the case of the applicants that subsequently, Mr. Manoj Bansal
was contacted by Mr. Grijesh Singh regarding purchase of a plot in said
Kailash Colony and a meeting was fixed for 15.03.2024 at the registered
office of the Company at 5, Doctors Lane, Gole Market, New Delhi –
110001.
8. Thereafter, on 15.03.2024, Mr. Grijesh Singh along with one Mr. Ram
Niwas Sharma seemingly visited the registered office of the Company to
inquire and discuss about the plot with Mr. Manoj Bansal, as interested
purchasers. It is the case of the applicants that Mr. Manoj Bansal explicitly
sought significant amount of cash towards sale of plots of the Company
while also suppressing the order dated 22.01.2024 passed in FAO(OS)
90/2019.
9. Premised on the aforesaid allegations, the defendants filed an
application [CM No.24377/2024] before the Division Bench in the disposed
of FAO(OS) 90/2019 seeking modification of consent order dated
22.01.2024. The said application was disposed of by the Division Bench
vide order dated 26.04.2024 with liberty to the defendants/applicants to file
an application for modification/variation of order dated 22.01.2024 passed
by the Division Bench, as noted in the opening part of this order.
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By:DEEPAK SINGH
Signing Date:21.07.2025
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10. Mr. Ashish Mohan along with Mr. Anurag Ahluwalia, learned counsel
appearing on behalf of the defendants/applicants at the outset invited
attention of the Court to the transcript of audio recording of telephonic
conversation as well as of the video recordings of the meeting held
physically between Mr. Manoj Bansal, purported Manager/Authorised
Representative of the Company with the prospective buyers sent by the
defendants/applicants being Mr. Grijesh Singh and Mr. Ram Niwas along
with Mr. Pramod Sharma (local property dealer), to substantiate the case of
the defendants/applicants that the plaintiffs are attempting to receive
substantial part of sale consideration of the land in cash.
11. Referring to the transcript of recorded conversation that took place
during physical meeting on 15.03.2024, Mr. Ahluwalia submits that Manoj
Bansal in his conversation explained that amount arrived at by evaluation of
plot at circle rate will have to be paid in ‘one number’, i.e. through banking
channels and rest in ‘two number’, i.e. unaccounted cash transactions.
12. He further submits that the meeting was held in presence of Mr.
Ashish Kishor, who is the director of the Company, as stated by Mr. Manoj
Bansal in conversation with Mr. Grijesh Singh. Mr. Manoj Bansal also
stated that legitimate sale deed will be executed by a director of the
Company or whosoever would be authorised by the directors to carry out the
execution.
13. He submits that from the audio and video recording, transcript of
which is on record alongwith the recordings, it is clear that Mr. Manoj
Bansal has openly demanded illegal cash for sale of properties under the
impression that Mr. Grijesh Singh and Mr. Ram Niwas are bona fide
purchasers.
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By:DEEPAK SINGH
Signing Date:21.07.2025
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14. Mr. Ashish Mohan submits that the plaintiffs are offering to sell land
of the Company at significantly undervalued price and taking balance
consideration in cash. He submits that if, eventually, the defendants succeed
in the present suit, the undervaluation of the sale transaction would cause
irreparable loss to the defendants/applicants, as only a fraction of the actual
market value of the properties would become available to the applicants.
15. He submits that the interim arrangement was made to balance the
equities between the parties and plaintiffs have abused such concession. He
submits that in view of the aforesaid acts, plaintiffs are not entitled to an
equitable relief, there can be no new arrangement, and position has to revert
back to the earlier interim direction that was put in place vide order dated
07.03.2019 passed by this Court.
16. He submits that the Company, through its director Ms. Alka Sahni,
had also entered into a sale transaction with Ms. Usha Rani in respect of
Company’s land, however, the Sub-Registrar-IV, Seelampur, Delhi had
refused to register the sale instrument vide order of May 2024. The said
order was challenged by the Company by filing a writ petition being
W.P.(C) 10067/2024 titled as ‘Capital Land Builders Pvt. Ltd. v. Sub-
Registrar‘, in which order dated 23.07.2024 came to be passed wherein the
statements given by the plaintiffs to this Court on 03.05.2024 and
22.07.2024 were deliberately suppressed.
17. Elaborating on his contention, Mr. Mohan submits that vide order
dated 23.07.2024 passed in the aforesaid writ petition, the Court had
recorded submission of the Company’s counsel to the effect that there is no
explicit stay from the Court of law, whereas the orders passed by this Court
on 03.05.2024 and 22.07.2024 in the present suit show that there was an
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assurance given by counsel appearing on behalf of the plaintiffs that there
will be no change in the status till the next date of hearing.
18. He submits that the conduct of plaintiffs as demonstrated throughout
is to deceive this Court and sell properties belonging to the Company, the
shareholding of which is under adjudication.
19. Per contra, Mr. T.K. Ganju, learned Senior Counsel appearing on
behalf of the plaintiffs/non-applicants invites attention of the Court to the
order of the Division Bench dated 06.11.2009 wherein the impugned
judgment of the learned Single Judge dated 06.08.2009, whereby the parties
were restrained from disposing of any property of the Company, was held to
be unsustainable. The Division Bench further restrained the defendants from
representing themselves as shareholders or directors of the Company and
consequently restrained from acting on behalf of the Company or dealing
with the assets of the Company in any manner, whatsoever.
20. He submits that the said order of the Division Bench was challenged
by the plaintiffs by filing a special leave petition before the Hon’ble
Supreme Court which was dismissed as withdrawn on 19.03.2010. He, thus,
contends that the injunction order dated 06.11.2009 passed by the Division
Bench had attained finality.
21. He submits that the defendants further filed a review application
before the Division Bench on the ground that some of the stamps affixed on
the share transfer forms were of later date than the date of execution of
transfer deeds, thereby alleging that the transfer of shares was fraudulent and
illegal. He submits that the said review application was also dismissed by
the Division Bench vide order dated 01.01.2011 passed in
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Rev.Pet.No.153/2011. A special leave petition was then filed against the
said order which was also dismissed by the Hon’ble Supreme Court.
22. He submits that subsequently, an application being I.A.No.7483/2015
was filed by the defendants seeking modification of the order of the Division
Bench dated 06.11.2009, by suppressing the fact that the alleged ground of
transfer forms being ante dated on the basis of the print date of stamps
affixed thereon, was specifically taken before the Division Bench in the
review application, which already stood dismissed. He submits that the order
dated 07.03.2019 came to be passed by this Court on the said application of
the defendants thereby restraining all parties, including the plaintiffs and the
defendants, from dealing with, alienating, encumbering and/or parting with
any of the assets or properties of the Company.
23. Mr. Ganju submits that insofar as the submission of the applicants that
there is wilful disobedience of the orders of this Court as direction had been
sought against the Sub-Registrar, in the writ, to register a sale instrument is
contrary to the assurance given by counsel for plaintiffs to this Court to the
effect that there will be no change in the status till the next date of hearing,
is misconceived. Elaborating on his submission, he contends that after
passing of the consent order dated 22.01.2024, sale of only one property was
transacted by the Company vide sale deed dated 22.03.2024 in favour of
Smt. Usha Rani which was the subject matter in the aforesaid writ petition,
and the same was prior to the assurance given by learned counsel for the
plaintiffs to this Court vide orders dated 03.05.2024 and 22.07.2024. In this
regard, he assures this Court that the sale deed was executed at circle rate,
and no cash transaction whatsoever was involved.
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By:DEEPAK SINGH
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24. Further, he submits that reliance placed by the defendants/applicants
on the transcripts of the telephonic and physical meeting conversation to
suggest that the consent order has been violated by the plaintiffs, is again
misconceived. Attention of the Court is invited to the consent order dated
22.01.2024, particularly to para 1(ii), to submit that the embargo contained
therein is on the sale transaction in cash.
25. He submits that it is an admitted position that no sale whatsoever had
taken place with any of the alleged purported purchaser sent by defendant
no.3. He submits that the alleged conversation does not amount to sale as
understood in law. To buttress his contention, Mr. Ganju has invited
attention of the Court to the definition of ‘sale’ under Section 54 of the
Transfer of Property Act, 1882.
26. Mr. Ganju further submits that the defendants/applicants have not
deposited the original device on which the alleged conversation was
recorded nor there is any report of FSL verifying the veracity of recorded
conversations relied upon by the defendants/applicants. Therefore, the
purported transcripts cannot be relied upon. To buttress his contention, Mr.
Ganju has placed reliance on the decision of this Court in Ashish Kumar
Dubey v. State Thr. CBI, ILR (2014) IV Delhi 2331.
27. That apart, he submits that Mr. Manoj Bansal was anyway not
authorised to enter into any sale transaction. According to Mr. Ganju, the
authority to execute sale deed(s) to finalise the deal exclusively rest with the
directors of the Company. He submits that there is no General Power of
Attorney in favour of Mr. Manoj Bansal to execute sale deeds on behalf of
the Company.
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By:DEEPAK SINGH
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28. He submits that even the director of the Company Smt. Alka Sahni,
who had executed the aforementioned sale deed in favour of Smt. Usha
Rani, had done so on the basis of a special resolution of the Board of
Directors authorising her to execute the said sale instrument.
29. Mr. Vikas Dhawan, learned Senior Counsel, who also represents the
plaintiffs/non-applicants submits that the plan hatched by the defendant
no.3, Shri Arjun Chowdhary, was purposefully designed to entrap an
unassuming employee of the Company and was carried out with the aim to
somehow avoid the consent order passed by the Division Bench on
22.01.2024.
30. He submits that soon after the said consent order, the defendants
entered into a conspiracy with Mr. Grijesh Singh and Mr. Ram Niwas to
target Mr. Manoj Bansal, an employee of the Company who has only been
looking after the legal affairs of the Company and was not authorised to deal
with any property of the Company.
31. He submits that the transcripts filed along with the present application
suggest that the co-conspirators namely, Mr. Grijesh Singh and Mr. Ram
Niwas, purportedly approached Mr. Manoj Bansal on their own accord and
without invitation of the said employee or of the Company. He submits that
from the transcripts itself, it is evident that the suggestion of cash emanated
only from the said co-conspirators and at no point of time during the entire
alleged conversation, did the said employee of the Company first hinted or
suggested payment of any cash component.
32. Mr. Dhawan draws attention of the Court to the affidavits filed by Mr.
Arjun Chowdhary, Mr. Grijesh Singh and Mr. Ram Niwas, to contend that it
is clear from the said affidavits that Mr. Arjun Chowdhary had approached
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By:DEEPAK SINGH
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Mr. Grijesh Singh and Mr. Ram Niwas to target Mr. Manoj Bansal of the
Company and record the discussion concerning cash transaction. Therefore,
the so called enquiries for purchase of land of the Company were bogus and
manufactured to entrap Mr. Manoj Bansal in an attempt to create a false
narrative and false evidence that the Company had violated the consent
terms and that cash transaction towards sale of land had taken place.
33. In support of his submission, Mr. Dhawan has placed reliance on the
following decisions:
(i) Ramjanam Singh v. State of Bihar, (1954) 2 SCC 655.
(ii) Court on its Own Motion v. State, 2007 SCC OnLine Del 1662.
34. Concluding the arguments on behalf of the non-applicants, Mr. Ganju
submits that this Court on 14.05.2024 had suggested that in order to avoid
the controversy in future, a Local Commissioner/Observer could be
appointed before whom the sale deed could be executed. He submits that
while the plaintiffs had no difficulty in accepting the said suggestion,
however, the counsel for defendants sought time to seek instructions but
later on, the defendants stated that they are not agreeable to the aforesaid
suggestion.
35. He also submits that the contention of defendants that the sale
transactions by the Company would prejudice the rights of the defendants in
case they are ultimately successful is totally baseless, since no counter-claim
has been filed by the defendants and the dispute is only with regard to the
shareholding in the Company. He further submits that taking the best case of
defendants, their shareholding in the Company would only constitute 2% of
the total shareholding and that could not justify defendants’ interference
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with the running of business activity of the Company, as also observed by
the Division Bench vide order dated 06.11.2009 in FAO(OS) 337/2009.
36. In rejoinder, Mr. Ashish Mohan submits that reliance placed by the
plaintiffs on the decision in Ashish Kumar Dubey (supra) is misplaced
inasmuch as the said decision was in the backdrop of a criminal case.
Further, the said case pertained to analog records and not electronic records,
as in the present case.
37. He submits that in view of the decision of Hon’ble Supreme Court in
Arjun Panditrao Khotkar v. Kailash Kushanrao Gorantyal & Ors., (2020)
7 SCC 1, secondary evidence in the form of electronic record is admissible
in terms of Section 65B of the Indian Evidence Act, 1872 without
production of original. He submits that the decision in Arjun Panditrao
Khotkar (supra) also distinguishes between analog and electronic record.
38. Insofar as the plaintiffs’ contention that Mr. Manoj Bansal has no
authorisation in his favour from the Company, therefore, any negotiations
with Mr. Manoj Bansal were without authority, he submits that Mr. Manoj
Bansal is the manager and authorised representative and Power of Attorney
holder of Company fully authorised by Board Resolution dated 15.03.2020
to sell the plaintiff no.1/Company’s properties.
39. He submits that Mr. Manoj Bansal at no point of time during
conversation stated that he is not authorised to conduct the deal for sale of
properties, rather he conducted the negotiations from the registered office of
the Company in the presence of Mr. Ashish Kishor, who is admittedly a
director of the Company.
40. He submits that even assuming that Mr. Manoj Bansal acted without
authority, the Company shall still remain bound by his acts as he represented
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himself as an agent of the Company. He places reliance on the decision in
United India Periodicals Pvt. Ltd. v. Cmyk Printech Ltd., 2018 SCC
OnLine Del 6991.
41. He submits that the contention on behalf of plaintiffs that there has
been no actual violation of the consent order dated 22.01.2024 is also not
tenable, inasmuch as even the intention to violate or overreach the orders of
the Court amounts to violation of such order and is punishable of contempt.
To buttress his contention, he places reliance on the decision of this Court in
Lalit Modi v. Bdr Builders & Developers Pvt. Ltd., 2021 SCC OnLine Del
3172.
42. He submits that reliance placed by the plaintiffs on the decision in
Ramjanam Singh (supra) as well as Court on its Own Motion (supra) is
also misconceived, inasmuch as the said judgments relate to criminal
proceedings under the Prevention of Corruption Act, 1988 which is under a
completely different jurisdiction and the standard of proof required in such
cases is ‘beyond reasonable doubt’ as compared to civil disputes where the
threshold of burden of proof is only ‘preponderance of probabilities’.
43. He submits that likewise, reliance placed by plaintiffs on the interim
order dated 06.11.2009 passed by the Division Bench is also misconceived
inasmuch as the said order was superseded by the status quo order dated
07.03.2019 and restraint order dated 29.04.2019 passed by the Division
Bench in FAO(OS) 90/2019 and thereafter, the consent order dated
22.01.2024 came to be passed to dispose of FAO(OS) 90/2019.
44. Mr. Anurag Ahluwalia, learned counsel appearing on behalf of the
defendants/applicants invites attention of the Court to the order dated
12.10.2020 passed in CS(OS) 1451/2012 filed by the defendants, to contend
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that a detailed order was passed by this Court recording a finding that there
is a prima facie case of forgery made out from the facts and evidence placed
on record.
45. I have gone through the relevant records and considered rival
contentions of the parties. In sum and substance, the grievance articulated by
the defendants in the present application is that there is prima facie evidence
on record to suggest that the Company’s directors are likely to sell the
properties owned by the Company, through and in collusion with its
employees, by undervaluing the properties for the purposes of registration
and taking huge portion of the actual/balance sale consideration in the form
of cash, which cannot be accounted for in case the defendants/applicants
succeed in the present suit, thereby causing them irreparable harm.
46. It is trite that the relief of interlocutory injunction is an equitable relief
granted by the court in order to preserve the status quo of the last non-
contested status which preceded the pending controversy until the final
hearing, when full relief may be granted. The courts must exercise judicial
discretion while considering any application under Order XXXIX of CPC, in
light of the facts and circumstances of each case. The court inter alia ought
to analyse the comparative inconvenience which is likely to ensue to either
of the parties from withholding or granting the injunction.1
47. The factual matrix in the backdrop of which present application has
been filed, assumes relevance in deciding the prayer of
defendants/applicants for modification of the interim order. The
defendants/applicants have sought complete status quo against the plaintiffs
with respect to the assets of the Company. Earlier also, the defendants have
1
Dorab Cawasji Warden v. Coomi Sorab Warden and Ors., (1990) 2 SCC 117
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pressed for such a relief, and an endeavour has always been made to balance
the rights of contesting parties during the pendency of the suit. In this
regard, it would be appropriate to examine the rationale and findings behind
the several interim orders passed by the Division Benches, as well as, this
Court, which would assist this Court in arriving at a just conclusion to the
present controversy.
48. At the first instance, this Court vide order dated 06.10.2006 had
passed an ex-parte ad interim order restraining the defendants from
representing themselves as shareholders/representatives of the plaintiff no.1/
Company. The said order was vacated by the learned Single Judge vide
order dated 06.08.2009, observing inter alia that the plaintiffs have been
unable to establish a prima facie case in their favour. It was further directed
that neither of the parties shall be permitted to dispose of the assets standing
in the name of M/s Capital Land Builders Pvt. Ltd. since both Kishor Lal
faction and Ch. Brahm Prakash faction, without waiting for final outcome of
the suit, were bent upon squandering away the valuable assets of the
Company. The relevant paragraphs from the order dated 06.08.2009 read as
under:
“22. I am, therefore, of the view that no case has been made out
for giving any directions to the defendants as have been sought for
by the plaintiffs in IA No. 11235/06. As far as IA No. 7514/07 is
concerned the same has already been rendered infructuous since
this Court has already held while disposing of various contempt
applications moved by the plaintiffs that those sale deeds having
been executed in contravention of the ex-parte. Since it has been
held that plaintiffs have failed to establish a prima-facie case for
grant of any of the ad interim directions to the defendants,
prohibitory as well as mandatory, their application filed for
clarification of order dated 06-10-2006(being IA No. 11671/06)Signature Not Verified
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has to be dismissed now and it is ordered accordingly. IA No.
8816/07 which was filed by some of the defendants for vacation of
the ex-parte injunction order dated 06- 10-2006 stands allowed.
23. Although the right of the plaintiffs to get any interim relief
has been negatived and the ex-parte injunction order is being
vacated but considering the facts and circumstances of the case
to the effect that members of the Kishor Group as well as the
Chowdhary Group are bent upon squandering away the valuable
assets of the Company without waiting for the final adjudication
of their respective claims this Court feels that at least during the
pendency of this suit neither the plaintiffs nor defendants 1-8
should be permitted to dispose of the assets standing in the name
of M/s. Capital Land Builders Pvt. Ltd. in any manner. They
would, therefore, stand restrained from disposing of any property
of the said Company during the pendency of the suit.”
(emphasis supplied)
49. Both parties went in appeal [FAO(OS) 337/2009 and FAO(OS)
423/2009] before the Division Bench against the said order and the same
was set aside vide order dated 06.11.2009. Division Bench observed that that
the interim injunction order passed by learned Single Judge cannot operate
against the plaintiffs or in favour of the defendants since the plaintiffs
(appellants therein) had undoubtedly been able to satisfy the triple test of
prima facie case, balance of convenience and irreparable loss and injury
considering the fact they have been in-charge of the Company for decades
having shareholding and the Society does not even figure in the list of
shareholders. Once the Company is controlled by the plaintiffs, its
functioning cannot be brought to a standstill by restraining both the parties
from dealing with the assets of the Company. The same would amount to
throttling the Company, thereby causing irreparable prejudice and harm to
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the functioning of the Company which is primarily dealing with the landed
estate.
50. The Division Bench, thus, vacated the injunction against plaintiffs and
consequently, defendants were restrained from representing themselves as
shareholders or directors of the Company or dealing with its assets thereof in
any manner whatsoever, besides also injuncting them from filing any
statutory forms or returns on behalf of the Company. It is not in dispute that
the said order of the Division Bench has attained finality. The relevant
extract from the order of the Division Bench dated 06.11.2009 reads as
under:
“34. The appellants, in our considered view, have undoubtedly
been able to establish a prima facie case that they are In-charge
of the Company having share holding and the Society does not
figure in the list of shareholders. Once the Company is controlled
by the appellants group, its functioning cannot be brought to a
standstill by the nature of the impugned order passed whereby
both the parties have been restrained from dealing with the
assets of the Company. This would amount to throttling the
Company and would cause irreparable prejudice and harm to
the functioning of the Company which is primarily dealing with
the landed estate. The balance of convenience has to be in favour
of the appellants as they have been running the show for decades
and the respondents kept silent from 1989 to 1996 when for the
first time they instituted the petition before the Company Law
Board claiming the exclusion of their shareholding from the
register of members. The original documents filed by the
appellants clearly show that after 1989 there is no shareholding
reflected of the group of the respondents. Without first getting
their rights to be entered into the shareholders register
established the respondents cannot have a say in the running of
the Company.
35. It is trite to say that the said Act is comprehensive enough to
look after the aspects of management of the affairs of a Company.
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In case of an allegation of mismanagement the minority group,
if has sufficient members, can always move the Company Law
Board. The Company is a separate legal entity and it is not as if
any shareholder irrespective of its percentage of shareholding
can interfere with the affairs of the Company. They would, of
course, have a right to speak in a shareholders meeting. The very
pre-requisite of being a shareholder was absent in the case of the
Society and thus as a recourse to their grievance they rightly
preferred the Company Petition under Section 111 of the said
Act before the Company Law Board. For the reasons best known
to them they abandoned that remedy. During the pendency of that
Petition they surreptitiously tried to steal a march by
manipulating documents and having failed in the same appeared
to have backtracked. Despite their failure to establish a status in
the Company, they sought to deal with the properties of the
Company and in fact, dealt with the properties and that too
contrary to an injunction order of the court which has given rise
to their conviction for contempt. Even before the Company Court
they sought to represent themselves on behalf of the Company
resulting in a reference of criminal contempt.
36. We are, of course, in agreement with the submission of the
learned counsel for the respondents that there can be no injunctive
relief in such a suit unless triple test of prima facie case, balance
of convenience and irreparable loss and injury is satisfied. This
position is not even disputed by learned senior counsel for the
appellant. The present proceedings are not in the nature of
Sections 397 & 398 of the said Act where the Company Law
Board is enshrined with the responsibility of protecting the assets
of the Company. The lis is between two groups in the civil suit.
The aforesaid would, thus, imply that once the triple test is
satisfied in the case of the appellants, the appellants would be
entitled to interim relief. The appellants cannot be restrained
during the pendency of the suit in view of the discussion
aforesaid and the respondents cannot seek protection of the
assets of the Company once prima facie they are found to have
no status in the Company.
37. We are, thus, of the considered view that the impugned
judgement cannot be sustained and we hold that the appellantsSignature Not Verified
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have made out a case for interim relief having satisfied the triple
test for grant of interim injunction and no order can operate
against them or in favour of the respondents. The respondents,
their agents and employees are, thus, restrained from
representing themselves as shareholders or Directors of the said
Company and consequent thereto are restrained from acting on
behalf of the Company by using any letterhead, bank accounts
or dealing with the assets of the Company in any manners
whatsoever and cannot be permitted to file any statutory forms
or returns on behalf of the Company. This injunction would
operate during the pendency of the suit.”
(emphasis supplied)
51. Sequel to above, defendants filed applications under Order XXXIX
Rule 4 of the CPC [I.A. No.7483/2015, I.A. No.4334/2019 and I.A.
No.4355/2019] seeking vacation of the injunction order of Division Bench
inter alia alleging that information obtained subsequently under Right to
Information Act, 2005 reveals that the stamps affixed on the transfer deeds,
relied upon by the plaintiffs to claim sale of shares held by Society, had been
printed in the year 1978 and 1979 whereas the transfer deeds themselves
were executed between the years 1968 to 1974. It was contended that the
aforesaid shows that the share transfer deeds are forged and fabricated.
52. While disposing of the said applications of the defendants, this Court
reiterated the view taken by the Division Bench in its aforesaid order dated
06.11.2009, and observed that till the time records are not rectified under
Section 111 of Companies Act, 1956, plaintiff nos.2 to 4 would remain the
de facto directors/shareholders of the Company. The Court also observed
that the Society has already instituted a suit for declaration in regard to the
forgery and till any decision is forthcoming in that suit, it cannot be said that
the defendants are prejudiced in any manner if plaintiff nos.2 to 4 are shown
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as shareholders/directors. However, it appears that to balance the equities,
the Court again restrained all the parties from dealing, alienating,
encumbering and/or parting with the assets or properties of the Company,
till the decision of the suit. The relevant extract from the order dated
07.03.2019 reads as under:
“11. I am of the view that as long as the plaintiffs no.2 to 4 are
de-facto Directors / shareholders of the plaintiff no.1, they have
to be shown as such on the website of the ROC and in the
records till the correction thereof. The Companies Act also gives
sanctity to the position as held in the records and provides a
procedure under Section 111 of the Act for rectification thereof.
The defendant no.1 SMS has now already, by instituting the suit
aforesaid claimed the same relief. Till in the said suit orders are
passed, it cannot be said that the applicants / defendants no.4 to
6 are prejudiced in any manner from the plaintiffs no.2 to 4
being shown as shareholders / Directors specially when the
powers of the plaintiffs no.2 to 4 as shareholders / directors have
been curtailed.
12. It is therefore felt that no prejudice is being suffered by the
applicants/defendants no.4 to 6 from continuation of the interim
order. On the contrary it is felt that vacation of the interim order
will result in chaos and uncertainty with respect to directors of
plaintiff no.1 company. As long as the property of the plaintiff
no.1 company is protected, the plaintiffs no.2 to 4, acting as
shareholders/directors, cannot cause any prejudice to
appellants/defendants no.4 to 6.
Xxx xxx xxx
15. Thus, the applications are disposed of by making absolute
till the decision of the suit the order dated 4 th February, 2019,
insofar as restraining all parties including the plaintiffs and the
defendants, from dealing, alienating, encumbering and/or
parting with any of the assets or properties of plaintiff no.1
company.”
(emphasis supplied)
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By:DEEPAK SINGH
Signing Date:21.07.2025
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53. In FAO(OS) 90/2019, wherein the Company had appealed against the
aforesaid order dated 07.03.2019, the Division Bench while issuing notice
vide order dated 29.04.2019, stayed the operation of order passed by the
learned Single Judge, insofar as it restrained the plaintiffs from dealing with
the properties of the Company. However, the Court also directed that prior
information, at least two weeks in advance, be furnished to the Court
(Division Bench), as well as, to the defendants in case the Company decides
to sell any of its landed assets. It appears that the Division Bench, while
deciding not to curtail the rights of the plaintiffs, also decided to preserve
the rights of the defendants that may accrue in future by ensuring that
fairness and transparency is maintained in sale transactions of the
Company’s properties.
54. The said order, which was subsequently made absolute vide order
dated 04.11.2019, reads as under:
“Till the next date, the operation of the impugned orders
shall remain stayed in so far as it restrains the appellant plaintiffs
from dealing with properties of the plaintiff company – Capital
Land Builders Private Limited.
However, in case, the appellant decides to sell any of the
landed assets of the appellant company, prior information thereof
shall be furnished to this Court as well as to the respondents at
least two weeks in advance.”
55. Thereafter, the appeal was disposed of vide order dated 22.01.20242, a
perusal of which shows that the defendants had voluntarily consented to the
sale of landed properties of the Company by the plaintiffs not below the
circle rate, the only rider being that in the event it is discovered that cash
transaction towards sale of land has taken place, the defendants shall have
2
Reproduced in Para 4.7 herein
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By:DEEPAK SINGH
Signing Date:21.07.2025
20:41:35
the liberty to seek modification of the order dated 22.01.2024. To my mind,
the arrangement worked out by the parties is in sync with the view
consistently taken by this Court, as well as, the Division Benches that the
plaintiffs have the right to manage and control the Company and its affairs.
56. As noted above, the only grievance of the defendants is that the
plaintiffs are attempting to sell the properties of the Company by taking
huge sums of cash and undervaluing the transaction for the purpose of
registration. The defendants/applicants rely on the audio and video
recordings of conversations between the Company’s employee namely, Mr.
Manoj Bansal and certain prospective buyers, admittedly sent by the
defendants, in support of their apprehension. Both parties have advanced
substantial arguments as to the evidentiary value of such recordings as well
as transcript thereof.
57. However, this Court does not wish to dilate on the said submissions
since at this stage, this Court need not delve into the aspect of authenticity or
evidentiary value of the recordings relied upon by the defendants/applicants.
The present application has not been filed seeking to invoke the contempt
jurisdiction of this Court, rather it is under Order XXXIX Rule 4 praying for
modification, varying or discharging the consent interim order dated
22.01.2024 based on the fact that the said order is causing undue hardship to
the applicants. The contentions of the party with respect to the evidence
relied upon and its admissibility thereof, apart from the assertion of wilful
disobedience of the said order, are arguments that can be taken up in the
appropriate proceedings. This Court, at the present, may need only take a
prima facie view with regard to the recordings and transcripts placed on
record.
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By:DEEPAK SINGH
Signing Date:21.07.2025
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58. Therefore, without undertaking the unnecessary exercise of
adjudicating upon the veracity or manner in which evidence relied upon the
defendants/applicants has been obtained, the Court proceeds to the real
controversy at hand. The issue being likelihood of plaintiffs or their
employees, agents etc. entering into sale transactions of the assets of
plaintiff no.1/Company by undervaluing the properties and receiving cash in
exchange, thereby defeating the interregnum rights of the parties as settled
by them and recorded in order dated 22.01.2024.
59. The recordings and transcripts of the alleged meetings and phone
calls, on a prima facie consideration, brings to light a probable situation
which could be prejudicial to the rights of applicants/defendants. The
situation so described shows that the current management of the Company
or one of its employees seeking to dispose of its assets purportedly at circle
rate, may still be able to receive substantial unaccounted amount in cash. It
is not to say that the parties have or would indulge in such an act defeating
the arrangement arrived at consensually, nevertheless, the apprehension
expressed by the defendants/applicants does not seem to be without basis.
60. The order dated 22.01.2024 stipulates that „no sale of land will be
made below the circle rate‟. Circle rate is fixed by the State for the limited
purpose of notifying the minimum value at which stamp duty is to be
collected by the Registering Authority. It is a benchmark set by the
government to enable the Registering Officer to mechanically ensure that
the instrument of transfer of a property is not undervalued below the set
threshold. However, the actual commercial/market value of a property may
not coincide with the circle rate notified by the State. Reference in this
regard may be had to the decision of the Division Bench of this Court in
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By:DEEPAK SINGH
Signing Date:21.07.2025
20:41:35
Govt. of NCT of Delhi Collectors of Stamps v. CTA Apparels Pvt. Ltd.,
2019:DHC:6028-DB, wherein it was held that the circle rates only provide
guidance to the Collector for determination of the value under Section 47A
of the Indian Stamp Act, 1899. Further, various factors apart from circle
rate, such as the area of the plot, use and nature of the property, amenities in
the area and other market factors like demand and supply that vary from
time to time, contribute to the actual valuation of the property. It must also
be noted that circle rates are not revised frequently.
61. Therefore, limiting sale of the properties belonging to the plaintiff
no.1/Company to not be below the circle rate does not offer any protection
to the defendants. Rather, any sale below the circle rate would itself not be
registrable. Even the stipulation for receiving the sale consideration through
ordinary banking transactions does not redress the grievance of applicants
adequately, since on paper, the sale consideration could conveniently be
shown to be at the prevalent circle rate and that amount can be received
through a recorded bank transaction. However, there would still be scope for
anyone dealing with the property of the Company, to ask and receive the
balance value over and above the circle rate, in cash or kind that would not
be traceable.
62. If the property is sold at a price lower than the market value, then
circumstances as illustrated by the defendants/applicants would certainly be
possible, whereby persons other than the Company would benefit.
63. Therefore, in the considered opinion of this Court, not taking into
account the the market value of the properties being put to sale gives an
unbridled discretion to the plaintiffs to sell them at any value above the
circle rate, to the detriment of the defendants/applicants, making the
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By:DEEPAK SINGH
Signing Date:21.07.2025
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arrangement recorded in the order dated 22.01.2024 iniquitous for the
defendants.
64. Having considered the factual backdrop of the present case, as well
as, the case set up by the defendants/applicants in the captioned application,
it would also be apposite to consider the prayer sought by them. The
defendants/applicants, as noted above, have sought complete status quo with
respect to the assets of the plaintiff no.1/Company.
65. In this regard, this Court cannot overlook the fact that rights of the
plaintiffs to deal with the assets of the Company, and their control over the
same has already been crystalised in the detailed order dated 06.11.2009 of
the Division Bench as discussed hereinabove. No change in circumstances
since then has been pointed out to suggest that the defendants, thereafter,
have attained a better right in the Company. The only change in facts is the
alleged new evidence which supposedly shows forgery and fabrication of
the transfer deeds pertaining to shares of the Society. The said fact has
already been considered by the learned Single Judge in order dated
07.03.2019 and the view taken therein is consistent with the view of the
Division Bench, insofar as plaintiffs’ status as directors and control over the
Company is concerned. As such, it is settled that the plaintiffs are still the de
facto directors of the Company, in-charge of the management thereby.
66. There is no subsequent declaration in favour of the defendants
confirming the allegation of forgery of the transfer deeds. Thus, there does
not seem to be any real change in the rights of the parties. It is settled law
that once the interim rights of the parties have been decided finally by the
Court at an earlier stage, the principles of res judicata apply and the parties
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By:DEEPAK SINGH
Signing Date:21.07.2025
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should not be allowed to re-agitate the matter again at a subsequent stage.3
Thus, at present this Court does not deem it fit to grant the relief of complete
status quo against the plaintiffs on the sale of assets of the Company by
them.
67. Further, having regard to the fact that arrangement as recorded in the
order dated 22.01.2024 was voluntarily arrived at between the parties and
the same is also in consonance with the view taken by this Court as well as
by the Division Benches, this Court is of the view that an endeavour should
be made to maintain the sanctity of such arrangement, in letter and spirit.
68. It is submitted by Mr. Ganju that this Court had suggested
appointment of a Local Commissioner/Observer which was acceptable to the
plaintiffs, however, the defendants did not agree to such a proposal.
69. Be that as it may, this Court under Order IX Rule 26 has power to
appoint Local Commissioner on its own, to inter alia ascertain the market
value of any property, or the amount of any mesne profits or damages or
annual net profits, directing him to make investigation in that behalf and to
report thereon to the Court. It is equally settled that the Court may appoint a
Local Commissioner, even when one of the parties is not amenable to
suggestion of such an appointment, to ascertain the actual state of affairs.4
70. In view of the discussion above and to allay the apprehension of
defendants, as well as, to protect the rights of both the parties, this Court
3
Satyadhyan Ghosal v. Deorajin Debi, [1960] 3 SCR 590
Arjun Singh v. Mohindra Kumar AIR 1964 SC 993
C.V. Rajendran v. N.M. Muhammed Kunhi (2002) 7 SCC 447
Ishwar Dutt v. Land Acquisition Collector (2005) 7 SCC 190
Bhanu Kumar Jain v. Archana Kumar (2005) 1 SCC 787
Ajay Mohan and Ors. v. H.N. Rai and Ors. (2008) 2 SCC 507
4
M.P. Rajya Tilhan Utpadak Sahakari Sangh Maryadit, Pachama, District Sehore and Others v. Modi
Transport Service, (2022) 14 SCC 345
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Signing Date:21.07.2025
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deems it expedient to modify the order dated 22.01.2024 and substitute
clause (ii) of Para 1 with the following directions, which will operate during
the pendency of suit:
(iia) The plaintiffs (Sachdeva & Kishor Lal faction) shall ensure that
any sale of the landed assets held in the name of the Company
[Capital Land Builders Pvt. Ltd.] is made at the prevailing
market rate. The Company shall furnish details of each sale
transaction before this Court.
(iib) The entire consideration towards sale of any land/property/asset
of the Company will be received through ordinary banking
channels in accordance with law i.e. Cheque or RTGS.
(iic) At the time of any sale, the plaintiffs will approach this Court
for appointment of a Local Commissioner-cum-Observer to
determine an approximate market value of the
land/properties/assets sought to be sold, who will be appointed
by the Court with the consent of parties, if there is consensus,
and in case parties are not ad idem on the name, Court in its
wisdom will appoint any independent person for the said
purpose.
(iid) The Local Commissioner-cum-Observer will furnish his report
bringing on record estimated market value at the time of sale
and detailing the manner in which such value has been arrived
at.
71. With the aforesaid modifications, the present application stands
disposed of.
VIKAS MAHAJAN, J
JULY 21, 2025
aj
Signature Not Verified
Digitally Signed CS(OS) 1906/2006 Page 33 of 33
By:DEEPAK SINGH
Signing Date:21.07.2025
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