TIMOTHY BOWEN, ALSO KNOWN AS TIM BOWEN, MANOR LANE Vs. CLENERGEN CORPORATION, A COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

JUDGEMENT

(1.) Being aggrieved by the dismissal of the application in A.No.5097 of 2011 and declining to grant leave to sue, plaintiffs have preferred this appeal.

(2.) Case of appellants is that the 1st appellant is a resident of United Kingdom. 2nd and 3rd appellants are Companies incorporated in United Kingdom. On 24.1.2011, an Agreement was entered into between the 1st appellant and 1st respondent, being the Bridge Loan Agreement, which was effective from 24.5.2010. In terms of the Bridge Loan Agreement, the 1st respondent confirmed that the 1st appellant had given a loan of GB Pounds 110,000/- (GB Pounds One hundred and ten thousand only) being approximately US $ 180,000/- (United States Dollars Hundred and Eighty Thousand only) to the 1st respondent. The Bridge Loan was to part finance the acquisition of a 1.5 MW anaerobic digestion plant near Salem. Clause 6 of the Bridge Loan Agreement inter alia provided that the loan should be repaid within ten months following the draw down date of the Loan. As per the terms of the Agreement, Bridge loan ought to have been repaid by 24.3.2011; however, it has not been repaid. On 31.8.2011, the 1st respondent issued a settlement letter offering certain terms for settlement of the debts owned to the appellants amounting to US $ 400,000 and also with regard to the shares that were being held by the appellants in the 1st respondent. The Settlement agreement (dated 31.8.2011) was signed on behalf of the 1st respondent by the 4th respondent.

(3.) Further case of appellants is that they have learnt from the website of United States Securities Commission (SEC) that even prior to entering into the Settlement Agreement (dated 31.8.2011), the 1st respondent represented by the 4th respondent had purportedly entered into two agreements on 5.8.2011 with M/s.Maxrise Powergen Ltd.(Maxrise) - (i) a Transfer Agreement and (ii) an Agreement for Purchase and Sale of Business. In terms of the said Transfer Agreements, the 1st respondent had purported to transfer the entire share capital in the 2nd respondent to Maxrise for a consideration of US$1 (US Dollar one only) and Maxrise shall assume 100% ownership of all the assets and liabilities of the 2nd respondent including the said plant and another 18.5 MW Power Plant. According to the appellants, the said Transfer Agreements have been made to effectively dispose of the said Plant, which, according to the appellants, is the primary asset with the respondents, with a view to defeat the claim of the appellants by divesting the 1st respondent's entire shareholding in the 2nd respondent without settling the appellants' loan and other outstandings. The Transfer Agreements are violative of and in breach of the Settlement Agreement and bad in law and illegal.