ASHOK KUMAR KOTHARI Vs. SANWARLAL AGARWAL

JUDGEMENT

(1.) A company by the name of Special Ear, Nose and Throat Hospital Private Limited (the "said company") was incorporated on 2 nd April 2009 with the object to construct a multi-speciality hospital on a parcel of land called as "Hospital Plot AM6" admeasuring 4897.40 square meters and bearing CTS No.827/C/1/20 situate at Dindoshi, Malad (East), Taluka Borivali, Mumbai (the "project") by the Defendants (the "Agarwals") in Suit No.844 of 2019 (the "said suit") and the Agarwals were 100% shareholders of the said company till 8 th May 2012. On 8/5/2012, the Plaintiffs (the "Kotharis") in the said suit acquired 50% shareholding in the said company. Accordingly, the shareholding of the said company was equally divided between the Kotharis and the Agarwals.

(2.) The Kotharis advanced sum of Rs. 10,30,27,700.00 to the said company as an interest free loan by way of quasi-equity and the Agarwals had also advanced a sum of Rs. 10,32,55,000.00 to the said company as an interest free loan by way of quasi-equity.

(3.) Around 27/3/2019, differences arose between the parties with respect to the implementation of the project, which differences were sought to be settled by a mutual agreement whereby both the groups decided to bid against each other, in order to acquire and have full control of 100% shareholding of the said company. The Agarwals made a bid of Rs. 35.00 crores for purchase of the 50% shareholding of the Kotharis and in counter thereto, the Kotharis made a bid of Rs. 36.75 crores for the purchase of the 50% shareholding of the Agarwals. The Agarwals did not increase their bid and as a result, the Kotharis were the successful bidder.