- (1.) LEAVE granted in both the petitions.
(2.) THE property known as Saj Resorts, the land and building along with running business, at Mahableshwar, a hill station in the State of Maharashtra, is the subject-matter of the present litigation. THE property was owned and operated as a running hotel by M/s Saj Hotels Pvt. Ltd., a private limited company, hereinafter referred to as "the respondents" for short. Latim Lifestyle and Resorts Ltd. (hereinafter referred to as "the appellants" for short) entered into a memorandum of understanding with the respondents whereby the respondents agreed for sale of the land and building known as Saj Resorts at Mahableshwar as a going concern through the mode of transfer of shares. THE appellants purchased 33.33% shares of the respondents for a consideration of Rs 1,50,00,000. THE possession of Saj Resorts was delivered to the appellants. Day-to-day management of affairs of Saj Resorts was taken over by the appellants and the respondents agreed not to interfere therein. On 27-11-1996 the parties agreed for the transfer of the remaining 2/3rd shareholdings of the respondents to the appellants, as per certain terms and conditions mutually agreed upon, the details whereof are not relevant for the purpose of this order. THE fact remains that ever since 1996 possession of Saj Hotels and management thereof as a running hotel is with the appellants. Complaining of breach of contract, suit for specific performance of the agreement dated 17-5-1997, which was entered into between the parties, was filed by the appellants against the respondents. The suit ended in a compromise based whereon a compromise decree was passed on 25-2-1999. The compromise decree imposes obligations on both the parties to be performed. A copy of the compromise purchis incorporated into the decree is enclosed herewith and marked as Annexure 'A'. There was a sum of Rs 77 lakhs deposited by the appellants during the pendency of a civil revision application (CR No. 413 of 1999) filed by the respondents in the High Court of Bombay which had on 4-5-1999 passed an interim direction calling upon the appellants to deposit Rs 8,22,500 per month in the High Court. The High Court had directed the Court Receiver to take over possession and appoint the respondents as his agents on suitable terms and conditions, on any two defaults in deposit being committed by the appellants herein. The appellants made nine deposits of Rs 8,22,500 each, totalling up to Rs 74,02,500. The amount was placed in fixed deposit. With interest earned thereon a total amount of Rs 77,08,714 was transmitted by the High Court to the executing court and the same has been withdrawn by the respondents under the orders of the executing court. The parties are not ad idem on the issue as to how and against what this amount is to be appropriated or adjusted and we do not propose to express any opinion thereon in the order.
(3.) THE compromise between the parties ended the suit but not the disputes inter se. On 15-5-2001, the respondents filed Special Darkhast No. 33 of 2001 for possession of the suit premises complaining of breach of terms by the appellants. THE executing court passed an ex parte order directing issuance of warrant of possession for delivery over the suit property to the respondents. THE appellants preferred objections before the executing court and complained of breach of terms of compromise decree by the respondents. THE executing court stayed the execution of warrant of possession. THE appellants also moved an application on 15-6-2001, being Special Darkhast No. 34 of 2001 complaining of breach of the obligations which were incurred by the respondents by reference to clauses 7, 8 and 9 of the compromise decree and other reliefs. By a common order dated 5-7-2001 the executing court dismissed Special Darkhast No. 33 of 2001 and recalled the order for warrant of possession holding it to be premature. On Special Darkhast No. 34 of 2001 the respondents were ordered to deposit the documents mentioned in clauses 8 and 9 of the compromise decree and also to comply with their obligation under clause 7. Feeling aggrieved by the abovesaid order the respondents preferred two revision applications before the High Court. On 30-10-2001, in Civil Revision No. 1356 of 2001 the High Court passed an interim order appointing Court Receiver on all the assets of Saj Resorts and the respondents to be appointed as agent of the Court Receiver. By a separate order passed in the other revision application (Civil Revision No. 1351 of 2001) further proceedings in the executing court in Darkhast No. 34 of 2001 were directed to be stayed. Two special leave petitions have been preferred by the appellants against the abovesaid two interim orders of the High Court. By an interim order of this Court dated 5-11-2001, the appellants' possession was protected and the Receiver was directed not to take possession of the suit property.;