S.B.Sinha, J. - (1.) This appeal is directed against a judgment and order dated 13.5.99 whereby and whereunder an interim order granted by the said court was directed to continue with certain clarification. The said order was passed in a suit filed by the 1st respondent herein, inter alia, praying for the following reliefs:- "a) Declaration that any settlement, arrangement and/or agreement arrived at by and between the defendants Nos.2 and 3 for acquisition of the entire shareholding of the defendant No. 3 of and in the defendant No. 3 of and in the defendant No. 1 by the defendant No. 2 and/or his associates, is illegal, null and void; b) Decree for delivery up of any settlement, arrangement and/or agreement referred to in prayer(a) hereinabove and the same be cancelled and adjudged void; c) Perpetual injunction restraining the defendants and each one of them from giving any effect or further effect to any settlement, arrangement and/or agreement made by and between the defendants or any one of them for acquisition of the entire shareholding of the defendant No. 3 or any part thereof of and in the company, viz. the defendant No. 1 by the defendant No. 2 or his associates or any other person in any manner whatsoever, d) Perpetual injunction restraining the defendant No. 3 from receiving any payment as consideration for transfer of its entire shareholding in the company from the defendant No. 2 or any of the defendants in any manner whatsoever.
(2.) The fact of the matter is as follows:- One Dinesh Dalmia (Dalmia) filed a suit in the Madras High Court against the appellant-tenant (CDC) and DSQ Software Limited (DSQ), a company controlled by Dalmia contending that he was entitled to buy and CDC was obliged to sell 38-lakh equity shares held by CDC in DSQ. The said suit was compromised on 24th October, 1998 on the following terms: "a) CDC agreed to sell the shares held by it in DSQ to Dalmia for Rs. 60 crores approximately; b) Dalmia was requitred to deposit earnest money of Rs. 5 crores with an agreed escrow agent; c) Dalmia was to pay the balance and complete the transaction on or before 12.00 noon on November 30, 1998; d) The share certificates of the shares were to be split into smaller marketable lots by DSQ and delivered to the escrow agent; e) Dalmia was to obtain all statutory and other permissions for sale of shares; f) In the event of Dalmia's failure to complete the transaction by the due date, the earnest money deposited by him, was to be forfeited to the credit of CDC."
(3.) Pursuant to the terms of the said consent order, Dalmia deposited a sum of Rs. 5 crores with the escrow agent. In the meantime two suits were filed, one by Mr Sampath contending to be a shareholder of DSQ against CDC, Dalmia, DSQ; and the escrow agent being O. S. No. 8053 of 1998 before XIV Assistant City Civil Judge, Chennai. In the said suit it was contended that: (a) The Plaintiff had, purchased shares in DSQ; relying upon the representation contained in the prospectus of DSQ that CDC was to be a major investor in DSQ. (b) The compromise between CDC on one hand and DSQ and the respondent No. 3 on the other was in violation of the listing agreement between the Stock Exchanges and DSQ.;