JUDGMENT
S. Rajeswaran, J.
1. OA No. 452 of 2006 has been filed for an order of interim injunction restraining respondents 1, 2 and 3 by themselves, either jointly or severally or their men, agent/s, employee/s, representative/s, attorney/s and/or directors, and/or authorised representatives and/or its officers and any other person/s claiming through or any of them from in any manner dealing with or disposing of their shareholding or any part thereof or creating any encumbrances, charges, lien or entering into any kind of agreement with regard to its shareholding or any part thereof as set out in Schedule A or attempting to do any of the above, pending the adjudication of the disputes which have arisen between the applicant and the respondent by the learned arbitrator to be appointed.
2. OA No. 453 of 2006 has been filed for an order of interim injunction restraining respondent No. 4, by itself or its agent/s, directors, authorised representative/s or employee/s, representative/s, attorney/s and/or any other person/s claiming through or under it from in any manner alienating, transferring, encumbering, dealing with, leasing, licensing or changing the character of the properties described in Annexure D of the Share Purchase Agreement dated 21.12.2005 or any part thereof, i.e. the Schedule B property or attempting to do any of the above, pending the adjudication of the disputes which have arisen between the applicant and the respondent by the learned arbitrator to be appointed.
3. OA No. 454 of 2006 has been filed to pass an order of interim injunction restraining the respondents by themselves, either jointly or severally or their agent/s, employee/s, representative/s, attorney/s and/or directors, and/or authorised representatives and/or its officers and any other person/s claiming through or any of them from acting contrary to or in derogation of the Share Purchase Agreement dated 21.12.2005 produced as Document No. 3 pending the adjudication of the disputes which have arisen between the applicant and the respondent by the learned arbitrator to be appointed.
4. Application No. 2329 of 2006 has been filed to vacate the order of interim injunction granted in OA No. 452 of 2006 dated 07.06.2006 passed against applicants/respondents 1 to 3.
5. Application No. 2330 of 2006 has been filed to vacate the order of interim injunction granted in OA No. 453 of 2006 dated 07.06.2006 passed against applicant/4th respondent.
6. Application No. 2331 of 2006 has been filed to vacate the order of interim injunction granted in OA No. 454 of 2006 dated 07.06.2006 passed against applicants/respondents 1 to 3.
7. Application No. 2332 of 2006 has been filed to vacate the order of interim injunction granted in OA No. 454 of 2006 dated 07.06.2006 passed against applicant/4th respondent.
8. The facts as culled out from the affidavit filed in support of the injunction applications are as under:
Respondents 1 to 3 are the majority shareholders of the 4th respondent company. The 4th respondent company is the absolute owner of several immovable properties including the property situate at Jamin Pallavaram, Chennai and at No. 36, Rajaji Salai, Chennai. Respondents 1 to 3 who are the majority shareholders of the 4th respondent decided to dispose of its immovable properties, floated a proposal in the form of an information memorandum in September 2005. The basic concept of the information memorandum was to sell all the immovable properties of the 4th respondent and this was to be achieved by the sale of the shares and respondents 1 to 3 by divesting their shares in the 4th respondent, agreed to transfer the company and its assets.
9. The applicant agreed to purchase the shares of the 4th respondent and the terms of agreement were reduced into writing under a Share Purchase Agreement dated 21.12.2005. All the respondents passed necessary board resolutions for execution of the above Share Purchase Agreement. As per the Share Purchase Agreement, the total consideration agreed to be paid is a sum of Rs. 2,38,05,00,000. The applicant paid an advance of Rs. 34 crores which includes a payment of Rs. 9 crores for the non-compete clause executed by the 2nd respondent.
10. The applicant was permitted to construct a fence around the property of the 4th respondent located at Darga Road, South Jamin Pallavaram at Maraimalai Nagar. When the applicant was putting up a construction of compound and fencing the property at Darga Road, Jamin Pallavaram, several persons obstructed the applicant claiming to be the owners of several portions of the said property. The applicant immediately brought the same to the notice of the respondents and by letter dated 11.02.2006, informed the respondents that the matter would require about 60 days to put them at rest and requested them to confirm extension of time for the completion of the transaction by 60 days from the end of the period prescribed in the agreement dated 21.12.2005. To this letter dated 11.02.2006, a reply dated 20.02.2006 was sent by the respondents informing that the claims of the 3rd parties are baseless and further suggesting that the transaction could be completed on the basis of the agreement or in the alternative to amend the agreement to exclude representations, warranties and indemnities with respect to the above said property and the transaction could be closed by extending 15 days. This reply according to the applicant is without any logic or basis as all along the applicant was ready and willing to comply with their obligations. Therefore, by letter dated 24.02.2006, the applicant required the respondents to clear all obstructions and hindrances and make available the properties free from encumbrances and on such happening the applicant would complete the transaction. Further, it is stated by the applicant that the respondents wanted an alternative way of completing the transaction by suggesting an acquisition by the applicant of a foreign entity in which respondents 1 to 3 would transfer their equity. The applicant refused to accept the same and informed the respondents that they would be ready to make payments in terms of the Share Purchase Agreement and within the framework of Indian Law.
11. While so, the applicant was shocked to receive a letter dated 18.05.2006 from the 1st respondent informing that they were unable to comply with their obligations under the agreement and unilaterally sought to terminate the agreement invoking Clause 12.3 of the agreement. To this letter dated 18.05.2006, the applicant sent a letter dated 25.05.2006 informing that Clause 12.3 could not be invoked and they are always ready and willing to comply with their obligations. It is the case of the applicant that the real reason to terminate the agreement was not the inability to resolve the third party claim to the property at Jamin Pallavaram but was the inconvenience of repatriation despite receipt of consideration. The applicant states that they are entitled to seek for specific performance of the agreement and in terms of Clause 13 of the agreement in the event of any dispute, the same has to be referred to arbitration. Now, the applicant came to know from the reliable sources that the respondents are seeking to deal with the properties of the 4th respondent and the shares held by them in the 4th respondent company in complete breach of their obligations under the agreement dated 21.12.2005. Hence, they have filed the above 3 applications under Section 9 of the Arbitration and Conciliation Act, 1996 (hereinafter called ‘the Act’) by way of interim protection.
12. This court, by order dated 07.06.2006 granted interim injunction in all the applications and the same was extended until further orders on 05.07.2006.
13. On issuance of notice, respondents 1 to 3 and the 4th respondent entered appearance through their respective counsel and filed their counter affidavit. They have also filed the above applications for vacating the interim orders granted by this court.
14. In the counter affidavit filed by respondents 1 to 3, a preliminary objection was raised by stating that none of the respondents has a place of business within the local limits of this court and, therefore, this court has no jurisdiction to entertain the above applications against them. It is stated that the agreement itself was entered into at Bangalore and no cause of action, arose in Chennai. Even otherwise, as no leave was obtained by the applicant, under Clause 12 of the letters patent, all the above applications filed under Section 9 of the Act, 1996 are not maintainable.
15. On merits, it is stated by respondents 1 to 3 that the time is the essence of the contract and on no occasion the contract would be extended beyond 60 days. The transaction would be completed within 30 days from 21.12.2005 extendable only for a period of 30 days at the request of the applicant as per the Share Purchase Agreement. After entering into the agreement on 21.12.2005, nothing was heard from the applicant and only after a lapse of 45 days, the applicant by letter dated 11.02.2006 informed that they are facing certain obstructions in putting up the fence and requested for extension of time by 60 days for closing the transaction. By reply dated 20.02.2006, respondents 1 to 3 informed that the applicant could close the transaction as agreed or alternatively it was suggested that an extension of 15 days’ could be granted, if the said claims could be excluded from the indemnity clause of the agreement dated 21.12.2005 by a suitable amendment. In response, the applicant by letter dated 24.02.2006 informed that unless all obstructions are removed, they would not complete the transaction as agreed. As the 3rd party obstructions could not be sorted out within a short span of time, the respondents terminated the contract by letter dated 18.05.2006 and undertook to return the advance of Rs. 25 crores as stipulated in Clause 12.3 of the agreement. According to these respondents, the failure on the part of the applicant to close the transaction in time, is the reason for the agreement getting lapsed by efflux of time and the other reasons alleged by the applicant are denied by them. The respondents further state that sale and transfer of shares is the subject matter of the agreement, which is movable property and, therefore, there cannot be any specific performance of such a sale and transfer of shares. They further contended that only a sum of Rs. 25 crores was received as advance, pursuant to agreement and not Rs. 34 crores as stated by the applicant. Therefore, they prayed for the dismissal of the above injunction applications.
16. In their counter affidavit, the 4th respondent stated that the agreement was entered into between the applicant and respondents 1 to 3 and the 4th respondent was expressly excluded from any of the obligations under the Share Purchase Agreement. Therefore, the 4th respondent was not a party to the arbitration clause and as such the above applications are not maintainable against them. The 4th respondent has also taken a preliminary objection that as no leave was obtained under Clause 12, all the injunction applications have to be dismissed as not maintainable. On merits it is stated by the 4th respondent that except being a signatory to the extent of confirming their shares held by respondents 1 to 3, the 4th respondent has nothing to do with the agreement. Therefore, they prayed for the dismissal of the applications insofar as the 4th respondent is concerned.
17. The applicant filed a rejoinder to the counter filed by respondents 1 to 3 and another rejoinder to the counter filed by the 4th respondent. In both the rejoinders, the applicant reiterated their earlier stand and prayed for allowing the injunction applications. It is also specifically stated in the rejoinders that an arbitral tribunal presided by Justice V.N. Khare, retired Chief Justice of India was already constituted and the proceedings have commenced and the interim protection is to be continued until an award is passed by the tribunal.
18. Heard Mr. P.S. Raman, learned senior counsel for the applicant, Mr. A.L. Somayaji, learned senior counsel for respondents 1 to 3 and Mr. Habibulla Badsha, learned senior counsel for the 4th respondent. I have also gone through the documents filed and the judgments referred to in support of their submissions.
19. The following questions arise for consideration in the above applications:
(a) Whether this court has got jurisdiction to entertain these applications filed under Section 9 of the Act, 1996 ?
(b) If yes, whether these applications are liable to be dismissed as no prior leave was obtained under Clause 12 of the letters patent ?
(c) Whether the interim orders already granted are to be continued till the termination of the proceedings pending before the arbitral tribunal ?
20. Elaborate arguments were advanced by all the learned senior counsel on the question of jurisdiction, the necessity of obtaining prior permission under Clause 12 and also on merits. I do not propose to consider the arguments made on merits of the case before deciding the jurisdiction issue and the issue of obtaining prior permission under Clause 12 of the letters patent. Therefore, let me consider the questions (a) and (b) first.
21. It is not in dispute that the injunction applications are filed under Section 9 of the Act, 1996, which reads as under:
9. Interim measures etc. by courtA party may, before or during arbitral proceedings or at any time after the making of the arbitral award but before it is enforced in accordance with Section 36, apply to a court
(i) for appointment of a guardian for a minor or a person of unsound mind for the purposes of arbitral proceedings; or
(ii) for an interim measure of protection in respect of any of the following matters, namely:
(a) the preservation, interim custody or sale of any goods which are the subject matter of the arbitration agreement;
(b) securing the amount in dispute in the arbitration;
(c) the detention, preservation or inspection of any property or thing which is the subject matter of the dispute in arbitration, or as to which any question may arise therein and authorising for any of the aforesaid purposes any person to enter upon any land or building in the possession of any party, or authorising any samples to be taken or any observation to be made, or experiment to be tried, which may be necessary or expedient for the purpose of obtaining full information or evidence;
(d) interim injunction or the appointment of a receiver;
(e) such other interim measure of protection as may appear to the court to be just and convenient,
and the court shall have the same power for making orders as it has for the purpose of, and in relation to, any proceedings before it.
22. The word ‘court’ has been defined under Section 2(1)(e) of the Act, 1996 which reads as under:
Court means the principal civil court of original jurisdiction in a district, and includes the High Court in exercise of its ordinary original civil jurisdiction, having jurisdiction to decide the questions forming the subject matter of the arbitration if the same had been the subject matter of a suit, but does not include any civil court of a grade inferior to such principal civil court, or any court of small causes.
23. Now, it has been decided by the Division Bench of this court that principal civil court of original jurisdiction in Chennai for the purpose of this Act is High Court and not the principal city civil court. Sundaram Finance Limited v. M.K. Kurian and Anr. .
24. Clause 12 of the letters patent deals with the territorial jurisdiction or the original jurisdiction of this court which reads as under:
12. Original jurisdiction as to suitsAnd we do further ordain that the said High Court of Judicature at Madras, in exercise of its ordinary original civil jurisdiction, shall be empowered to receive, try and determine suits of every description if, in the case of suits for land or other immovable property, such land or property shall be situated, or, in all other cases, if the cause of action shall have arisen, either wholly, or, in case the leave of the court shall have been first obtained, in-part, within the local limits of the ordinary original jurisdiction of the said High Court; or if the defendant at the time of the commencement of the suit shall dwell or carry on business or personally work for gain, within such limits; except that the said High Court shall not have such original jurisdiction in cases falling within the jurisdiction of the small cause at Madras, in which the debt or damage, or value of the property sued for does not exceed hundred rupees.
25. In the light of the above, now let me consider the submissions made by the learned senior counsel for the applicant. He submits that Clause 12 will apply to suits only and not to proceedings under the Arbitration and Conciliation Act, 1996. He further adds that even assuming that Clause 12 will apply to proceedings under the Act, 1996, it has not at all been followed in this court and, therefore, the procedure and practice followed in this court alone is to be given importance. He relied on the following decisions in support of his contentions:
(1) Rebati Ranjan v. Suramjan ;
(2) Standard Batteries Ltd. v. Casings (India) Pvt. Ltd. ;
(3) Jamal Uddin Ahmad v. Abu Saleh Najmuddin ; and
(4) Firm Ashok Traders v. Gurumukh Das Saluja .
26. Per contra, the learned senior counsel for respondents 1 to 3 and the learned senior counsel for the 4th respondent submit that Clause 12 alone will apply to any proceedings filed before this court in its original jurisdiction and when there is clause in a statute with no ambiguity, the same has to be followed in its observance and not in its violations. The learned senior counsel for respondents 1 to 3 relied on the decision of the Bombay High Court in Tata International Ltd. v. Trisuns Chemical Industries Ltd. 2002 (2) Mh. LJ 242 : 2002(2) Arb. LR 432 (Bom.) in support of his submissions. (This was relied on by the learned senior counsel for the 4th respondent also).
27. The learned senior counsel for the 4th respondent besides relying strongly on the above decision of the Bombay High Court, placed his reliance on the following decisions also:
(1) Tobu Enterprises Pvt. Ltd. v. Camco Industries Ltd. ; and
(2) Food Corporation of India v. Evdomen Corporation .
28. In Firm Ashok Traders v. Gurumukh Das Saluja (supra) the Hon’ble Supreme Court held that application filed under Section 9 of the Act, 1996 is neither a suit nor a proceeding arising in a suit and, therefore, its maintainability prima facie not affected by the bar under Section 69 of the Partnership Act, 1932.
29. In the above decision, the Supreme Court had to decide whether Section 9 application filed by a partner of an unregistered firm or by a person not shown as a partner in the register of firms is maintainable or not.
30. The above decision does not deal with the maintainability of an application under Section 9 of the Act, 1996 when no leave is obtained under Clause 12 of letters patent. Further, the counsel for the parties before the Supreme Court agreed that de hors the issue of maintainability, the court may proceed to determine the appeal on merits. Therefore, the above decision is not useful to the applicant to contend that Clause 12 will not apply to an application filed under Section 9 of the Act, 1996.
31. In Standard Batteries Ltd. v. Casings (India) Pvt. Ltd. (supra) the following question fell for consideration before the Bombay High Court:
Is an application or a suit filed under the provisions of Section 20 of the Arbitration Act, 1940, a suit within the meaning of Clause 12 of letters patent ? And following the decision of the Calcutta High Court in S.P.C. Engineering Co. v. Union of India AIR 1966 Calcutta 259 (), which was followed by Calcutta High Court in the case of Union of India v. Khem Chand Raj Kumar 1973 (1) Cal. 529, held that the application under Section 29 of the Arbitration Act does not partake the requirement of what is ordinarily understood to be a civil suit within the meaning of Clause 12 of letters patent and consequently held that Clause 12 of letters patent is inapplicable to suits under Section 20 of the Arbitration Act, 1940.
32. This decision is also not an authority to come to a conclusion as to whether Clause 12 of letters patent will apply to an application filed under Section 9 of the Act, 1996. Firstly, the Calcutta High Court decision relied on by the Bombay High Court in S.P.C. Engineering Co. v. Union of India was later on overruled by a Division Bench of the Calcutta High Court in Tobu Enterprises Pvt. Ltd. v. Camco Industries Ltd. (supra) by holding that where the cause of action arises in-part only within the ordinary original jurisdiction of the High Court, an application under Section 20 of the Arbitration Act, 1940 can only be filed in High Court after first obtaining leave under Clause 12 of letters patent. Secondly, it deals with an application filed under the Act, 1940 and the Hon’ble Supreme Court in the decision in Firm Ashok Traders v. Gurumukh Das Saluja (supra), observed that the Arbitration and Conciliation Act, 1996 is a long leap in the direction of alternate dispute resolution system and the decided cases under the preceding Act of 1940 have to be applied with caution for determining the issues arising for decision under the new Act.
33. In Rebati Ranjan v. Suranjan (supra) S. Datta, J. sitting in a Division Bench with D.N. Sinha, J. while agreeing with the conclusion arrived at by D.N. Sinha, J. held that when an application filed under Section 41 of the Act, 1940 for the appointment of a receiver is dismissed as no leave under Clause 12 of letters patent was taken, an appeal against that order is barred under Section 39(1) of the Act, 1940, went on to add few more words to the judgment, wherein he held that Clause 12 of letters patent does not determine the jurisdiction of the High Court in its ordinary original side to entertain applications under the Arbitration Act and Section 2(c) and Section 31 of the Act, 1940 alone deal with the jurisdiction of this court.
34. This decision is also not very helpful to decide the issue, which has arisen in the present case. In Tobu Enterprises Pvt. Ltd. v. Camco Industries Ltd. (supra), the Division Bench of the same High Court held that the determination of the question by S. Datta, J. with which the Division Bench differed, cannot be regarded as the decision of the bench, but that of a Single Judge.
35. The learned senior counsel for the applicant strenuously contended that the decision of S. Datta, J. is also the decision of the Division Bench in Rebati Ranjan v. Suranjan (supra) and for this proposition he relied on the Division Bench decision of this court in G.R.V. Rajan v. Tube Investment of India Ltd. 1995 (1) LW 274.
36. I do not want to make a roving enquiry as to whether the decision of S. Datta, J. is a decision of the Division Bench or not as I am of the opinion that the decision in Rebati Ranjan v. Suranjan (supra) is also not very useful to decide the question that arose in the present proceedings.
37. In Jamal Uddin Ahmad v. Abu Saleh Najmuddin (supra) the Hon’ble Supreme Court held as follows:
18. Sub-section (1) of the above said provision required the Election Petition being presented to the Election Commission. Sub-section (2) provided for the Election Petition being delivered to the Secretary to the Commission or to such other officer as may be appointed by the Election Commission or even being sent by registered post and delivered to the Secretary to the Commission or the officer appointed so as to be deemed to have been presented to the Election Commissioner. While “High Court” has been substituted in place of Election Commission in Sub-section (1), Sub-section (2) of the erstwhile Section 81 has been deleted without re-enacting a corresponding provision. The reason is more than obvious. The Parliament knew that so far as the Election Commission is concerned, it was considered necessary to trust only the Secretary to the Commission or such other officer as may be appointed by the Election Commission entrusted with the responsibility of receiving the Election Petition presented to the Election Commission. So far as the High Court is concerned, such a provision was not required to be enacted into the Act. Jurisdiction to try an Election Petition has been conferred on the High Court in place of the Election Tribunal. The High Court is a constitutional court which was pre-existing. It is a court of record and exercises plenary powers. The High Court being a pre-existing judicial institution also had rules, directions and practice already existing and prevalent and governing the reception of documents presented to it; the same would apply to Election Petitions cursus curiae est lex curiaeThe practice of the court is the law of the court. Every court is the guardian of its own records and the master of its own practice; and where a practice has existed, it is convenient, except in cases of extreme urgency and necessity, to adhere to it, because it is the practice, even though no reason can be assigned for it; for an inverterate practice in law generally stands upon principles that are founded in justice and convenience [See Broom’s Legal Maxims, Tenth Edition, P. 82]. Even in the absence of Chapter VIII-A in the Gauhati High Court Rules there would have been nothing wrong in the High Court or the Chief Justice authorising any of its officers to receive the Election Petition presented to it so as to enable exercise of the jurisdiction conferred on the High Court by Chapter II of the Act. The Gauhati High Court thought it proper to incorporate Chapter VIII-A in its Rules in view of the amendment made in Chapter II of the Act.
38. Relying on this passage, the learned senior counsel for the applicant contended that even if Clause 12 of letters patent will apply to Section 9 application, the practice of this court is not insisting on filing an application for obtaining leave under Clause 12 and, therefore, the injunction applications were rightly instituted.
39. I am unable to accept this contention for the reasons that the above decision was rendered in the context of Representation of the People Act, 1951 and the question that arose for consideration before the Supreme Court is whether presentation of an Election Petition to the Stamp Reporter of the High Court of Gauhati is a valid presentation or not. While holding that the presentation is a valid one, the Supreme Court held that rules, directions and practice already pre-existing and prevalent would apply to Election Petitions also.
40. In our High Court, the pre-existing rule itself is Clause 12 of letters patent and, therefore, it cannot be said that in spite of such a clause, if the office does not insist on filing a petition to obtain prior leave under Clause 12, the practice of the court is to turn a blind eye to Clause 12. Once it is made known that a clause will apply, then the same is to be complied with rather than to contend that as the same has not been followed earlier, it can be openly violated. No other rules or directions of this court were brought to my knowledge to submit that Clause 12 of letters patent is not applicable to applications filed under Section 9 of the Act, 1996.
41. In Tata International Ltd. v. Trisuns Chemical Industries Ltd. (supra) the Bombay High Court held that once power has been conferred on the High Court to entertain the application either under Part I or under Part II of Arbitration Act, 1996, Clause 12 would be attracted and as such would include the power to grant leave to a party who seeks to invoke it.
42. The above decision has been rendered by the Bombay High Court in a petition filed under Section 47 of the Act, 1996 for the enforcement of the award, as a deemed decree under Section 49 of the Act, 1996. This decision is useful to decide the question that arose for consideration in the present case as the same was rendered in the context of the new Act, 1996.
43. I am in entire agreement with the above decision of the Bombay High Court and I am of the opinion that once it is decided that this court has been conferred with the power to entertain an application under Section 9 of the Act, 1996, then Clause 12 of letters patent would get attracted. In the event that the cause of action arose only partly within the jurisdiction of this court, then it is imperative that prior leave is to be obtained before filing the application under Section 9 of the Act, 1996.
44. In Food Corporation of India v. Evdomen Corporation (supra) the Hon’ble Supreme Court held as follows:
8. However, under Section 120 of the Civil Procedure Code, Sections 16, 17 and 20 of the Civil Procedure Code do not apply to a High Court in the exercise of its original civil jurisdiction. Jurisdiction of the Bombay High Court to entertain a suit under its ordinary original civil jurisdiction is determined by Clause 12 of the letters patent of the Bombay High Court. Under Clause 12 of the letters patent a place where the defendant or each of the defendants where there are more than one, at the commencement of the suit, carry on business would be a place where the court would have jurisdiction. Therefore, under Clause 12 of the letters patent of the Bombay High Court, the Bombay High Court would have jurisdiction over the subject matter of the dispute in the present case because the appellant does carry on business in Bombay.
45. This decision was rendered by the Supreme Court while a challenge was made to the filing of the award before the Bombay High Court to take the award on file or to issue any process in connection with it.
46. From the above discussion, the inescapable conclusion that was arrived at is that Clause 12 of the letters patent will definitely apply to an application filed under Section 9 of the Act, 1996. In fact, under Section 2(1)(e) of the Act, 1996 the court means the principal civil court of original jurisdiction in a district (High Court in Chennai) to decide the questions forming the subject matter of arbitration if the same had been the subject matter of a suit. It means that the jurisdiction is to be decided on the presumption that the subject matter of arbitration is a subject matter of a suit. If there is no arbitration clause in the present case, then the suit is only a remedy and in such circumstances the suit cannot be laid before this court without obtaining prior leave under Clause 12 of the letters patent.
47. Having reached the above conclusion, now let me consider whether this court has got jurisdiction to entertain the above Section 9 applications and whether the cause of action for filing the applications arose partly within the jurisdiction of this court.
48. The undisputed facts in the above applications are that a Share Purchase Agreement was entered into between the applicant and the respondents in Bangalore to sell the controlling stake of respondents 1 to 3 in the 4th respondent company pursuant to an information memorandum issued in September 2005. Further, it is very clear that the intention of the parties is to dispose of the immovable properties of the 4th respondent by way of the sale of the shareholding of respondents 1 to 3 who held 93.47% of the 4th respondent company. The 4th respondent company has got its registered office at No. 36, Rajaji Salai, Chennai-1. Thus, it is very clear that the 4th respondent company is registered within the jurisdiction of this court and the part of the cause of action arose within the jurisdiction of this court.
49. If that being so, it cannot be said that this court has got no jurisdiction to entertain the above applications. At the same time, as respondents 1 to 3 are residing outside the jurisdiction of this court and only a part of the cause of action has arisen within the jurisdiction of this court, these applications could be filed before this court only after obtaining prior leave under Clause 12 of the letters patent. It is an admitted fact that no leave was obtained prior to filing of the above applications. Therefore, these applications are liable to be dismissed for want of obtaining leave under Clause 12 of the letters patent. As I have taken a decision that these applications are to be dismissed on the ground for want of prior leave under Clause 12 of the letters patent, I have not dealt with the submissions made by the learned senior counsel appearing for the parties on merits and also the other decisions touching the merits of the case referred thereof.
50. In the result, OA Nos. 452 to 454 of 2006 are dismissed. Consequently, the other applications are allowed. No costs.