[Cites 19, Cited by 0]
Bombay High Court
Mumbai International Airport Limited vs Icici Bank Limited on 20 February, 2026
2026:BHC-OS:4739
901-IA-6465-2025-COMS-110-2025.doc
rrpillai IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
IN ITS COMMERCIAL DIVISION
INTERIM APPLICATION NO.6465 OF 2025
IN
COMMERCIAL SUIT NO. 110 OF 2025
Mumbai International Airport Limited
Office of the Airport Director
Terminal - 1B, CSI Airport
Mumbai, Maharashtra
... Applicant
India 400 099 Defendant No.3
In the matter between
1. ICICI Bank Limited
A banking company incorporated under
Companies Act, 1956, having its
registered Office at ICICI Bank Tower,
Near Chakli Circle, Old Padra Road,
Vadodara-390 007, Gujarat, India acting
through its Bahrain Branch located at
Suite No. 15,Municipality No. 116, PO Box
No. 1494, Building No. 114, Government
Avenue, Manama-316, Bahrain, in its
capacity as Facility Agent ... Plaintiff
Versus
1. GVK Airport Developers Limited
Having its registered office at Paigah
House, 156-159, S.P. Road,
Secunderabad, Telangana, India-500 003
Digitally signed
by
RAJESHWARI
RAJESHWARI RAMESH
RAMESH PILLAI 1/41
PILLAI Date:
2026.02.20
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and also having its office at Adani
Corporate House, Shantigram Near
Vaishno Devi Circle, S. G. Highway,
.... Respondent No. 1
Khodiyar, Ahmedabad, Gujarat,
Ori. Defendant No. 1
India-382 421
2. GVK Airport Holdings Limited
(Previously known as GVK Airport
Holdings Private Limited) having its
registered office at Paigah House, 156-
159, S.P. Road, Secunderabad,
Telangana, India-500 003 and also having
its office at Adani Corporate House,
Shantigram Near Vaishno Devi Circle, S.
Respondent No. 2/
G. Highway, Khodiyar, Ahmedabad, Org. Defendant No. 2
Gujarat, India-382 421
3. Mumbai International Airport Limited
Office of the Airport Director
Terminal -1B, CSI Airport,
Respondent No. 3/
Mumbai, Maharashtra, India-400 099
Org. Defendant No. 3
4. Adani Airport Holdings Limited
Adani Corporate House,
Shantigram, Near Vaishno Devi Circle,
S. G. Highway, Khodiyar, Ahmedabad
Respondent No. 4/
Gujarat, India 382 421 Org. Defendant No. 4
2/41
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Mr. Darius Khambata, Senior Advocate a/w. Mr. Ashish
Kamat, Senior Advocate a/w. Mr. Rohan Dakshini, Ms.
Shweta Jaydev, Ms. Pooja Vasandani, Ms. Feroz Bharucha
and Ms. Nupur Toshniwal i/b. M/s. Rashmikant and Partners
for Applicant/Defendant no. 3.
Mr.Venkatesh Dhond, Senior Advocate a/w. Mr. Samarth
Jaidev i/b. Mr. Sagar Divekar, Mr. Abhimanyu Mhapankar for
the Plaintiff.
Mr. N. Venkatraman, Assistant Solicitor General a/w. Mr.
Pravin Samdani, Senior Advocate a/w. Mr. Vijay Purohit, Mr.
Faizan Mithaiwala, Mr. Vinit Kamdar i/b. P & A Law for Airport
Authority of India.
Mr. Vikram Nankani, Senior Advocate a/w. Mr. Rahul
Kamerkar and Ms. Aparajita R. Jha for Defendant Nos. 1
and 2.
Mr. Mayur Khandeparkar a/w. Mr. Sumit Nankani, Mr. Rahul
Kamerkar and Ms. Aparajita R. Jha for Defendant No. 4.
CORAM : GAURI GODSE, J.
RESERVED ON: 6th NOVEMBER 2025
PRONOUNCED ON: 20th FEBRUARY 2026
JUDGMENT:
Basic Facts:
1. This application is filed by defendant no. 3 for rejection
of the plaint under clause (a) and (d) of Rule 11 of Order VII
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of the Code of Civil Procedure, 1908 ("CPC"). The suit seeks
a permanent injunction restraining the defendants from
taking any action that is detrimental to the obligations
undertaken under the Interim Solution Undertaking ("ISU")
dated 23rd March 2017, read with the Share Pledge
Agreement dated 24th March 2017 ("SPA"). The plaintiff also
prays for directing the defendants to provide additional
security to restore the effective economic interest of the
lenders in defendant no. 3. In the alternative the plaintiff has
prayed for directing defendants to jointly and severally pay
damages for the loss suffered by the lenders due to loss of
security and default under the facility agreements and the
ISU and in particular pursuant to the breach of Clause 4.1(e)
of the ISU read with Clause 5.1(1) and 5.2(e) of the SPA.
2. As per the plaint, the suit is filed by the plaintiff in the
capacity as a facility agent pursuant to a consortium of
lenders comprising the ICICI Bank Limited, Bank of Baroda,
Bank of India, Canara Bank and Indian Overseas Bank for
providing a loan facility of USD 1 Billion to GVK Coal
Developers (Singapore) Pte. Ltd.(GVKCDL) by entering into
the facility agreement dated 17th September 2011 as
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amended from time to time and increased to USD 250
Million. In view of payment defaults to the lenders,
negotiations were held between GVKCDL and other GVK
group companies. Thus, the lenders entered into the ISU
with GVK Airport Developers Limited (defendant no. 1), GVK
Airport Holdings Limited (defendant no. 2), GVKCDL, GVK
Power & Infrastructure Limited, and Bangalore Airport and
Infrastructure Developers Private Limited. In the said ISU,
defendant nos. 1 and 2 are defined as obligors.
3. The plaintiff pleaded that under the ISU, defendants
nos. 1 and 2 were under an obligation to create a first-
ranking exclusive pledge over 32% issued and fully paid up
equity share capital of defendant no. 2, which shall be
equivalent to 16.16% of the Equity Capital of defendant no. 3
under the SPA for the benefit of the lenders. The plaintiff has
pleaded about the defendants' shareholding structure.
According to the plaintiff, Adani Airport Holdings Limited
(defendant no. 4) holds 97.97% shares in defendant no.1.
Defendant no. 1 holds 100% holdings of defendant no. 2.
Defendant no. 2 holds 50.50% holding in defendant no. 3.
The additional 23.50% of defendant no. 3's holdings are
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directly held by defendant no. 4.
4. The suit is filed pursuant to the rights issue subscribed
by defendant no. 3, due to which the economic interest of the
plaintiff as lender stands reduced. Hence, the plaintiff has
filed this suit along with an application seeking interim relief
in the form of an order of temporary injunction restraining the
defendants from taking any action that is detrimental to the
pledge created in favour of the lenders and to the obligations
undertaken under the ISU and the SPA.
5. Considering the urgent interim relief prayed by the
plaintiff, the suit is filed without following the mandatory
provisions under Section 12A of the Commercial Court Act,
2015 "("the said Act"). Defendant no. 3, by this application,
prays for rejection of the plaint at the threshold under clauses
(a) and (d) of Rule 11 of Order VII of the CPC. According to
defendant no. 3, there is no cause of action against
defendant no. 3, as defendant no. 3 is not a party to any of
the agreements that are the subject matter of the suit, and
the bar under Section 12A applies as no urgent interim relief
is contemplated.
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Submissions on behalf of the Applicant (Defendant no. 3) :
6. The submissions made on behalf of defendant no. 3 for
rejection of the plaint are summarised as under :
(a) Defendant no.1 has created an exclusive pledge over an
additional 16% of the equity capital of defendant no.2 on a
diluted basis. However, no obligation is imposed on the
defendant. 3, as none of the agreements is signed by
defendant no.3. The suit seeks to enforce the alleged
obligation arising under the ISU and the SPA executed
between the consortium of lenders and defendant nos. 1
and 2.
(b) In June 2025, defendant no. 3 resolved to undertake a
rights issue subsequent to board resolutions to repay its
debts. The rights issue opened on 21 st June 2025 and
concluded on 3rd July 2025. The plaintiff filed the present suit
on 4th July 2025, seeking to restrain defendant no. 3 from
proceeding with the rights issue. On 12 th August 2025, the
plaintiff deleted and abandoned the prayers regarding the
rights issue and introduced new reliefs seeking enforcement
of the contractual obligations under both agreements. In view
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of the fresh reliefs, the plaintiff seeks prayers against
defendant no. 3 to provide additional security, pay damages
and restore the effective economic interest of the plaintiff in
defendant no. 3, though defendant no. 3 is not a party to both
agreements. Thus, it is evident that the whole charge of the
plaintiff is only against defendant nos. 1, 2 and 4.
(c) The entire plaint demonstrates that there is no
independent breach of contract by defendant no. 3. All the
allegations are against defendant nos. 1, 2 and 4. Thus,
there is no cause of action against defendant no. 3. The
amended plaint would relate back to the date of filing of the
suit, and thus, in view of the amended plaint, no urgent
interim relief is contemplated. On the theory of relation back,
the learned senior counsel for defendant no. 3 relied upon
the decision of the Apex Court in the case of Priti Pal Singh
vs. Amrik Singh1.
(d) For rejection of the plaint as a whole, only against
defendant no. 3 under Order VII Rule 11 (a) on the ground
that there is no cause of action against defendant no. 3,
learned senior counsel for defendant no. 3 relied upon the
1 (2013) 9 SCC 576
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legal principles settled by the Hon'ble Apex Court in Church
of Christ Charitable Trust v. Ponniamman Educational Trust 2,
the learned Division Bench of this court in Sheela Ram
Vidhani v. S. K. Trading Company and Others 3 and the
learned Single Judge of this Court in Chetana Shankar
Manapure v. Bandu4. He submitted that it is a well-settled
legal principle that a plaint can be rejected in its entirety qua
a particular defendant where the pleadings disclose no cause
of action against such defendant.
(e) Such rejection is distinct from a "partial rejection" of the
plaint by dissecting its pleadings, which is not permissible as
held by the Apex Court in D. Ramachandran v. R. V.
Janakiraman & Ors.5 and Roop Lal Sathi v. Nachhattar Singh
Gill 6.
(f) The learned Single Judge of this Court in Kaycee
Corporation vs. Suresh Ramchand Mehta7, held that a plaint
cannot be rejected against one of the defendants. However,
this decision is not a good law as it fails to follow the binding
2 (2012) 8 SCC 706
3 2021 SCC OnLine Bom 864
4 (2020) 4 Mah LJ 481
5 (1999) 3 SCC 267
6 (1982) 3 SCC 487
7 2025 SCC OnLine Bom 1431
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judgment of the learned Division Bench of this Court in
Sheela Ram Vidhani. The Division Bench considered the
conflict between the judgments of the two coequal benches
of the Apex Court in Sejal Glass Ltd. vs. Navilan Merchants
Private Limited8 and Church of Christ. The Division Bench
then categorically laid down the law by holding that the
earlier decision of the Apex Court in Church of Christ must
be followed, which held that the plaint as a whole can be
rejected against some of the defendants.
(g) The reliefs in the plaint based on the contractual
obligations of defendant nos. 1 and 2, with no contractual
nexus with defendant no. 3 deserves rejection of the plaint as
a whole qua defendant no. 3. The doctrine of privity of
contract precludes a third party from being made liable under
the contract to which it is not a party. Hence, the plaint is also
liable to be rejected as barred by implied bar. To support his
submissions, learned senior counsel for defendant no. 3
relied upon the decisions of the Apex Court in the case of M.
C. Chacko vs. State Bank of Travancore 9 and Cox & Kings
Ltd. v. SAP India Pvt. Ltd. 10 To support his submissions that
8 (2018) 11 SCC 780
9 (1969 ) 2 SCC 343
10 (2024) 4 SCC 1
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the plaint can be rejected as there is an implied bar to file a
suit against the non-contracting party, learned senior counsel
for defendant no. 3 relied upon the legal principles settled by
the Apex Court in the case of The Correspondence,
R.B.A.N.M.S Educational Institution v. B. Gunashekar and
Another11.
(h) The allegations in the plaint regarding a group control or
common management or that defendants are a single
economic unit would not overcome the bar of privity, and
thus the plaint would be barred on the ground of no privity of
contract with defendant no.3.
(i) To support his submissions for rejection of the plaint for
non-compliance with Section 12A, learned senior counsel for
defendant no. 3 relied upon the legal principles settled in the
decision of Patil Automation Private Limited and others vs.
Rakheja Engineers Private Limited 12 and Dhanbad Fuels Pvt.
Ltd. vs. Union of India and Another 13 . He submitted that the
Apex Court in the case of Yamini Manohar v. T. K. D.
Keerthi14 concluded that if the invocation of urgency is
11 2025 INSC 490
12 (2022) 10 SCC 1
13 (2025) SCC OnLine SC 1129
14 (2024) 5 SCC 815
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illusory, the plaint would be liable to be rejected at the
threshold.
(j) Leaned senior counsel for defendant no. 3 therefore
submits that the plaint is liable to be rejected as barred for
non-compliance with the mandatory provisions of Section
12A, the implied bar for maintaining the suit against a non-
contracting party and also under clause (a) of Rule 11 of
Order VII, as there is no cause of action against defendant
no. 3.
Submissions on behalf of defendant nos. 1 and 2 :
7. The submissions made on behalf of defendant nos. 1
and 2 for rejection of the plaint are summarised as under:
(a) The prayer for amendment to the plaint was allowed,
with the objection under Section 12A left open. Learned
senior counsel for defendant nos. 1 and 2 supported the
submissions made on behalf of defendant no. 3 on the
rejection of the plaint for non-compliance under Section
12A, including the submissions on the theory of relation
back due to the amendment. He also relied upon the
decision of the Hon'ble Apex Court in the case of Novenco
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Building and Industry A/S. vs. Xero Energy Engineering
Solutions Pvt. Ltd. and Another 15 and Asian Hotels (North)
Ltd. vs. Alok Kumar Lodha and Others16.
Submissions on behalf of Defendant no. 4 :
8. The submissions made on behalf of defendant no. 4 for
rejection of the plaint are summarised as under :
(a) Learned counsel for defendant no. 4 also supported
the submissions made on behalf of defendant nos. 1 to 3.
He submits that even if the plaintiff claims that non-
compliance with Section 12A is required to be considered
from the standpoint of the plaintiff, in view of the
amendment, the plaintiff's prayer is a make-belief relief
that there is urgent interim relief. The prayer for damages
cannot warrant any interim relief in as much as, in the
present case, the plaintiff has crystallised a claim for
damages; therefore, there is no reason for any interim
relief in aid of the prayers for damages. According to the
plaintiff, the claim is already pending in the court at
Secunderabad. Hence, no case is made out for the waiver
of Section 12A. Learned counsel for defendant no. 4 relies
15 2025 SCC Online SC 2378
16 (2022) 8 SCC 145
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upon paragraph 20 of the judgment of this court in the
case of Kamla Landmarc Real Estate Holding Pvt. Ltd. and
Others and Image Developer and Another17.
Submissions on behalf of the respondent (plaintiff) :
9. The submissions made on behalf of the plaintiff are
summarised as under :
(a) The plaintiff is suing on a tort obligation and not
only the formation of the contract. Defendant no.3 is the
hub centre of defendants nos. 1, 2 and 4. Hence, it is a
necessary party. Learned senior counsel for the plaintiff
relied upon the decision of this court in the case of
Naraindas Muthuradas Narielwala (Firm) vs. Mukesh &
Co.18, and the decision of the Apex Court in the case of
Mumbai International Airport Pvt. Ltd vs. Regency
Convention Centre and Hotels Pvt. Ltd. and Others 19
and Kasturi vs. Iyyamperumal and Others20.
(b) Under the Co-operation Agreement, the lawful debt
conversion was in ISU terms. Thus, defendant no. 4
had knowledge of the ISU and the obligations therein.
17 2025 SCC Online Bom 3284
18 1988 Mh. L. J. 1133
19 (2010) 7 SCC 417
20 (2005) 6 SCC 733
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In July 2021, defendant no. 4 acquired 97.97% of the
equity capital of defendant no. 1, which, in turn, holds
100% of the capital of defendant no. 2, resulting in a
50.50% share in defendant no. 3. In view of the
ongoing defaults, the lenders also filed a claim in a
London court. Plaintiff had objected to the earlier rights
issue.
(c) Despite various requisitions seeking documents
pursuant to the rights issue, the documents were not
fully provided, which would constitute a violation of the
ISU clauses. Defendant no. 2 was under an obligation
to ensure that the equity share capital of the lenders in
defendant no. 3 was maintained at 16.16% and would
not dilute the lenders' security, including the pledge and
the economic interest held by the lenders in defendants
nos. 1 to 3. Defendant no.2's non-subscription to the
rights issue drastically reduced the shareholding of
defendant no. 2 in defendant no. 3 from 50.50% to
13.65%, which has resulted in the effective economic
interest of all lenders in defendant no. 3 being reduced
from approximately 16.6% to merely 4.37%.
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(d) Hence, the plaintiff on 1st July 2025 informed
defendant nos. 1, 2 and 4, addressing the letter also to
defendant no. 3 that there is a violation of the lender's
rights under the ISU and SPA. On 2nd July 2025,
defendant no. 2 informed the plaintiff, stating that
defendant no. 2's board has decided that it is unable to
subscribe for the shares. Defendant no.3 had come up
with the rights issue, given that the funds are required
for undertaking critical infrastructure work at the airport,
which is part of a major development plan, and the
amount of INR 3240 crores was sought to be raised
under the rights issue, out of which INR 2783.44 crores
was to repay defendant no. 4's unsecured existing
debt. Thus, only the remaining INR 456.56 crores
raised were to be used for the purposes of the major
development plan. In such circumstances, a meeting of
the consortium lenders was held on 3 rd July 2025,
wherein a representative of the Adani Group updated
the lenders on the status of the rights issue in
defendant no.3. It was informed that the proceeds from
the rights issue have been received by defendant no. 3,
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and the allotment-related formalities would be
completed within 30 days. The representative of the
Adani Group reiterated that if lenders are agreeable to
provide INR 1636 crores to defendant no. 2 by 2 nd
August 2025, they would undertake to purchase the
shares of defendant no. 3 from defendant no. 4. The
time under the rights issue was to expire on 5 th July
2025. Hence, the plaintiff was constrained to file the
suit on 4th July 2025. The plaintiff took immediate steps
for seeking urgent interim relief and on 9 th July 2025 in
view of the statement made on behalf of defendant nos.
2, 3 and 4, the plaintiff carried out amendment to the
prayers to direct defendant no. 4 to not create any
rights/encumbrances over the equity shares issued by
defendant no.3. On 12th August 2025 the plaintiff
applied for amendment as the rights issue was
concluded and the shares were already pledged.
(e) Defendant no. 3 proposed the rights issue at face
value, to ensure that defendant no. 4's shareholding
increases, while defendant no. 2's decreases, thereby
prejudicing the lenders. Defendant no. 4, which has
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subscribed to the rights issue, while its step-down
holding company, i.e., defendant no. 2, conveniently
claims not to have funds to subscribe to the rights
issue. However, defendant no. 2 has undertaken to buy
shares from defendant no. 4. Therefore, but for these
entities acting as a single economic entity, it would not
be possible for the entire exercise to have been
concluded in the manner it has been done.
(f) To support the submissions on the point that the
pleadings clearly contemplated urgent interim relief,
learned senior counsel for the plaintiff relied upon
various pleadings in the plaint in paragraphs 8, 14, 16,
17 coupled with supporting documents annexed at
Exhibit A, B, E, F and G. He thus submits that the plaint
clearly contemplates urgent interim relief seeking
waiver of the mandatory compliance under Section
12A.
(g) The plaint clearly discloses a cause of action
against defendant no. 3. Inducing or precluding a
breach of contract is a tort recognised by law, and thus
a party who precludes or breaches incurs tortious
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liability and is liable for subsidiary and injunctive relief
for such inducement. Hence, a clear cause of action is
disclosed against defendant no.3. Specific and material
reliefs have been sought in the plaint against defendant
no. 3, and thus defendant no. 3 is not merely a formal
party, but a necessary party for the complete and
effective adjudication of the dispute. The relief claimed
is not confined to breach of contract but also
encompasses the tort of inducement and the
procurement of breach of contractual obligations.
Hence, merely because defendant no. 3 is not a party
to the ISU or the SPA; it cannot be said that there is no
cause of action against defendant no.3.
(h) The rejection of the plaint on the ground of no
cause of action would amount to partial rejection of the
plaint, which is not permissible. The amendments were
necessary due to events that occurred after the suit
was filed. It is a well-settled legal principle that the
applicability of the pre-institution mediation requirement
under 12A must be determined with reference to the
circumstances prevailing, and the nature of relief
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sought, at the time of institution of the suit. The present
suit, as originally instituted, unequivocally sought urgent
interim relief to avert imminent and irreparable harm,
and therefore squarely falls within the statutory
exception to mandatory pre-institution mediation.
(i) The test for determining whether urgent interim relief
is warranted under Section 12A must be applied from
the standpoint of the plaintiff, as disclosed in the plaint,
and not based on the subjective assessment or
subsequent characterisation by the defendants. At the
stage of institution, the court is not required to conduct
a detailed inquiry into the merits of the plaintiff's claim
or the veracity of its apprehensions; rather, it must
assess whether, on the basis of the facts pleaded, the
plaintiff has made out a credible case of imminent or
irreparable harm warranting urgent interim relief.
(j) At the time of filing the suit on 4 th July 2025, the
plaintiff faced an imminent and irreversible threat to its
security interest. The rights issue initiated by defendant
no. 3 was scheduled to conclude on 5 th July 2025,
leaving the plaintiff with virtually no time to seek
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protection. Defendant no. 2's last-minute
communication dated 30th June 2025, conveying its
refusal to subscribe to the rights issue, further
exacerbated the urgency and underscored the
imminent risk of dilution of the plaintiff's security. Thus,
the urgency pleaded by the plaintiff is neither artificial
nor a product of "clever drafting." Despite the
amendments, the cause of action continues to subsist
against all the defendants, including defendant no.3.
The proceeding pending in the court at Secunderabad
relates to a different cause of action and thus cannot be
a ground to construe that the cause of action does not
prevail against defendant no. 3 in the present suit.
(k) The doctrine of relation back in the context of
amendments to a plaint, is neither an absolute rule of
law nor one of universal application. When an
amendment is necessary due to subsequent events, it
cannot relate back to the date of filing the suit. Since
the issue was left open, this court can examine the
doctrine of relation back. Even otherwise, the urgency
continues even after the amendment, and thus it would
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not affect the plaintiff's contention for waiver from
compliance with the mandatory provision of Section
12A on the ground that the suit contemplates urgent
interim relief. Inclusion of a claim for damages in the
amended suit does not in any manner diminish the
urgency as contemplated under the standpoint of the
plaintiff. The cause of action and the urgent need to
protect the plaintiff's existing security and restoration of
the economic interest are in aid of the primary relief
claimed by the plaintiff. Hence, the plaint cannot be
rejected at the threshold, as the substantial pleadings,
supported by the documents, would warrant a trial in
the present case.
Points For Consideration:
9. Whether the plaint in the present suit can be rejected at
the threshold on the grounds that (i) the suit is barred by law
for non-compliance with Section 12A of the said Act, (ii)
there is an implied bar on the ground that there is no privity
of contract with defendant no. 3 and (ii) there is no cause of
action against defendant no. 3.
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Analysis and Conclusions:
10. While deciding the application under Order VII Rule 11
of the CPC, it is first necessary to refer to the legal principles
for applying the provisions of Order VII Rule 11 of the CPC
for rejection of the plaint at the threshold. It is necessary to
note that the legislature has found it fit to amend some of the
provisions of CPC for its application to the commercial
division and commercial courts. In the amendments made
applicable to the commercial division and commercial courts,
the provisions of Order VII Rule 11 of the CPC are not
amended; thus, the well-settled legal principles for rejection
of the plaint under Order VII Rule 11 of the CPC would also
apply to the suits filed in the commercial courts and
commercial division. The legal principles governing the
rejection of a plaint under Order VII Rule 11 of the CPC are
no longer res integra. The Hon'ble Apex Court in Dahiben v.
Arvindbhai Kalyanji Bhanusali21, held that the power
conferred on the court to terminate a civil action is a drastic
one and thus the conditions enumerated under Order VII
Rule 11 of the CPC must be strictly adhered to.
21 (2020) 7 SCC 366
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11. While discussing the legal principles settled in the
decision of Patil Automation, the Hon'ble Apex Court, in the
decision of Yamini Manohar, held that the words
"contemplate urgent interim relief" suggest that the suit must
contemplate, which means the plaint documents and facts
should show and indicate the need for urgent interim relief.
The Hon'ble Apex Court further held that if any urgent interim
relief is contemplated, the commercial courts have to carry
out a limited exercise in the facts and circumstances of the
case to ascertain whether the prayer for interim relief is not
made in a disguise only to wriggle out of the mandatory
compliance under Section 12A of the said Act. It is thus held
that the facts and circumstances have to be considered
holistically from the standpoint of the plaintiff.
12. The legal principles settled by the Hon'ble Apex Court
in the case of Patil Automation and Yamini Manohar are
further explained in the decision of Dhanbad Fuels. The
Hon'ble Apex Court held that the courts must also be wary of
the fact that the urgent interim relief must not be merely an
unfounded excuse by the plaintiff to bypass the mandatory
requirement of Section 12A of the said Act. If the urgent
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interim relief ultimately comes to be denied, the suit of the
plaintiff may be proceeded with without compliance with
Section 12A, if the test for urgent interim relief is satisfied,
notwithstanding the actual outcome on merits. Thus, the
legal principles are now well-established that the test for
"urgent interim relief" is to see whether, on the examination
of the nature of and the subject matter of the suit and the
cause of action, the plaintiff's prayer for urgent interim relief
could be said to be contemplable when the matter is seen
from the standpoint of the plaintiff. Therefore, if the test for
urgent interim relief is satisfied notwithstanding the actual
outcome on merits, the suit can be proceeded with without
compliance with Section 12A.
13. In Novenco Building and Industry, the Apex Court held
that a plaintiff can be exempted from the requirement of
Section 12A only when the plaint and the documents
attached to it clearly show a real need for urgent interim
intervention and on a wholesome reading of the plaint and
the material annexed to the plaint ought to disclose the need
for urgent relief. It is held that the court must look at the
plaint, pleadings and supporting documents to decide
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whether urgent interim relief is genuinely contemplated, and
the court may also look for immediacy of the peril, irreparable
harm, risk of losing rights/assets, statutory timelines,
perishable subject-matter, or where delay would render
eventual relief ineffective.
14. In the decision of this court in M/s. Kamla Landmarc
Real Estate, the relevant observations regarding the material
and statement in the plaint and pre-filing and post-filing
conduct of the plaintiff is concerned, is with reference to the
facts of the said case, and the test applied is for considering
whether the urgent interim relief is contemplated from the
standpoint of the plaintiff in the said case. As held by the
Hon'ble Apex Court in the decisions of Yamini Manohar and
Dhanbad Fuels Private Limited, the facts and circumstances
should be considered holistically from the standpoint of the
plaintiff.
15. In view of the well-established legal principles as
discussed above, it is clear that there cannot be a straitjacket
formula while examining the justification for non-compliance
with Section 12A. Thus, after a meaningful reading of the
plaint as a whole, each suit has to be examined in the facts
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and circumstances of that case for ascertaining whether non-
compliance with Section 12A is justified on the ground that
urgent interim relief is contemplated from the plaintiff's point
of view.
16. In The Correspondence, RBANMS Educational
Institution, the Hon'ble Apex Court was dealing with a prayer
for rejection of the plaint, on the ground that the respondents
were only agreement holders and not owners of the suit
property and that mere execution of an agreement to sell
does not create or confer any right or interest in the property
in favour of the proposed purchasers. The Apex Court relied
upon the legal principles settled in Dahiben and held that
Order VII Rule 11of the CPC serves as a crucial filter in civil
litigation, enabling courts to terminate proceedings at the
threshold where the plaintiff's case, even if accepted in its
entirety, fails to disclose any cause of action or is barred by
law, either express or by implication. It is held that there is a
bounden duty on the Court to discern and identify a fictitious
suit, which on the face of it would be barred, but for the
clever pleadings disclosing a cause of action, that is surreal
and when clever drafting veils the implied bar to disclose the
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cause of action; it then becomes the duty of the Court to lift
the veil and expose the bar to reject the suit at the threshold.
It is further held that merely including a paragraph on cause
of action is not sufficient, but rather, on a meaningful reading
of the plaint and the documents, it must disclose a cause of
action and the plaint should contain such cause of action that
discloses all the necessary facts required in law to sustain
the suit and not mere statements of fact which fail to disclose
a legal right of the plaintiff to sue and breach or violation by
the defendant.
17. In the present case, the suit was initially filed for an
injunction restraining defendant no. 3 from conducting and
proceeding with the rights issue and directing defendant no.
3 to maintain a separate account, if any money is paid by
defendant no. 4 pursuant to the rights issue. The plaintiff had
also prayed for a decree restraining defendant no. 2 from
acting in any manner detrimental to the obligations
undertaken under the ISU and the SPA. The suit was filed on
4th July 2025, along with a separate application seeking
urgent injunctive interim relief on the rights issue. The plaintiff
pleaded that the rights issue seeks to nullify the contractual
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safeguards and defendant no. 3's letter dated 17 th June 2025
constitutes a breach of the ISU and seeks to give a complete
go-by to the lenders' rights and economic interests. The
plaintiff alleged that the act of defendant no. 2 of not
subscribing to the rights issue and not informing the plaintiff
in advance about the defendant no. 3's letter to subscribe to
the rights issue was a fraudulent and collusive act of the
defendants.
18. As the rights issue was concluded after the suit was
filed, the plaintiff applied to amend the plaint. The application
for amendment was allowed by keeping the objections on
merits open, including the objection under Section 12A and
the question of whether the amendment would relate back to
the date of filing of the suit. Hence, it is argued on behalf of
the defendants that the amended plaint must be read as on
the date of the original filing to examine whether the suit
would be barred for non-compliance with the mandatory
provision of Section 12A. It is submitted that in view of the
deletion of the prayers and pleadings regarding the rights
issue, no urgent interim is contemplated, and the amended
suit is now only for seeking prayers to protect the plaintiff's
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economic interest and for additional security and in the
alternative for damages. Hence, according to the
defendants, the amended plaint does not contemplate any
urgent interim relief to seek a waiver from complying with the
mandatory provision of Section 12A. In this context, reliance
is placed on the doctrine of relation back to contend that the
amended plaint would relate back to the date of filing of the
suit.
19. In Mumbai International Airport (P) Ltd. , and Kasturi,
relied upon by the learned senior counsel for the plaintiff, the
Apex Court dealt with the issue of joining a party as a
necessary or a proper party. In Asian Hotels (North) Ltd.,
relied upon by the learned senior counsel for defendant nos.
1 and 2, the Apex Court was dealing with the powers under
Order VI Rule 17 of the CPC and the principle of dominus
litus. The legal principles settled in these decisions are not
relevant to deciding the issue of rejection of the plaint under
Order VII, Rule 11(a) or (d), of the CPC.
20. In Priti Pal Singh, the Apex Court considered whether
the amendment to the plaint would relate back to the date of
institution of the suit or be effective from the date of the
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order. It was held that the order permitting amendment
showed that the application for amendment was allowed
without any rider/condition. Therefore, it was reasonable to
presume that the Court was of the view that the amendment
in the plaint would relate back to the date of filing the suit.
21. In Naraindas Mathuradas Narielwala, this court held
that subsequent events brought on record by an amendment
do not relate back to the date of the suit. It is held that the
basic concern is to do justice, and not to impede the same. In
the facts of the present case, the issue whether the
amendment would relate back to the date of filing of the suit
need not be decided at this stage, as it would not be relevant
for examining whether the suit contemplates urgent interim
relief for not complying with the mandatory provision under
Section 12A. Both the unamended and amended plaints
contemplate urgent interim relief from the plaintiff's
standpoint, as the plaintiff seeks to protect the lenders'
economic interests. Hence, the issue of whether the
amendment would relate back to the date of filing of the suit
or not would be considered at an appropriate stage of the
suit.
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22. In the present case, the pleadings and supporting
documents reveal that the plaintiff faced an imminent and
irreversible threat to its security interest, given the rights
issue initiated by defendant no. 3. According to the plaintiff,
defendant no. 2's last-minute communication, conveying its
refusal to subscribe to the rights issue, further aggravated
the plaintiff's apprehensions regarding dilution of the
plaintiff's security. The pleadings in the plaint, the supporting
documents, the facts and circumstances explained in the
plaint, and the prayers made in the plaint for interim relief,
supported by a separate interim application seeking urgent
interim relief, clearly make out the case, when viewed from
the standpoint of the plaintiff, that the suit contemplates
urgent interim relief. Amending the plaint to bring on record
subsequent events cannot be a ground for holding that, on
the date of filing the suit, no urgent interim relief was
contemplated. Hence, in the present case, non-compliance
with the provisions of Section 12A is justified. Therefore, the
plaint cannot be rejected at the threshold on the ground of
non-compliance with Section 12A of the said Act.
23. When a prayer is made for rejection of the plaint on the
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ground that it does not disclose the cause of action, it is the
duty of the court to read the plaint in a meaningful manner.
There is a difference between non-disclosure of cause of
action, which comes within the scope of Order VII Rule 11
and a defective cause of action, which has to be decided
during the trial. Therefore, it is the bounden duty of the Court
to ascertain the material mentioned in the plaint along with
the other documents and, on a meaningful reading of it, to
arrive at a conclusion whether it discloses a cause of action.
24. In the present case, the suit seeks relief against all the
defendants regarding any action that is detrimental to the
obligations undertaken under the ISU and the SPA, and for
additional security to restore the effective economic interest
of the lenders in defendant no. 3. In the alternative the
plaintiff has prayed for damages for the loss suffered by the
lenders due to loss of security and default under the facility
agreements and the ISU. The plaintiff has pleaded that
defendant no.3 is the hub centre of defendants nos. 1, 2 and
4. According to the plaintiff, the pledge created by defendant
no. 1 in favour of the lender is for 32% of the equity share
capital of defendant no. 2, which is equivalent to a 16.16%
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effective economic interest in the share capital of defendant
no. 3. It is further pleaded that defendant no. 4 acquired
97.97% of the equity capital of defendant no. 1, which, in
turn, holds 100% of the capital of defendant no. 2, resulting
in a 50.50% share in defendant no. 3. Hence, defendant no.
2 was under an obligation to ensure that the equity share
capital of the lenders in defendant no. 3 was maintained at
16.16%. The plaintiff has alleged that despite various
requisitions seeking documents pursuant to the rights issue,
the documents were not completely provided by the
defendant. 3, which would amount to a violation of the
clauses under the ISU. The plaintiff has pleaded that the
manner in which the defendants completed the rights issue
was deliberately undertaken to reduce the shareholding of
defendant no. 2 in defendant no. 3 from 50.50% to 13.65%,
which has resulted in the effective economic interest of all
lenders in defendant no. 3 being reduced from approximately
16.6% to merely 4.37%.
25. The plaintiff has pleaded that a meeting of the
consortium lenders was held on 3 rd July 2025, wherein a
representative of the Adani Group updated the lenders on
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the status of the rights issue in defendant no.3. It was
informed that the proceeds from the rights issue have been
received by defendant no. 3, and the allotment-related
formalities would be completed within 30 days. The
representative of the Adani Group reiterated that if lenders
are agreeable to provide INR 1636 crores to defendant no. 2
by 2nd August 2025, they would undertake to purchase the
shares of defendant no. 3 from defendant no. 4. Hence, the
plaintiff was constrained to file the suit to protect the
economic interest of the lenders. The plaintiff further pleaded
that defendant no. 3 proposed the rights issue at face value,
to ensure that defendant no. 4's shareholding increases
while defendant no. 2's decreases, thereby prejudicing the
lenders. It is thus alleged that but for the defendants acting
as a single economic entity, it would not have been possible
for the entire exercise to have been concluded in the manner
it has been done. It is thus submitted on behalf of the plaintiff
that inducing or precluding a breach of contract is a tort
recognised by law, and thus a party who precludes or
breaches incurs tortious liability and is liable for subsidiary
and injunctive relief for such inducement. Thus, the reading
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of the plaint as a whole reveals that a clear cause of action is
disclosed against defendant no.3, and specific and material
reliefs have been sought in the plaint against defendant
no. 3.
26. In M.C. Chacko, the Apex Court held that a person not
a party to a contract cannot, subject to certain well-
recognised exceptions, enforce the terms of the contract.
This view is affirmed in Cox & Kings Ltd. It is held that the
doctrine of privity means that a contract cannot confer rights
or impose liabilities on any person except the parties to the
contract and this doctrine has two aspects: first, only the
parties to the contract are entitled under it or bound by it; and
second, the parties to the contract cannot impose a liability
on a third party. These decisions are relied upon by the
learned senior counsel for defendant no. 3 to support his
submissions that there is an implied bar as there is no privity
of contract with defendant no. 3. However, in the facts of the
present case, these legal principles would not apply for
rejecting the plaint at the threshold on the ground of implied
bar. In view of the allegations against all the defendants, the
reliefs to protect the economic interests of the lenders, and
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the prayer for damages, the issue of privity of contract and
an implied bar, if any, in the present case will have to be
dealt with in a full-fledged trial.
27. The reliefs claimed in the present suit are not confined
to breach of contract but also encompass the tort of
inducement and the procurement of breach of contractual
obligations. The plaintiff has also claimed damages against
all the defendants, including defendant no. 3 and pleaded a
specific and clear cause of action against defendant no. 3.
Thus, learned senior counsel for the plaintiff is right in
submitting that merely because defendant no. 3 is not a party
to the ISU or the SPA; it cannot be said that there is no
cause of action against defendant no.3 or that there is an
implied bar to reject the plaint at the threshold.
28. There is a distinction between a lack of cause of action
and a defective cause of action. While dealing with the
objection raised by defendant no. 3 that the plaint deserves
to be rejected at the threshold on the ground that there is no
cause of action against defendant no.3, this court is not
required to examine the merits of the cause of action.
According to the plaintiff, there is a right to sue defendant no.
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3 because there is an invasion of its rights and a threat to the
lenders' economic interests. Thus, in view of the facts and
circumstances pleaded in the present case, keeping in view
the relief sought, the cause of action is also disclosed against
defendant no. 3 to seek the reliefs as claimed to secure the
economic interest of the lenders.
29. Learned senior counsel for defendant no. 3 relied upon
the decision in Church of Christ and the learned Division
Bench of this court in Sheela Ram Vidhani to support his
contention that rejection of a plaint in its entirety qua a
particular defendant is permissible when the pleadings
disclose no cause of action against such defendant. He
distinguished the concept of a "partial rejection" of the plaint
by dissecting its pleadings, which is not permissible as held
by the Apex Court in D. Ramachandran and Roop Lal Sathi
and the concept of rejection of the plaint as a whole only
against a particular defendant. He also relied upon the
learned Single Judge's decision of this Court in Chetana
Shankar Manapure, holding that the rejection of the plaint as
a whole against one of the parties is permissible and is to be
differentiated from a plaint being split or only a part of it being
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rejected, which is considered impermissible in law.
30. Learned senior counsel for defendant no. 3 pointed out
the decision of the learned Single Judge of this Court in
Kaycee Corporation, holding that a plaint cannot be rejected
against one of the defendants entirely. He, however,
submitted that this decision is not a good law as it fails to
follow the binding judgment of the learned Division Bench of
this Court in Sheela Ram Vidhani. The Division Bench
considered the Apex Court's judgments in Sejal Glass Ltd.
and Church of Christ and the finding of the learned Single
Judge in Chetana Shankar Manapure, and held that the law
in the earlier decision of the Apex Court in Church of Christ
must be followed, which held that the plaint as a whole can
be rejected against some of the defendants.
31. However, in Kaycee Corpn , the learned Single Judge
of this Court held that in the case of Sheela Ram Vidhani ,
the attention of the Division Bench of this Court does not
seem to have been drawn to a Three-Judge Bench judgment
of the Hon'ble Apex Court in D. Ramchandran , which
preceded the decision in the case of Church of Christ . In D.
Ramchandran, the Three-Judge Bench referred to Roop Lal
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Sathi and held that there cannot be a partial rejection of the
plaint. In Roop Lal Sathi , a Two-Judge Bench of the Hon'ble
Apex Court held that where the plaint discloses no cause of
action, it is obligatory upon the Court to reject the plaint as a
whole under Order VII Rule 11(a) of the CPC, but the rule
does not justify the rejection of any particular portion of a
plaint. The decision in Church of Christ refers to Roop Lal
Sathi but does not refer to D. Ramchandran .
32. Two-Judge Bench of the Apex Court in Sejal Glass Ltd.
held that the relief of rejection of the plaint in exercise of
powers under Order VII Rule 11( d) of the CPC cannot be
pursued only in respect of one of the defendants. It is held by
the Apex Court that the plaint has to be rejected as a whole
or not at all, in exercise of power under Order VII Rule 11( d)
of the CPC. Neither of these decisions refers to D.
Ramchandran and Roop Lal Sathi.
33. All these aforesaid judgments were referred to in
support of the contention that the plaint in the present suit
deserves to be rejected as a whole against defendant no. 3
on the ground that it does not disclose any cause of action.
However, I have recorded my reasons to hold that the plaint
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does disclose a cause of action against defendant no. 3.
Hence, in the present case, it is not necessary to decide the
controversy whether the plaint as a whole can be rejected or
cannot be rejected at the threshold under Order VII Rule 11
of the CPC only against defendant no. 3.
34. Therefore, the plaint can neither be rejected under
clause (d) of Rule 11 of Order VII of the CPC on the ground
that there is non-compliance with the mandatory provision of
Section 12A, nor on the ground of any implied bar, nor can it
be rejected under clause (a) of Rule 11 of Order VII of the
CPC on the ground that no cause of action is disclosed
against defendant no. 3.
35. Hence, the Interim Application No. 6465 of 2025 is
rejected.
[GAURI GODSE, J.]
