[Cites 4, Cited by 0]
Delhi High Court
Asian Hotels North Limited vs Exclusive Capital Limited & Ors on 16 March, 2026
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
Reserved on: 09th March, 2026
Pronounced on: 16th March, 2026
+ FAO(OS) (COMM) 31/2026, CM APPL. 11415/2026, CM APPL.
11416/2026 & CM APPL. 11417/2026
ASIAN HOTELS NORTH LIMITED .....Appellant
Through: Mr. Rajiv Nayyar, Sr. Adv with Mr.
Sidhant Kumar, Ms. Shagun Chopra,
Mr. Pratham Mehrotra, Mr. Madhav
Bhatia, & Ms. Muskan Aggarwal,
Advs.
versus
EXCLUSIVE CAPITAL LIMITED & ORS. .....Respondents
Through: Mr. Siddharth Yadav, Sr. Adv. with
Mr. Manav Goyal, Ms. Ritika Gusain,
Ms. Amrita Sony & Mr. Aditya
Kumar, Advs. for R1.
Ms. Devika Mohan & Mr. Dhruv
Negi, Advs. for R3.
Mr. Kunal Tandon, Sr. Adv. with Mr.
Chetan Roy, Ms. Natasha & Mr.
Prakhar Sah, Advs. for R5.
CORAM:
HON'BLE MR. JUSTICE DINESH MEHTA
HON'BLE MR. JUSTICE VINOD KUMAR
JUDGMENT
REPORTABLE
Per DINESH MEHTA, J.
1. The instant appeal preferred under Order XLIII Rule 1 of the Code of
Civil Procedure, 1908 (hereinafter referred to as „the CPC‟) read with
Section 13 of the Commercial Courts Act, 2015 impugns the order dated
07.01.2026 (hereinafter referred to as the „impugned order‟), whereby the
learned Single Judge while issuing notices has also considered plaintiff's
prayer for ad-interim relief (I.A. No. 31761/2025) and passed an order,
relevant part of which is as under:-
"6. Till the next date, the defendant no.5 shall hold the
title deeds as an interim measure."
2. Bereft of unwarranted details, what is necessary to be taken note of
for the present purpose is that respondent No.1/Exclusive Capital Limited
instituted a suit for declaration and permanent injunction praying that the
Inter-Corporate Loan agreement dated 14.12.2022, (hereinafter referred to
as the „ICL Agreement‟) said to have been executed in the name of plaintiff
(respondent No. 1 herein) and defendant No. 1 (respondent No. 2 herein) be
declared void and illegal and also that the assignment deed dated 01.02.2024
purportedly executed between defendant No.1 and defendant No. 2
(respondent No. 2 and respondent No. 3 herein respectively) be also
declared void.
3. Permanent injunction was also claimed seeking restraint order qua
defendant nos.1, 2 and 4, from claiming any rights under the aforesaid ICL
Agreement dated 14.12.2022 and assignment deed dated 01.02.2024. An
injunction was also prayed that defendant No.5 be restrained from handing
over the security documents in its possession to defendant No. 4 or any other
entity claiming rights under the ICL Agreement.
4. The facts as pleaded in the original plaint are that the defendant No.4
(Appellant herein- Asian Hotels (North) Limited (in short 'AHNL')), had
availed credit facilities from a consortium of banks including IndusInd Bank
Limited, YES Bank Limited, Bank of Maharashtra and Axis Bank. These
facilities were secured by various security documents and were subsequently
restructured under the one-time restructuring framework introduced by the
Reserve Bank of India during the COVID-19 pandemic, pursuant to which a
Master Amendment Agreement and a Trust and Retention Account
Agreement were executed. Thereafter, by a Deed of Assignment dated
28.12.2022, IndusInd Bank assigned its exposure in the AHNL loan
facilities amounting to approximately ₹126.83 crores together with all
underlying rights and security interests to the plaintiff- Exclusive Capitals
Limited (respondent No.1 herein). To finance part of the acquisition
consideration, Respondent No. 1 had earlier received ₹60 crores from
Respondent No. 2, Clover Media Private Limited, under an Inter-Corporate
Deposit arrangement.
5. The dispute arose when Respondent No. 2- Clover Media Private
Limited, relied upon the ICL Agreement and claimed certain rights in
relation to the debt of AHNL. Thereafter, by an Assignment Agreement
dated 01.02.2024, Respondent No. 2 purportedly assigned such rights to
Respondent No. 3 following which claims were made that the rights over the
receivables arising from the AHNL debt, together with the related security
interests, stood transferred in favour of Respondent No. 3. Subsequently,
Respondent No. 3 was substituted in place of Respondent No. 1 in an earlier
commercial suit concerning the restructuring of AHNL's loan facilities.
Around the same period, information relating to satisfaction of charge over
the assets of Asian Hotels (North) Limited was given to the Ministry of
Corporate Affairs, which were later contested before the Registrar of
Companies. Disputes also arose regarding the custody of the original
security documents that were held by DBS Bank India Limited, acting as the
security agent for the lenders. In these circumstances, a civil suit came to be
instituted in relation to the claims arising from the alleged ICL Agreement
and the subsequent assignment of rights concerning the AHNL debt.
6. When the aforesaid suit came up for admission, the learned Single
Judge issued notices and listed the matter for 06.04.2026 and as an interim
measure, granted ad-interim relief to the effect that until the next date of
hearing, the defendant No.5 (respondent No.5 herein - DBS Bank India
Ltd.) shall hold the title deeds.
7. Before dilating upon the submissions of the parties, it is noteworthy
that the title deeds of the property in question, were in the custody of
defendant No.5.(respondent No.5), which were handed over to defendant
no.5 by DBS Singapore.
8. As an ancillary fact, it may also be noted that the appellant (defendant
No.4) claims to have filed another suit in the Court of competent jurisdiction
seeking mandatory injunction that the title deeds which are lying with the
respondent No.5 be directed to be handed over to it. The appellant
(defendant No.4 in the original suit) feels aggrieved with the so-called
interim relief granted by the learned Single Judge.
9. Mr. Rajiv Nayyar, learned Senior Counsel for the appellant argued
that the learned Single Judge ought not to have granted such injunction and
rather should have directed that the documents be handed over to the
appellant to which the title deeds really belonged. He raised a grievance that
the plaintiff for its purported dues of roughly Rs.160 crores cannot be
allowed to get custody of the title deeds of the hotel which is worth Rs.1500
crores.
10. Without prejudice to his rights that entire due amount of loan stands
paid, learned Senior Counsel submitted that his client is ready and willing to
deposit an amount of Rs.149 crores with the Registrar General of this Court
which is the maximum dues along with interest as applicable on 31.03.2026,
even if the plaintiff's best case is accepted. Assailing the impugned order, he
argued that the impugned order is non-speaking and contrary to statutory
provision of Order XXXIX Rule 3 of the CPC and thus liable to be set aside
on this count alone. He further submitted that on 25.04.2025, the respondent
No.5 had specifically requested for its discharge from the role of security
trustee but the same was not done and argued that the learned Single Judge
was, therefore, not legally correct in passing the order under challenge.
11. Learned Senior Counsel invited the Court's attention towards
document No.25 (page 804 of the paperbook) and highlighted that the
memorandum of satisfaction of charge has been issued and an entry to this
effect has been made by the Registrar of Companies. He, therefore,
submitted that as of today, there is no charge over the property of the
company and yet, learned Single Judge has directed that the document of
title be kept by defendant No.5. Learned Senior Counsel argued that the
final decision of the suit may take substantial time and in case the
documents are not ordered to be handed over to the appellant - the owner of
the property, its rights will be seriously prejudiced.
12. Mr. Nayyar cited the judgment of Hon'ble the Supreme Court
rendered in the case of Wander Ltd. & Anr. v. ANTOX India P. Ltd. 1990
SCC OnLine SC 490 and argued that on the basis of principles enunciated
therein, learned Single Judge was not justified in granting the injunction in
the manner he has done.
13. Mr. Siddharth Yadav, learned Senior Counsel for respondent No.1 -
Exclusive Capital Limited (original plaintiff) on the other hand informed
rather iterated that the next date of hearing in the matter is 06.04.2026,
hardly 28 days from today (i.e. 09.03.2026) and argued that the documents
of title deed in any case were in the custody of defendant No.5 and hence, no
direction much less an injunction has been granted by learned Single Judge.
He further argued that the appellant having appeared before the learned
Single Judge has not even cared to file a reply to the stay application or
written statement in the suit even as of today and therefore this Court should
direct the appellant to go before learned Single Judge and file a reply, (if so
desired) and contest the matter there rather than arguing the present appeal,
which has no substantial or sustainable grounds.
14. Learned Senior Counsel relied upon the judgment rendered by
Hon'ble the Supreme Court in the case of Gujarat Bottling Co. Ltd. v. Coca
Cola Co., reported in (1995) 5 SCC 545 more particularly, paragraph no.43
thereof, and argued that in any case, grant of interlocutory injunction is the
discretion of the Court. He further submitted that the object of interlocutory
injunction is to protect the plaintiff against any injury resulting from
infraction of its rights. Paragraph No.43 of the judgment in Gujarat Bottling
(supra) is reproduced hereunder:
"43. The grant of an interlocutory injunction during the
pendency of legal proceedings is a matter requiring the
exercise of discretion of the court. While exercising the
discretion the court applies the following tests -- (i) whether
the plaintiff has a prima facie case; (ii) whether the balance
of convenience is in favour of the plaintiff; and (iii) whether
the plaintiff would suffer an irreparable injury if his prayer
for interlocutory injunction is disallowed. The decision
whether or not to grant an interlocutory injunction has to be
taken at a time when the existence of the legal right assailed
by the plaintiff and its alleged violation are both contested
and uncertain and remain uncertain till they are established
at the trial on evidence. Relief by way of interlocutory
injunction is granted to mitigate the risk of injustice to the
plaintiff during the period before that uncertainty could be
resolved. The object of the interlocutory injunction is to
protect the plaintiff against injury by violation of his right for
which he could not be adequately compensated in damages
recoverable in the action if the uncertainty were resolved in
his favour at the trial. The need for such protection has,
however, to be weighed against the corresponding need of
the defendant to be protected against injury resulting from
his having been prevented from exercising his own legal
rights for which he could not be adequately compensated.
The court must weigh one need against another and
determine where the "balance of convenience" lies. [See:
Wander Ltd. v. Antox India (P) Ltd. [1990 Supp SCC 727] ,
(SCC at pp. 731-32.] In order to protect the defendant while
granting an interlocutory injunction in his favour the court
can require the plaintiff to furnish an undertaking so that the
defendant can be adequately compensated if the uncertainty
were resolved in his favour at the trial."
15. Mr. Nayyar in rejoinder cited judgment in the case of Rajesh Batra v
M/s Grandlay Electricals (India) 1997 (40) DRJ (DB) more particularly
paragraph No.9 of the said judgment and submitted that the appellant's case
is covered by Clause (iv). He further submitted that learned Single Judge has
failed to consider that the plaintiff (respondent No.1) had filed a suit for the
very same relief, but the same was rejected vide order dated 04.08.2025. He
added that in spite of such position the learned Single Judge has granted
interim relief without even providing proper opportunity of hearing.
16. Heard learned counsel for the parties.
17. The appellant has projected its problem out of proportion. As a matter
of fact it cannot even be a grievance, let alone a serious grievance. The
appellant feels aggrieved of purported ad-interim direction making way for
an interim arrangement given by the learned Single Judge that the title deeds
shall be held by defendant No.5. Given that the title deeds were in any case
lying with defendant No.5, as a security trustee, even if the so called ad-
interim injunction was not granted, the situation would have remained the
same.
18. According to us, learned Single Judge has not passed an interim
injunction and as a matter of fact he has turned down the request of the
parties to hand over the title deeds. Such prayer if were to be made, could be
made by the plaintiff only and that too the prayer could not have been
granted. Because the same would amount to granting final relief. So far as
the present appellant who was the defendant No.4 in the original suit is
concerned, in our opinion, it could not have claimed the title deeds in a suit
in which it is the defendant unless a counter claim is filed which has
admittedly not been filed.
19. Hence, the main plank of the arguments of Mr. Nayyar that no reason
has been recorded is absolutely untenable because the stay application has
not been finally decided and it is only at the stage of final decision of stay
application or application under Order XXXIX Rules 1 & 2, CPC, the Court
is required to give complete reasons and record a finding about prima facie
case, irreparable loss and balance of convenience.
20. Since the Court did not have any other material than the plaint, it was
not expected to give detailed reasons. Even if it is presumed that the Court
was required to give some reasons while passing an interim injunction, we
are of the view that solely for the want of reasons, the ad-interim injunction
cannot be set aside, unless it shocks the conscience of the Appellate Court.
We do not find anything extraordinary in the ad interim order which learned
Single Judge has passed because, the documents of title were in any case,
lying with defendant No.5.
21. Though in our order dated 27.02.2026, we have held the instant
appeal to be maintainable but while doing so we had clearly observed that
while interfering with an interlocutory order, the Appellate Court is required
to keep the bar very high. The yardstick which has been laid vide various
other judgments of Hon'ble the Supreme Court, including the judgment in
the case of Wander (supra) does not allow us to interfere to the extent
prayed for by the appellant. We hereby elucidate or delineate the scope of
interference by the Appellate Courts, while hearing an appeal under Order
XLIII Rule 1(r) of the CPC laying challenge to the orders granting or
refusing an ad-interim relief/order:-
(i) keeping the bar high would necessarily mean that while
interfering in the orders granting or refusing an ad-interim
relief/order, the Appellate Court should consider as to whether the
grant of the interim relief has seriously prejudiced the cause and
rights of the appellant before it.
(ii) in case of non-grant of interim relief, the Appellate Court
considering the appeal under Order XLIII Rule 1 (r), CPC should
record a finding as to what substantial prejudice has been caused
to the appellant on account of interim relief not being granted.
(iii) unless the appellant challenging the ad interim injunction
granted in an application under Order XXXIX Rules 1 & 2, CPC,
is able to demonstrate that ad-interim relief, which has been
granted or refused during the pendency of stay application, is
based on no material or the Court granting such relief has no
jurisdiction to entertain the suit.
(iv) non-grant of ad-interim relief has posed serious threat to the
property or has caused irretrievable injury to the appellant.
(v) the Appellate Courts would entertain such appeals only if the
appellant is able to show urgency of such a nature that unless
interfered immediately, the whole purpose of the suit would be
frustrated.
22. Pertinently, the matter had first come up before the learned Single
Judge on 07.01.2026 and the next date of hearing fixed is 06.04.2026. When
we heard the matter on 09.03.2026, there hardly remained 28 days' time to
file reply and contest the matter before learned Single Judge. The appellant's
prayer that the ad-interim relief which has been granted by the learned
Single Judge be set aside, cannot be entertained in the present appeal for
obvious reasons, which we have set out hereinabove.
23. Adverting to the judgments which the rival counsel have cited, we are
of the view that these judgments deal with the principles relating to the
decision of applications for interim injunction viz. final adjudication of
application under Order XXXIX Rules 1 & 2, of the CPC. There cannot be
any quarrel about applicability of the principles enunciated by Hon'ble the
Supreme Court in the case of Wander (supra) but since the case in hands
does not arise out of final order under Order XXXIX Rules 1 & 2, CPC, we
are of the view that these judgments need not detain us much, because, these
principles would be applicable once the stay application pending before the
learned Single Judge is finally decided.
24. According to us, it is not a case worth warranting interference in our
appellate jurisdiction under Order XLIII Rule 1(r) of the CPC read with
Section 13 of the Commercial Courts Act, 2015. The appeal, therefore,
fails.
25. As a word of caution, we may add here that the observations we have
made hereinabove are only incidental, which we found were imperative to
deal with rival contentions. They may not be treated to be any findings on
merits of the case in any manner. Hence, such observations shall not be
construed to be binding on learned Single Judge while deciding the
application or the suit in any manner and the same shall obviously be
decided on the basis of pleadings and rival contentions.
26. All pending applications stand disposed of with this appeal.
DINESH MEHTA
(JUDGE)
VINOD KUMAR
(JUDGE)
MARCH 16, 2026/kk
