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2014 DIGILAW 4483 (MAD)

Aanchal Cement Limited v. Gimpex Limited

2014-12-01

R.SUBBIAH

body2014
Judgment 1. Original Application No.252 of 2013 has been filed by the applicants/plaintiffs seeking to grant a temporary injunction restraining the respondent/defendant, from parting with or encashing any of the negotiable instruments set out in the schedule to the Judges summons pending disposal of the suit. 2. Application No.2492 of 2013 has been filed by the applicants/plaintiffs seeking to direct the respondent/defendant to forthwith deposit a sum of Rs.3 crores, represented by the Demand Draft dated 11.03.2013, bearing No.271351, drawn on the Karur Vysya Bank, Chennai-I, extracted under the impugned Deed of Compromise, dated 12.03.2013, to the credit of the suit before this Court. 3. For the sake of convenience, the parties are referred to as per their rankings in the suit. 4. The plaintiffs have filed the suit for the following reliefs – (a) Declaring the deed of compromise dated 12.03.2013 purported to be between the 1st plaintiff and the defendant as illegal, null and void ab-initio and not binding on the plaintiffs and if necessary, setting aside and cancelling the same and granting the ancillary and consequential relief directing the defendant, its officers and servants to forthwith return to the plaintiffs the cancelled deed along with all the instruments that were extracted by the defendant from the 1st plaintiff under cover of the said deed set out in detail in the Schedule given hereunder; (b) Directing the defendant, its officers, servants and agents to pay the plaintiffs such damages, not less than Rs.1 crore, as may be determined by this Court. (c) Directing the defendant to pay the costs of the plaintiff in this suit. 5-1. The case of the plaintiff, in nutshell, is as follows:- The 1st plaintiff M/s. Aanchal Cement Limited, is a company incorporated under the Companies Act, 1956 and the 2nd plaintiff is its Director. During the course of its business, the 1st plaintiff approached the defendant for buying 15,000 MTS of Ordinary Portland Cement Clinker (OPCC) from Vietnam and accordingly, the defendant issued a Proforma Invoice dated 09.03.2012. During the time of such transaction, the 1st plaintiff company was known as Kalika Cement Limited. Under the said Proforma Invoice, the defendant had quoted the price at Rs.4,225/-per M.T., inclusive of Customs, Excise Duty, clearing and forwarding charges. During the time of such transaction, the 1st plaintiff company was known as Kalika Cement Limited. Under the said Proforma Invoice, the defendant had quoted the price at Rs.4,225/-per M.T., inclusive of Customs, Excise Duty, clearing and forwarding charges. It has been further stated that the price was calculated on Customs Duty, Excise Duty, Clearing and Forwarding charges prevailing as on that date and any increase or decrease thereof would be to the Buyer's Account. 5-2. On receipt of such Proforma Invoice, the 1st plaintiff paid Rs.60 lakhs to the defendant as advance. Then, by their letter dated 13.03.2012 the 1st plaintiff placed an order for purchase of a further 15,000 MT of the same goods on the same Terms & Conditions and the plaintiffs remitted a further sum of Rs.40 lakhs as further advance. However, the defendant did not supply against these orders inspite of the fact that advance of Rs.1 crore was already remitted as stated above. 5-3. In the interest of business and to adjust the said advance payment of Rs.1 crore already paid by the 1st plaintiff to the defendant, the 1st plaintiff and the defendant agreed for a Joint Venture arrangement on 50:50 basis, whereby the OPCC shall be shipped by the defendant at their sole risk and responsibility, while the 1st plaintiff shall sell the OPCC thus shipped. The said agreement was concluded by correspondence. 5-4. As per the terms of such Joint Venture arrangement, the 1st plaintiff issued eighteen undated cheques, each for Rs.50 lakhs as security to the defendant. After a great delay, 104064 MT of goods arrived in 2 shipments, but there was a shortage and the actual tonnage was only 102864 MT. The 1st plaintiff paid Rs.25 crores to the defendant and spent Rs.13.40 crores towards expenses like Duty, Taxes, Freight etc. The defendant had collected some monies directly from the parties, who bought the goods from the 1st plaintiff. Thus, more than Rs.38.5 crores had been paid by the plaintiff. 5-5. But, contrary to the Joint Venture arrangement, the defendant started to demand a further sum of about Rs.15 crores from the 1st plaintiff as if the whole transaction was an outright sale of OPCC by the defendant to the 1st plaintiff. Thus, more than Rs.38.5 crores had been paid by the plaintiff. 5-5. But, contrary to the Joint Venture arrangement, the defendant started to demand a further sum of about Rs.15 crores from the 1st plaintiff as if the whole transaction was an outright sale of OPCC by the defendant to the 1st plaintiff. Hence, the 1st plaintiff filed a suit in T.S.No.1615 of 2012 for declaration and permanent injunction before the City Civil Court, Calcutta, for a declaration that the claim made by the defendant for a sum of Rs.15 crores is illegal and void and for an injunction restraining the defendant from misusing the cheques given as security under the Joint Venture Arrangement. In the said suit, the defendant entered appearance and also filed Applications under Sections 5 and 8 of the Arbitration and Conciliation Act to reject the plaint and refer the dispute to arbitration. The suit is still pending. 5-6. Before this Court, the defendant also initiated Arbitration Proceedings and filed O.A.No.42 of 2013, Application No.312 & 313 of 2013 for certain interim reliefs and also filed three applications vide O.P.Nos.131 to 133 of 2013 for Appointment of Arbitrations, on the basis of certain High Seas Sale Agreements. 5-7. The defendant has also proceeded to misuse the cheques given by the 1st plaintiff as Security and presented the cheques as if they were given as payment for some legitimate dues by the 1st plaintiff to the defendant. Hence, the 1st plaintiff issued stop payment instructions for such cheques and the defendant has in turn initiated proceedings under Section 138 of Negotiable Instruments Act before the VII Metropolitan Magistrate Court, George Town, Chennai and the same are also pending. 5-8. De hors the same, the defendant also lodged a criminal complaint before the Central Crime Branch, Chennai, against the second plaintiff, his father and brother, for offences punishable under Sections 406 and 506(i) of IPC, on 10.09.2012. Based on the said complaint, a case was registered in Cr.No.21 of 2013 on 01.02.2013. In the said complaint, the defendant had alleged that the accused persons (2nd plaintiff, his father & brother) had induced them to part with monies on the assurance that they would repay such monies. Thus, by merely using terms like 'inducement' and 'fraudulent mis-representation' the defendant attempted to clothe a purely civil dispute in the garb of a criminal dispute. In the said complaint, the defendant had alleged that the accused persons (2nd plaintiff, his father & brother) had induced them to part with monies on the assurance that they would repay such monies. Thus, by merely using terms like 'inducement' and 'fraudulent mis-representation' the defendant attempted to clothe a purely civil dispute in the garb of a criminal dispute. The First Information Report does not disclose any offence. However, under the pretext of such an untenable complaint, the Central Crime Branch Officers proceeded to Kolkata and arrested the 2nd plaintiff at Kolkata on 03.03.2013 without any warrant of arrest and produced him before ACJM, Bidhanagar, West Bengal on the same day. Later, the 2nd plaintiff was produced before the III Metropolitan Magistrate, George Town, Chennai on 05.03.2013 and he was remanded to judicial custody. 5-9. Thereafter, the 2nd plaintiff filed a petition for bail in Crl.M.P.No.633 of 2013. The defendant filed an intervening petition and opposed the grant of bail to the 2nd plaintiff. During the pendency of the said bail petition, on 07.03.2013 the 2nd plaintiff was transferred to Police Custody at the Central Crime Branch, Chennai for four days. During such Police custody, in the presence of the representatives of the defendant, the 2nd plaintiff was threatened with dire consequences including a prolonged term in prison if he fails to pay the monies as demanded by the defendant. The 2nd plaintiff was further threatened that his father and brother would also be arrested and imprisoned. His family members were panicked with a further threat to have his father and brother also arrested. Hence, the 2nd plaintiff had no option but to succumb to such threats and finally yielded to the police pressure and force. Thus, under duress, he was forced to agree to pay a sum of Rs.10 crores as demanded by the defendant. The 2nd plaintiff also agreed to withdraw his suit in T.S.No.1615 of 2012 filed against the defendant on the file of the City Civil Court, Calcutta, as a pre-condition for the defendant not objecting to his petition for bail. 5-10. The 2nd plaintiff's father Mr. Sitaram Goel and brother Mr. Majoj Goel managed to arrange only Rs.3 crores immediately. Therefore, the defendant suggested that the 1st plaintiff should agree in writing to pay the balance Rs.7 crores and issue post-dated cheques for the same. 5-10. The 2nd plaintiff's father Mr. Sitaram Goel and brother Mr. Majoj Goel managed to arrange only Rs.3 crores immediately. Therefore, the defendant suggested that the 1st plaintiff should agree in writing to pay the balance Rs.7 crores and issue post-dated cheques for the same. The 2nd plaintiff was unable to resist these ill-legal demands while he was under threat and custody of the police force. Therefore, the 2nd plaintiff's father and brother signed three letters dated 11.03.2013, on 10.03.2013 itself at Calcutta enclosing the cheques mentioned in the Schedule to the plaint and also a Resolution dated 08.03.2013 purportedly passed in a Board Meeting of M/s. Aanchal Collection Limited, an associate of the 1st plaintiff-company. The said three letters, cheques and also the Resolution were brought to Chennai on 10.03.2013 itself in the evening by a messenger. All these were done as directed by the defendant. On 11.03.2013, a Demand Draft for Rs.3 crores was taken at Chennai from the Bank Account of the 1st plaintiff-company in favour of the defendant. 5-11. On expiry of the term of the Police Custody, the 2nd plaintiff was sent back to judicial custody on 11.03.2013. On 12.03.2013 at about 10.00 am., while the 2nd plaintiff was still in judicial custody, the defendant brought in a document styled 'Deed of Compromise” prepared in duplicate by the defendant and the 2nd plaintiff was asked to sign the same. The said Deed had already been signed by Binod Chaudary on behalf of the defendant, he being the Director of the defendant-company and also by four witnesses. The 2nd plaintiff was given to understand that unless he signs that deed, he would not get bail and he would be forced to languish in prison for a prolonged period and his father and brother would also be arrested and detained similarly. Thereafter, at the behest of the Jail Superintendent, the 2nd plaintiff was directed to write a letter addressed to him (Jail Superintendent) to permit the 2nd plaintiff to sign the said deed. Accordingly, the 2nd plaintiff wrote a letter addressed to the Jail Superintendent on a plain paper. A similar letter was obtained by the Jail Superintendent from Bindo Chaudary also. All these events which happed in the office of the Jail Superintendent inside the precincts of the prison were videographed by the Jail Superintendent. Accordingly, the 2nd plaintiff wrote a letter addressed to the Jail Superintendent on a plain paper. A similar letter was obtained by the Jail Superintendent from Bindo Chaudary also. All these events which happed in the office of the Jail Superintendent inside the precincts of the prison were videographed by the Jail Superintendent. At that time, the said Binod Chaudary and four witnesses, along with two others claiming to be advocates were present there. The 2nd plaintiff was threatened by the defendant-company's Director that if he fails to honour the terms of that deed, the bail to be granted to him would be cancelled and he and the members of his family would again be sent to prison. The 2nd plaintiff was given to understand that police officers in charge of this complaint would not help him since all of them were on the defendant's side. Thus, the 2nd plaintiff was forced to execute the memo of compromise on 12.03.2013. Later, on the same day itself, i.e., on 12.03.2013, the 2nd plaintiff was granted bail. As the defendant obtained the memo of compromise and also the demand draft for Rs.3 crores and 15 cheques for a total sum of Rs.7 crores from the aforesaid three persons, by practicing duress and coercion, the plaintiffs filed the present suit for the reliefs, as stated supra. 6. Now, pending the suit, Original Application No.252 of 2013 has been filed by the plaintiffs seeking to grant temporary injunction restraining the defendant, its directors, officers and servants from parting with or encashing any of the Negotiable Instruments set out in the Schedule to the plaint pending disposal of the suit. 7-1. On appearance, the defendant has filed a counter resisting the said O.A.No.252 of 2013, inter alia contending that the 2nd plaintiff-Mr. Mukesh Goel and one Mr. Manoj Goel are the sons of one Mr. Sitaram Goel. The plaint cheques 2 to 7 were issued by the said Sitaram Goel and the plaint cheques 8 to 13 were issued by the said Manoj Goel. The plaint cheques 14 to 16 were issued by M/s. Aanchal Collection Ltd., through its director Mr. Manoj Goel. The present applications have been filed seeking for interim injunction restraining the defendant from encashing the cheques and also to deposit the cheques into the Court. The plaint cheques 14 to 16 were issued by M/s. Aanchal Collection Ltd., through its director Mr. Manoj Goel. The present applications have been filed seeking for interim injunction restraining the defendant from encashing the cheques and also to deposit the cheques into the Court. But, such reliefs cannot be sought for by the plaintiffs, who are no way connected with the plaint cheques 2 to 16, since there is no privity of contract between the plaintiffs so far as the said cheques are concerned. In other words, both the plaintiffs have no personal interest in the plaint document 2-16 (cheques) and in the absence of such interest, the plaintiffs are not entitled to get the relief of injunction in view of an embargo as provided under Section 41(f) of the Specific Relief Act. In addition to the embargo, as provided under Section 41(f), the drawers of the cheques are not parties in the above suit. Therefore, the main suit itself is liable to be dismissed for non-joinder of necessary parties. 7-2. As per the proforma invoice, M/s. Kalika Cement Ltd. (1st plaintiff-company), remitted a sum of Rs.60 lakhs on 12.03.2012. Since the plaintiffs wanted additional quantity of another 15,000 MTs of Clinker on the same terms and conditions, the plaintiffs remitted a further sum of Rs.40 lakhs on 14.03.2012. The plaintiffs failed to open LC for the balance value of the Goods, despite the defendant extended the time to open the LC. In view of the non-compliance of the terms of the proforma invoice, the defendant was not under compulsion to effect the shipment of 30,000 MTs of the Goods to the plaintiffs. 7-3. Despite the lapse on the part of the plaintiffs to open the LC, the 1st plaintiff-company again approached the defendant for supply of about 1,00,000 MTs of OPCC for its own requirements and taking into consideration of the earlier advance lying with the defendant. The defendant agreed to bring two ship loads of Goods from Vietnam to cover the quantity of about 1,00,000 MT for sale under High Sea Sale Agreement. At that juncture, the plaintiffs promised to pay the entire price of the Goods at the time of sale of the goods on High Sea Sale basis. The defendant agreed to bring two ship loads of Goods from Vietnam to cover the quantity of about 1,00,000 MT for sale under High Sea Sale Agreement. At that juncture, the plaintiffs promised to pay the entire price of the Goods at the time of sale of the goods on High Sea Sale basis. Believing the plaintiffs, the defendant loaded the goods in two vessels viz., MV LINDOS and MV SIMGE AKSOY and the details of the same are as follows:- S. No. Vessel Name Quantity Date of Loading 1 MV LINDOS 52,163 MT 03.04.2012 to 10.04.2014 2 MV SIMGE AKS HOY 51,901 MT 17.04.2012 to 23.04.2012 Total 1,04,064 MT On loading the 2nd vessel MV SIMGE AKSOY, the defendant informed the plaintiffs that the vessel would arrive at Paradip Port around 5.5.2012 to discharge 31,500 MTs and then, proceed to Haldia port to discharge 20,401 MT around 07.05.2012. when the Goods were in High Seas, for the reasons best known to the plaintiffs, they expressed difficulty to effect the entire payment for the Goods under High Sea Sale as they could not consume the entire quantity for their own consumption, but at the same time the plaintiffs expressed that they have byers and would effect part payment for the goods while the goods are on the high sea and that they would effect the balance payments for the goods within 15 days from the date of goods arriving in the port. In view of the gesture shown by the defendant, the plaintiffs agreed that in addition to paying the invoice value relating to the High Sea Sale agreements the plaintiffs also offered to pay 50% of the profit out of the sale proceeds realised by the plaintiffs from the sale to the third parties. The defendant had already purchased the goods from its foreign suppliers and vessel for transport was chartered by the defendant. Further, as the price of the goods was subject to market fluctuations depending upon the demand and supply position, identifying a buyer and selling the goods in a short span of time especially in Markets served by Calcutta and Pradip Ports where the goods were to be off loaded, would be a difficult and time consuming besides involving huge costs i.e., Port charges, vessel charges, demurrage charges etc. In those circumstances, the defendant had no choice, but to agree to the payment terms proposed by the plaintiffs and agreed to accommodate the request of the plaintiffs. In other words, the defendant will be entitled to 50% of the profit to be made by the sale of the goods to the third parties, in addition to the payment for the value of the goods supplied by the defendant under the three High Sea Sale agreements. 7-4. On the basis of the discussions made between the plaintiffs and the defendant and as agreed upon, three High Sea Sale agreements had been entered into and they are as follows: S. No. Date Quantity Goods Price 1 17.04.2012 52,163 MT Cement Clinker Rs.2,729.5/- PMT 2 27.04.2012 31,500 MT Cement Clinker Rs.2,9500/- PMT 3 27.04.2012 20,401 MT Cement Clinker Rs.2,950/- PMT As per the above three High Seas Sale Agreements, Customs duty and other Government levies was to be paid by the plaintiffs. But, the plaintiffs requested the defendant to pay the customs duty and Wharf age charges and promised to reimburse the same with interest. Believing the said promise, the defendant had paid Rs.6,96,74,666/-towards the total customs duty and wharf age charges of Rs.8,04,12,495/-, which enabled the plaintiffs to clear the goods. 7-5. After the vessels arrived at the respective ports, the plaintiffs started taking delivery of the goods and the sales were effected to the third party purchasers. Despite the realisation of he sale price by the plaintiffs, no payment towards the balance dues was forth coming within 15 days of the arrival of the vessels at the ports as agreed upon, which clearly established their fraudulent intention. When the payment was insisted by the defendant, the plaintiffs promised to pay the balance amount, but did not reimburse the customs duty and wharf age paid by the defendant on behalf of the plaintiffs. The plaintiffs did not furnish the full particulars of such sale with the sole intention to deprive the defendant in the matter of paying 50% profit. Hence, at the instance of the defendant, a meeting was held on 09.07.2012, and after discussions, the plaintiffs themselves came out with the figure of profit of Rs.3.5 crores, made out of the sales to the third parties and the same was reduced in minutes of meeting. 7-6. Hence, at the instance of the defendant, a meeting was held on 09.07.2012, and after discussions, the plaintiffs themselves came out with the figure of profit of Rs.3.5 crores, made out of the sales to the third parties and the same was reduced in minutes of meeting. 7-6. Immediately after the meeting held on 09.07.2012 and in accordance with the minutes of the meeting, the plaintiffs sent an email dated 10.07.2012, wherein it was confirmed that three cheques for Rs.1 crore would be issued and the plaintiffs promised to effect the balance payment of the goods, on or before 30.07.2012. But, when those three cheques were presented for encashment, except the one cheque, to other cheques issued by the plaintiffs were dishonoured. Thereafter, at the request of the plaintiffs, one of the two dishonoured cheques were presented later and the same was honoured. 7-7. In view of the indifferent attitude on the part of the plaintiffs, the defendant was made to run from pillar to post and after much persuasion and the request made by the defendant, the plaintiffs issued 18 cheques for Rs.50 lakhs each for a total value of Rs.9 crores in favour of the defendant. 7-8. But, when the cheques issued by the plaintiffs were deposited for encashment at Punjab National Bank, Sowcarpet Branch, Chennai, all the 18 cheques were returned by the banker of the plaintiffs with the endorsement “Payment stopped by the drawer” except two cheques with an endorsement “Insufficient of funds”. In so far as the bouncing of the cheques for the value of Rs.9 crores, after complying with the formalities under Section 138 of Negotiable Instruments Act, prosecution was launched by the defendant in C.C.No.3326 – 3329 of 2012 and C.C.Nos.99 – 101 of 2013 and those cases are pending on the file of the learned VII Metropolitan Magistrate, George Town, Chennai. 7-9. On receipt of the summons from the VII Metropolitan Magistrate, George Town, Chennai, in the criminal prosecution for the dishonoured cheques for the value of Rs.9 crores, the plaintiffs have filed a suit in T.S.No.1615 of 2012 on the file of the City Civil Court, Calcutta, praying for the following reliefs – (a) for declaration that the defendants demands at the claim of Rs.15 crore is illegal and void and not binding upon the plaintiff. (b) For decree for permanent injunction restraining the defendant from misusing 18 banking instruments for Rs.50 lakh each, all dated bank. The defendant invoked the Arbitration Clause contained in the High Sea Sale Agreements and appointed an Arbitrator by letter dated 23.11.2012 and intimated the same to the plaintiffs either to accept the arbitrator or alternatively to appoint one more Arbitrator, for further course of action. But, the plaintiffs by their letter dated 08.12.2012 did not agree for matter to be arbitrated. 7-10. In view of the defiant stand taken by the plaintiffs, the defendant filed an petition in O.P.No.113 of 2013 invoking the provisions of the Arbitration and Conciliation Act, 1996, seeking for an appointment of an Arbitrator and the said application was filed in February, 2013. Pending such application, the defendant filed Application No.312 of 2013 for appointment of an Advocate Commissioner to take possession of unsold stocks 5289 MTs cement clinker, Application No.313 of 2013 seeking prohibitory order against the Garnishees of the plaintiffs, prohibiting the Garnishees numbering 14 from parting with the amount of Rs.30 lakhs each payable by the plaintiffs and O.A.No.42 of 2013 for interim injunction restraining the plaintiffs and their agents or anybody claiming under them from alienating two immovable properties belonging to the plaintiffs. 7-11. As the plaintiffs hoodwinked the defendant and induced the defendant to pay the customs duty and wharf age charges, and did not share the profit, nor paid the value of the goods supplied by the defendant, a criminal complaint was given by the defendant on 10.09.2012. In the said complaint, it has been stated by the defendant as follows – “Gimpex entered into three High Seas Sale agreement signed at Chennai with Kalika Cements under which Gimpex supplied cement clinkers to Kalika Cements and the total value of the goods supplied was Rs.29,54,86,859/-. The goods were to be discharged and cleared through Customs and as per the agreements, the customs duty is to be paid only by Kalika Cements despite the said agreement Mr. Manoj Goel, Managing Director, Mr. Mukesh Goel and Mr. Sitaram Goel, Directors of Kalika Cements induced the defendant to pay the customs duty, wharf age charges on their behalf and assured that they would repay the amounts immediately thereafter. Manoj Goel, Managing Director, Mr. Mukesh Goel and Mr. Sitaram Goel, Directors of Kalika Cements induced the defendant to pay the customs duty, wharf age charges on their behalf and assured that they would repay the amounts immediately thereafter. Believing their words Gimpex paid the Customs duty and thereafter, the Kalika Cements took delivery of the goods and have also disposed and realized the sale proceeds. Gimpex has paid the customs duty on the inducement and misrepresentation of Kalika cements and despite this Kalika Cements refused to repay the same. Kalika Cements have also not paid the full amount of invoice value of the goods purchased and there is an outstanding due of Rs.13,07,75,009/- to Gimpex.” The said complaint further reads that the same was filed only for non payment of the customs duty and other charges paid by the defendant on behalf of the Kalika Cements on fraudulent representation inducement and false promises. 7-12. On the basis of the said complaint, the Central Crime Branch registered a case in Crime No.21 of 2013 under Section 409 & 506(i) IPC. On the registration of the said FIR, the 2nd plaintiff-Mukesh Goel was arrested and he was produced before the Additional Judicial Magistrate, Bithan Nagar (north) and thereafter, he was produced before the learned III Metropolitan Magistrate, George Town, Chennai and he was remanded to judicial custody on 05.03.2013. Thereafter, the 2nd plaintiff's family members came up for a compromise and agreed to settle the claim made by the defendant. The Deed of Compromise was reduced into writing. Thereafter, when the bail application for the 2nd plaintiff came up for hearing before the learned III Metropolitan Magistrate, George Town, Chennai, on 12.03.2013, the learned counsel for the 2nd plaintiff as well as the learned counsel for the defendant had represented that the plaintiffs and the defendant had entered into a compromise and therefore, the defendant does not have objection for grant of bail to the 2nd plaintiff. By recording the said submissions, the learned III Metropolitan Magistrate, George Town, Chennai, granted bail to the 2nd plaintiff. Thereafter, the father and brother of the 2nd plaintiff moved anticipatory bail petitions before this Court and anticipatory bails were also granted by this Court to the father and brother of the 2nd plaintiff on 21.03.2013 & 03.04.2013. By recording the said submissions, the learned III Metropolitan Magistrate, George Town, Chennai, granted bail to the 2nd plaintiff. Thereafter, the father and brother of the 2nd plaintiff moved anticipatory bail petitions before this Court and anticipatory bails were also granted by this Court to the father and brother of the 2nd plaintiff on 21.03.2013 & 03.04.2013. The Memo of Compromise was signed by the 2nd plaintiff in the presence of the Superintendent of Prison and the entire episode in relation to the plaint Document No.1-deed of compromise dated 12.03.2013, was video-graphed. By virtue of the Deed of Compromise, a Demand Draft for Rs.3 crores was handed over to the defendant and the same was enchased on 12.03.2013. In so far as the balance amount, the plaint schedule cheques 2 to 16 were handed over to the defendant, drawn on various dates by Mr. Sitaram Goel, Mr. Majoj Goel and M/s. Aanchal Collection Ltd, represented by its Director Mr. Manoj Goel, for the value of Rs.7 crores, as agreed in the Deed of Compromise. The said Deed of Compromise was executed in the presence of witnesses, who are none other than the maternal uncle and brother-in-law of the 2nd plaintiff-Mukesh Goel. Thus, the defendant contended that the Deed of Compromise was executed not under duress and coercion exerted by the defendant as claimed by the 2nd plaintiff and the same was executed by the plaintiffs voluntarily, as the plaintiffs realised that they are liable to make the payment to the defendant. Thus, the defendant sought for dismissal of the above applications filed by the plaintiff. 8. On 09.04.2013, in Original Application No.252 of 2013, this Court initially granted interim injunction as prayed for. After filing the common counter affidavit by the defendant, the said interim injunction order was modified by this Court on 09.07.2013, by directing the plaintiffs to replace some of the cheques dated 11.04.2013, mentioned in the plaint schedule as S.Nos.2, 3, 8, 9 & 14, aggregating a sum of Rs.2,33,33,331/-, which were issued in favour of the defendant. Subsequently, by order dated 05.08.2013, the plaintiffs were directed to replace all the cheques with fresh cheques, on or before 07.08.2013 and the said order was complied with. Thereafter, the plaintiffs are periodically replacing the cheques on expiry of the validity period, which were issued for the value of Rs.7 crores. 9. Subsequently, by order dated 05.08.2013, the plaintiffs were directed to replace all the cheques with fresh cheques, on or before 07.08.2013 and the said order was complied with. Thereafter, the plaintiffs are periodically replacing the cheques on expiry of the validity period, which were issued for the value of Rs.7 crores. 9. In the mean time, the defendant had encashed the Demand Draft bearing No.271351 dated 11.03.2013 drawn on the Karur Vysya Bank, Chennai, for Rs.3 crores, issued by the plaintiffs. Hence, the plaintiffs have taken out another Application in A.No.2492 of 2014 seeking to direct the defendant to forthwith deposit the said sum of Rs.3 crores, represented the said Demand Draft which was encashed by defendant. 10. This Court by order dated 03.02.2014 disposed of the above said Original Application No.252 of 2013 directing the plaintiffs to give the bank guarantee for the value of the cheques viz., for a sum of Rs.7 crores mentioned in the schedule to the plaint and it was further stated that it is open to the plaintiffs to give the bank guarantee either individually, or collectively or by the drawer of those cheques in favour of the Registrar General, High Court, Madras, on or before 07.02.2014, for a period of two years. 11. Further, Application No.2492 of 2013, which was filed to direct the defendant to deposit a sum of Rs.3 crores, was dismissed by this Court on 03.02.2014 by observing that whether the defendant is liable to repay the said amount or not, can be decided only during the trial. 12. Aggrieved over the orders dated 03.02.2014 passed by learned Single Judge in O.A.No.252 of 2013 and A.No.2492 of 2014, the plaintiffs filed O.S.A.Nos.27, 37, 38 and 78 of 2014 before the Division Bench of this Court. By setting aside the order of the learned Single Judge, vide order dated 03.04.2014 the Division Bench remanded O.A.No.252 of 2013 & A.No.2492 of 2014 for fresh disposal. 13. On remand, the learned counsel appearing for the respective parties made their submissions afresh. 14-1. The learned counsel for the plaintiffs submitted that the during the course of business, the plaintiffs approached the defendant for supply of Ordinary Portland Cement Clinker (OPCC). The plaintiffs and the defendant agreed for a joint venture agreement on 50 : 50 basis. 13. On remand, the learned counsel appearing for the respective parties made their submissions afresh. 14-1. The learned counsel for the plaintiffs submitted that the during the course of business, the plaintiffs approached the defendant for supply of Ordinary Portland Cement Clinker (OPCC). The plaintiffs and the defendant agreed for a joint venture agreement on 50 : 50 basis. Pursuant to the said joint venture agreement, the plaintiff has issued 18 undated cheques, each for Rs.50 lakhs, to the defendant as security. As per the said joint venture agreement, the OPCC shall be shipped by the defendant at their sole risk and responsibility. In respect of the supply of OPCC, the plaintiff has paid a sum of Rs.25 crores to the defendant and spent a sum of Rs.13.40 cores towards expenses like customs duty, taxes, freight etc. But, in spite of the same, contrary to the joint venture agreement, the defendant started to demand a sum of Rs.15 crores from the plaintiffs, stating that the supply of the goods to the plaintiffs is only an outright sale and not based on any joint venture agreement, on 50 : 50 basis. Since the claim of the defendant is unreasonable, immediately the plaintiffs have filed a suit before the City Civil Court at Calcutta, in T.S.No.1615 of 2012 for declaration that the claim of the defendant for Rs.15 crores is illegal and void, and also for permanent injunction restraining the defendant from misusing the cheques given as security under the Joint Venture Agreement. The issue as to whether the transaction between the parties is on joint venture agreement or an outright sale is yet to be decided in the suit in T.S.No.1615 of 2012 pending before the City Civil Court at Calcutta. In fact, in the said suit, the defendant entered appearance and filed an application under Section 8 of the Arbitration and Conciliation Act to refer the matter to the Arbitrator and the said application is also pending before the City Civil Court at Calcutta. That apart, the defendant has also initiated arbitration proceedings and filed applications before this Court under Section 9 of the Arbitration and Conciliation Act, on the basis of certain High Seas Sale Agreements. Therefore, these factual aspects in this case would show that the dispute between the plaintiffs and the defendant is purely civil in nature. That apart, the defendant has also initiated arbitration proceedings and filed applications before this Court under Section 9 of the Arbitration and Conciliation Act, on the basis of certain High Seas Sale Agreements. Therefore, these factual aspects in this case would show that the dispute between the plaintiffs and the defendant is purely civil in nature. While so, with a sole intention to bring pressure on the plaintiffs, the defendant gave a police compliant on 10.09.2012 with the Central Crime Branch, Chennai, alleging that the plaintiffs induced the defendant to part with money on the assurance that they would repay the said money. On the basis of the said complaint, an FIR was registered in Cr.No.21 of 2013 under Section 406 & 506(i) IPC. 14-2. In this regard, the learned counsel appearing for the plaintiffs, by inviting the attention of this Court to the FIR, submitted that the FIR does not disclose any offence under Sections 406 & 506(i) IPC. But, on the pressure given by the defendant, the 2nd plaintiff was arrested by the Police at Calcutta on 03.03.2013 and he was produced before the ACJM, Bidhanagar, West Bengal on the same day. Thereafter, the 2nd plaintiff was produced before the III Metropolitan Magistrate, George Town, Chennai on 05.03.2013 and thereafter, he was remanded to judicial custody. The 2nd plaintiff filed a petition for bail in Crl.M.P.No.633 of 2013 and in the said bail petition, the defendant intervened and opposed the grant of bail to the 2nd plaintiff. While being so, on 07.03.2013, the 2nd plaintiff was taken into police custody for four days. During such police custody, in the presence of the representatives of the defendant, the 2nd plaintiff was threatened with dire consequences, including a prolonged term in prison, if he fails to pay the money as demanded by the defendant and the 2nd plaintiff was further threatened that his father and brother would also be arrested and imprisoned. Thus, under duress, the 2nd plaintiff was forced to agree to pay a sum of Rs.10 crores as demanded by the defendant. Thereafter, on expiry of the term of the police custody, the 2nd plaintiff was sent back to the judicial custody on 11.03.2013. The 2nd plaintiff's father and brother managed to arrange only Rs.3 crores and for the balance Rs.7 crores they were forced to issued post-dated cheques. Thereafter, on expiry of the term of the police custody, the 2nd plaintiff was sent back to the judicial custody on 11.03.2013. The 2nd plaintiff's father and brother managed to arrange only Rs.3 crores and for the balance Rs.7 crores they were forced to issued post-dated cheques. When the 2nd plaintiff was under imprisonment, on 12.03.2013 a document was brought, styled as Deed of Compromise. Since the 2nd plaintiff was made to understand that unless he signs in the said Deed of Compromise, he would not get bail and he would be forced to languish under prolonged imprisonment and his father and brother would also be arrested, left with no other option, the 2nd plaintiff has signed in the said deed of Compromise on 12.03.2013. After signing the said Deed of Compromise, in the bail petition in Crl.M.P.No.633 of 2013 before the VII Metropolitan Magistrate, George Town, Chennai, it was represented on behalf of the defendant that a compromise has been arrived at between the defendant and the accused (plaintiffs herein) and on that basis, bail was granted to the 2nd plaintiff on that day itself i.e., 12.03.2013. 14-3. In this regard, the learned counsel for the plaintiffs, invited the attention of this Court to Clause 7 of the Deed of Compromise, wherein it has been stated as follows- “7. The “PARTY OF THE FIRST PART'' agrees and undertakes that if any of conditions agreed in this compromise deed is not honoured that would amount to cheating, fraud, breach of trust, et., and the bail granted to Sri. Mukesh Goel shall be deemed to have cancelled automatically and the ''PARTY OF THE SECOND PART'' is also entitled to cancel the bail and also entitled to file a fresh complaint besides NI Act, against the drawer of the cheques and also against other directors of the “PARTY OF THE FIRST PART'' and Ms. Aanchal Collection Limited.” Further, the learned counsel for the plaintiff invited the attention of this Court to Clauses 8, 9 & 10 of Deed of Compromise, wherein the defendant had agreed to withdraw all the cases pending on this issue, including all the criminal complaints, upon the plaintiffs honouring all the 15 cheques. Aanchal Collection Limited.” Further, the learned counsel for the plaintiff invited the attention of this Court to Clauses 8, 9 & 10 of Deed of Compromise, wherein the defendant had agreed to withdraw all the cases pending on this issue, including all the criminal complaints, upon the plaintiffs honouring all the 15 cheques. By relying upon the above said clauses in the Deed of Compromise, the learned counsel for the plaintiffs submitted that handing over the instruments was made as condition president under the said Deed of Compromise for the defendant, to say no objection to the bail application of the 2nd plaintiff. 14-4. Thus, the learned counsel for the plaintiffs has raised the following two legal grounds- (i) the facts that the 2nd plaintiff was made to sign in the Deed of Compromise while he was in judicial custody and in view of Clause 7 in the Deed of Compromise which states that if any of the conditions agreed upon is not honoured by the plaintiffs that would amount to cheating, fraud, breach of trust and the defendant is entitled to cancel the bail granted to the 2nd plaintiff, would clearly show that the signature of the 2nd plaintiff was obtained under coercion. (ii) the promise given in the Deed of Compromise stating that the defendant would withdraw the criminal complaint lodged against the plaintiffs for non-compoundable offence, is totally opposed to public policy and hit by Section 23 of the Contract Act. Thus, the learned counsel for the plaintiffs submitted that the deed of compromise is unenforceable in law. 14-5. In support of his contentions, the learned counsel for the plaintiffs relied upon the following judgments- (1) In AIR 1939 Privy Council 100 (Kamini Kumar Basu and Others Vs. Birendra Nath Basu and Another), it has been held that an implied term of contract between the parties that the complaint would not be proceeded with as consideration, is unlawful. 14-5. In support of his contentions, the learned counsel for the plaintiffs relied upon the following judgments- (1) In AIR 1939 Privy Council 100 (Kamini Kumar Basu and Others Vs. Birendra Nath Basu and Another), it has been held that an implied term of contract between the parties that the complaint would not be proceeded with as consideration, is unlawful. The factual aspects of that case would show that the Magistrate has not taken cognizance of the complaint and only ordered for investigation under Section 202 of Cr.P.C. and in that context, it was stated by the Privy Council that where the implied term of the reference in that case which culminated in an award was that the Criminal Complaint would not be further proceeded with, such award was invalid, ''quite irrespective of the fact whether any prosecution in law had been started. (2) In AIR 1941 Privy Council 95 (Bhowaniput Banking Corporation Ltd Vs. Sreemati Durgesh Nandini Dassi), it has been held that if an agreement for abandoning the prosecution is a part of consideration for the payment of a debt, then the agreement is illegal. (3) In AIR 1963 SUPREME COURT 107 (V. Narasimharaju Vs. N. Gurumurthy Raju and Others), it has been held that if the consideration for arbitration agreement was a promise by the respondent not to prosecute his complaint, then the consideration would be opposed to public policy and agreement based on which would be invalid in law. (4) For the same principle, the learned counsel for the plaintiffs relied upon the judgment in a quash petition, delivered by the Gujarat High Court in Crl.A.No.115 of 2011, dated 24.02.2012, wherein it has been held that taking the accused into judicial custody and obtaining the signatures in the blank cheques and thereafter, after entering into a settlement, releasing him on bail, is illegal. By relying upon the above said judgments, the learned counsel for the plaintiffs submitted that even in the instant case also, the 2nd plaintiff's signature was obtained in the Deed of Compromise to say no objection for his bail application and also to withdraw the criminal complaint lodged against the 2nd plaintiff for a non-compoundable offence, on payment of entire amount, which is opposed to public policy. Hence, the suit has been filed by him to declare the alleged Deed of Compromise dated 12.03.2013 as illegal, null and void ab-initio. Hence, the suit has been filed by him to declare the alleged Deed of Compromise dated 12.03.2013 as illegal, null and void ab-initio. Pending the suit, the respondent/defendant has to be restrained by way of injunction from parting with or encashing the cheques issued by the plaintiff. Further, pending the suit, the defendant may be directed to deposit a sum of Rs.3 crores represented by the Demand Draft dated 11.03.2013, bearing No.271351, drawn on the Karur Vysya Bank, Chennai-I, extracted under the impugned Deed of Compromise, dated 12.03.2013, to the credit of the suit before this Court. 15-1. Per contra, the learned senior counsel appearing for the defendant, submitted that the transaction between the parties is only an outright sale and absolutely, there is no joint venture agreement between the parties. In this regard, the learned senior counsel appearing for the defendant invited the attention of this Court to three High Sea Sale Agreements dated 17.04.2012, 27.04.2012 & 27.04.2012, and submitted that the terms and conditions of the said agreements would show that it is only an outright sale of the goods to the plaintiffs by the defendant. As per the said High Sea Sale Agreements, the customs duty and other Government levies were to be paid by the plaintiffs. But, the plaintiffs requested the defendant to pay the customs duty and wharfage charges, and promised to reimburse the same with interest. When the 'goods' were in High Seas, the plaintiffs expressed their difficulty in effecting the entire payment for the goods as they could not consume the entire quantity for their own consumption, but at the same time they expressed that they have buyers and they could effect part payments for the goods and they would effect balance payments for the goods within 15 days of the goods arriving in the Port. Believing the said promise, the defendant had paid Rs.6,96,74,666/- towards the total customs duty and wharfage charges of Rs.8,04,12,495/-, which enabled the plaintiffs to clear the goods. But, subsequently, though the plaintiffs realised the sale price, they have not made any payment to the defendant as agreed upon by them, within 15 days from the date of arrival of the vessel. The plaintiffs have failed to furnish the particulars of such sales also. But, subsequently, though the plaintiffs realised the sale price, they have not made any payment to the defendant as agreed upon by them, within 15 days from the date of arrival of the vessel. The plaintiffs have failed to furnish the particulars of such sales also. Since the plaintiffs neither reimbursed the customs duty & wharfage paid by the defendant on behalf of the plaintiffs, nor paid the value of the goods to the defendant, a criminal complaint was given on 10.09.2012. The said complaint was filed only for the non-payment of the customs duty and other charges paid by the defendant on behalf of the plaintiffs, on fraudulent representation/inducement and false promise made by the plaintiffs. The said complaint clearly makes out the offences under Section 406 & 506(i) IPC. Therefore, it is incorrect to state that the complaint has been filed as against the plaintiffs on false allegations. On the basis of the said complaint, the 2nd plaintiff was arrested at Calcutta on 03.03.2013 and he was produced before the Additional Judicial Magistrate at Bithan Nagar (North) and thereafter, he was produced before the III Metropolitan Magistrate, George Town, Chennai and remanded to judicial custody on 05.03.2013. Thereafter, the 2nd plaintiff's family members came for a compromise and an settlement was arrived at and the Deed of Compromise was reduced into writing. In view of the said Deed of Compromise, during the course of hearing of the bail application filed by the 2nd plaintiff before the VII Metropolitan Magistrate, George Town, Chennai, it was represented by the defendant that the parties have entered into a compromise and based on the said representation, bail was granted to the 2nd plaintiff. 15-2. The learned senior counsel appearing for the defendant further submitted that it is incorrect to state that the Deed of compromise was executed by the 2nd plaintiff under coercion. Since the deed of compromise was obtained when the 2nd plaintiff was in the judicial custody, it does not mean that the signature of the 2nd plaintiff was obtained in the Deed of Compromise under coercion. Since the deed of compromise was obtained when the 2nd plaintiff was in the judicial custody, it does not mean that the signature of the 2nd plaintiff was obtained in the Deed of Compromise under coercion. In this regard, the learned senior counsel appearing for the defendant, by inviting the attention of the this Court to Section 15 of the Contract Act, submitted that only if a person was threatened to commit any act forbidden by Indian Penal Code to cause any person to enter into an agreement, it becomes coercion. In the instant case, the allegations made by the plaintiffs will not fall with in the definition of “Coercion” as defined under Section 15 of the Contract Act, because obtaining signature in the Deed of Agreement while a person is under judicial custody in the presence of the Jail Superintendent, is not prohibited by any law. Further, in the instant case, after obtaining the bail by the 2nd plaintiff, by relying upon the said Deed of Compromise, the father and brothers of the 2nd plaintiff have also obtained anticipatory bail from this Court. After obtaining bail and anticipatory bail by relying upon the said Deed of Compromise, the plaintiffs have filed the present suit as against the defendant with the false allegation as if the said deed of compromise was obtained under coercion. 15-3. The learned senior counsel for the defendant would also submit that the wording envisaged in Clause 7 of the Deed of Compromise, would not amount to any coercion or threat. The Clause 7 of the Deed of Compromise speaks only about the entitlement of the defendant to move the Court to cancel the bail granted to the 2nd plaintiff. Since the defendant is having a right under law to move the Court to file an application to cancel the bail granted to the plaintiff. Hence, the wordings envisaged in Clause 7 cannot be taken as a coercion. In this regard, the learned senior counsel for the defendant by relying upon Section 27 of the Specific Relief Act and submitted that once the plaintiff has impliedly or expressly ratified the contract, the Court may even refuse to rescind the contract. In the instant case, the Deed of Compromise was relied upon by the 2nd plaintiff's father and brother to get anticipatory bail. In the instant case, the Deed of Compromise was relied upon by the 2nd plaintiff's father and brother to get anticipatory bail. Therefore, even the validity of the Deed of Compromise cannot be questioned by the plaintiff. When that being so, the case projected by the plaintiffs that the signature of the 2nd plaintiff in the Deed of Compromise was obtained under coercion and threat, cannot be accepted. In this regard, the learned senior counsel for the defendant relied upon the judgment reported in 2005(11) SCC 273 [Gangadeep Pratisthan (P) Ltd. Vs. Mechano]. 15-4. With regard to the other submission made by the learned counsel for the plaintiffs that the clauses in the deed of compromise are opposed to public policy since the said clauses speak about the withdrawal of a criminal complaint lodged against the plaintiffs for non-compoundable offence, on the promise that the defendant would say no objection for the bail application of the plaintiffs and also withdraw the criminal complaint, the learned senior counsel appearing for the defendant by relying upon the judgment of the Constitution Bench of the Honourable Supreme Court reported in AIR 1992 SC 248 [Union Carbide Corporation etc., Vs. Union of India] and submitted that the compromise entered into between the private parties cannot be stated to be against the public policy. Thus, the learned senior counsel for the defendant sought for the dismissal of the above applications. 16. Keeping the submissions made on either side, I have carefully gone through the entire materials available on record. 17. Though very many contentions have been raised on factual aspects, it is not necessary for this Court to deal with all the disputes raised in the suit in the present injunction application, since the present applications have been filed only for injunction restraining the defendant from parting with or encashing any of the negotiable instruments set out in the schedule to the judge's summon and further to direct the defendant to deposit a sum of Rs.3 crores to the credit of the suit, mainly on the following grounds - (1) the Deed of Compromise was obtained under coercion and threat; (2) clauses in the Deed of Compromise are opposed to public policy. 18. 18. With regard to the coercion, it is the submission of the learned counsel for the plaintiffs that the 2nd plaintiff was made to sign in the Deed of Compromise while he was under judicial custody, by threatening him with dire consequences, including the prolonged period of imprisonment, if he fails to pay the money as demanded by the defendant. But, I find that the said Deed of Compromise was signed on 12.03.2012. After the 2nd plaintiff obtained bail, the father and brother of the 2nd plaintiff have applied for anticipatory bail before this Court by relying upon the same Deed of Compromise and obtained anticipatory bail by order dated 26.3.2013 and 03.04.2013. The present suit was filed on 08.04.2013 i.e., after the father and brother of the 2nd plaintiff obtained anticipatory. But, till filling of the present suit, there was no complaint by the plaintiffs that the Deed of Compromise was obtained by coercion. Had the Deed of Compromise been obtained from a person under coercion, in normal course it is expected that the concerned shall either move the Court or Police authorities for proper action. In the instant case, no such action has been taken by the plaintiffs; but, straightaway the present suit has been filed by the plaintiffs seeking declaration that the Deed of Compromise is null and void. Since the Deed of Compromise was obtained while the 2nd plaintiff was in judicial custody, that itself is not sufficient to come to a conclusion that the Deed of Compromise was obtained under coersion and threat. To prove the threat/coercion, some more evidences is required, which is lacking in this case. Further more, in the instant case, the Deed of Compromise was signed only in the presence of the Jail Superintendent, which is not in violation of any law. Further, the factual aspects of this Court would show that the father and brother of the 2nd plaintiff relied upon the Deed of Compromise dated 12.03.2013 to get anticipatory bail from this Court, stating that the matter was compromised between the parties. Once the said document was relied upon for their benefit, now they cannot turn back and say that the said Deed of Compromise was obtained under coercion and threat. In this regard, it would be appropriate to extract Section 27 of the Specific Relief Act- “Section 27. Once the said document was relied upon for their benefit, now they cannot turn back and say that the said Deed of Compromise was obtained under coercion and threat. In this regard, it would be appropriate to extract Section 27 of the Specific Relief Act- “Section 27. When rescission may be adjudged or refused- (1) Any person interested in a contract may sue to have it rescinded, and such rescission may be adjudged by the court in any of the following cases namely:- (a) Where the contract is void able or terminable by the plaintiff, (b) Where the contract is unlawful for causes not, apparent on its face and the defendant is more to blame than the plaintiff. (2) Notwithstanding anything contained in subsection (1), the court may refuse to rescind the contract- (a) Where the plaintiff has expressly or impliedly ratified the contract; or (b) Where, owing to the change of circumstances which has taken place since the making of the contract (not being due to any act of the defendant himself), the parties cannot be substantially restored to the position in which they stood when the contract was made; or (c) Where third parties have, during the subsistence of the contract, acquired rights in good faith without notice and for value; or (d) Where only a part of the contract is sought to be rescinded and such part is not severable from the rest of the contract. Explanation: In this section “contract”, in relation to the territories to which the Transfer of Property Act, 1882, does not extend, means a contract in writing. Subsection (2)(a) to Section 27 of the Act would clearly say that the Court may refuse to rescind the contract if the plaintiff has expressly or impliedly ratified the contract. When that being the legal position, at this stage, the plaintiff and his family members, who had relied upon the Deed of Compromise in the Court of law to get bail, cannot say that the defendant has obtained the Deed of Compromise under coercion and threat. 19. Similarly, it is yet another submission of the learned counsel for the plaintiffs that the wordings envisaged in Clause 7 of the Deed of Compromise would amount to coercion. 19. Similarly, it is yet another submission of the learned counsel for the plaintiffs that the wordings envisaged in Clause 7 of the Deed of Compromise would amount to coercion. But, a reading of Clause 7 of the Deed of Compromise would show that if any of the conditions agreed upon is not honoured by the plaintiffs that would amount to cheating, fraud, breach of trust and the defendant is entitled to cancel the bail granted to the 2nd plaintiff. In my considered opinion, the Clause 7 of Deed of Compromise speaks only about the right of the defendant to move the Court to cancel the bail granted to the 2nd plaintiff, for which right the defendant is entitled under law. Hence, the wordings envisaged under Clause 7 of Deed of Compromise would not amount to coercion or threat. Hence, I am not inclined to accept the submission made by the learned counsel for the plaintiffs that the wordings found in Clause 7 of the Deed of Compromise would amount to coercion or threat. 20. It is next fold of submission of the learned counsel for the plaintiffs that under the Deed of Compromise, it was agreed by the defendant to say no objection for the bail application filed by the 2nd plaintiff in respect of the complaint lodged by the defendant for non-compoundable offence and also further agreed to withdraw the criminal complaint, the proceedings under Section 138 of NI Act and other legal proceedings initiated by the defendant against the plaintiffs, on settlement of entire amount of Rs.10 crores. Hence, according to the learned counsel for the plaintiffs, agreeing for the withdrawal of non-compoundable offence under agreement for settling the claim of a party is totally opposed to public policy and hit by Section 23 of the Contract Act. In support of this contention, the learned counsel for the plaintiffs has also relied upon number of judgments. But, the Judgment delivered by a Five Judges Bench of the Hon'ble Supreme Court in the case of Union Carbide Corporation Etc., Vs. Union of India etc reported in AIR 1992 SC 248 (1) gives a fitting answer to this issue. The relevant portions in the said judgment are as follows – “55. But, the Judgment delivered by a Five Judges Bench of the Hon'ble Supreme Court in the case of Union Carbide Corporation Etc., Vs. Union of India etc reported in AIR 1992 SC 248 (1) gives a fitting answer to this issue. The relevant portions in the said judgment are as follows – “55. The main thrust of petitioners' argument of unlawfulness of consideration is that the dropping of criminal charges and undertaking to abstain from bringing criminal charges in future were part of the consideration for the offer of 470 million US dollars by the UCC and as the offences involved in the charges were of public nature and non-compoundable, the consideration for the agreement was stifling of prosecution and, therefore, unlawful. It is a settled proposition and of general application that where the criminal charges are matters of public concern there can be no diversion of the course of public justice and cannot be the subject matters of private bargain and compromise. 56. Shri Nariman urged that there were certain fundamental misconceptions about the scope of this doctrine of stifling of prosecution in the arguments of the petitioners. He submitted that the true principle was that while non-compoundable offences which are matter of public concern cannot be subject matter of private bargains and that administration of criminal justice should not be allowed to pass from the hands of Judges to private individuals, the doctrine is not attracted where side by side with criminal liability there was a pre-existing civil liability that was also settled and satisfied. The doctrine, he said, contemplates, invalidity based on the possibility of the element of coercion by private individuals for private gains taking advantages of the threat of criminal prosecution. The whole idea of applicability of this doctrine in this case becomes irrelevant having regard to the fact that the Union of India as Domimus Limits moved in the matter and that administration of criminal justice was not sought to be exploited by any private individual for private gains. Shri Nariman submitted that distinction between “motive” and “consideration” has been well recognised in distinguishing whether the doctrine is or is not attracted. ......... 61. More importantly, the distinction between the “motive” for entering into agreement and the “consideration” for the agreement must be kept clearly distinguished. Shri Nariman submitted that distinction between “motive” and “consideration” has been well recognised in distinguishing whether the doctrine is or is not attracted. ......... 61. More importantly, the distinction between the “motive” for entering into agreement and the “consideration” for the agreement must be kept clearly distinguished. Where dropping of the criminal proceedings is a motive for entering into the agreement – and not its consideration – the doctrine of stifling of prosecution is not attracted. Where there is also a pre-existing civil liability, the dropping of criminal proceedings need not necessarily be a consideration for the agreement to satisfy that liability. In Adhikanda Sahu Vs. Joji Sahu, AIR 1922 Patna 502, this distinction is pointed out: “The distinction between the motive for coming to an agreement and the actual consideration for the agreement must be kept carefully in view and this case must be particularly exercised in a case where there is a civil liability already existing, which is discharged or remitted by the agreement.” In Deb Kumar Ray Choudhary Vs. Anath Bandhu Sen, AIR 1931 Cal 421 it was mentioned: “A contract for payment of money in respect of which a criminal prosecution was permissible under the law, was not by itself opposed to public policy. .............the withdrawal of the prosecution in the case before us might have been the motive but not certainly the object or the consideration of the contract as evidenced by the bond in suit so as to render the agreement illegal. These decisions are based upon the facts of the cases showing clearly that the agreements or the contracts sought to be enforced were the foundation for the withdrawal of non-compoundable criminal cases and were declared to be unlawful on the ground of public polity wholly void in law and, therefore, unenforceable. This class of cases has no application, where, as in the present case, there was a pre-existing civil liability based upon adjustment of accounts between the parties concerned.” Again in Babu Harnarain Kapur Vs. Babu Ram Swarup Nigam, AIR 1941 Oudh 593 this distinction has been pointed out: “Though the motive of the execution of the document: may be the withdrawal of a non-compoundable criminal case, the consideration is quite legal, provided there is an enforceable pre-existing liability. Babu Ram Swarup Nigam, AIR 1941 Oudh 593 this distinction has been pointed out: “Though the motive of the execution of the document: may be the withdrawal of a non-compoundable criminal case, the consideration is quite legal, provided there is an enforceable pre-existing liability. In the Patna case it was observed that the distinction between the motive for coming to an agreement and the actual consideration for the agreement must be kept carefully in view and this care must be particularly exercised in a case where there is a civil liability already existing which is discharged or remitted by the agreement.” Finally, this Court in Ouseph Poula ( 1964 (7) SCR 745 ) at page 479 : ( AIR 1965 SC 166 at P.168) (supra) held that: “In dealing with such agreements, it is however, necessary to bear in mind the distinction between the motive which may operate in the mind of the complainant and the accused and which may indirectly be responsible for the agreement and the consideration for such an agreement. It is only where the agreement is supported by the prohibited consideration that it falls within the mischief of the principle, that agreements which intend to stifle criminal prosecution are invalid.” 62. On a consideration of the matter, we hold that the doctrine of stifling of prosecution is not attracted in the present case. In reaching this conclusion we do not put out of consideration that it is inconceivable that Union of India would, under the threat of a prosecution, coerce UCC to pay 470 million US dollars or any part thereof as consideration for stifling of the prosecution. In the context of the Union of India the plea lacks as much in reality as in a sense of proportion. 63. Accordingly on Contention (F) we hold that the settlement is not hit by Section 23 or 24 of the Indian Contract Act and that no part of the consideration for payment of 470 million US Dollars was unlawful.” From a reading of the above judgment, it could be seen that- (1) Only when criminal charges are matters of public concern, the same cannot be a subject matter of private bargain and compromise. (2) If the dropping of the criminal prosecution in respect of non-compoundable offence is a motive for entering into the compromise agreement, but the same has not been made as a consideration, then the doctrine of stifling of prosecution will not be attracted. (3) If there is a pre-existing civil liability, in those cases the dropping of criminal prosecution need not necessarily be a consideration. In the instant case, the agreement was entered into between the parties only to settle the preexisting liability. Therefore, certainly the dropping of the prosecution cannot be a consideration and it may be motive for entering into the agreement. Therefore, it cannot be said that the agreement entered into between the private parties for settling the pre-existing civil liability with a motive to withdraw the criminal compliant, is opposed to public policy. Therefore, the Judgments relied upon by the learned counsel for the plaintiffs wherein entering into an agreement for dropping of the criminal prosecution was made as a consideration, cannot be made applicable to the facts of the present case. 21. Further, one more reference could be place in the judgment reported in (2008)4 SCC 582 (Madan Mohan Abbot Vs. State of Punjab) wherein it has been held that when a dispute is purely a personal one between two contesting parties and when it arose out of extensive business dealings between them, then there is absolutely no public policy involved. The dictum laid down in the said judgment is squarely applicable to the present case. 22. Therefore, I am not inclined to accept the submissions made by the learned counsel for the plaintiffs. The interim prayers sought for the plaintiffs in the above applications cannot be granted. 23. For the foregoing reasons, Original Application No.252 of 2013 and Application No.2492 of 2013 are dismissed.