JUDGMENT : Narendra Singh Dhaddha, J. 1. The instant appeals have arisen out of the order dated 30.03.2024 passed by Additional District Judge No.1, Alwar in Civil Misc. Application No.06/24 (37/23) titled as “Vikas Lifecare Ltd. Vs. M/s Cupid Ltd. & Ors.”, whereby the application filed by respondent No.1-plaintiff-applicant- Vikas Lifecare Ltd. (for short ‘the applicant’) under Order 39 Rule 1 & 2 CPC has been partly allowed against the appellants-defendant Nos.1 to 3-non-applicants (for short ‘the non-applicants’). Being aggrieved thereby, S.B. CMA No.1678/2024 has been filed by the non-applicant No.1-Om Prakash Garg and non-applicant No.2-Veena Garg, whereas S.B. CMA No.1679/2024 has been filed by the non-applicant- M/s Cupid Limited. 2. S.B. Civil Miscellaneous Appeal No. 1678/2024:- Learned Senior counsel for the non-applicants submits that the trial court wrongly allowed the temporary injunction application filed by the applicant, whereas applicant neither had a prima facie case nor balance of convenience in its favour. Learned Senior counsel for the non-applicants also submits that trial court had erred in considering the Non-disclosure Agreement (NDA) dated 16.05.2022 entered into between the parties. Learned Senior counsel for the non-applicants also submits that NDA is an agreement for maintaining confidentiality between the parties in respect of exploring the possibility of transaction. As per clause 7.1, the said agreement was expired on 15.11.2022 i.e. after 6 months from the date of its execution. So, after said date, NDA was not executable. Learned Senior counsel for the non-applicants also submits that as per NDA, if any dispute would arise out of the said agreement, then exclusive jurisdiction of court will be at Mumbai but applicant wrongly invoked the court’s jurisdiction at Alwar. Learned Senior counsel for the non-applicants also submits that the trial court had erred in considering as if the valid contract had been entered into between the parties. Learned Senior counsel for the non-applicants also submits that Share Purchase Agreement (SPA) was suggested by non-applicant No.1 with certain amendments. So, it cannot be inferred that valid contract was executed. 3. Learned Senior counsel for the non-applicants also submits that it is an admitted position that no money was transferred by the applicant during the negotiation or till filing of the suit. Cheques mentioned in the plaint as well as temporary injunction application were never encashed. 4. So, it cannot be inferred that valid contract was executed. 3. Learned Senior counsel for the non-applicants also submits that it is an admitted position that no money was transferred by the applicant during the negotiation or till filing of the suit. Cheques mentioned in the plaint as well as temporary injunction application were never encashed. 4. Learned Senior counsel for the non-applicants also submits that the non-applicants had sold their shares to Columbia Petrochem Private Limited and Shri Aditya Halwasia on 08.09.2023 and shares were transferred in their name. The non applicants had resigned from the post of Director of M/s Cupid Limited and they had no relation with the Company. 5. Learned Senior counsel for the non-applicants also submits that the applicant took the matter before SEBI but no illegality was found there because no fraud was committed by the non-applicants. 6. Learned Senior counsel for the non-applicants also submits that the trial court wrongly came to the conclusion that valid contract was executed between the parties. Learned Senior counsel for the non-applicants also submits that the trial court had committed error in relying on E-mail transactions because they did not bear digital signatures. So, presumption of Sections 85 (a) and 85 (b) of Evidence Act cannot be drawn. 7. Learned Senior counsel for the non-applicants also submits that the trial court wrongly ordered for furnishing the bank guarantee of any nationalized bank for 59,81,036 shares @ Rs.250/- per share before the trial court. Learned Senior counsel for the non-applicants also submits that shares have already been sold to 3rd party. Therefore, the applicant has only remedy to get compensation in lieu thereof. 8. Learned Senior counsel for the non-applicants also submits that the trial court had committed error in not directing the applicant for furnishing the bank guarantee regarding shares which were to be purchased by him because as a matter of equity, the applicant is also required to furnish the bank guarantee of the shares’ value to show readiness and willingness of the contract. So, appeal filed by the non-applicants be allowed and order of the trial court be modified accordingly. 9. So, appeal filed by the non-applicants be allowed and order of the trial court be modified accordingly. 9. S.B. Civil Miscellaneous Appeal No. 1679/2024:- Learned Senior counsel for the non-applicant-M/s Cupid Limited has adopted the arguments advanced by learned Senior counsel for the non-applicants- Om Prakash Garg and Veena Garg in S.B. Civil Miscellaneous Appeal No.1678/2024 and submits that no agreement or contract was executed with M/s Cupid Ltd. The said agreement was executed between Om Prakash Garg and Veena Garg. They had resigned from the post held by them in M/s Cupid Ltd. Learned Senior counsel for the non-applicant also submits that the applicant had wrongly invoked the jurisdiction of the Court at Alwar. As per NDA, if any conflict would arise between the parties, then jurisdiction will be at Mumbai. Learned Senior counsel for the non-applicant also submits that no cheque or part payment was made to M/s Cupid Ltd. As per contention of applicant, cheques were given to Om Prakash Garg and Veena Garg but said cheques were not encashed. Learned Senior counsel for the non-applicant also submits that E-mail transaction does not bear the digital signature. So, authenticity of the E-mail cannot be presumed. Learned Senior counsel for the non-applicant also submits that the trial court has wrongly drawn the presumption under Sections 85(a) and 85(b) of Evidence Act. Learned Senior counsel for the non-applicant also submits that prior to filing the suit, shares were transferred to 3rd party. So, relief sought by the applicant has virtually become infructuous. Only remedy left to the applicant is to get compensation in lieu thereof. So, order of the trial court is required to be set aside. 10. Learned Senior counsel for the non-applicant has placed reliance upon the judgment of Hon’ble Apex Court in the case of Asma Lateef & Anr. Vs. Shabbir Ahmad & Ors. reported in 2024 SCC Online SC 42. 11. Learned Senior counsel for the applicant has opposed the arguments advanced by learned Senior counsel for the non-applicants and submits that the trial court has rightly allowed the temporary injunction application filed by applicant because several meetings were conducted between the parties by physical as well as virtual mode between March, 2022 to October, 2022. 11. Learned Senior counsel for the applicant has opposed the arguments advanced by learned Senior counsel for the non-applicants and submits that the trial court has rightly allowed the temporary injunction application filed by applicant because several meetings were conducted between the parties by physical as well as virtual mode between March, 2022 to October, 2022. Non-applicant No.1-Om Prakash Garg was Managing Director of M/s Cupid Ltd. and non-applicant No.2-Veena Garg was Director of M/s Cupid Ltd. They had authority to sell their shares and they had offered and sold their 59,81,036 shares @ Rs.250/- per share. NDA as well as SPA was executed between the parties. Non-applicant No.1-Om Prakash Garg had sent proposed agreement with three amendments to applicant. After that, applicant gave his consent regarding proposal of the non-applicant No.1. So, the trial court rightly came to the conclusion that valid contract was executed between the parties but on 12.10.2022 non-applicant No.1 sent an E-mail at 2:56 PM that he did not want to continue the contract which was not permissible as per law because proposal of the non-applicant No.1 was accepted by the applicant. 12. Learned Senior counsel for the applicant also submits that non-applicants had sold the shares wrongly to the 3rd party to frustrate the agreement/contract executed between them and also submits that they also concealed the fact that they had executed the agreement/contract with applicant. 13. Learned Senior counsel for the applicant also submits that at this stage mini trial cannot be held. So, the trial court rightly ordered to furnish the bank guarantee of shares’ value. So, present appeals being devoid of merit, are liable to be dismissed. 14. Learned Senior counsel for the applicant has placed reliance upon the following judgments : (1) Aloka Bose Vs. Parmatma Devi & Ors. reported in (2009) 2 SCC 582 ; (2) Pradesh Limited & Ors. Vs. GMR Vemagiri Power Generation Limited & Anr. reported in (2018) 3 SCC 716 ; (3) Mangala Waman Karandikar (Dead) through LR Vs. Prakash Damodar Ranade reported in (2021) 6 SCC 139 ; (4) Anand Prasad Agarwalla Vs. Tarkeshwar Prasad & Ors. reported in (2001) 5 SCC 568 ; (5) Neon Laboratories Limited Vs. Medical Technologies Limited & Ors. reported in (2016) 2 SCC 672 ; (6) Shyam Sel and Power Limited & Anr. Vs. Prakash Damodar Ranade reported in (2021) 6 SCC 139 ; (4) Anand Prasad Agarwalla Vs. Tarkeshwar Prasad & Ors. reported in (2001) 5 SCC 568 ; (5) Neon Laboratories Limited Vs. Medical Technologies Limited & Ors. reported in (2016) 2 SCC 672 ; (6) Shyam Sel and Power Limited & Anr. Vs. Shyam Steel Industries Limited reported in (2013) 1 SCC 634; (7) Narendra Singh Rajawat & Ors. Vs. Thakur Mohan Singh Kanota & Ors. in S.B. Civil Misc. Appeal No.183;259/2002 decided on 12.02.2002; (8) M/s Toyal Bros Vs. Gram Panchayat Chichorwari in S.B. Civil Revision Petition No.583/1983 decided on 19.07.1988 and (9) Peer Gulam Naseer VS. Peer Gulam Jelance in S.B. Civil Revision Petition No.657/1986 decided on 28.10.1988. 15. I have considered the arguments advanced by learned Senior counsel for the non-applicants as well as learned Senior counsel for the applicant and perused the impugned order. 16. It is an admitted position that several meetings were conducted between the parties by physical as well as virtual mode between March, 2022 to October, 2022 regarding selling of the shares of M/s Cupid Limited. It is also admitted position that non-applicant No.1-Om Prakash Garg was Managing Director of M/s Cupid Limited and non-applicant No.2-Veena Garg was Director of M/s Cupid Limited. Contention of learned Senior counsel for the non-applicants that no agreement or contract was executed between M/s Cupid Limited and applicant is not correct because M/s Cupid Limited is governed/controlled by the non-applicant No.1-Om Prakash Garg and non-applicant No.2-Veena Garg and they had acted on behalf of Company and offered to sell their shares. After executing the NDA, parties proceeded for Share Purchase Agreement. Non-applicant No.1-Om Prakash Garg had proposed the Share Purchase Agreement with three amendments. That was accepted by applicant by E-mail. So, in my considered opinion, the trial court rightly came to the conclusion that valid contract was entered into between the parties. After that, non-applicants had no authority to withdraw it. Genuineness and authenticity of the E-mail and various documents were not challenged. Contention of the non-applicants are not genuine. So, in my considered opinion, the trial court had not committed any error in drawing the presumption of Sections 85(a) and 85(b) of Evidence Act. The non-applicants had also concealed the fact while selling the share to the 3rd party that there was an agreement between applicant and them. Contention of the non-applicants are not genuine. So, in my considered opinion, the trial court had not committed any error in drawing the presumption of Sections 85(a) and 85(b) of Evidence Act. The non-applicants had also concealed the fact while selling the share to the 3rd party that there was an agreement between applicant and them. Share transfer application is pending before SEBI for approval. 17. In my considered opinion, the trial court while adjudicating the temporary injunction application had not read point No.5.1 of NDA in right perspective and not granted equitable relief to both the parties. To grant equitable relief, trial court had to direct the applicant also to furnish the bank guarantee of shares value i.e. 250/- per share of 59,81,036 shares before the trial court because applicant was ready and willing to purchase these shares. So, present appeals being devoid of merit, are liable to be dismissed. 18. These appeals filed by the non-applicants are dismissed. 19. Applicant is directed to furnish the bank guarantee of any nationalized bank before the trial court of share value i.e. 250/- per share of 59,81,036 shares. 20. Pending application(s), if any, stand(s) dismissed.