CPI INDIA I LTD Vs. BPTP LTD

JUDGEMENT

(1.) By this petition under Section 9 of the Arbitration and Conciliation Act, 1996 ('Act'), CPI India I Limited ('CPI'), a company organized under the laws of Mauritius and having its registered office address at Ebene in Mauritius, has sought interim reliefs against BPTP Ltd. ('BPTP') (Respondent No. 1), an Indian company, and twenty-four other Respondents in relation to the disputes that have arisen between CPI and the Respondents from the Share Subscription Agreement ('SSA') dated 10th August 2007; Shareholders' Agreement ('SHA') dated 10th August 2007 as further amended by the Amendment Agreement dated 9th July 2008 ('Agreement') and a Memorandum of Understanding ('MoU') dated 19th December 2009 entered into between CPI and the Respondents.

(2.) The background to the present petition is that the Respondents 2 and 3 are the Promoters of BPTP, Respondent No. 1. An SSA was entered into between CPI, Respondents 2 and 3 (referred to as 'Promoters'), BPTP (referred to as the "Company") as well as other existing shareholders of BPTP whose names were listed out in Schedule-I to the Agreement (and who are arrayed as Respondents 4 to 25 in this petition). In the SSA, CPI was described as "a property investor desirous of making investments in the Indian real estate sector. " The recitals to the SSA stated that the Promoters who are engaged in the business of real estate construction and development, along with the other existing shareholders, collectively held 100% of the issued share capital of BPTP, "a real estate development company engaged in residential and commercial real estate development projects". The current real estate projects of BPTP were set out in Schedule-II of the SSA.

(3.) The SSA stated that the Promoters as well as BPTP represented to CPI that BPTP would make its best efforts to complete the listing of its shares under qualified and initial public offer ('QIPO') within twenty-four months of the Closing Date as defined in Clause 5.1 of the SSA, i. e. , 18th August 2007. CPI subscribed to 13,551,971 Equity Shares for the sum of Rs. 300 crores and 22,500,000 Preference Shares for a total amount of Rs. 22.50 crores.