SATYAJIT SINGH MAJITHIA Vs. GURMEHER SINGH MAJITHIA

JUDGEMENT

(1.) OMP No. 951 of 2011 under Section 9 of the Arbitration and Conciliation Act, 1996 ('Act') and CS (OS) No. 277 of 2012 arise out of the same set of facts and are being disposed of by this common judgment. Background facts

(2.) THE Petitioner in OMP No. 951 of 2011, Clearwater Capital Partners (Cyprus) Limited ('CCPCL'), is a company incorporated in Cyprus. It entered into a Share Subscription Agreement ('SSA') and a Shareholder's Agreement ('SHA'), both dated 11th December 2005, with Respondent Nos. 1 to 6, all residents of New Delhi and promoters and shareholders of Saraya Industries Limited ('SIL'), a company incorporated in India under the Companies Act, 1956 ('CA'). Respondent Nos. 1 to 6 own 72.5% of total issued equity share capital of SIL and are in control of its management and day-to-day affairs. By virtue of the SSA and SHA CCPCL was issued 11,13,800 shares of SIL resulting in the CCPCL holding 26% of the total issued equity share capital of SIL. However, the management and day-to- day affairs of SIL continued to be with Respondents 1 to 6.

(3.) IT is stated by CCPCL that Respondent Nos. 1 to 6 had not provided CCPCL with an exit in relation to its investment and since the exercise period specified in the amended SHA was expiring, CCPCL issued a Put Notice to Respondent Nos. 1 to 6 on 7th December 2011 calling them to confirm in writing to CCPCL within a period of seven days from the date of receipt of Put Notice that the Put Option exercise price (as specified in the amended SHA) would be deposited in a bank account held by CCPCL within 60 days. The Put Notice further provided that on deposit of the said amount, CCPCL would deliver 4,28,384 shares held by CCPCL in SIL. IT is stated that the Put Notice was received by Respondent Nos. 1 to 6 on 8th December 2011 and also through speed post on 9th December 2011.