BPTP LIMITED Vs. CPI INDIA LIMITED

JUDGEMENT

(1.) THE above captioned appeal along with connected appeals, FAO (OS) No.538/2012 & FAO (OS) No.508/2012 were disposed of by a Division Bench of this Court on November 09, 2012. The two applications above numbered seek a clarification/modification/ direction of (with respect to) the said order dated November 09, 2012.

(2.) THE prayer made in CM No.10417/2013 is as under:

(3.) CPI India Ltd., the appellant of FAO(OS) No.538/2012, which has been impleaded as the first respondent in the above captioned appeal filed by BPTP Ltd. had filed a petition under Section 9 of the Arbitration and Conciliation Act 1996 impleading 25 respondents, 3 of which were BPTP Ltd. (the appellant of FAO (OS) 507/2012) and its directors Kabul Chawla and Anjali Chawla. The other 22 respondents were companies stated to be affiliates of BPTP Ltd. It was the case of CPI Ltd. that, relying upon representations and warranties made by Kabul Chawla, it had invested Rs.322.5 crores in BPTP Ltd. by subscribing to 13,551,971 equity shares as well as 22,500,000 Compulsorily Convertible Preference shares on the terms set out in the Share Subscription Agreement dated August 10, 2007 (SSA), and as on the date of the petition, it held 5.67% of the Paid Up Capital of BPTP Ltd. It was asserted that the rights are further governed by a Memorandum of Understanding (MOU) dated December 19, 2009. The dispute projected was that on the respondents failing to achieve the Qualified Initial Public Offering by July 08, 2011, a requirement under clause 4 and 10 of the MOU dated December 19, 2009, followed by unauthorized debts being raised, CPI India was entitled to the remedies of the Swap Option rights or under the Put Option or to enforce the right under clause 10 of the MOU; as per which the eight projects listed in Schedule A to the Agreement had to be executed by putting the money generated in an escrow account and share of CPI India in the profits generated would be as listed in Schedule A. It needs to be highlighted that CPI 's share in the profits range between 50% to 58%. Grievance made was that out of the 8 projects, BPTP Ltd. and its directors had commenced unilateral development and booking pertaining to project 'M ' at Faridabad and project 'A ' at Gurgaon.