(1.) The appellants, under Sec. 37 of the Arbitration and Conciliation Act, question the order of a learned single judge under Sec. 9, directing them to deposit Rs. 579 crores in court. The respondents to this appeal moved the applications (hereafter referred to as "the petitioners").
(2.) The petitioners were the shareholders of SpiceJet, the original first respondent (hereafter called "the company" or "SpiceJet") owning 35,04,28, 758 equity shares, constituting 58.46% of the share capital of which 26,73,70,826 Equity Shares were free from all encumbrances and 8,30,57,932 equity shares were encumbered with different lenders. In 2013-2015, SpiceJet faced acute financial crisis that caused it difficulties in maintenance of its fleet, staff and operational integrity. The petitioners wished to revive the company and bring it back to the path of financial health. By a Loan Agreement dated 18.12.2013 (hereinafter "First Agreement"), Rs. 75,00,00,000.00 (Rupees Seventy Five Crores only) was given by the petitioner to the company. This amount was later reduced by another agreement (dated 07.11.2014) by which parties agreed to reduce the amount of Rs. 10,40,83,830.00 (Rupees ten crore forty lakh eighty three thousand eight hundred and thirty only) from the loan amount provided under the First Agreement and utilize that sum towards the payment of exercise of option attached to 1,91,69,000 warrants issued on preferential basis to the Petitioner by the company. Accordingly, the outstanding loan amount under the First Agreement stood at Rs. 64,59,16,170.00 (Sixty Four Crore Fifty Nine Lakh Sixteen Thousand One Hundred and Seventy only). Later, another loan of Rs. 1,14,00,00,000.00 (Rupees One Hundred and Fourteen Crores only) was given by the petitioner to the company by loan Agreement dated 21.11.2014 (hereinafter "Second Agreement").
(3.) Through a Board of Directors resolution of the company on 21.08.2014 the warrants were to be issued "in accordance with Regulation 76 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 .." (hereafter "SEBI Disclosure Regulations"). As a result, the company applied to the Bombay Stock Exchange (BSE). The company was still under the control and management of the Petitioner and KAL Airways Private Limited. The general meeting of the company had approved the issuance of the warrants at a conversion price of Rs. 16.30 per Equity Share. The resolution also recorded that the issuance of Warrants would be in accordance with the SEBI Disclosure regulations. On 15.01.2015 the company presented a scheme to the Ministry of Civil Aviation for transferring of shares from the Petitioner and KAL Airways Private Ltd.(hereinafter "KAL") to the appellant. On 22.01.2015 the Civil Aviation ministry approved the scheme of reconstruction and revival for takeover of the ownership, management and control of SpiceJet Ltd (hereafter "the Scheme").