D.K.INFRASTRUCTURE PVT. LTD Vs. KISHORE AGARWAL

JUDGEMENT

(1.) This is an Application under Sec. 11 of the Arbitration and Conciliation Act, 1996 ('the Act) to appoint an Arbitrator to arbitrate the disputes between the Petitioner and the Respondents which purportedly have arisen out of the Share Purchase Agreement dtd. 29/6/2017.

(2.) The background facts leading to this Application can be stated as under :

(3.) The Respondents had entered into a Share Purchase Agreement with the Petitioner and Mr. Sandeep Hirani and Mr. Suresh Hirani (the Sellers), to purchase the entire shareholding i.e. 10,000 equity shares of JJBP Company. The agreement dated 29 th June, 2017 interalia provided that the Respondents would purchase 10000 shares of the Sellers for an amount of Rs.43,00,000.00 calculated at Rs.430.00 per equity share. The Respondent No.1 had, in turn, agreed to purchase 51000 equity shares from the Petitioner Company (the frst seller) and the Respondent No.2 had agreed to purchase 3675 equity shares from Shri Sandip Hirani (the second seller) and 1225 equity shares from Shri Suresh Hirani (the third seller). In addition, the purchasers had agreed to discharge the liabilities of the JJBP Company to the lenders of the JJBP Company as enumerated in Schedule III under the title 'Outstanding Creditors', to the tune of Rs.55,63,00,000.00. The rest of the outstanding payments were to be made by the JJBP Company and sellers. For which, the purchasers had already made a payment of Rs.1,00,00,000.00 to the Petitioner Company to enable them to pay all the liabilities other than those mentioned in the Schedule III.