PRYSMIAN CAVI E SISTEMI Vs. VIJAY KARIA

JUDGEMENT

(1.) By this petition, the petitioner corporation registered under the laws of Italy seeks enforcement of a foreign award. The brief facts leading to the filing of the present petition are as follows:

(2.) The petitioner is engaged in manufacture of cables and systems for energy and telecommunications. The petitioner entered into Joint Venture Agreement (JVA) dated 19 th January, 2010 whereby it became entitled to and holds 51% of shareholding of Indian Company Ravin Cables Limited ("Ravin"). One Vijay Karia ("Karia")respondent no.1 alone represents the existing shareholders of Ravin. It is stated that all existing shareholders were represented by Mr.Karia who was empowered by powers of attorney stated to be coupled with interest and which were at all times valid and subsisting. One of the two erstwhile shareholders P. M. Karia and Asha P. Karia expired and their estate is said to be represented by the First respondent to the extent it concerns shareholding in Ravin. The shares said to have been held by late P. M. Karia are said to be presently under the control of respondent no.1 and the shares held by late Asha Karia were transferred to Paresh J. Karia-respondent no.16 who has constituted respondent no.1 as his attorney. Thus, the respondents hold 49% of the shareholding of Ravin. Negotiations in respect of the JV Agreement are believed to have commenced in 2008.

(3.) In essence the petitioner was to hold 51% shares by way of subscription and transfer of shares of an existing shareholders for achieving 51% shareholding. The petitioner is believed to have paid Euro 5 million to the promoters as 'Control Premium' as a result of which the petitioner would be entitled to manage and control Ravin by appointing three Directors on board and also appoint a Chief Executive Officer in due course. Mr. Vijay Karia was to continue as the Chairman and Managing Director. All the other shareholders were to be treated as one party, represented by the said Karia. On completion of integration period, Vijay Karia would cease to be involved in day to day management of the company and his involvement was to be restricted to internal audit, strategy and business development. Thus, during the integration period, Vijay Karia was to be available for ensuring a smooth transition. Clause 8 of the JVA set out the purpose and the objects. The intention being to conduct the business of the company in the best interests of the company and in accordance with sound professional and commercial principles. The shareholders were to cooperate with the other parties and with the company and shall use its respective best efforts to ensure the success of the company with special focus in the industrial special energy cables and high voltage energy cables markets.