GRASIM INDUSTRIES LIMITED Vs. JAYASHREE CHEMICALS LIMITED

JUDGEMENT

(1.) This is a petition under Sec. 11 (6) of the Arbitration and Conciliation Act, 1996 ('Act'), seeking the appointment of an Arbitrator to adjudicate the disputes between the Petitioner Grasim Industries Limited (GIL) and the Opposite Party Jayashree Chemicals Limited (JCL) arising out of a Business Transfer Agreement (BTA) dtd. 8/9/2014 along with its amendment.

(2.) The background facts are that in terms of the above BTA that stood amended on 8/9/2015, the predecessor in interest of GIL, Aditya Birla Chemicals (India) Limited (ABCIL) purchased the business undertaking of JCL on "as is where is" basis, as a going concern by way of a slump sale. The agreements contained covenants, representations, warranties and indemnities. ABCIL was merged with GIL with effect from 4/1/2016 by an order dtd. 24/11/2015 passed by the High Court of Jharkhand.All assets, liabilities, interests, titles, claims, etc. including the above business undertaking are stated to have merged and become part of GIL. For all purposes, including the BTA, GIL stepped into the shoes of ABCIL.

(3.) Clause 13 of the BTA, which provides for the seller JCL indemnifying the buyer, i.e. GIL, reads as under -