Judgment :

GANGULY, J.

1. Leave granted.

2. The judgment and order dated 19th February, 2010 of the Division Bench of the High Court of Andhra Pradesh in Civil Revision No.5712/2009 has been impugned in this appeal.

3. The material facts which are required to be considered to resolve the controversy in this appeal, are as follows.

4. The appellant, Venture Global Engineering, having its principal office in Michigan, USA, entered into a Shareholders Agreement and a Joint Venture Agreement on 20th October, 1999 with the first respondent, for establishing a company called Satyam Venture Engineering Services (hereinafter, "the second respondent"). As per the terms of the agreement, the appellant and the first respondent each held 50 per cent shareholding in the second respondent.

5. Article VIII of the Shareholders Agreement contemplates certain `events of default', and in the event of default, non-defaulting shareholder has the option to purchase the defaulter's shares at book value or cause immediate dissolution and liquidation of the second respondent.

6. In the year 2000, the second respondent entered into an agreement with TRW, a manufacturer and supplier of automotive equipments,