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2010 Supreme(Bom) 1257

R.Y.GANOO
IND Synergy – Appellant
Versus
Clearwater Capital Partners Singapore – Respondent


Advocates appeared:
For the Plaintiffs:I.M. Chagla, Sr. Counsel with Y.A. Khanwilkar with S.V. Doijode, Falgune Thakkar and Rishir Daulat i/by Doijode & Associates, Advocates.
For the Defendants:Virag Tulzapurkar, Sr. Counsel and Jayesh Mistry i/by RMG Law Associates, Advocates.

JUDGMENT:

1. Before I deal with this motion, few facts are required to be stated as to under what circumstances this notice of motion is filed. Plaintiff no.1 are engaged in extraction of Iron Ore and plaintiff nos. 2 to 9 are its promoters. Defendant nos. 1 and 2 are the companies who invest monies in special circumstances and distressed or otherwise undervalued assets and securities. Plaintiff no.1, plaintiff nos. 2 to 9 and defendant no.1 entered into an agreement titled as Subscription Agreement for Sale of fully convertible debentures of plaintiff no.1. On the very day i.e. on 11th March, 2008, another agreement was entered into between same parties to regulate the relationship between them about the management of the company. The said agreement is titled as Shareholders’ Agreement. As per the aforesaid agreements, plaintiff no.1 were to extract ore to the tune of 1 million tonnes between 1st April 2009 to 31st March, 2010 and upon failure of plaintiff no.1 to do so, defendant no.1 was entitled to have the benefit of put option as per clause 9.8.1 of shareholders’ agreement.

2. After the allotment of fully convertible debentures of plaintiff no.1, as per shareholders’ agreeme










































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