The main legal point established in this judgment is the interpretation of the arbitration agreement and the determination of whether the disputes arising from the Share Purchase Agreement are amenable to arbitration under the Arbitration and Conciliation Act, 1996.

JUDGMENT

N.J.Jamadar, J. - This is an application under Section 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 dated 29th June, 2017.

2. The background facts leading to this application can be stated as under :

The Petitioner is a Company registered under the Companies act, 1956. Jalore Jaswantpura BOT Project Private Limited (the 'JJBP' Company) is a private limited company. The 'JJBP' is engaged in, interalia, the business of construction of highways and roads. The Petitioner, Mr. Sandip Hirani and Mr. Suresh Hirani are the 100% shareholders of the JJBP Company. The Petitioner holds 5100 shares of the face value of Rs.10/- each. Mr. Sandeep Hirani holds 3,675/- shares. Mr. Suresh Hirani holds 1,275/- shares. Mr. Sandeep Hirani and Mr. Suresh Hirani are also the directors of JJBP Company. The Respondent No.2 is the wife of Respondent No.1.

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 29th June, 2017 interalia provided that the Respondents would purchase 10000 shares of the Sellers for an amount of Rs.43,00,000/-calculated at Rs.430/- 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/-. 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/- to the Petitioner Company to enable them to pay all the liabilities other than those mentioned in the Schedule III.

4. The Share Purchase agreement further provided that in case the Sellers failed to obtain an extension of the Concession agreement dated 9th February, 2012 between the Governor of Rajasthan and the JJBP Company upto 30th January, 2029 within six months of the execution of the Share Purchase agreement or the extended time as may be mutually decided between the parties, the Petitioner Company (frst Seller) shall issue a credit note for the sum of Rs.5,00,00,000/- to the JJBP Company, and reduce its outstanding by the said sum of Rs.5,00,00,000/- and also pay the Respondent No.1 Purchaser No.1 a sum of Rs.1,80,00,000/-. For the said purpose, the frst Seller had handed over the post dated cheque payable on 23rd December, 2017 in favour of the Purchaser No.1. The Share Purchase agreement contained a mechanism for resolution of the disputes through arbitration.

5. The Petitioner asserts that the Respondents entered into a fnancial arrangement with Reliance Commercial Finance Limited (RCFL) and executed a letter of continuing guarantee with RCFL to grant to the said JJBP Company a rupee term loan to the extent of Rs.45,00,00,000/- for the acquisition of BOT toll project. The Respondents have, however, not cleared the entire liability in terms of the Share Purchase agreement. The Petitioner Company has received only a sum of Rs.32,93,52,150/- towards the agreed amount. Since the Petitioner Company could not obtain the extension in terms of the sub-clause (b) and (c) of Clause 3 of the Share Purchase agreement, even if a sum of Rs.6,80,00,000/- is withheld on the said count, the Respondents owe a sum of Rs.17,32,47,850/- to the Petitioner. Hence, the Petitioner initially addressed Notices dated 24th May, 2019 and 16th July, 2019 calling upon the