JUDGMENT :

Ravi Krishan Kapur, J.

1. This is an application under Section 9 of the Arbitration and Conciliation Act, 1996. The disputes between the parties arise out of a Share Purchase Agreement dated 30 October 2020 as amended on 20 November, 2020 and 4 March, 2021 respectively (SPA).

2. Briefly, the petitioner is a company incorporated under the laws of Delaware, USA and is a wholly owned direct subsidiary of Uphealth Inc. Uphealth Inc is a public company listed on the New York Stock Exchange. The petitioner is carrying on business inter alia of providing health care treatment. The respondent is incorporated under the provisions of the Companies Act, 1956 and provides technology enabled healthcare services.

3. By the SPA, the petitioner undertook to become the single largest shareholder of the respondent no.1 company. It is alleged that pursuant to the SPA and in terms thereof, the petitioner has paid the respondent, a sum of approximately USD 174.5 million (equivalent to Rs.2100 crores) which comprises of a substantial portion in cash and the balance by way of shares in the petitioner’s parent company Uphealth Inc. It is also alleged that portion of the aforesaid amount had been paid by the petitioner to repay the debts of the respondents.

4. The SPA contains reciprocal obligations on both parties whereby the petitioner was to eventually become the single largest shareholder and ultimately have 100% ownership of the respondent no.1 company and the respondent no.1 would become an indirect subsidiary of the UPH. In this connection, Clause 10.2 of the SPA provides as follows :

“All Parties agree that the commercial intent is through the transactions contemplated by the SPA the Acquirer shall eventually own 100% of the Target Share Capital. To that end, the Promoter and Option Sellers shall cooperate with the Acquirer to increase the Acquirer’s ownership in the Target after the IR Cash Closing Date in a form and manner acceptable to the Acquirer.”

5. The SPA also contemplated that the financial statements of the respondent no.1 would ultimately have to be consolidated and reflected in the financial statements of Uphealth Inc. It is contended that the respondents have in breach of their obligations under the SPA, failed to provide the petitioner with any access to the financial statements of the respondent no.1 which has caused delay in UPH filing their consolidated financial statements.

6. It is also contended that after transfer of the last tranche of monies to the respondents, the respondents have sought to renege from their obligations under the SPA and have filed diverse proceedings against the petitioner with the oblique and ulterior aim of defeating the rights of the petitioner under the SPA. In particular, the respondents have filed a criminal complaint dated 14 September, 2022 with the Commissioner of Bidhannagar Police, a separate complaint registered with the Technocity Police Station dated 15 October, 2022, an application being CP No.298 of 2022 before the National Company Law Tribunal, Kolkata Bench and a Title Suit before the Learned Commercial Court at Rajarhat being Suit No.19 of 2022.

7. Pursuant to the aforesaid, the petitioner had been compelled to invoke the arbitration clause contained in the SPA and also file an application dated 25 October, 2022 before the Emergency Arbitrator. By an order dated 16 November, 2022 the Emergency Arbitrator held as follows :

a. Declares that the Emergency Arbitrator has jurisdiction to rule on Application.

b. Declares that the requests made in the Application are admissible.

c. Directs the Respondents, both individually and jointly, to immediately provide to Applicant, and to any PCAOB-registered accounting firm identified by Applicant, access to all unaudited financial statement(s), data, documents, books and records necessary to be consolidated into UPH’s 10-Q for 2022, in the from and manner requested (the Financial Statements request);

d. Orders the Applicant to refrain from causing