1. OMP No. 951 of 2011 under Section 9 of the Arbitration and Conciliation Act, 1996 (‘Act’) and CS (OS) No. 277 of 2012 arise out of the same set of facts and are being disposed of by this common judgment.

Background facts

2. The Petitioner in OMP No. 951 of 2011, Clearwater Capital Partners (Cyprus) Limited (‘CCPCL’), is a company incorporated in Cyprus. It entered into a Share Subscription Agreement (‘SSA’) and a Shareholder’s Agreement (‘SHA’), both dated 11th December 2005, with Respondent Nos. 1 to 6, all residents of New Delhi and promoters and shareholders of Saraya Industries Limited (‘SIL’), a company incorporated in India under the Companies Act, 1956 (‘CA’). Respondent Nos. 1 to 6 own 72.5% of total issued equity share capital of SIL and are in control of its management and day-to-day affairs. By virtue of the SSA and SHA CCPCL was issued 11,13,800 shares of SIL resulting in the CCPCL holding 26% of the total issued equity share capital of SIL. However, the management and day-to-day affairs of SIL continued to be with Respondents 1 to 6.

3. Clause 17.8 of the SHA states that the SHA will be interpreted and governed in all respects by the laws of India. Under Clause 17.9 the disputes arising out of the SHA between the parties are to be resolved by arbitration. Under Clause 17.9.2 the parties are to mutually appoint a sole Arbitrator to resolve their differences or disputes. The venue of the arbitration proceedings would be Singapore. Clause 9.6 of the SHA gave CCPCL a Put Option in terms of which if the initial public offer or the listing of shares of SIL did not happen by 30th June 2009, CCPCL could require Respondents 1 to 6 to purchase 10% of the shares of SIL held by CCPCL at any time within a 30 day period commencing 31st December 2009 at a price computed on the basis of 25% per annum Internal Rate of Return on investment (‘IRR’).

4. The SHA was amended on 22nd January 2010. Clause 9.6 of the SHA was replaced by Clause 1 of the amended SHA. SIL and the promoters, i.e., Respondent Nos. 1 to 6 granted CCPCL a Put Option in relation to 4,28,384 shares held by CCPCL. CCPCL could exercise the Put Option at any time within 24 months from 1st January 2010 at once or in multiple tranches. CCPCL could require Respondent Nos. 1 to 6 or SIL to purchase such shares at a price equal or the pro rata subscription price paid by CCPCL for a number of shares in relation to which the Put Option had been exercised, plus an IRR of 25% calculated from the date of subscription of the shares in relation to which the Put Option has been exercised. If CCPCL decided to exercise its rights under Clause 1.1 of the amended SHA, it was to serve upon Respondent Nos. 1 to 6 or SIL a written notice (Put Notice) requiring them to purchase the shares in relation to which the Put Option was exercised. Within a period of 60 days from the date of the Put notice, Respondent Nos. 1 to 6/SIL was to make payment of the Put Option exercise price into a bank account of CCPCL specified in the Put Notice. On receipt of the entire Put Option exercise price, CCPCL was to transfer/return the relevant shares to Respondent Nos. 1 to 6 or SIL.

5. It is stated by CCPCL that Respondent Nos. 1 to 6 had not provided CCPCL with an exit in relation to its investment and since the exercise period specified in the amended SHA was expiring, CCPCL issued a Put Notice to Respondent Nos. 1 to 6 on 7th December 2011 calling them to confirm in writing to CCPCL within a period of seven days from the date of receipt of Put Notice that the Put Option exercise price (as specified in the amended SHA) would be deposited in a bank account held by CCPCL within 60 days. The Put Notice further provided that on deposit of the said amount, CCPCL would deliver 4,28,384 shares held by CCPCL in SIL. It is stated that the Put Notice was received by Respondent Nos. 1 to 6 on 8th December 2011 and also through speed post on 9th December 2011.

6. Stating that Respondent Nos. 1 to 6 had