YOGESH KHANNA, J.

1. This petition under Section 9 of the Arbitration and Conciliation Act, 1996 (hereinafter referred as ‘the Act’) has been filed by the petitioners for interim directions against the respondents in respect of the Share Purchase Agreement dated 09.04.2017 (hereinafter referred as ‘SPA’).

2. The brief facts leading to the filing of this petition, as alleged, are as under:-

(a) on 09.04.2017, the SPA was executed amongst the petitioner No.1, M/s. Faerig Capital India Evolving Fund and one Shree Nirman Limited for sale of all the shares of the respondent No.2 held by the respondent No.1 to the petitioner No.1 and other purchasers for an agreed sale consideration (as defined in the SPA) which shall mean the amount equal to the aggregate consideration (i.e.1300 Crores) multiplied by the ratio the sale shares bear to the total number of shares on the closing date on a fully diluted basis payable in the proportion set out in Schedule III of the SPA by each of the purchasers to the respondent No.1 for the purchase of sale shares, on the terms and conditions as specified in SPA;

(b) Pursuant to the Deed of Novation and Accession dated 11.01.2018 executed amongst the parties, including the respondents No.1 & 2, the rights and obligations of Shree Nirman Limited stood assigned to the petitioner No.2 & M/s. Mridu Hari Dalmia Parivar Trust;

(c) The sale of the said shares is subject to fulfillment of certain conditions precedent that are to be fulfilled by the parties. The key conditions precedent to be fulfilled are interalia obtaining the approval of the Indian Insurance and Regulatory Authority of India (hereafter referred as ‘IRDAI’) by the respondent No.2 Company and written consent/no objection from respondent No.3 by the respondent No.1

(d) Clause 3.3 (a) of the SPA read inter-alia together with Clause 3.3 (b) and 3.3 (c) of the SPA imposes an obligation on all the parties to take all necessary steps to ensure the respective conditions precedent of each party are fulfilled at the earliest;

(e) clause 10.2 of the SPA provided that in the event the Closing has not occurred on or prior to the Long Stop Date i.e. 08.01.2018, unless otherwise agreed in writing between the petitioner No.1 and the respondent No.1, the SPA shall stand automatically terminated, and the transactions contemplated therein stand abandoned;

(f) however, Long Stop Date has been subsequently extended by the parties by Supplemental Agreement dated 11.01.2018. The respondents No.1 and 2 have failed to take active steps towards early fulfillment of their respective conditions precedent including in relation to approval from IRDAI and written consent /no objection of respondent No.3. Further, there were certain breaches committed by the respondent No.1, as enumerated in the petition;

(g) since the conditions precedent were not fulfilled by 08.01.2018, (the Long Stop Date as per the SPA, prior to amendment), the parties executed a Supplemental Agreement on 11.01. 2018 wherein inter-alia the Aggregate Consideration was increased from 1300 Crores to 1350 Crores and the Long Stop Date was extended to 20.02.2018 (with option of the petitioners to further extend till 31.03.2018;

(h) the petitioners state despite increasing the consideration amount and proceeding on the basis of the assurances the respondent Nos.1 & 2 will take necessary steps to expeditiously fulfill the conditions precedent, the respondent Nos.1 and 2 have failed to take active steps to ensure the conditions precedent are fulfilled at the earliest. The Long Stop Date has been extended to 31.03.2018;

(i) however, the respondents are in deliberate manner not working towards earliest fulfillment of conditions precedent. In fact as the past events/facts will indicate the respondents No.1 & 2 have been acting in malafide manner so as to engineer automatic termination of the SPA (as amended by the Supplemental Agreement) by non fulfillment of the conditions precedent. The conduct of t