The court upheld the Arbitral Tribunal's decision to award damages and interest to the respondent no.1 for the breach of the Debenture Conversion Agreement (DCA) by the petitioners.

1. These petitions have been filed under Section 34 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as the ‘Act’) challenging the Arbitral Award dated 28.03.2018 passed by the Arbitral Tribunal consisting of three Arbitrators. The Arbitral Tribunal, by its Impugned Award has held that Walldorf Integration Solutions Limited (formerly known as Citixsys Technologies Limited), the petitioner in OMP (COMM) 319/2018 (hereinafter referred to as the ‘Company’) had committed breach of the terms of the Debenture Conversion Agreement dated 03.03.2009 (hereinafter referred to as ‘DCA’) in not redeeming the Optionally Convertible/ Redeemable Preference Shares (OCPS) issued in favour of the respondent no.1. The Arbitral Tribunal has further held that the respondent no.1/claimant in the arbitration proceedings, though was entitled to Specific Performance of the DCA, since the company would not be able to redeem the OCPS on account of inadequacy of the distributable profits as on 31.03.2016, would be entitled to damages equivalent to the redemption amount along with interest. The Arbitral Tribunal has awarded in favour of the respondent no.1 a sum of Rs.6,40,62,500/-, the redemption amount as per Clause 4 (III) of the DCA, as damages along with interest @ 8% p.a. from 03.07.2011, being the date on which the OCPS became due for redemption as per redemption notice issued by the respondent no.1, till 10.01.2015, being the date of notice invoking the arbitration, and pendent lite and future interest at the same rate.

2. Before adverting to the submissions made by the learned senior counsels for the petitioners, a few facts leading to the arbitration proceedings need to be noticed.

3. The petitioners and the respondent no.1 had entered into a Debenture Subscription Agreement (DSA) dated 14.07.2007, in terms whereof, the respondent no.1 invested a sum of Rs.4.1 crores in Optionally Convertible/Redeemable Debentures of the face value of Rs.1 lac each in the petitioner company.

4. The parties, that is, the company and Mr.Kamal Karmakar (petitioner in OMP (COMM) 318/2018), as the Principal Shareholder of the Company, entered into the DCA on 03.03.2009 with the respondent no.1 by which the debentures were to be converted into 5,12,500 OCPS at conversion price of Rs.80/- with face value of Rs.10/- each on a premium of Rs.70/-per share. Some of the relevant terms of DCA are quoted hereinbelow:

“2. Terms & conditions of the Conversion:

(1) Conversion Price: The parties hereto have agreed to covert the optionally convertible redeemable Debenture subscribed at Rs. 1,00,000/- (Rupees One Lakh only) per Debenture by the Investor at a conversion price of Rs. 80/- (Rupees Eighty only) per Optionally Convertible or Redeemable Preference shares with face value of Rs. 10/- each and a premium of Rs. 70/- per share. Accordingly, the Company shall issue total 5,12,500 (Five Lac Twelve Thousand Five Hundred Only) numbers of Optionally Convertible or Redeemable Preference shares to the Investor.

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4. Post Conversion Rights of Investors

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II. Following the conversion of present Debentures in to Preference shares in pursuance of this agreement, the Investor will have the option to convert the such Optionally Convertible or Redeemable Preference shares into Equity Shares of the company, on or after completion of 27 months from the closing dated-

(a) at a minimum conversion price of Rs. 80/- (Rupees Eighty only) per equity share, or;

(b) at such higher rate (i.e. higher than Rs. 80/- (Rupees Eighty) per equity share) as arrived pursuant to the valuation of Company carried out by a respectable audit firm appointed with mutual consent, at the behest of Company, or;

(c) if any other person, entity, firm or body Corporate brings in the company an Investment for an amount being greater than Rs. 7.50 Crore (Rupees Seven Crore Fifty Lac only), in the form of Equity Shares at a rate higher than the conversion price mentioned in the sub clause (a) above, t