JUDGMENT

Jyoti Singh, J. - Present petition has been filed under Sections 44 to 49 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as 'Act') seeking enforcement and execution of partial Award dated 30.04.2019 passed by the Arbitral Tribunal in ICC Case No.21674/CYK/PTA/ASB /HTG under 2012 Rules of Arbitration of the International Chamber of Commerce (hereinafter referred to as 'ICC').

2. When the petition was filed and was taken up on the first date of hearing, Respondents had raised a preliminary objection on the territorial jurisdiction of this Court to entertain the petition. Vide order dated 30.05.2019, this Court had expressed a prima facie view that the Delhi High Court would have territorial jurisdiction to entertain the petition and had directed Respondent No.1 to file an affidavit of its assets in Form 16A Appendix E of Code of Civil Procedure, 1908 and had restrained the Respondents from creating any third party interest or parting with possession of the hotel in question. The order was carried in appeal to the Supreme Court in Civil Appeal Nos.5696-5697/2019. While affirming the injunction granted by this Court, Supreme Court directed that the question of jurisdiction be decided first and the direction to file an affidavit of assets would be subsequent thereto, if the Court came to a conclusion that it had jurisdiction to entertain the petition. In this context and pursuant to the orders of the Supreme Court, the present petition was taken up for hearing on the question of territorial jurisdiction of this Court to entertain the petition. Arguments were heard by the Court limited to the jurisdiction and accordingly, judgment was reserved only on the issue of maintainability of this petition.

3. Shorn of unnecessary details, the brief facts that need to be encapsulated for the limited purpose of deciding the maintainability are that Respondent no.1 / Shristi Infrastructure Development Corporation Ltd. set up Respondent No.2 / Shristi Hotel Private Limited (now known as Sarga Hotel Pvt. Ltd.) as a Special Purpose Vehicle to construct and operate a Hotel namely 'The Westin Kolkata - Rajarhat', Kolkata, West Bengal, a five star hotel. Petitioner is a Group Company of SUN-Apollo Ventures, a joint venture between the SUN Group predominantly focusing on projects in India and Apollo Real Estate Advisors, a foreign based fund / company (hereinafter referred to as 'JV').

4. On 07.08.2008, the Petitioner and the Respondents entered into a 'Share Subscription and Shareholders Agreement' (hereinafter referred to as 'SSHA'). As per the terms formulated in the SSHA, the Petitioner acquired 35% shareholding in Respondent No.2 pursuant to an investment of Rs.80 Crores, while the Promoter / Respondent No.1 acquired balance 65% shareholding in Respondent No.2.

5. The following two Clauses are significant for the present controversy in the SSHA, which entitled the petitioner to exit from the SSHA :

"14.2 In the event the Investor is unable to sell the Equity Shares and other Investor Securities held by it in the Company in the manner set out in Clauses 13 above on terms satisfactory to it or if the Company does not undertake an IPO on terms satisfactory to the Investor, and the Investor continues to hold any shares or Investors Securities after an expiry of a period of fifty four (54) months from the First Tranche Completion Date, then for a period of two hundred and seventy (270) days therefrom ('Exit Put Option Period'), the Investor shall have the right, but not the obligation to sell all the Shares and Investor Securities ('Exit Securities') that it then holds in the Company and require the Promoter to purchase such Exit Securities at the FMV Price, or cause the Company to undertake a buy back of the Shares and Investor Securities, subject to Applicable Law, at the option of the Promoters as determined in accordance with Clause 14.5 of this Agreement ('Exit Put Option') by issuing a notice to the Promoter to purcha