JUDGMENT

Rekha Palli, J. - This is a petition under Section 9 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as "the Act") preferred by Airgate Holdings Ltd., which is a majority shareholder in the respondent no. 3 company, seeking the following reliefs:

(a) Suspension of the majority Put Option purportedly exercised by the Respondent No. 1 and Respondent No. 2 vide two notices dated 15 November 2020.

(b) Stay of the Put Option notice(s) dated 15 November 2020 issued by the Respondent No. 1 and Respondent No. 2.

(c) For costs; and

(d) For such further and other reliefs as this Hon'ble Court may deem fit and necessary in the facts and circumstances of the present case

2. Primarily, the petitioner is aggrieved by the two put option notices issued by respondent nos. 1 and 2 on 15.11.2020, which require the petitioner to purchase 19.98% shares of the respondent no. 3 company presently held by the said respondents, for a consideration of INR 67,67,85,037.

3. Even though no formal notice was issued in the petition, with the consent of the parties, the matter was taken up for final disposal on the basis of the petitioner's pleadings and the documents filed by both sides.

4. The petitioner company, incorporated under the laws of Cyprus, is a subsidiary of M/s Hyve Group PLC, a company incorporated in the United Kingdom. On 03.12.2012, the petitioner acquired a stake of 28.3% equity shares in one M/s Asian Business Exhibition & Conferences Limited (ABECL) in which respondent nos. 1 and 2 also held shares. Subsequently, the said respondents and the other shareholders of ABECL entered into a Share Holders Agreement (SHA) on 03.12.2012 which included, inter-alia, a provision for demerger of the business exhibition division of ABECL into a newly formed entity, i.e., Respondent No. 3. Pursuant to an order passed by the High Court of Bombay, the demerger of the business took place and resulted in the incorporation of respondent no.3 on 22.03.2013. The petitioner, respondent nos. 1 and 2 and other shareholders of ABECL were allotted proportionate shareholding in the respondent no.3 company. As per Article 26 of the Articles of Association of the newly incorporated respondent no.3 company, its day-to-day operation management and decision making was to be conducted through a Management Committee comprising of three representatives of the existing shareholders i.e respondent nos.1 & 2 and one representative of the petitioner.

5. On 31.03.2014, the petitioner, who was then holding 28.3% shares in the respondent no. 3 company, entered into a Share Holders Agreement (SHA) with the other shareholders of respondent no. 3 company, which included respondent nos. 1 and 2. This SHA, which referred to the petitioner as an Investor, recorded the rights and obligations of all the shareholders towards respondent no.3 according to their shareholding percentage. Clause 7 of the SHA created a "call option' for the Investor, which granted the petitioner a right to purchase additional shares from the existing shareholders in the respondent no. 3 company, to the tune of 31.7% of the share capital on a fu