The shareholders agreement permits multiple share valuation methods beyond one fiscal year, thereby not limiting Floor Price applicability, as clarified in the interim ruling.

JUDGMENT

Manmohan, J. (Oral)--The appeal has been heard by way of video conferencing.

2. Present appeal has been filed challenging the order dated 22nd January, 2021 passed by the learned Single Judge in a Section 9 petition being OMP(I) COMM 374/2020 filed under Arbitration and Conciliation Act, 1996.

3. The learned Single Judge by the impugned order has stayed the operation of the Put Option Notices dated 15th November, 2020 issued by respondents No. 1 and 2 in respect of 19.98% shares of the respondent No. 3 company subject to the petitioner depositing an amount of Rupees Sixty Seven Crores Sixty Seven Lakhs Fifty Eight Thousand and Thirty Seven (Rs.67,67,58,037/-) with this Court within two weeks. Upon deposit of the said amount, the respondents No. 1 and 2 were directed to maintain status-quo as regards 19.98% of the shares of the respondent No. 3 company. The deposit was also to abide by further orders to be passed either in the arbitration or by the National Company Law Tribunal as the case may be.

4. Learned senior counsel for the appellant submits that the learned Single Judge had ignored the fact that the shareholders agreement does not expressly state that the Post Majority Put Option share consideration to be calculated as per the Floor Price formula set out in Clauses 7.3 and 7.6 of the said agreement, especially after the year 2015. In fact, according to him, the shareholders agreement is crystal clear that share price in relation to Post Majority Put Option shares under the shareholders agreement can only be ascertained either by (i) calculating the relevant year EBITDA price or (ii) by calculating the Fair Market Value (FMV). He emphasises that the applicability of the Floor Price mechanism was limited by the agreement between the parties only till 30th September, 2015 and once such period expired, the right of a party to take benefit of the Floor Price mechanism for the purpose of ascertaining the share price also expired/lapsed.

5. He submits that had the intention of the parties been to make the Floor Price mechanism applicable for subsequent years i.e. after the year 2015, the parties would have expressly provided for the same in writing and as contemplated in other provisions of the shareholders agreement. He points out that the parties had, with open eyes, voluntarily consented and agreed to placing a time limit on calculation of share price through Floor Price mechanism under the shareholders agreement and without any specific written terms agreed between the parties waiving such requirements. He reiterates that the learned Single Judge erred in proceeding to interpret the shareholders agreement in a manner which gives an affect the parties never intended or desired.

6. Per contra, learned senior counsel for the respondent No. 1 submits that the arguments advanced by the appellant have been duly considered and rejected by the learned Single Judge. He extensively relies upon the impugned order. The relevant portion of the impugned order relied upon by the learned senior counsel for respondent no. 1 is reproduced hereinbelow:

"38. In the light of this legal position and the polar opposite stances adopted by them, it is apparent that the parties' dispute with respect to the allegations of financial irregularities requires a much more comprehensive examination, of a kind that this Court certainly cannot undertake while exercising its powers under Section 9 of the Act. However, for the purpose of meting out justice in the present petition, I have carefully considered the extent of influence wielded by the peti