The Arbitral Tribunal had jurisdiction to direct share transfers as per the binding shareholders agreement, and foreign arbitral awards must be enforced unless objections meet specific legal criteria.

JUDGMENT :

Prathiba M. Singh, J.

1. This hearing has been done through hybrid mode.

Background:

2. These are two petitions filed on behalf of the Petitioners- Petitioner No.1/Roger Shashoua, Petitioner No.2/Rodemadan Holdings Limited (hereinafter, ‘Rodemadan’) and Petitioner No. 3/Stancroft Trust Limited (hereinafter, ‘Stancroft’) under Sections 47 and 49 of the Arbitration and Conciliation Act, 1996 (hereinafter, the ‘A&C Act, 1996’),inter alia, seeking enforcement and execution of two separate foreign awards. The first award being a partial final award dated 5^th January, 2010 and the second award being a final award dated 1^st August, 2011.

3. The said arbitral awards were passed by the International Chamber of Commerce (‘ICC’) International Court of Arbitration (hereinafter, the ‘Arbitral Tribunal’), in the arbitral proceedings rendered between the Petitioners and the Respondents being, Respondent No. 1/Mukesh Sharma, Respondent No. 2/ITE India Private Limited (hereinafter, ‘ITE’) and the Respondent No. 3/International Trade Expocentre Limited (hereinafter, ‘ITEL’).

4. Vide the partial final award dated 5^th January, 2010 the Arbitral Tribunal passed several directions in respect of shareholdings held by Respondent No.1 and Respondent No. 2 in the Respondent No. 3 company, ITEL. The Tribunal inter alia directed that the Respondent No.1 shall transfer to the Petitioners/Claimants all shares held by him in the Respondent No. 3 company.

5. Vide the final award dated 1^st August, 2011, the Arbitral Tribunal inter alia directed Respondent No. 2 to transfer to the Petitioners/Claimants all shares held by it in the Respondent No. 3 company.

6. The Claimants/Petitioners vide these petitions, inter alia seek enforcement and execution of these two arbitral awards. The Respondents object to the enforcement of these Awards on various grounds under Section 45 of the A&C Act.

Facts:

7. On 13^th July, 1997 Respondent No.3/ITEL was incorporated. The initial shareholding of the said company vested with, Dr. Vishwanath, Mukesh Sharma, Kiran Sharma, Arvind Jain, Amrit Goyal, Sunil Sharma and O. P. Dhamija. In 1997, ITEL was allotted land located at A-11, Sector-62, Noida by the Noida authority, vide allotment letter dated 20^th October, 1997. ITEL paid a sum of Rs. 15,000,000/- as allotment money for the land, through funds infused by Mukesh Sharma in ITEL. The said land was proposed to be used as a convention centre in the Noida area, which is a business hub in the State of Uttar Pradesh.

8. In 1998, Roger Shashoua expressed his interest in ITEL and a Shareholders agreement dated 1st July 1998 was entered into between the parties which is the basis of the present two petitions.

Shareholders Agreement Dated 1^st July, 1998

9. The present petitions arise out of a Shareholders Agreement dated 1^st July, 1998 (hereinafter, the ‘SHA’) executed between three parties- Roger Shashoua, Mukesh Sharma and the ITEL.

10. In terms of the SHA, Roger Shashoua and Mukesh Sharma agreed that the business of the company, ITEL would be jointly managed and controlled by them. To this effect, Roger Shashoua and Mukesh Sharma agreed that the initial share capital of ITEL would be Rs.50,000,000/-. The same would be held by both the parties, in the following manner:

11. Further, in terms of the SHA, both parties agreed to the composition of the Board with a total number of 6 directors. Roger Shashoua and Mukesh Sharma, both, were given the right to nominate 3 directors each in terms of the SHA.

12. The SHA set out various provisions governing the managem