ORDER :

PRAYER: Original Petition filed under Section 11 (6) of Arbitration and Conciliation Act 1996, praying to appoint a Sole Arbitrator to resolve the dispute between the petitioner and the respondents with regard to the Put Option Agreement dated 10.10.2011.

1. This petition has been filed to appoint a Sole Arbitrator to resolve the dispute between the petitioner and the respondents with regard to the Put Option Agreement dated 10.10.2011.

2. The claim of the petitioner herein is that she has invested in National Schools of Business and Management Private Limited (hereinafter referred to as 'Company') on 07.10.2011, wherein, the first respondent herein is the promoter of the Company. As a consequences of the investment of the petitioner, she was allotted five units, each unit consists of 2,500 Equity shares of Rs.10/- each and 4,750, 15% compulsorily convertible cumulative preference share of Rs.100/- each. The company runs the National Management School, Chennai.

3. In pursuance of the investment, the petitioner entered into a “Put Option Agreement” with the first respondent on 10.10.2011 and as per the agreement, the option was to be exercised by the petitioner through prior written notice not later than 01.11.2015 and 01.01.2016 was fixed as the Put Option Date.

4. According to the petitioner, the first respondent apart from the agreement with the petitioner, has entered into similar Put Option Agreement with two other share holders namely one Mr. V.Ramachandran and other Mrs. Mythili Venkataraman (herein after referred to as 'investors'). In order to secure the investment of the petitioner in terms of the Put Option Agreement, the claimant entered into a memorandum of second charge dated 19.08.2011 in favour of M/s. Paterson & Company Private Limited, the Power Agent of the petitioner which is the duly constituted power agent of the other two investors (herein after referred to as 'mortgagee'), with regard to the property owned by the first respondent situated in Red Hills.

5. The first respondent, subsequent to the above agreements, requested the mortgagee to accept the substitution of security on 29.04.2014, as originally mortgaged land described in the memorandum of second charge was to be sold. Thereafter, the mortgagee accepted the substitution of the property as security vide letter dated 25.03.2015 and in furtherance of which, a memorandum of deposit of title deeds dated 06.04.2015 was executed by the respondents in favour of the mortgagee as security to the Put Option Agreement to secure the interest of the investors.

6. While matters stood thus, the petitioner herein had exercised the Put Option by issuing prior notice dated 28.10.2015 in terms of Clause 9 of the agreement through duly constituted Power Agent to the address of the first respondent as provided in the agreement. However, according to the petitioner the notice was returned with an endorsement “party not available”. However, in the meanwhile, the first respondent on 03.02.2016, sent an email addressed to the mortgagee seeking to return the original title and release the charge on the property, for which, a reply was sent on 15.02.2016 by the mortgagee to the first respondent, refuting the claims of the first respondent and the first respondent was informed that the petitioner had exercised her Put Option Agreement in accordance with the relevant clauses of the Put Option Agreement dated 10.10.2011. The petitioner has categorically informed the first respondent that the land which was sought to be released was held as a security by the Power Agent on behalf of the investors and the first respondent herein was liable to honour his commitment and repay Rs.1.48 Crores to the investors, including the petitioner.

7. The first respondent thereafter started making baseless allegations by the letter dated 26.03.2016 against the petitioner and subsequently, in May 2020, the first respondent has sent a legal notice invoking Arbitration Clause to one of the Investor