ORDER :

The first and second petitioners are companies incorporated in Mauritius. The third petitioner is a private limited company incorporated in India, which is the trustee of Gaja Capital India Fund-I, a SEBI registered venture capital fund.

2. The petition was filed to declare the final arbitral award dated 07 January 2021 (the Foreign Award) as enforceable by deeming the same to be a decree of this Court under Section 49 of the Arbitration and Conciliation Act, 1996 (the Arbitration Act). A consequent direction to the respondents to jointly and severally pay the sums set out in paragraph 5 of the petition was also prayed for. The following interim applications were filed by the petitioners: O.A.No.76 of 2022 to restrain the first respondent from utilising the sum of INR 265 crores from and out of monies remitted by the third and fourth respondents therein; and A.No.67 of 2022 for a direction to deposit the sum of INR 265 crore in a separate lien marked account.

Background

3. The petitioners are shareholders of Haldia Coke and Chemicals Private Limited (the Company). 100 equity shares (on payment of INR 10,000) and 11,09,37,000 compulsorily convertible preference shares (CCPS) (on payment of INR 110,93,70,000) of the Company, representing 100% of the issued and paid-up CCPS, were subscribed to by the first and second petitioners under Share Subscription and Shareholders Agreement dated 31 May 2010. Similarly, 100 equity shares (on payment of INR 5,000) and 1,40,63,000 optionally convertible preference shares (OCPS) (on payment of INR 14,06,30,000) of the Company, representing 100% of the issued and paid-up OCPS, were subscribed to by the third petitioner under Share Subscription and Shareholders Agreement dated 31 May 2010. These agreements, which are in near-identical terms, are referred to separately as the First and Second SSHA, respectively, and collectively as the SSHAs. The SSHAs provide for multiple exit options under Clause 15.2 thereof. These exit options include an IPO, strategic sale, buy back and the exercise of a put option.

4. In 2015, discussions and negotiations were held between the petitioners and the respondents for the purchase of the above mentioned CCPS, OCPS and equity shares, which stood in the name of the respective petitioner. In relation thereto, each petitioner entered into a separate Share Purchase Agreement dated 28 September 2015 (separately, the First, Second and Third SPA, respectively, and collectively, the SPAs) with the respondents herein, who were the purchasers, the Company, and two other non-resident entities. Apart from the SPAs, a Letter Agreement was executed on 28 September 2015 (the Letter Agreement) by the respondents and the petitioners. The Letter Agreement, inter alia, provides for the consequences of the failure of the respondents to make payments under the SPAs to the petitioners. Clause 3 of the Letter Agreement refers to Clause 15.2 of the SSHAs, which provides for the exit options. Clause 3 also defines a Purchaser Payment Breach.

5. In addition to the SPAs referred to above, a Share Purchase Agreement dated 28 September 2015 (the Fourth SPA) was entered into between the petitioners and SVL Limited. The subject of the Fourth SPA is the purchase of the equity shares held by SVL Limited in Shriram EPC Limited (now SEPL) by the petitioners. The sale consideration specified therein is INR 65,00,00,000. The Fourth SPA also provides that SVL Limited may require the petitioners, subject to applicable law, to purchase additional shares of Shriram EPC Limited either by transfer from SVL Limited or by subscription at a value not exceeding INR 10,00,00,000. A Letter Agreement dated 28 September 2015 (the Second Letter Agreement) was also executed by and between the petitioners, the Company, SVL Limited, and other parties. The Second Letter Agreement records the commercial understanding between the parties that the petitioners would invest INR 75,00,00,000 in Shriram EPC from and out of