CMP.No.19956 of 2022

C.M.P.No.19956 of 2022

in

O.S.A.No.80 of 2021

R.MAHADEVAN, J.,

&

SENTHILKUMAR RAMAMOORTHY,J.,

(made by SENTHILKUMAR RAMAMOORTHY, J.)

A common order dated 06.10.2020 was issued in applications filed by the

first respondent, applicant and the 4^th respondent herein. The said order was carried in

appeal before the Division Bench of this Court in O.S.A.Nos.79 to 81 of 2021. The

appeals were disposed of by judgment dated 09.03.2021. The operative part of the said

judgment is as under:

''28. Accordingly, the order impugned dated October 6,

2020, as corrected on November 18, 2020, is modified by

requiring the appellant to deposit a sum of Rs.65 crore in any

nationalised bank having a branch in this city within a period of

eight weeks. Till such time that the deposit is made, the injunction

in terms of the order impugned will continue. In the event the

deposit is made within the time permitted, the injunction

pertaining to the shares in company Sonata Finance Private

Limited will stand vacated.''

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CMP.No.19956 of 2022

2. The petitioner did not deposit the sum of Rs.65 crore within a period of

eight weeks as directed by the Division Bench. Therefore, the order of interim

injunction continued to operate. By virtue of the said order, the petitioner and second

to fifth respondents were restrained from dealing with, alienating or encumbering the

shares held by the petitioner in Sonata Finance Private Limited (Sonata).

3. Thereafter, it appears that a leading private sector lender in the country has

expressed the intention to acquire the entire 100% shareholding in Sonata. In those

circumstances, the petitioner and the second to fifth respondents, on the one hand, and

the first respondent, on the other, entered into negotiations and arrived at an agreement.

On that basis, they seek modification of the operative portion of the judgment dated

09.03.2021 so as to differently secure the first respondent's claim in the pending

arbitral proceedings while also enabling the proposed acquisition of 100% of the share

capital of Sonata.

4. The agreement between the parties is captured in paragraph 8 of the

affidavit of the petitioner. The said paragraph 8 is set out below:

''8. At the request and proposal made by the Petitioner and

Respondent Nos.2 to 4, Respondent No.1 has agreed as follows:

(a) To secure the claim made by Respondent No.1 in

the Ongoing Arbitration, the Petitioner will substitute its

shareholding in Sonata(which is the subject matter of the

injunction) with the actual cash proceeds realised from the sale

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CMP.No.19956 of 2022

of the Petitioner's shareholding in Sonata to the Buyer being

Rs.107,09,05,924.00 (Rupees One Hundred and Seven Crores

Nine Lakhs Five Thousand Nine Hundred and Twenty Four

Only) as reduced by withholding tax amount (''Deposit

Amount''). The withholding tax amount shall be calculated as

per the prevailing withholding tax rate as applicable in India at

the time of the sale of shares in Sonata. At least 5(five) Business

Days prior to the remittance of the Deposit Amount to the

Arbitration Escrow Account(as defined below), a certificate

confirming the withholding tax amount shall be furnished to the

Respondent No.1, from a reputed accounting firm acceptable to

Respondent No.1. For this purpose, Kotak Mahindra Bank

Limited, or such other bank as mutually agreed by the

Petitioner and Respondent No.1 will be appointed for opening

an escrow account (''Arbitration Escrow Account''). The

Arbitration Escrow Account will be maintained till final

determination of the disputes raised in the Ongoing Arbitration

(''Final Determination''). Final Determination shall mean that

all available appeals (if filed by any party to this Petition)

including upto the Hon'b