IN THE HIGH COURT OF DELHI AT NEW DELHI

ORDINARY ORIGINAL CIVIL JURISDICTION

I. A. No._______ of 2020
IN
OMP (COMM.) No. ___________of 2020

In the Matter of:

Mr. Bhupinder Singh Chadha …Petitioner

VERSUS
F&B Asia Ventures Pte. Limited …Respondent

APPLICATION UNDER SECTION 36(2) OF THE ARBITRATION

AND CONCILIATION ACT, 1996, FOR STAYING THE
OPERATION OF THE IMPUGNED AWARD PASSED BY THE
LD. ARBITRAL TRIBUNAL DATED 12.02.2020

MOST RESPECTFULLY SHOWETH:-

1. That the Petitioner has filed the accompanying Petition against

the Respondent and the Petitioner craves the leave of this
Hon’ble Court to rely and refer to the contents of the
aforementioned Petition and the same may be read as part and
parcel of this present application.

2. That the Petitioner was a promoter of the JS Hospitality Private

Ltd. (“Company”), in which he owed 5.82% of the
shareholding. It is pertinent to mention here that the Petitioner
 is no longer part of the Board of Directors of the Company,
after transferring his shares vide the execution of Affiliate
Transfer Agreement dated __________ executed between Mr.
Bhupinder Singh (Petitioner/Transferor) and Mrs. Paramjit Kaur
Chadha (Transferee); whereby all rights ( including the rights
under the Arbitration Agreement ) and obligations of the
Petitioner qua the Investment Agreement dated 05.12.2011,
stood assigned in favour of the mother i.e. Mrs. Paramjit Kaur
Chadha

3. That the Petitioner has a good prima facie case in his favour
and there is every likelihood of him succeeding in the petition.

4. That the balance of convenience also lies in favour of the

Petitioner and against the Respondent.

5. That in case the Respondent are not restrained by means of a

stay against the operation of the impugned award passed by
the Arbitral Tribunal, during the pendency of the present
Petition, then the Petitioner shall suffer irreparable loss and
injury.

6. That the Arbitral Tribunal after adjudicating the disputes

submitted before it passed an Award on 28.01.2020 and
thereafter passed an amended Award (impugned award) on
12.02.2020 granting relief to the Respondent and directing the
Petitioner No. 1 herein to do certain acts in pursuance to those
relief.
7. That the relevant portion of the said Award granting relief to the
Respondent is reproduced hereunder:-

a. Respondent no. 1 and 2 are directed to facilitate

exercise of first call option by a third party, identified
by the Claimant, as contemplated under clause 13.1
of the Investment Agreement.
b. Respondent no. 1 and 2 are directed to complete the
formalities towards First Call Option under clause 13
of the Investment Agreement in terms of the First
Call Option notice.
c. The Respondents are directed to execute such
forms/documents and take all such action necessary
for the claimant to exercise its first call option under
the Investment Agreement and comply with their
obligations thereunder.
d. It is declared that Respondent no.1 and 2 are in
default of clause 31.1 (a) of the Investment
Agreement.

e. It is declared that Respondent no.1 and 2 have lost

their rights and entitlements under the Investment
Agreement under clause 31.2(a) of the Investment
Agreement
f. The Claimant is awarded a sum of INR
1,43,57,618.87 Towards cost of Arbitration.

8. That it is pertinent to mention here that the Petitioner (i.e. the

Respondent No.2 before the Arbitral Tribunal) on 15.04.2017,
 had retired from the Board of company and thereafter vide
execution of Affiliate Transfer Agreement had transferred his
shareholding in the company i.e. to the extent of 5.82% along
with all his rights and obligations in the Investment Agreement
with regard to the affairs of the Company to Mrs. Paramjit Kaur
Chahda, the said point had been comprehensively dealt with in
Petition under Section 34 of the Act. Thus post the execution of
the Affiliate Transfer Agreement it is Mrs. Paramjit Kaur
Chahda who is entitled to all the rights and obligations in the
Investment Agreement with regard to the affairs of the
Company, which were previously held by the Petitioner (i.e. the
Respondent No.2 before the Arbitral Tribunal)

9. That during his tenure as promoter of the Company , i.e. before

the transfer of his shares in the Company to Mrs. Paramjit Kaur
Chadha, vide execution of Affiliate Transfer Agreement, the
Petitioner had, as stipulated under Clause 10.11 of the
Investment Agreement mortgaged his personal properties
amounting to Rs._____ to secure loan for the Company to the
tune of Rs. 5,00,00,000/- from the Standard Chartered Bank
The relevant portion of the said Clause is reproduced
hereunder:-

(10.11) Within a period of 180 (one hundred and eighty)

days immediately following the closing date
the Company shall ensure that the loan for
the principal amount of approximately Rs.
50,000,000 (fifty million) availed by the
Company from Standard chartered bank will
 either (I) be prepaid together with all accrued
interest and penalty, if any, or, (II) the security
provided by the Promoters to secure such loan
shall be replaced. The Company may repay
such loan by replacing it with another loan on
comparable terms so long as it is without
recourse to the Promoters.

10. That it is submitted that due to the failure of the nominee

Directors of the Respondent in the Company; to take necessary
steps towards the repayment of the said loan and thereby
discharge of the mortgage of the Petitioner, the Petitioner
suffered losses to the tune of Rs______ which have been
comprehensively dealt with in the Petition under Section 34 of
the Act.

11. That it is pertinent to mention here that, as mentioned in the

preceding paragraph, the Petitioner on 15.04.2017 had retired
from the Company and thereafter vide execution of Affiliate
Transfer Agreement had transferred all his rights and
obligations in the Investment Agreement with regard to the
affairs of the Company to Mrs. Paramjit Kaur Chadha.
Therefore the Present shareholders of the Company are Mr.
Jaspal Singh Chadha, Mr. Bhupinder Singh Chadha and the
Respondent.

12. That the Petitioner thus apprehends that Investment

Agreement now might get varied to such an extent by the
present promoters along with the Respondent so much so that
the Petitioner stands at risk of losing the security provided by
him to secure the loan of Rs. 5,00,00,000/- from Standard
Chartered bank as has been provided under Clause 10.11 of
the Investment Agreement.

PRAYER
1. It is therefore, most respectfully prayed that this Hon’ble
court be pleased to stay the operation of the impugned
Award passed by the Ld. Arbitral Tribunal dated 12.02.2020.

2. Pass any other order which it deems fit and proper, under
the facts and circumstances of the case, in favour of the
Petitioners and against the Respondent, in the interest of
justice.

Verification:
Verified at Delhi on this ____ day of ________, 2020
that the contents of above affidavit are true and correct to
my knowledge and no part thereof is false and nothing
material has been concealed therein.