SYNOPSIS

Petitioner No. 1 is the Chairman and Director and substantial shareholder in Petitioner
No. 2. Petitioner No. 2 is a Private Limited Company incorporated and existing under the
provisions of Companies Act 1956/2013 and is engaged in the business of running
restaurants and banquet halls and have extensive experience in the field. Petitioner is
prosecuting its rights in the Arbitration against the breach of contract by the Respondents
resulting in monetary losses as well as loss of business opportunities to the Petitioners
and also against the false and fabricated allegations levelled against the Petitioners by the
Respondent. The Ld. Arbitral Tribunal has passed the impugned award without any
application of mind which error is apparent on the face of the award. Furthermore the
impugned award is contrary to the public policy being patently illegal as explained by the
Supreme Court of India in ONGC Ltd. v. Saw Pipes Ltd., [2003] 3 SCR 691.

Brief Facts:
J.S. Hospitality Services Pvt. Ltd. i.e. Petitioner No. 2 (hereafter referred as
“JSHPL”) was promoted by Mr. Jaspal Singh Chadha i.e Petitioner No.1 and Mr.
Bhupinder Singh Chadha on 04/08/2004 with the main objective of carrying
business of Hospitality. To achieve the said objectives, JSHPL opened various
outlets under the brand name “Pind Baluchi” and “Park Baluchi” under various
business arrangements inter- alia; ownership base, franchising, partnership etc.
Petitioner No. 1, Mr. Jaspal Singh Chadha also carried out business in four
partnership firms with four parties under the name “Vatika Grand”, “An Elegant
Hospitality”, “Grand Vatika” and “Park Balluchi”. The intellectual property rights
of “Pind Baluchi” and “Park Baluchi” were owned, possessed and registered in the
individual name of Mr. Jaspal Singh Chadha. Around June 2011 Petitioner No. 1
was approached by Everstone group, a foreign investor fund which proposed to
acquire JSHPL through their controlled Indian entity, Pan India Foods Solutions
 Pvt. Ltd. Thereafter on 06.07.2011 non-binding term sheets were executed
between the Petitioners and Everstone group.
Pursuant to which Mr. Jaspal Singh Chadha and his family (Mr. Bhupinder Singh
Chadha) by executing reconstituted partnership deeds on 01/12/2011 retired from the
above mentioned partnership firms, and transferred all their interest in the said
partnership firms to JSHPL and consequently JSHPL became partner in the said
partnership firms. consequently Mr. Jaspal Singh Chadha and his family (Mr. Bhupinder
Singh Chadha) were left with no locus and all the obligations agreed in reconstituted
Partnership deed were agreed to be discharged by continuing partners, JSHPL and third
parties which includes obligation to convert Partnership firm into limited liability
partnerships (LLP) as agreed in the reconstituted partnership deeds.
Thereafter on 05.12.2011 Investment Agreement was executed between Cuisine Asia Ltd.
a Mauritius based entity under the control and management of Everstone, and Mr. Jaspal
Singh Chadha, Mr. B.S. Chadha and JSHPL.
Pursuant to which in accordance with the terms of the Investment Agreement two
nominee Directors of Cuisine Asia Ltd. were inducted into the board of Directors of
JSHPL. The nominee directors in the meeting of the board of JSHPL held on 11.05.2012
proposed for incorporation of a 100% subsidiary of JSHPL for acquiring entire interest in
the step down partnership firms (Promoter Partnership Firms) except Park Balluchi in
terms of clause 10.6 of Investment Agreement. Subsequently resolutions were passed
unanimously for incorporating 100% subsidiary of JSHPL. Pursuant to which on
23.09.2013 a Board meeting was held of JSHPL, with an agenda for the transfer of
Cuisine Asia’s 49% stake in JSHPL to the Respondent. Thereafter, on 27.09.2013, a
circular resolution was shared for the transfer of the shares held by Cuisine Asia in
JSHPL to the Respondent. On the same date i.e. on 27.09.2013, the investment agreement
was amended vide the first Amendment Agreement to replace the definition “Affiliate”
and broaden/amend it, in order to facilitate transfer of shares from Cuisine Asia Ltd. to
the Respondent. Following the execution of this Amendment Agreement, Cuisine Asia
transferred its shareholding in JSHPL to the Respondent vide Share Purchase Agreement
dated 18.11.2013. Pursuant to which a Board meeting was held for JSHPL on 21.11.2013,
wherein it was agreed to amend the definition of “Affiliate” in the Article of Association
so as to make it broad enough to bring the transfer of shares between Cuisine Asia and
Respondent within the scope of the definition. Subsequent to which another Board
Meeting of JSHPL was held on 27.10.2014, whereby the rights of issue of Rs. 80 lakhs
was discussed and approved. The Respondent who participated in the rights issue of Rs.
80 lakh was offered 9408 shares for an amount of Rs. 39,20,000. Thereafter, on
01.06.2015 Mr. Philip Walter chairman of the Respondent Company issued notice to Mr.
Jaspal Singh Chadha and his son Mr. Bhupinder Singh Chadha stating them to take
necessary steps for converting the Promoter Partnership Firms to LLP/Companies; to
restructure the investment of JSHPL and obtain the requisite Government approval for
JSHPL to have FDI of over 50%; and to complete the call option. Petitioner on
10.06.2015 responded to the above letter informing the Respondent regarding the
meeting that took place on 09.06.2015 between Mr. Jaspal Singh Chadha, Mr. Jaspal
Singh Sabharwal, the Nominee director of the Respondent and Mr. Amit Manocha,
nominated by the Respondent. In this meeting Respondent principally agreed to buy 46%
equity of JSHPL out of 51% held by Petitioner No. 1 and his son Mr. Bhupinder Singh
Chadha for consolidated net value of Rs. 12 Crores (Gross 19 Crores less 7 Crores
business advance given to Respondent No.2) but Petitioner No. 1 and his son Mr.
Bhupinder Singh Chadha offered to sell the same for a consideration of Rs. 13 Crores.
Pursuant to which Respondent having accepted the pre-terms of acquiring 46% equity
held by Petitioner No. 1 and his son Mr. Bhupinder Singh Chadha of JSHPL, shared a
draft term sheet to that effect. Sharing of the above term sheet led to various meetings
between the parties and the same culminated into the decision of the Respondent to
acquire entire 98% stake of JSHPL communicated by Mr. Amit Manocha to Petitioners
by e-mail dated 08.09.2015 and consequently an updated term sheet was shared by mail
dated 29.09.2015. Pursuant to which Mr Amit Manocha by e-mail dated 02.05.2016
requested Dr. Pasricha, a person also known to Mr. Jaspal Singh Chadha to discuss and
finalize the commercials as per term sheet sent for acquisition of 98% equity of the
JSHPL by Massive Restaurant Pvt. Ltd. Thereafter on 15.04.2017 Mr. Bhupinder Singh
Chadha resigned from the board of JSHPL for personal reasons and same was accepted
by board unanimously. Subsequently Mr. Bhupinder Singh Chadha transferred entire
equity held by him of JSHPL on 19.08.2017 in favour of Mrs Pramjit Kaur and same was
approved by board unanimously which included nominee directors of Respondent.
Pursuant to which the Respondent whimsically abandoned the proposal of acquiring of
98% equity of JSHPL through Massive Restaurant Pvt. Ltd. and Respondent embarked
upon a different proposal. Thereafter a meeting was held on 07.07.2017, the minutes of
which were shared by mail dated 18.07.2017 proposing for appointment of KPMG for
vendor due diligence and Wodehouse Capital as investment banker for finding
prospective buyer for buying the entire stake of the Respondent as well as Petitioner in
JSHPL. Mr. Jaspal Singh Chadha once again tread the path shown by the Respondent and
accepted the above proposal of the Respondent. In pursuance thereto, engagement letter
was issued to KPMG on 10.08.2017. It is pertinent to mention here that under investment
agreement, Petitioner were conferred with only right to exercise option to sell but with
present offer, Respondent instead of giving option to exercise, forced Mr Jaspal Singh
Chadha to sell at the price as determined by Respondent therefore Mr Jaspal Singh
Chadha requested to fix base price for sale of their equity which did not find favor with
Respondent and resulted in failure of proposal despite of Petitioner No. 2 making
payment to KPMG and getting vendor due diligence completed. Pursuant to which
Respondent on 19.01.2018 issued notice to Petitioner demanding exercise of First Call
Option under clause 13 of Investment Agreement. Following which on 25.01.2018 notice
to cure default was issued the same was replied on 16/02/2018 wherein Mr. Chadha once
again offered to sell 45.18% equity out of 51% equity of promoters shareholding.
Pursuant to which claimant by letter dated 26/02/2018 responded reiterating the demand
to complete the call option exercise within 7 days. Subsequent to which notice to dispute
was issued on 07.03.2018 and thereafter on 06.04.2018 Arbitration was initiated in
accordance with the provision of clause 29 of Investment Agreement, consequently on
12.06.2018 the Arbitration Tribunal was constituted and Arbitration Proceedings
commenced. The Arbitral Award was passed in favour of the Respondent on 22.01.2020
and thereafter on 12.02.2020 corrected Arbitral Award was passed in favour of the
Respondent.

It is submitted that Arbitral Tribunal in passing the award has acted whimsically and has
failed to appreciate evidence and terms of the Investment Agreement and has passed the
award arbitrarily without any reasoning and application of mind. Petitioner has strong
Prima Facie case to challenge the allegation levelled against him by the Respondent and
claim the relief so mentioned in the Counter Claim Petition. The grounds to challenge the
impugned order are detailed below in point wise fashion:
• The impugned order is not a detailed order and no proper observations have been
made by the Ld. Arbitral Tribunal. The Ld. Arbitral Tribunal has not given any
proper justification for not considering the points relied upon by the Petitioner.
• In a recent judgment passed on 26.07.2018 by the Hon’ble Supreme Court of India
in Civil Appeal No. 7240 of 2018 titled as ‘Central Board of Trustees v. M/s
Indore Composite Pvt. Ltd., the Hon’ble Court iterated the need of a reasoned
order.
• The Ld. Arbitration Tribunal failed to take into consideration the fact that in the
year 2013 the predecessor of the Respondent, original investor caused transfer of
equity shares which is contrary to Investment Agreement. Furthermore sale
consideration and terms of transfer was never disclosed so much so that provisions
 of Income Tax Act were violated by not paying capital gain tax.
• That the claims made in the Statement of Claim are not maintainable since they
are barred by delay and latches of more than seven year.
• The Ld. Arbitration Tribunal in directing Petitioners to facilitate First call option
has failed to take into account the fact that Respondent consciously has waived its
right to First Call Option to claim 2% equity of Petitioner No. 2 so to increase its
equity to 51% by making a substituted alternative claim from time to time.
LIST OF DATES

DATE EVENT
04.08.2004 JS Hospitality Services Private Ltd. Was constituted under
the provisions of Companies act 1956/2013 and is engaged
in the business of running Restaurants and Banquet hall.
June 2011 Mr. Jaspal Singh Chadha was approached by the Everstone
group, a foriegn investor fund and proposed to acquire JS
Hospitality Services Private Ltd. Through their controlled
Indian entity, Pan India Food Solutions Pvt. Ltd.
06.07.2011 Non - Binding Term sheets were executed post the
proposal of taking over the entire business of JS
Hospitality Services Private Ltd.
01.12.2011 Partnership deed of M/s Vatika Grand, M/s An Elegant
Hospitality was reconstituted with effect from 01.04.2011,
whereby Mr. Jaspal Singh Chadha and Mr. Bhupinder
Singh Chadha retired from the firm, and JS Hospitality
Services Private Ltd. Was inducted as the new partner.
05.12.2011 As opted by Everstone, investment agreement was
 executed by Cuisine Asia Ltd., a Mauritius based entity
under the control and management of Everstone, with Mr.
Jaspal Singh Chadha, Mr. Bhupinder Singh Chadha and JS
Hospitality Services Private Ltd.
05.12.2011 The board of directors of JS Hospitality Services Private
Ltd. Were reconstituted in accordance with the terms of
Investment Agreement, whereby two nominee directors of
the Cuisine Asia Ltd. Were inducted into the board and
since then the composition of the Board of Directors of JS
Hospitality Services Private Ltd. Continues in the ratio of
3:2
11.05.2012 Two nominee Directors in the board meeting of JS
Hospitality Services Private Ltd. Proposed for
incorporation of a 100% subsidary of JS Hospitality
Services Private Ltd. For acquiring entire interest into the
step down partnership firms.
09.10.2012 Mr. Rajesh Babu sent an internal mail to Mr. J.S.
Sabharwal stating him that Mr. Manu Narang has informed
him that partners of “Vatika Grand” and “Park Balluchi”
have also agreed for conversion to private Ltd. Companies.
08.12.2012 Mr. Sanjay Sharma shared a proposal with Mr. Amit
Manocha, who was representing Cuisine Asia Ltd., for
incorporating two new companies with primary object of
taking over the business of the existing partnership firm.
12.12.2012 Phoenix Legal was appointed to assist in the conversion of
the Partnership firms into Companies. The letter of
 appointment was issued after discussion with Cuisine Asia.
02.03.2013 An email was sent by Mr. Jaspal Singh Chadha to Mr. Amit
Manocha suggesting conversion of partnership firms to
LLPs, and seeking clarification on FDI policiy, which
according to the Claimant prohibited the conversion of
partnership firms to LLPs.
13.03.2013 A proposal was sent by the Petitioners to convert the
Partnership Firms to LLPs
15.03.2013 Mr. Manocha replied vide letter that government approval.
Which was time consuming was necessary to convert for
the conversion of Partneship Firms to LLPs. Therefore he
insisted on converting them into Companies
26.03.2013 The Petitioners informed that Mr. Sanjay Sharma wanted
the firms to be converted to LLPs only.
08.04.2013 A meeting was organized to clarify to the Petitioners about
the requirement of FIPB approval and Mr. Manocha agreed
to seek such approval.
09.04.2013 & Two board meeting were held where it was discussed that
12.04.2013 Rs. 4 crores would be infused in JS Hospitality Services
Private Ltd. By rights issue.
23.09.2013 A board meeting was held of JS Hospitality Services
Private Ltd., with an agenda for the transfer of Cuisine
Asia’s 49% stake in JS Hospitality Services Private Ltd. To
the Respondent.
27.09.2013 A circular resolution was shared for the transfer of shares
held by Cuisine Asia in JS Hospitality Services Private Ltd.
 to the Respondent. On the same date the investment
agreement was amended vide first amendment agreement,
to replace the definition of term “AFFILIATE”. After the
execution of this Amendment Agreement, Cuisine Asia
transferred its shareholding in JS Hospitality Services
Private Ltd. to the Respondent vide Share Purchase
Agreement dated 18.11.2013
21.11.2013 A board meeting was held for JS Hospitality Services
Private Ltd. Wherein it was agreed to amend the term
“Affiliate” in the Articles of Association. It was also
conditionally agreed to amend the Business Development
Agreement that the JS Hospitality Services Private Ltd.
Would not seek a return of advance from Mr. Bhupinder
Singh Chadha until the Respondent increased its
shareholding beyond 51%
01.08.2014 Vatika Grands lease of HUDA Restaurant Building in
Sector 29, Gurgaon was renewed.
27.10.2014 A board meeting of JS Hospitality Services Private Ltd.
Was held whereby the rights of issue of Rs. 80 lakhs was
discussed and approved. The Respondent, who participated
in the rights issue, was offered 9408 shares for an amount
of Rs. 39,20,000
04.11.2014 The Respondent was informed that Mr. Sanjay Sharma had
agreed to exit the Partnership Firm, subject to certain
conditions.
10.06.2015 & The Respondent replied to Petitioners email and agreed to
25.06.2015 purchase Petitioners 46% shareholding in JS Hospitality
Services Private Ltd. For Rs. 13 crores
21.08.2015 The Respondent shared a term sheet with Petitioner for the
sale of 95% stake in JS Hospitality Services Private Ltd. To
Massive Restaurant
07.09.2015 The Petitioner wrote to the Respondent informing it that
the Petitioners were willing to sell the entire 51% stake in
JS Hospitality Services Private Ltd. For Rs. 21.5 crore.
08.09.2015 The Respondent responded to the offer for sale of 51%
shares stating that the lease executed with HUDA required
the Petitioners to remain shareholders and thus the
Petitioners shareholding could be reduced 2% with the
remaining 98% shares sold to Massive Restaurant
29.09.2015 The Respondent shared an updated term sheet with the
Petitioners for the purchase of 98% stake by Massive
Restaurant in JS Hospitality Services Private Ltd.
04.12.2015 The Respondent issued a legal notice to Petitioners through
Phoenix Legal alleging breach of clause10.2 and clause
10.5 of the Investment Agreement
26.12.2015 Reply to the legal notice was given wherein true facts were
explained and denial was done with regard to breach of any
clause of the Investment Agreement.
02.05.2016 Mr. Amit Manocha by email requested Dr. Pasricha a
person known to the Petitioner to discuss and finalize the
commercials as per term sheet for acquisition of 98%
equity of the JS Hospitality Services Private Ltd. By
 Massive Restaurant Pvt. Ltd.
15.04.2017 Mr. Bhupinder Singh Chadha resigned from the board of
JS Hospitality Services Private Ltd. for personal reasons
and same was accepted by board unanimously.
06.07.2017 Dr. Pasricha confirmend that Petitioner has done his best to
ensure all the compliances and took personal interest in
improving the business which was on decline at one stage.
07.07.2017 A meeting was held for proposing appointment of KPMG
for vendor due diligence and Wodehouse Capital as
investment banker for finding prospective buyer for buying
the entire stake of the Respondent as well as Petitioner No.
1&2 in JS Hospitality Services Private Ltd.
10.08.2017 Engagement letter was issued to KPMG
16.09.2017 Petitioner sent an email to Mr. Amit Manocha confirming
his readiness to go along with Wodehouse
19.08.2017 Mr. Bhupinder Singh Chadha transferred entire equity held
by him in JS Hospitality Services Private Ltd. In favouer of
Mrs. Pramjit Kaur and same was accepted by the board
unanimously which included nominee directors of the
Respondent.
19.01.2018 Respondent issued notice demanding exercise of First Call
Option under clause 13 of the Investment Agreement.
25.01.2018 Respondent thereafter issued notice to cure event of default
16.02.2018 The cure notice was replied wherein the Petitioner once
again offered to sell 45.18% equity out of 51% equity of
Promoters shareholding
26.02.2018 Respondent via letter reiterated the demand to complete the
call option within 7 days.
07.03.2018 Respondent issued notice to dispute which finally
culminated into an Arbitration Proceeding.
06.04.2018 Arbitration Proceedings were initiated by the Respondent
in accordance with the clause 29 of the Investment
Agreement.
19.04.2018 Petitioner sent a reply to the notice invoking arbitration
12.06.2018 The Arbitration Tribunal was constituted
22.01.2020 The arbitration award was passed in favour of the
Respondent.
12.02.2020 The corrected Arbitration award was passed
 IN THE HIGH COURT OF DELHI AT NEW DELHI
CIVIL ORIGINAL JURISDICTION
O.M.P. (COMM) NO. _____ OF 2019

In the Matter of:

Mr. Jaspal Singh Chadha & Ors. …Petitioner
VERSUS
F&B Asia Ventures Pte. Limited …Respondent

To,
Hon’ble Chief Justice of the Delhi High Court at New Delhi
And His Companion Judges

PETITION UNDER SECTION 34 OF THE ARBITRATION AND

CONCILIATION ACT, 1996, TO CHALLENGE THE AWARD DATED 12.02.2020
AS PASSED BY LEARNED LEARNED ARBITRAL TRIBUNAL

MOST RESPECTFULLY SHOWETH:

• The present Petition under Section 34 of the Arbitration and Conciliation Act,
 1996, is being filed by the Petitioner against the Arbitral Award dated 12.02.2020
passed by Learned Arbitral Tribunal to the extent of the following:-
A. Wherein the Ld. Arbitration Tribunal directed the Petitioners to facilitate
the exercise of First Call Option by a third party, identified by the Respondent as
contemplated under the clause 13.1 of the Investment Agreement.
B. Wherein the Ld. Arbitration Tribunal directed the Petitioners to complete the
formalities towards First Call Option under clause 13 of the Investment Agreement in
terms of the First Call Option notice.
C. Wherein the Ld. Arbitration Tribunal directed the Petitioners to execute such forms
or documents and take all such actions as are necessary for the Respondents to
exercise its First Call Option under the Investment Agreement and comply with its
obligations provided thereunder.
D. Wherein the Ld. Arbitration Tribunal declared that the Petitioners are in default of
clause 31.1(a) of the Investment Agreement.
E. Wherein the Ld. Arbitration Tribunal declared that the Petitioners have lost their
rights and entitlements with regard to Investment Agreement under clause 31.2(a) of
the Investment Agreement.
F. Wherein the Respondent is awarded a sum of Rs. 1,43,57,618.87 towards cost of
Arbitration.
PARTIES:
1. The Petitioner No.1 is the Chairman and Director and substantial shareholder of
Petitioner No.2.
2. That the Petitioner No.2 is a Private Limited Company incorporated and existing
under the provisions of Companies Act 1956/2013 and is engaged in the business of
running restaurants and banquet hall etc. The Petitioner No. 2 was incorporated vide
certificate of incorporation dated 04.08.2004.
3. That the Respondent is a Private Limited Company incorporated under the provisions
 of Singapore Act, 1967 having its registered office at 163, Penang Road, 08-03,
Winsland Hose II, Singapore-238463 and is the group entity of Cuisine Asia Limited
a Company incorporated under the laws of Mauritius having its registered office at
IFS Court, 28 Cybercity, Ebene, Mauritius.
4. That the Respondent, is presently holding 49% of equity in the Petitioner No. 2 as an
investor in terms of the investment agreement dated 05.12.2011 which was
subsequently amended on 27.09.2013.
BRIEF FACTS:
1. J.S. Hospitality Services Pvt. Ltd. (in short “JSHPL”) i.e Petitioner No.2 was
promoted by Petitioner No.1 and Mr. Bhupinder Singh Chadha on 04.08.2004 with
the main objective of carrying business of Hospitality. To achieve the said objectives,
JSHPL opened various outlets under the brand name “Pind Baluchi” and “Park
Baluchi” under various business arrangements inter- alia; ownership base,
franchising, partnership etc.
2. That the Petitioner No. 1 Jaspal Singh Chadha, also carried out business in four
partnership firms with four parties under the name “Vatika Grand”, “An Elegant
Hospitality”, “Grand Vatika” and “Park Balluchi”. The intellectual property rights of
“Pind Baluchi” and “Park Baluchi” were owned, possessed and registered in the
individual name of Mr. Jaspal Singh Chadha.
3. That in June 2011 Petitioner No.1 was approached by Everstone group, a foreign
investor fund and proposed to acquire JSHPL through their controlled Indian entity,
Pan India Foods Solutions Pvt. Ltd., in short “PAN INDIA” with a proposal to take
over the entire business of JSHPL. Proposal culminated into execution of non-
binding term sheet dated 06.07.2011 Predominant terms and conditions of the said
non-binding term sheet inter alia read: -
• The JV business of JSHPL in “Grand Vatika” and the business of partnership firms
“Vatika Grand”, “An Elegant Hospitality” and “Park Baluchi” to the extent owned
 by Mr. Chadha and family would be consolidated into JSHPL.
• Clause (2)- All JV’s and other stakes owned by Mr. Chadha and family in the
Partnership firms and intended to be transferred to JSHPL shall be consolidated into
JSHPL prior to the proposed investment by the investor (Consolidation), in the
manner aggregable to the investors. The transfer shall also include transfer of any
and all intellectual property rights such as inter-alia trademark / trade names along
with the consolidation in favour of the JSHPL.
• PAN India Food Solutions Pvt. Ltd. or its affiliates shall be the proposed investor.
• TAG along rights– In the event Indivision India Partners (ultimate beneficiary),
transfers “Controls and Majority stake” of the investor (PAN India Food Solutions
Pvt. Ltd) to another shareholder than the management shareholders shall have the
right to TAG along with Indivision India Partners in such exit.
• The provision of the definitive agreement will remain in force until the investor holds
or has equity share holding of at least 5% in the company. It is clarified that
investor’s initial stake shall be 51% and the 5% indicated here is for dissolution
based on subsequent actions. Subject to applicable laws and regulations, all such
rights which can be held post the listing of the company shall continue to remain in
effect.
1. In pursuance of term sheet dated 06.07.2011, Mr. Jaspal Singh Chadha and his family
(Mr. Bhupinder Singh Chadha) by executing reconstituted partnership deeds on
01.12.2011 retired from the above mentioned partnership firms, transferred all their
interest in the said partnership firms to JSHPL and consequently JSHPL became
partner in the said partnership firms. In terms of reconstituted partnership deeds, Mr
Jaspal Singh Chadha and his son were ousted from affairs of partnership through
retirement, consequently they were left with no locus and all the obligations agreed in
reconstituted partnership were agreed to be discharged by continuing partners, JSHPL
and third parties which includes obligation to convert partnership firm into limited
 liability partnerships (LLP) as agreed in the said reconstituted partnership deeds as
reproduced herein under;
• Clause 16 of the reconstituted partnership deed of “Vatika Grand” postulated inter-
alia;
“The continuing partners agree that, the Partnership firm shall take all steps
necessary to convert the partnership firm into a limited liability partnership within 3
months from the execution date”.
• Clause 15 of the reconstituted partnership deed of “An Elegant Hospitality”
postulated inter-alia;
“The continuing partners agree that, the Partnership firm shall take all steps
necessary to convert the partnership firm into a limited liability partnership within 3
months from the execution date”.
• Clause 14 of the reconstituted partnership deed of “Park Balluchi” postulated inter-
alia;
“The continuing partners agree that, the Partnership firm shall take all steps
necessary to convert the partnership firm into a limited liability partnership within 3
months from the execution date”.
• Clause 14A of the reconstituted partnership deed of “Grand Vatika” postulated inter-
alia;
“The first party (Anil Kumar Goel) the second party (Mrs. Brijesh Tomar) and the
Third party (JSHPL) agree that partnership firm shall take all step necessary to convert
the partnership firm into a limited liability partnership within three months the date
hereof”
1. Pursuant to which on 05.12.2011, as opted by Ever stone, Investment Agreement was
executed between Cuisine Asia Ltd, predecessor of Respondent herein, a Mauritius
based entity under the control and management of Everstone, and Mr. Jaspal Singh
Chadha, Mr. B.S. Chadha and JSHPL. Terms and Conditions of the said Invest
 Agreement relevant to the present dispute is iterated hereunder:-
• CLAUSE 10. CONDITIONS SUBSEQUENT
10.1 Within a period of 30 (thirty) days immediately following the Closing Date, the
Company shall, and the Promoters shall procure that the Company shall, take all
steps necessary for the appointment of one of the Big Four Firms, as identified by the
Investor, as the statutory auditor of the Company.
10.2 The Company shall, and the Promoters shall procure the Company to, satisfy all
such Second Condition(s) Precedent waived by the Investor under Clause 8.5 within a
period of 90(ninety} days immediately following the date of the notice pursuant to
which the Investor waives such Second Condition{s) Precedent.
10.3 On or before 31 March 2012, the Promoters shall, on a joint and several basis,
exercise best efforts to renew or otherwise secure the renewal or extension of the term
of use for at least a period of 4 (four) years from the expiry of the existing term of the
premises situated at HUDA Restaurant Complex, City Center Sector 29, Gurgaon,
Haryana ("Sector-29 Gurgaon Outlet") under the license agreement dated 12
February, 2001 entered into between Mr. J.S. Chadha and Haryana Urban
Development Authority, as renewed/extended from time to time.
10.4 The Promoters shall, on a joint and several basis, manage and conduct any legal
proceedings, whether proceedings under the Public Premises (Eviction of
Unauthorised Occupants)-Act, 1971 or any claims, demands, suit, recovery
proceedings; investigation; enquiries, show cause notices, or otherwise proceedings,
of any nature, civil, criminal, regulatory or otherwise, in connection with the use of
the premises situated inside Deer Park, Hauz Khas Village, New. Dethi-110016
("Hauz Khas Outlet") used by an Affiliate of the Company, on a license basis, for
operating a restaurant and bar under the brand names of ‘Pind Balluchi' and 'Park
Balluchi' under the agreement dated 3 July, 1995 entered into between Mr. J.S.
Chadha, sole proprietorship, M/s. Vatika Restaurant and Banquet and Delhi
Development Authority
10.5 Within a period of 120 (one-hundred twenty) days immediately following the
Closing Date, the Promoters shall, on a joint and several basis, at their sole cost and
expense:
10.5.1 terminate/cancel the Memorandum of Understanding - License Agreement
dated February, 2010 between Mr. J.S. Chadha, Mr. Subhash Ahuja and Mr. Prithipal
Singh Sawhney ("Park Balluchi MoU") or enter into an amendment agreement which
limits the- number of outlets that may be operated by Mr. Subhash Ahuja and Mr.
Prithipal Singh Sawhney, as the case may be, under the existing terms of the Park
Balluchi MoU, to up to a maximum of 4 (four) existing outlets or such higher number
of outlets as may be agreed by the investor in writing;
10.5.2 take all such steps as may be required by the Investor to effectively deal with
Park Balluchi Hospitality so as to ensure that the rights and interests of the Company
in and to the Park Balluchi trade/brand name/mark are fully and sufficiently
protected to the satisfaction of the Investor, which will be (i) by causing Park Balluchi
Hospitality Private Limited to change its name and ceasing to use the brand/trade
name/mark "Park Balluchi" or any similar trade name/mark/brand; or {ii) requiring
the Registrar of Companies, NCT of Delhi and Haryana to strike off the name of Park
Balluchi Hospitality from the Register of Companies under Section 560 of the
Companies Act.
10.6 Within a period of 180 (one hundred and eighty) days immediately following the
closing date, the company shall and the promoters shall, on a joint and several basis,
ensure that the company acquires the entire interest in the promoter partnership firms
(except in the Park Balluchi Partnership) and thereafter secures its rights to obtain
the entire restaurant, bar and hospitality business being presently
conducted/undertaken by the Promoter Partnership Firms under the brand names of
“Pind Balluchi” and “Park Balluchi”, which may be achieved in any manner that the
 investor requires, including:
• by ensuring that the Promoter Partnership Firms (except the Park Balluchi
Partnership) are converted to private limited companies with their entire
shareholding being held by the Company; or
• by converting the Promoter Partnership Firms (except the Park Balluchi
Partnership) to a limited liability partnership where the entire interest is owned by
the Company; or
• the entire business of the Promoter Partnership Firms {except the Park Balluchi
Partnership) is transferred to the Company.
In the event that in order to implement the objectives and actions under this Clause
10.6 prior approval/permission of any Governmental Authority is required, the
Company and Promoters shall take all such steps as may be necessary to obtain such
approval/permission.
• CLAUSE 13. FIRST CALL OPTION OF THE INVESTOR
13.1 The Investor shall, at any time after the Share Application Remittance Date,
have the option to acquire, whether on its own or through any Affiliate or any third
party identified by it to exercise the First Call Option, such number of the Equity
Shares then held by the Promoters, such that following the purchase of such Equity
Shares the Investor together with the Equity Shares held by any Affiliate or any third
party identified by it to exercise the First Call Option, holds 489,600 Equity Shares
forming part of the Equity Shares held by the Promoters as at the Execution Date
("First Option Shares") at a price per Equity Share based on the Pre-Money
Valuation (i.e. INR 416.6667 per Equity Share}, as adjusted in accordance with
Clause 3.5 and Clause 3.6 ("First Option Consideration"), (such option, the "First
Call Option"), representing, as at the Execution Date, 51% of the issued, subscribed
and fully paid up equity share capital of the Company.
13.2 In the event the Investor wishes to exercise the First Option, the Investor shall
deliver a written notice to the Promoters confirming its exercise of the First Call
Option ("First Option Notice").
13.3. No later than 3 {three} Business Days from the date on which the Investor
delivers the First Option Notice, or on such other date as may be agreed by the
Parties in writing ("First Option Closing Date"), the Parties shall undertake the
following actions or deliver the following documents as mentioned hereunder:
• the Promoters and the Company shall execute and deliver a certificate to the
Investor to. the effect that the Warranties set out in SCHEDULE XI of this
Agreement are true, complete, accurate and correct as on the First Option Closing
Date as though such Warranties had been made as of such date;
• the Promoter shall procure the resignation of 1 (one} Promoter Director from the
Board and hand over to the Investor a resignation letter in Agreed Form;
• the Investor shall, or shall cause the Affiliate or any third party identified by the
Investor to exercise the First Call Option, as the case may be, to, remit the First
Option Consideration (where applicable, adjusted in accordance with Clause 3.6)
in the bank account{s) designated by the relevant Promoter({s);
• the Promoters shall hand over to the Investor, valid delivery instruction slips for
the credit of the First Option Shares in the demat account of the Investor or its
Affiliate or the third party identified by the Investor to exercise the First Call
Option, as the case may be,;
• the Promoters shall file duly filled and executed forms FC-TRS (in quadruplicate)
with the concerned authorised dealer bank in respect of the First Option Shares
and procure due endorsement of the certificate in Form FC-TRS from such
authorised dealer bank. The promoters shall provide to the investor, the relevant
supporting documents required in connection with the filing of form FC-TRS
• Upon completion of the steps contemplated under (a) and (e) above, the
 Promoters shall convene a meeting of the board.
• to approve the sale of First Option Shares to the Investor, the Affiliate or any
third party identified by the Investor, as the case may be;
• to reconstitute the Board in accordance in accordance with the provisions of
Clause 15.1 and appoint a nominee of the Investor as an additional director
on the Board;
• in respect of the First Option Shares, to cause the name of the Investor or its
Affiliate or any third party identified by the Investor to exercise the First Call
Option, to be entered in the register of members of the Company, maintained
by the Company in accordance with the provisions of the Companies Act.
13.4. Without prejudice to the rights of the Investor under Clause 13.1 through Clause
13.3 at the Investor's option the Parties shall in good faith discuss and agree on any
mechanism as may be permissible under Applicable Law to enable the Investor
exercise the First Call Option, including by way of:
• a buy-back of shares by the Company under Section 77A of the Companies Act; or
• reduction of share capital under Section 100 of the Companies Act; or
• re-organisation of share capital under Sections 391 to 394 of the Companies Act.
13.5 The Promoters agree that in the event any approvals are required from
Governmental Authorities in order to consummate any transfer of Equity Shares or
Securities undertaken in accordance with the terms of this Clause 13, the Promoters
shall use their best endeavors to obtain such approvals, and the investor shall provide
ail such reasonable cooperation to enable the Promoters to obtain such approvals.
The time period taken to obtain any such approval will be excluded from any period
specified in this Clause 13.

• CLAUSE 14. SECOND CALL OPTION OF THE INVESTOR

14.4 The Investor shall be entitled to exercise the Second Call Option prior to the
 expiry of the Second anniversary of the Closing Date in the event:
• the Board takes a decision to undertake a listing of the Securities of the Company
at any stock exchanges, whether in India or abroad;
• the share capital of the Investor is acquired by a third party with such acquisition
resulting in a change of Control of the Company;
• at any time, there occurs 'a Promoter Event of Default, then, in such event the
Second Call Option Consideration shall only be 80% of the Second Call Option
Consideration determined under Clause 14.1. It is clarified that any such exercise
by the Investor of the Second Call Option shall not, in any manner, be deemed to
prejudice its rights under Clause 27 or under law, equity, contract or otherwise.

• CLAUSE 22 PROMOTER PUT OPTION

22.1 In the event that the shares of the investors are acquired from Indivision India
Partners by a third party, with such acquisition resulting in a change in control of the
investors, the promoters shall have the option (put option) exercisable at its sole
discretion at the time of such change in control, to require by written notice (put
option exercise notice), that the investor purchases or causes the purchase from the
promoters, the equity shares then held by the both the promoters (put option shares).
The price payable by the investors in respect of the put option shall be the second call
option consideration on a per equity share basis as certified by the statutory auditor
of the company. For the avoidance of doubt it is clarified that the call second option
consideration shall be subject to adjustment in accordance with clause 3.5 and 3.6.

• CLAUSE 24. FUNDING OBLIGATIONS

24.1 In the event that the company requires additional funding for its operations, the
company shall raise such additional funds by way of issuance of additional equity
shares (“Additional Shares”) to the shareholders of the company (“Right Offer”). In
 proportion to the equity shares held by them at the date such funding is to be
provided. As per the business plan of the company, the company shall require equity
funding of Rs. 250,000,000 (two hundred and fifty million) which will be funded
accordingly.
1. It is pertinent to mention that since beginning claimant had agreed to acquire entire
control and management of JSHPL to which Mr Jaspal Singh Chadha agreed because
of his old age and Mr. Bhupinder Singh Chadha’s lack of interest in carrying on the
business, a fact admitted by the Respondents in their Company Petition filed u/s 241
of Companies Act, 2013 before Hon’ble National Company Law Tribunal, New
Delhi.
2. It is submitted that Respondent being conscious of the fact that to make investment
exceeding 50% in JSHPL it would require prior approval of the appropriate authority
i.e. FIPB (Foreign Industrial Promotion Board) under the prevailing rules and
regulations governing Foreign Direct Investment (FDI), as JSHPL was having
interest in step down partnership firms which it continues till date, structured
investment agreement in three phases. In the first phase, Respondent acquired 49%
equity of JSHPL and agreed to acquire entire interest in step down partnership firms
in JSHPL and post acquisition of interest in step down partnerships, 2 nd phase of
acquisition of controlling stake to commence which shall be followed by third phase
of acquiring entire control and management of JSHPL. But in case of default by Mr
Jaspal Singh Chadha, Respondent reserved its right to acquire entire control and
management of JSHPL at discounted sale consideration. Petitioner as agreed,
remained always willing and ready to hand over entire control and management of
JSHPL to Respondent.
3. Pursuant to execution of Investment Agreement the board of directors of JSHPL were
reconstituted on 05.12.2011 wherein two nominee directors of the predecessor of the
Respondent were inducted into the board and since then composition of the board of
 directors of JSHPL till date continues to be in the ratio of 3:2
4. Pursuant to which on 11.05.2012 two nominee directors of the Respondent proposed
for incorporation of a 100% subsidiary of JSHPL for acquiring entire interest in the
step down partnership firms (Promoter Partnership Firms) except Park Balluchi in
terms of clause 10.6 of the investment agreement. The minutes of the said meeting
inter-alia reads;
The board was informed that the company had a stake in following partnership
firms
• Grand Vatika Partnership
• An Elegant Hospitality Partnership
• Vatika Grand Partnership
• Park Balluchi
Mr. Rajesh Babu explained the board that it was proposed:
• To incorporate 100% subsidiary of the company (“Subsidiaries Companies”)
• To transfer interest in existing partnerships of the company to the subsidiaries
companies at the existing terms
• Thereupon, all the partnership entities shall be converted to limited liability
partnerships (LLPs), thus proportionate interests in these LLPs would be held
by the subsidiaries companies.
Post conversion of the partnerships into LLPs, subject to necessary approvals,
Cuisine Asia Ltd. proposes to increase its stake in the company from existing
49% to 51%.
Subsequently resolution were passed unanimously for incorporating 100%
subsidiary of JSHPL
1. Pursuant to which on 10.10.2012 Mr. Manu Narang sent an email to Mr. Amit
Manocha which was also marked to Petitioner no.1, Mr. Manu Narang categorically
stated that he is in the process of discussing the process note with Mr. Jaspal Singh
 Chadha and Mr. Sanjay Sharma according to which, the firms would be converted
into Companies and which noted the consideration would be received by Mr. Sanjay
Sharma.
2. The above noted discussions culminated into extending offer to Mr. Sanjay Sharma,
the third-party partner of the two stepdown partnership firms, Vatika Grand and An
Elegant Hospitality for acquisition of his share in the said partnership firms for which
proposals were exchanged from time to time.
3. On 08.12.2012, the Petitioners shared a proposal with Mr. Amit Manocha, who was
representing Cuisine Asia Ltd. For incorporating two new companies with the
primary object of taking over the business of existing partnership firms.
4. It is submitted that the Petitioner despite of not having any direct interest into the step
down partnership firms made all effort for the conversion of the said firms into LLPs
and in this regard several discussions were held with Mr. Sanjay Sharma.
5. That in these discussions Mr. Sanjay Sharma desired for conversion of his interest in
the stepdown partnership firms into LLP. Subsequent to which by mail dated
02.03.2013 Mr. Amit Manocha was informed on behalf of Mr. Sanjay Sharma that
Mr. Sanjay Sharma desired for converting step-down partnership firms into LLP.
6. Pursuant to which on 13.03.2013 Mr. Sanjay Sharma forwarded revised proposal and
thereafter on 15.03.2013 it was categorically communicated to Mr. Amit Manocha
that Mr. Sharma would opt for conversion to LLP against Private limited company as
proposed by Mr Manocha because conversion to Pvt. ltd. company would result in
immediate tax liability in the hand of Mr Sharma without any concrete offer of exit
and upfront payment.
7. However, the claimant by mail dated 24.03.2013 once again insisted for conversion
to private limited company stating that conversion to LLP is a time consuming and
costly exercise. Followed thereto was an email trail on 26.03.2013 wherein response
was given on the proposed exit of Mr. Sharma wherein Mr. Sharma once again
 insisted for conversion to LLP only because of the immediate tax impact without any
gain. Finally, all negotiations with Mr. Sharma were deferred at the option and
volition of the claimant as communicated by Mr Amit Manocha by mail dated
29.04.2013
8. The above point makes it quite obvious that despite the Petitioners best of efforts, due
to the lack of co operation and constant impediments created by the Respondent the
task of conversion of Partnership Firms into LLPs kept on getting delayed.
TRANSFER OF EQUITY TO CLAIMANT HEREIN
1. Pursuant to abandoning process of negotiation with Mr Sanjay Sharma, Respondent
predecessor, Cuisine Asia Limited contrary to investment agreement and articles of
JSHPL coupled with provisions of Companies Act, 2013, under undue influence
caused transfer of its entire holding of 616140 equity shares of JSHPL to the
Respondent without even disclosing the sale consideration, terms of said transfer,
production of transfer deed etc. through circular resolution.
2. It is submitted that by Clause 22.1 of the Investment Agreement, it was agreed that in
case investor wish to transfer its investment in JSHPL, the promoters shall have right
to sell their shares at the same price, therefore Petitioner no.1 insisted for sharing
information regarding transfer of above referred equity shares but to suppress rights
of Petitioners, representative of Respondents, Mr Amit Manocha and Mr. Jaspal
Singh Sabharwal remained evasive in their replies.
3. Thereafter on 01.06.2015 Mr. Philip Walter Chairman of the Respondent Company
on behalf of the Respondent issued notice to Mr. Jaspal Singh Chadha and his son
Mr. B.S. Chadha stating that as per clause 10.6 of the investment agreement within a
period of 180 days immediately following the closing date, on a joint and several
basis, Mr. Chadha along with the company had agreed and undertaken to ensure that
the company acquires the entire interest in the promoter partnership firm except Park
Balluchi partnership and thereafter secured its rights to obtain the entire Restaurant
 and BAR and Hospitality business being conducted or undertaken by the promoter
partnership firms under the brand name of “Pind Balluchi” and “Park Balluchi”. It
was further stated that under the reconstituted partnership deed, pursuant to which the
company has become a partner in Vatika Grand, park Balluchi, Grand Vatika and An
Elegant Hospitality partnerships, the partners of the respective partnerships had an
obligation to convert the partnership into LLP within 3 months from the date of
execution of the reconstituted partnerships and though you continue to be in the
management and operational control of the company, but you have deliberately
chosen not to cause the company to act in this regard so as to convert the said
partnership into LLP as agreed. By this notice it was requisitioned that the Noticee
initiate and conclude the conversion of Vatika Grand, Grand Vatika, Park Balluchi
and An Elegant Hospitality into LLP with the consent of FIPB/ relevant
Governmental authority and to also apply to FIBP /relevant governmental authority
for approval for the company to have FDI of more than 50% and complete the call
option exercise process as per the agreement to give effect to the right of the claimant
of first call option/second call option.
4. It is pertinent to mention here that following execution of reconstituted Partnership
deed Mr. Jaspal Singh Chadha and his son Mr. Bhupinder Singh Chadha were ousted
from the affairs of partnership through retirement and consequently they were left
with no locus and all the obligations agreed in reconstituted partnership deed were
agreed to be discharged by continuing partners, JSHPL and third parties which
includes obligation to convert partnership firm into Limited Liability Partnership.
5. It is further submitted that the deadlock with regard to conversion of Partnership
Firms into LLPs subsisted purely because of failure of co operation on the part of the
Respondent.
NEGOTIATION BY CLAIMANT TO ACQUIRE 98% OF PAID UP EQUITY OF
JSHPL WITHOUT TAKING OVER INTEREST OF STEP-DOWN
PARTNERSHIPS
1. Pursuant to notice dated 01.06.2015 a meeting was held on 09.06.2015 between Mr.
Jaspal Singh Chadha, Mr. Jaspal Singh Sabharwal, the Nominee director of the
Respondent and Mr. Amit Manocha, nominated by the Respondent, the minutes
thereof were communicated by e-mail dated 10.06.2015. In this meeting Respondent
principally agreed to buy 46% equity of JSHPL out of 51% held by Petitioner No.1
and Mr. Bhupinder Singh Chadha for consolidated net value of Rs. 12 Crores but
Petitioner No.1 and Mr. Bhupinder Singh Chadha offered to sell the same for a
consideration of Rs. 13 Crores.
2. Respondent having accepted the pre-terms of acquiring 46% equity held by Petitioner
No.1 and Mr. Bhupinder Singh Chadha in JSHPL, Mr Amit Manocha by e-mail dated
21.08.2015 shared a draft term sheet to that effect. As per para 8 of the said draft term
sheet which contained conditions precedent, there was no condition laid down for
conversion of stepdown partnership firms into LLP or Pvt. Ltd. Companies because
Respondent once again proposed to acquire 46% equity through their affiliate,
Massive Restaurant Pvt. Ltd., an Indian company in which the Respondent was
having substantial stake and control. Sharing of the above term sheet led to various
meetings between the parties and the same culminated into the decision of the
Respondent to acquire entire 98% stake of JSHPL communicated by Mr. Amit
Manocha to Petitioner by email dated 08.09.2015 and consequently an updated term
sheet was shared by email dated 29.09.2015
3. Thereafter vide mail dated 21.05.2016 the Respondent stated their desire to start due
diligence.
4. Mr Amit Manocha by e-mail dated 02.05.2016 requested Dr. Pasricha, a person also
known to Mr. Jaspal Singh Chadha to discuss and finalize the commercials as per
term sheet sent for acquisition of 98% equity of the JSHPL by Massive Restaurant
Pvt. Ltd. Dr. Pasricha held various meetings which resulted in commencement of due
 diligence by PWC and inputs were also shared as is evident from mail dated
16.08.2016 and 29.08.2016 Dr. Pasricha finally by mail dated 06.07.2017 confirmed
that Mr. Chadha has done his best to ensure all the compliances and took personal
interest in improving the business which was on decline at one stage. The mail inter
alia reads:
“Since I was appointed as arbitrator with mutual consent of your company
as well as that of Jaspal Singh Chadha, I had a difficult task to perform.
But despite various complexities and compliance issues as well as the
increased distrust in the beginning, we, together, succeeded in untying the
knots and creating an environment of mutual trust and goodwill. Jaspal
Singh Chadha also did his best to ensure all compliances and took
personal interest in improving business which was on decline at one stage.
He is now requesting that he should be given a monthly salary w.e.f.
August, 2016, as per our commitment made with mutual understanding.
Since we had given an assurance, I am of the opinion that it must be
honoured, specially when he has complied with all the instructions given to
him from time to time during the last more than a year. May I request you
to ask Mr. Amit Manocha to expedite his approval on the email sent last
month”
1. That on 15.04.2017 Mr. Bhupinder Singh Chadha resigned from the board of JSHPL
for personal reason and the same was accepted by the Board unanimously.
Subsequently Mr. Bhupinder Singh Chadha transferred entire equity held by him of
JSHPL on 19.08.2017 in favour of Mrs Pramjit Kaur and same was approved by
board unanimously which included nominee directors of Respondent.
2. The Respondent post conclusion of Dr. Pasricha’s assignment whimsically
abandoned the proposal of acquiring of 98% equity of JSHPL through Massive
Restaurant Pvt. Ltd. and embarked upon a third proposal.
APPOINTMENT OF KPMG FOR VENDOR DUE DILIGENCE AND
WODEHOUSE CAPITAL AS INVESTMENT BANKER
1. Pursuant to which meeting was held on 07.07.2017, the minutes of which were
shared by mail dated 18.07.2017 proposing for appointment of KPMG for vendor due
diligence and Wodehouse Capital as investment banker for finding prospective buyer
for buying the entire stake of the Respondent as well as Petitioner no.1 & Mr.
Bhupinder Singh Chadha in JSHPL.
2. It is submitted that Petitioner No. 1 once again consented with the said proposal of
the Respondent and agreed to co operate with the Respondent in exercising the
proposal of the Respondent.
3. In pursuance thereto, engagement letter was issued to KPMG on 10.08.2017. On
16.09.2017 Mr.Jaspal Singh Chadha sent an email to Mr. Amit Manocha confirming
his readiness to go along with Wodehouse but requested to address three issues
highlighted by him before signing the engagement letter;
i. Discussing with Wodehouse, to remove indemnity clause from the Engagement letter.
ii. The entire transaction should be completed within 4 to 6 months;
iii. As per the present scenario, the credit period availed by the company has been
reduced to 30-40 days by the vendors of 60-70 days as previously agreed with them
due to enforcement of GST regime. Till date, due to my personal relationship
maintained with the vendors and personal loans taken from my relatives and
associates, have been able to somehow run the business. The company is facing
financial crunch. In order to maintain financial health of the company, money needs
to be infused on a priority basis.
1. It is pertinent to mention that under investment agreement, Petitioners were conferred
with right to exercise option to sell ( tag along right) and with present offer,
Respondent instead of giving option to exercise, forced Mr Jaspal Singh Chadha to
sell at the price as determined by Respondent therefore Mr Jaspal Singh Chadha
 requested to fix base price for sale of their equity which did not find favor with
Respondent and resulted in failure of proposal despite of Petitioner No. 2 making
payment to KPMG and getting vendor due diligence completed so much so that
Petitioner refused to subscribe right issue to make payment to wodehouse.
1st CALL OPTION NOTICE DATED 19/01/2018
1. Pursuant to which Respondent issued notice on 19.01.2018 demanding exercise of
first call option under clause 13 of Investment Agreement. The said notice was
followed by notice to cure event of default on 25.01.2018. The same was replied on
16.02.2018 wherein Mr. Chadha once again offered to sell 45.18% equity out of 51%
equity of promoters shareholding.
2. The Respondent vide letter dated 26.02.2018 reiterated their demand to complete the
call option exercise within 7 days and finally notice to dispute was issued on
07.03.2018 which culminated into the arbitration proceedings.
3. It is submitted that cause of action as per notice dated 19.01.2018 followed by notice
to cure event of default dated 25.01.2019 are for the cause of exercise of right under
clause 13.1 by Respondent itself meaning thereby that Respondent elected to exercise
right on its own and neither through affiliate or third party nominated by it. But in the
prayer (a) of relief in statement of claim first time sought relief in favour of third
party without any cause of action. Therefore relief claimed and verbal contention
raised during arguments for exercise of 1st call option by affiliate or third party are
without any cause of action.
Commencement of Arbitration Proceedings
1. The Arbitration was initiated on 06.04.2018
2. The Ld. Arbitral Tribunal entered into reference to adjudicate the dispute between the
parties on 12.06.2018
3. The Arbitration Proceeding commenced and several claim was submitted by the
Claimant, Respondent herein, vide its Statement of Claim and Amended Statement of
 Claim
4. The Respondents, Petitioner herein, filed their reply to the statement of claim
denying all the claim prayed for by the claimant by placing reliance on the True
Facts, highlighting the whimsical and capricious conduct of the claimant all through
and despite the same respondents giving their full cooperation to the claimants and
treading the path shown by the Claimant. Respondents also challenged statement of
claim by raising legal contention that claim is barred by limitation, delay and latches
and waiver and estoppel etc. Respondent, Petitioner herein also filed a counter claim
against the Statement of Claim.
5. Subsequent to the completion of pleadings following issues were framed for
adjudication:-
i. Whether the Claimant, or a third party nominated by the Claimant can exercise the
First Call Option as contemplated under Clause 13.1 of the Investment Agreement,
and consequently, whether the Claimant can compel Respondent Nos. 1 and 2 to
complete the formalities towards the First Call Option in terms of the First Call
Option Notice?
ii. Whether Respondent Nos. 1 & 2 may be directed by the Tribunal to convert the
Promoter Partnership Firms into an LLP / Company in accordance with Clause 10.6
of the Investment Agreement?
iii. Whether the Respondent Nos. 1 & 2 are in default of Clause 31.1 (a) of the
Investment Agreement, and whether the Respondent Nos. 1 & 2 have lost their rights
and entitlements under Clause 31.2 (a) of the Investment Agreement?
iv. Whether the claimant is entitled for any damages from Respondent no.1 and 2?
v. Whether the claim of the claimant made in the present claim petition are barred by
delay and latches?
vi. Whether the claim of Claimant of exercising first call option under clause 13.1 of the
investment agreement dated 05/12/2011 is barred by law?
vii. Whether the claim of the claimant of exercising 1 st call option under clause 13.1 of
the investment agreement dated 05/12/11 is barred by principal of waiver / estopple?
viii.Whether relief claimed by claimant is legally enforceable?
ix. Whether claimant discharged its obligations under investment agreement dated
05/12/2011?
x. Whether the counter claim is entitled for damages as prayed?
xi. Whether the Claimant or the Respondents are entitled for the costs incurred towards
Arbitration? If so, what would be the reasonable costs?
xii. What are the relief to be finally awarded by Arbitral Tribunal?
1. Claimant, Respondent herein, in support of its statement of claim brought two
witness; Mr. Amit Manocha (CW-1), witness of facts, stated to be authorized by the
claimant and of Mr. Tanmay Bharghav (CW-2) Expert Witness, executive director of
KPMG stated to have submitted report in support of the damages claimed by the
claimant.
2. Respondents, Petitioner herein in support of their case brought three witness; Mr.
Jaspal Singh Chadha (RW-1) witness of facts, Mr. Rahul Moondra (RW-2) witness of
facts and Mr. Bhupinder Singh Chadha (RW-3) witness of facts.
3. Subsequent to the completion of oral arguments the Ld. Arbitral Tribunal finally
passed the award on 22.01.2020 adjudicating in favour of the Claimant, Respondent
herein and completely dismissing the claims of the Petitioner submitted through its
counter claim. Thereafter the Ld. Arbitral Tribunal on 12.02.2020 passed an
Amended award with regard to the imposition of cost in favour of the Claimant,
Respondent herein.
4. It is submitted that the impugned award dated 22.01.2020 and 12.02.2020 is
whimsical, arbitrary, ambiguous and has been passed without proper reasoning and
consideration of facts and evidence.
5. The Petitioner being aggrieved by the said award dated 22.01.2020 and 12.02.2020
 passed by the Ld. Arbitral Tribunal challenges the award on the following amongst
other grounds:-
GROUNDS
A. Because the Claim made in the Statement of Claim are not maintainable since they
are barred under Section 14 of the specific relief act read with section 31 of Indian
Contract Act.
B. Because the Ld. Arbitral Tribunal failed to appreciate the fact that the relief claimed
in the Claim Petition were beyond the scope of Arbitration Agreement existing
between the parties in view of the fact that the conversion of step down partnership to
LLP or Private Limited Company is dependent upon the third party who is not a party
to the investment agreement.
C. Because the Ld. Arbitral Tribunal failed to appreciate the fact that despite not having
any locus the Petitioners had all the time co operated with the Respondents and had
extended every possible help for the conversion of Partnership Firms into LLP. But
the same couldn’t materialize solely due to the failure and non co operation on the
part of the Respondent.
D. Because the Claimant, Respondent herein is guilty of breach of its various obligation
under Investment Agreement including but not limited to making further investment
of Rs. 25 Crores in Petitioner No. 2 as agreed in the clause 24.1 of the said
Investment Agreement. Further Claimant, Respondent herein did not make any effort
to discharge obligation under clause 10.11 of the Investment Agreement and on the
contrary made all efforts to create road blocks in discharge of its obligation by
Petitioner No.2
E. Because the Ld. Arbitrator has failed to appreciate the fact that due to the misconduct
of the Claimant the Petitioner herein has suffered huge monetary losses as well as
loss of business opportunities and thereby is liable to be compensated in accordance
with the principle as laid down by the Hon’ble Supreme Court in Maula Bux vs.
 Union of India, (1969) 2 SCC 554 wherein it was held that:- ..It is true that in every
case of breach of contract the person aggrieved by the breach is not required to
prove actual loss or damage suffered by him before he can claim a decree, and the
Court is competent to award reasonable compensation in case of breach even if no
actual damage is proved to have been suffered in consequence of the breach of
contract. But the expression "whether or not actual damage or loss is proved to have
been caused thereby" is intended to cover different classes of contracts which come
before the Courts.”
F. Because the Claimant has approached the Hon’ble Tribunal with unclean hands and
thus they can not seek equity. To supplement the statement emphasis is placed upon
the judgement of Hon’ble Delhi High Court in  Kimti Lal Rahi v. Union of 
India, AIR 1993 Delhi 211 wherein it was held by the Hon’ble Court that“one who
claims equity must do equity. Estoppel springs from equity doctrine. If the
application at the
principal leads to results which are unjust and opposed to fair play and  
justice the doctrine will have no application in a given case."
Furthermore the Hon’ble Supreme Court has held in the case of Canara Bank and 
Ors. v. Debasis Das and 
Ors :"A person who seeks  equity  must come  with  clean hands.  He, who comes  
to the  Court with false  claims,  cannot  plead equity nor the  Court would  
be  justified to exercise  equity  jurisdiction  in  his favour.  A  person  who  
seeks  equity  must act  in  a  fair  and  equitable  manner."

1. The Petitioner carves leave of this Hon’ble Court to raise any other grounds in
addition and conjunction to the above mentioned grounds and also, amend and/ or
alter and/ or modify and/ or supplement the Petition to that extent.
2. It is respectfully submitted that the Petitioner has not filed any similar
 Petition/Application before this Hon’ble Court or any other Courts of India. The
present Petition is a commercial matter under Section 2 (c) (vii) of the Commercial
Courts, Commercial Division and Commercial Appellate Division of High Courts
Act, 2015.

PRAYER
It is therefore prayed that this Hon’ble Court may be graciously pleased to:-
a. Allow the objection and set aside the order dated 12.02.2020
b. Grant the Petitioner compensation for the loss accrued by him due to the breach of
contract by the Respondents
c. Pass such other order/s as it may deem fit and proper in the facts and circumstances
of the present case
AND FOR THIS THE PETITIONERS SHALL EVER PRAY