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TMI Blog2020 (2) TMI 806X X X X Extracts X X X X X X X X Extracts X X X X ..... Agreement ("SHA") and a Share Subscription and Purchase Agreement ("SSPA") with Respondents No.1 and 2 both dated 21.03.2008 to acquire 50% shareholding in Respondent No. 3 for the development of a Special Economic Zone for Information Technology and Information Technology Enabled Services. The project was to be developed on a plot of land admeasuring approx. 45,202 sq. mts. in NOIDA ("Project Land") which was allotted to one M/s Sarv Mangal Real Tech Pvt. Ltd. ("M/s Sarv Mangal"). The Project Land was sub-leased by M/s Sarv Mangal to Respondent No. 3. 2.2. The SHA and SSPA were terminated. The parties entered into a Restated Shareholders Agreement ("RSHA") and a Restated Share Subscription and Purchase Agreement ("RSSPA") both dated 02.07.2009. As per Clause 3.3 and 3.4 of the RSSPA, Respondents No. 1 and 2 were required to contribute Rs. 45 crore to purchase and subscribe the shares in Respondent No.3, which was brought in by 17.12.2009. 2.3. The Appellants terminated both the agreements on 17.12.2009. The Respondents No. 1 and 2 invoked arbitration, and submitted the Request for Arbitration to the ICC Court under the RSHA and RSSPA. 2.4. The Tribunal vide its award (2:1) dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .2018, Respondent No.1 was permitted to withdraw an amount of Rs. 10 crore unconditionally, from the amount lying deposited in this Court. 3.3. By a further Order dated 14.11.2019, the Senior Counsel for the Appellants requested for time to find a suitable buyer for the Project Land. It was made clear that the sale would be under the auspices of a public authority or a court officer, and the entire sale consideration would be deposited in the Registry of this Court. It was further directed that the balance amount of Rs. 10 crore along with the accrued interest, which was lying been deposited in the Registry of this Court, would be released to Respondent No.1. The counsel for the Appellants made a request to join NOIDA as a party to the present proceedings since the Project Land was leased out by NOIDA. Consequently, Notice was issued to implead NOIDA in the proceedings. 3.4. The Appellants filed an affidavit dated 05.12.2019 stating that the Project Land was free from any and all encumbrances, and was not subject to any pre-existing mortgage or charge. It was further submitted that the Appellants were able to identify a party which was interested to acquire the sub-lease of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Interest @ 14% p.a. Rs. 23,21,00,000 (ii) Lease Rent dues with Simple Interest @ 14% p.a. Rs. 11,93,00,000 (iii)Time Extension charges Rs. 6,57,38,900 (iv) Additional amount payable to land - owners as compensation @ 64.7% Rs. 93,36,577 TOTAL Rs. 42,64,75,477 4. After having heard the Counsel appearing for all the parties, the challenge to the ICC award is hereby rejected. With respect to the amount awarded towards Interest and Penal Interest under the award, the same has been modified by consent of parties, as a prudent commercial decision, in the following terms :- i) The Appellants agree to make a total payment of Rs. 107.50 Crores (Rupees One Hundred and Seven Crores and Fifty Lacs) to Respondents No. 1 and 2 as full and final settlement of their dues under the award dated 20.01.2005. ii) Out of the total amount of Rs. 107.50 crores, Respondents No.1 and 2 have already received an amount of Rs. 21,53,00,000/- (Rupees Twenty One Crore FiftyThree Lacs) pursuant to the Interim Orders dated 01.05.2018 and 14.11.2019 passed by this Court. The balance amount payable to Respondents No.1 and 2 would be Rs. 85,97,00,000/- (Rupees Eighty Five Crore Ninety Seven Lacs). ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he dispute forming part of the present Petition at a total settlement amount of Rs. 107,50,00,000/- (Rupees One Hundred Seven Crore Fifty Lakhs Only). It has further been agreed that the Respondent No.3 will be purchased by way of purchase of its entire shareholding from the Petitioners and the Respondents No. 1 & 2 by Good Living Infrastructure Pvt. Ltd. ("GLI'), for Rs. 99,44,55,000/- (Rupees Ninety Nine Crore Forty Four Lakhs Fifty Five Thousand only), out of which an amount of Rs. 42,64,75,477/- (Rupees Forty Two Crore Sixty Four Lakhs Seventy Five Thousand Four Hundred Seventy Seven Only) or thereabouts shall be paid to NOIDA directly by GLI towards payments of dues to NOIDA as determined by this Hon'ble Court. The balance amount of Rs. 56,79,79,523/- (Rupees Fifty Six Crore Seventy Nine Lakhs Seventy Nine Thousand Five Hundred Twenty Three only) shall be deposited by GLI with this Hon'ble Court for payment to the Respondents No.1 & 2. 3. Of the total settlement amount of Rs. 107.50 Crores, the Respondents have already received an amount of Rs. 21.53 Crores from the Registry of this Hon'ble Court, which comprises the amount of Rs. 20 Crores deposited by the Petitioners pursu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... A. In this regard, GLI seeks liberty from this Hon'ble Court to approach NOIDA for reschedulement of payment of the above mentioned sum. GLI undertakes to make the appropriate representation/ application to NOIDA for such reschedulement within one week of the receipt of the order passed by this Hon'ble Court granting the liberty sought herein. 4. That GLI undertakes to deposit the balance purchase price after deducting the NOIDA dues therefrom with the Hon'ble Court i.e. an amount of Rs. 56,79,79,523/-, in the following manner: Rs. 10,00,00,000/- Upfront deposit to be made with the Court within 10 days of the signing of the Share Purchase Agreement between all the Parties, which shall also be deposited in the custody of the Hon'ble Court. Rs. 46,79,79,523/- To be deposited within a period of four months with an additional grace period of two months after the passing of the final order by the Hon'ble Court. 5. It is prayed that the balance amount of Rs. 46,79,79,523/- be distributed to Alpha Tiger Cyprus Investment No.2 Ltd. and Alpha Tiger Cyprus Investment No.3 Ltd by this Hon'ble Court after the transfer of the entire shareholding of Respondent No.3 to GLI. 6. I say tha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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