Madras High Court
Prodapt Solutions Private Limited vs Kondala Rao Balusu on 19 June, 2024
Author: Krishnan Ramasamy
Bench: Krishnan Ramasamy
Arb.OP(Com.Div)Nos.150 to 154 and 271 of 2024 and OA.No.217 of 2024
IN THE HIGH COURT OF JUDICATURE AT MADRAS
DATED : 19.06.2024
CORAM:
THE HONOURABLE MR.JUSTICE KRISHNAN RAMASAMY
Arb.Appl.Nos.150 to 154 and 271 of 2024
and OA.No.217 of 2024
Prodapt Solutions Private Limited, represented
by its Authorised Signatory Sandeep Somani
Chennai-32 Applicant-Arb.A.Nos.150-154
of 2024 & OA.No.217 of 2024
and Respondent-Arb.OP.271/24
Vs
1. Kondala Rao Balusu
2. Bhaskar Rao Kurella
3. Manikyala Rao Papolu Respondents-Arb.A.Nos.150-154
of 2024 & OA.No.217 of 2024
and Applicant-Arb.OP.271/24
Prayer:- These Arbitration Applications have been filed to direct the
Respondents to furnish security in the form of bank guarantee to the tune of
USD 30 Million, equivalent to Rs.249,17,35,500/-, to appoint an Advocate
Commissioner and Expert Commissioner to copy and make mirror image of all
the electronic data in the email IDs, [email protected],
[email protected], [email protected], [email protected],
belonging to the 1st Respondent and [email protected], belonging
to the 2nd Respondent and [email protected], belonging to the 3rd
Respondent respectively along with the corresponding Google Drive Account
associated with the above mentioned email IDs or such other cloud based data
storage services/facilities that are associated with the above mentioned email
IDs, to appoint an Advocate Commissioner and Expert Commissioner to copy
and make mirror image of all the electronic data of the WhatsApp Messenger for
the Phone Nos.91 8019532789, 91 8884672322, 91 6176334171 (408 913
3059 and 1 (617) 4171 being the numbers associated with the Respondents, to
direct the Respondents to disclose on oath in an affidavit and produce all
documents, agreements and contracts, under their control or accessible by them
1/7
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Arb.OP(Com.Div)Nos.150 to 154 and 271 of 2024 and OA.No.217 of 2024
pertaining to any transactions/associates between SRO OSS Inc and Synophic
Systems Private Limited, to direct the Respondents to disclose on oath in an
affidavit to be filed before this Court, details of assets (both movable and
immovable) and details of investments made by the Respondents both in their
respective names and in the names of their respective partners, subsequent to
the Share Purchase Agreement, dated 20.09.2021 and to vacate the interim
order dated 20.03.2023 passed in OA.No.217 of 2024, respectively. The above
Original Application is filed to pass an order of injunction against the
Respondents restraining them from alienating or encumbering any asset,
movable and/or immovable, including but not limited to the Bank Accounts and
immovable assets set in the Schedule A and Schedule B respectively, standing
in the name of the Respondents jointly or solely, within India or outside.
For Petitioner : Mr.Srinath Sridevan, Senior Counsel for M/s.Vivrti Law
(Arb.OP.Nos.150-154 of 2024 & OA.No.217 of 2024)
Mr.Anirudh Krishnan-Arb.OP.No.271 of 2024
For Respondents : Mr.Anirudh Krishnan
(Arb.OP.Nos.150-154 of 2024 & OA.No.217 of 2024)
Mr.Srinath Sridevan for M/s.Vivrti Law
(Arb.OP.No.271 of 2024)
COMMON ORDER
1. This Court heard elaborately the learned counsel on either side and with their consent, these Arbitration Original Petitions and the Original Application are disposed of by this common order.
2. These Arbitration Applications have been filed to direct the Respondents to furnish security in the form of bank guarantee to the tune of USD 30 Million, equivalent to Rs.249,17,35,500/-, to appoint an Advocate Commissioner and Expert Commissioner to copy and make mirror image of all the electronic data 2/7 https://www.mhc.tn.gov.in/judis Arb.OP(Com.Div)Nos.150 to 154 and 271 of 2024 and OA.No.217 of 2024 in the email IDs, [email protected], [email protected], [email protected], [email protected], belonging to the 1st Respondent and [email protected], belonging to the 2nd Respondent and [email protected], belonging to the 3rd Respondent respectively along with the corresponding Google Drive Account associated with the above mentioned email IDs or such other cloud based data storage services/facilities that are associated with the above mentioned email IDs, to appoint an Advocate Commissioner and Expert Commissioner to copy and make mirror image of all the electronic data of the WhatsApp Messenger for the Phone Nos.91 8019532789, 91 8884672322, 91 6176334171 (408 913 3059 and 1 (617) 4171 being the numbers associated with the Respondents, to direct the Respondents to disclose on oath in an affidavit and produce all documents, agreements and contracts, under their control or accessible by them pertaining to any transactions/associates between SRO OSS Inc and Synophic Systems Private Limited, to direct the Respondents to disclose on oath in an affidavit to be filed before this Court, details of assets (both movable and immovable) and details of investments made by the Respondents both in their respective names and in the names of their respective partners, subsequent to the Share Purchase Agreement, dated 20.09.2021 and to vacate the interim order dated 20.03.2023 passed in OA.No.217 of 2024, respectively.
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3. The above Original Application is filed to pass an order of injunction against the Respondents restraining them from alienating or encumbering any asset, movable and/or immovable, including but not limited to the Bank Accounts and immovable assets set in the Schedule A and Schedule B respectively, standing in the name of the Respondents jointly or solely, within India or outside.
4. It appears that the dispute between the parties herein is arising out of the Share Purchase Agreement dated 20.09.2021, which is not in dispute. On a perusal of the said Share Purchase Agreement, it is clear that the same is arbitrable under Clause 15.2 of the said Share Purchase Agreement, which reads as follows:-
“15.2. Any and all disputes, differences, controversies and/or claims in any manner arising out of, as a consequence of, in relation to, or in connection with this agreement including, any question regarding its existence, validity, construction, performance, termination or alleged violation shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act 1996. The seat and venue of such arbitration shall be in Chennai and all proceedings shall be conducted in the English language. The parties that are parties to such dispute shall jointly appoint a sole Arbitrator mutually acceptable to them. The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the parties to the dispute.”
5. During the course of the arguments, this Court suggested the learned counsel on either side to opt for appointment of an Arbitrator in terms of Clause 15.2 of the Share Purchase Agreement, dated 20.09.2021 to resolve the disputes between them. After some time, on instructions from their 4/7 https://www.mhc.tn.gov.in/judis Arb.OP(Com.Div)Nos.150 to 154 and 271 of 2024 and OA.No.217 of 2024 respective clients, the learned counsel on either side have reported that their respective clients have agreed for appointment of a Sole Arbitrator as suggested by this court and that the Honourable Mr.Justice K.Kannan (Former Judge of the Madras High Court) has given consent to appoint him as the Sole Arbitrator to resolve the dispute between the parties and initiate arbitration proceedings in the next week. However, the learned counsel for the Applicant would request to extend the interim order already granted by this Court on 20.03.2024 till the arbitration proceedings are concluded by the Sole Arbitrator. In view of such position, it is not necessary to narrate the facts of the case in details.
6. Considering the consent given by the learned counsel on either side to go for arbitration before the Sole Arbitrator to be appointed by this Court and in the light of Clause 15.2 of the said Share Purchase Agreement, this Court is inclined to appoint a Sole Arbitrator to initiate arbitration proceedings against the parties herein to resolve the disputes between them.
7. Accordingly, these Arbitration Applications and the Original Application are disposed of, with the following directions:-
(a) The Honourable Mr.Justice K.Kannan, Former Judge, Madras High Court, Chennai, residing at No.22, Gilchrist Avenue, Opp.Harrington Road, Chetpet, Chennai 600031 (Cell No.9780008145) is appointed as a Sole Arbitrator to enter upon reference and adjudicate the disputes between the parties, arising out of the above said Share Purchase Agreement.5/7
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(b) The Sole Arbitrator shall initiate arbitration proceedings and after issuing notice to the parties concerned and upon hearing them, pass an award, on merits and in accordance with law and uninfluenced by any of the observations made in this order, within a period of six months from the date of receipt of a copy of this order.
(c) The Sole Arbitrator shall be paid fees and other incidental charges, as per the Schedule IV of the Act and the same shall KRISHNAN RAMASAMY.J. Srcm be borne by both the parties equally. In the event of non- appearance of the Respondents, the Petitioner shall bear the entire remuneration and other expenses and thereafter, the Petitioner is at liberty to recover the same directly from the Respondents.
(d) The interim order already granted by this court on 20.03.2024 is extended till 10.07.2024. The parties are at liberty to raise all the disputes, including the contentions and prayers raised in all these applications before the Sole Arbitrator and the Sole Arbitrator shall consider the same, including further extension of the interim order passed by this Court and pass appropriate orders, in accordance with law.
19.06.2024 Index:Yes/No Web:Yes/No Speaking/Non Speaking 6/7 https://www.mhc.tn.gov.in/judis Arb.OP(Com.Div)Nos.150 to 154 and 271 of 2024 and OA.No.217 of 2024 Neutral Citation:Yes/No Srcm Arb.Appl.Nos.150 to 154 and 271 of 2024 and OA.No.217 of 2024 7/7 https://www.mhc.tn.gov.in/judis