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g. That as per Clause 1.2 of the Share Buyback Agreement the Promoter Group represented by Respondent No.2 was obligated to either agree to purchase or intimate refusal thereof to the Petitioner within 30 days of receipt of the written offer made by the Petitioner. It was further agreed between the Parties that in case Respondent No.2 refuses to buy the Said Shares or fails to respond within 30 days of sale offer, the Petitioner was entitled to offer the sale of Said Shares to Respondent No. 1 Company and the Respondent No. 1 Company was required to buyback the Said Shares and make the payment to the Petitioner within a period of 30 days from the receipt of the sale offer. In addition to the aforesaid a perusal of Clause 1.2 read with Clause 7.3 of the Share Buyback Agreement substantiates that in case Respondent No. 2 purchases only limited number of shares out of the Said Shares then it shall be purchased by Respondent No.1 Company within 30 days of the expiry of the offer made by the Petitioner.
m. It is pertinent to state here that a perusal of the Share Buyback Agreement substantiates that the Petitioner is not under any obligation to discuss the refusal by Respondent No. 2 however, since the Petitioner has always been willing to comply with the terms of the Share Buyback Agreement and inter alia settle any misunderstanding and/or dispute amicably, the Petitioner vide its letter dated 26.02.2020 reiterated its offer to sell and buyback and inter alia requested Respondent No. 2 to communicate the following - (i) whether the Promoter Group was at all willing to purchase the Said Shares; and (ii) if the Promoter Group is desirous of purchasing the Said Shares then the Petitioner requested Respondent No. 2 to provide the purchase price of the Said Shares along--with detailed computation and methodology for the purpose of Buyback Consideration in accordance with the Share Buyback Agreement. However, vide his reply dated 07.03.2020, the Respondent No.2 again rejected the Petitioner's offer on frivolous grounds. A copy of the Letter dated 26.02.2020 and reply letter dated 07.03.2020 is appended alongwith the present Petition at page 29-30 of the Documents.
o. That since Respondent No. 2 inter alia refused to buyback the Said Shares and since despite repeated opportunities the Promoter Group headed and represented by Respondent No. 2 rejected the sale offer made by the Petitioner and refused to purchase the Said Shares thus, in terms of Clause 1.2 read with Clause 7.3 and other relevant provisions of the Share Buyback Agreement, the Petitioner vide its share buy-back notice dated 13.032020 (hereinafter referred to as "Buy Back Notice") to the Respondents and called upon Respondent No.1 to buyback the Said Shares@ INR 4,682.14/- per equity share, amounting to Rs. 19,99,60,133/- (Rupees Nineteen Crores Ninety Nine Lacs Sixty Thousand One Hundred Thirty Three Only). A copy of the said Buy Back Notice dated 13.03.2020 sent by the Petitioner to the Respondents is appended along-with the present Petition at page 32-38 of Documents.
q. That in complete breach of the terms of the Share Buyback Agreement, Respondent No.1 Company vide its letter dated 10.04.2020 refused to buyback the Said Shares. It is stated that the only reason provided by Respondent No. 1 Company, in its aforesaid letter. for its refusal to buyback the Said Shares was that since the First Sale Offer made by the Petitioner to Respondent No.2 was invalid and inter alia since Respondent No. 2 never refused to purchase the Said Shares thus, the provisions pertaining to issuance of the Buy Back Notice was never triggered and accordingly even the said Buy Back Notice was invalid. A copy of the aforesaid letter dated 10.04.2020 issued by Respondent No. 1 Company is appended along-with the present Petition at page 39 of Documents.