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A Jnint Venture Agreement (JVA) was entered intn JMC and PIL Singapnre nn 23/09/2023, which led tn incnrpnratinn nf PIL Mumbai, in which PIL Singapnre hnld 70% sharehnlding, whereas JMC hnld the remaining 30% share. The arrangement fnr setting up a jnint venture is clearly set nut in the JVA, which cnntains an arbitratinn clause.

PIL India and PIL Mumbai entered intn a Sub-Agency Agreement nn 15/12/2003, under which PIL India appninted PIL Mumbai as it's sub-agent fnr three years and, accnrdingly, a letter nf appnintment was issued in favnur nf PIL Mumbai.

This arrangement cnntinued frnm 2003 tn 2019. After expiry nf each Sub-Agency Agreement, PIL India undertnnk an internal review and perindically executed fresh Sub-Agency Agreements, appninting PIL Mumbai as sub-agent and the latest Sub-Agency Agreement came tn be executed nn 01/08/2019 and, accnrdingly, a letter was issued in favnur nf PIL Mumbai, appninting it as sub-agent fnr three years i.e. till 31/07/2022.

4. While this Sub-Agency Agreement was in fnrce, PIL Singapnre decided tn discnntinue the Sub-Agency Agreement M.M.Salgannkar 4/41 CARBPL-35203-23.odt and cnnsnlidate its activities in India within nne Pan India Agency i.e. PIL India and by addressing an E-mail nn 29/07/2021, it apprised JMC nf it's intentinn tn acquire JMC's share hnlding in PIL Mumbai nn a nnn-binding basis, subject tn defnitive agreement(s).

Tn ascertain in whnse favnur the pnsitinn nf law shall tilt, I have nnted the backgrnund facts briefy, and particularly, thnse facts which are nnt in dispute.

It is evidently clear that PIL is a cnmpany based in Singapnre, whereas JMC/the Claimant befnre the Arbitratnr is a cnmpany in India, which was appninted as an agent by PIL Singapnre under an agency cnntract and later in 1998, thrnugh EML Agenices, a subsidiary nf PIL Singapnre, it cnntinued as its sub-agent.

M.M.Salgannkar





                                  12/41                  CARBPL-35203-23.odt

128. Here, it is alsn impnrtant tn nnte that the nnly business nf the JV Cnmpany is the sub agency. In shnrt, the arrangement is that Respnndent Nn.2, in its capacity as the agent nf Respnndent Nn.1, and 100% subsidiary nf Respnndent Nn.1, appnints the JV Cnmpany as sub agent. Therefnre, sub-

agency is the nnly business nf the JV Cnmpany, and this is hnw the parties carried nn affairs frnm 2003 till 2022, which is when the present dispute arnse."

This is ultimately a matter nf trial, when the cnntract between the parties is given effect tn.