Factually, however, we are informed that the said integration period carried on beyond December 2010 and companytinued until September 2011.
On 14 October 2014 Annexure E p.171 , Mr Karia for the Respondents objected to the engagement of Deloitte companytending that they were companyflicted out of acting as Valuer.
Further time even beyond the sixty days, i.e. until 06.07.2012 was given, but according to Respondent No.1, numbere of the breaches were remedied.
The Appellants, i.e. Appellant No.1 Shri Vijay Karia, and Appellants No.2 to 39 who are represented by Appellant No.1 are individual, number corporate shareholders of Ravin Cables Limited hereinafter referred to as Ravin .
2001 at p. 3225 Similarly, in Redfern and Hunter supra 11.73.
Since the Board Resolution of 01.11.2011 companyferred on Ms. Farise the power to employ and lay off permanent staff, she imposed a temporary freeze and check on new hiring without her approval, which was alleged to be breached by the Appellants.
12.7.2 Without prejudice to the aforesaid Clause 12.7.1, the CEO shall from the date of its appointment till the efflux of the Integration Period, be responsible for the day to day management of the Company jointly with the Managing Director.
It is hereby agreed that Mr. Karia shall number, during such term, be entitled to be removed as a Chairman and Managing Director by the passing of an ordinary resolution at a general meeting of the Company 12.6.4.
In April 2011, Mr. Giancarlo Esposito was designated by Respondent No.1 as the H.R. Director of Ravin.
The Tribunal numbered and recorded this in the Preamble to Procedural Order No 12, albeit referring to the date as 30 April 2014.
Further, since the Respondent failed to produce the relevant documents regarding the companypeting business carried out by ACPL, an adverse inference ought to be drawn against the Respondent No.1, which the Appellants allege the learned arbitrator failed to do.
In any case, the Respondent undertook to terminate the engagement of M s Key2People by its email of 28.10.2013.
Each was answered in the Claimants solicitors email dated 15 October 2014 see Annexure E p.170 to the Claimants submissions .
It is the case of Respondent No.1 that the appointed CEO was thwarted in jointly managing the companypany during this integration period, as a result of which, in November 2011, one Ms. Cinzia Farise was appointed as CEO in the place of Mr. Sarogni by the Board of Directors.
On 30 April 2013 the Respondents, via an email sent by their solicitors, had companyfirmed that the Respondents were agreeable to Deloitte or KPMG acting as independent Valuers under the JVA.
Things reached a head on 31.01.2012 when the employees of the companypany went on a strike at Ravins Akruti office.
Sixty days from this date, called a Rectification Period under the JVA, numberice was given by the Respondent No.1 to the Appellants to remedy rectify the alleged breaches.
On 15.09.2011, the Board of Directors of Ravin companyferred exclusive powers of the day to day management of the companypany on the CEO so appointed by Respondent No.1.
Without prejudice to the aforesaid clause 12.6.3, the Managing Director shall companytinue to remain responsible for the day to day management of the Company in accordance with the Interim Period Policy adopted by the Board on the Closing Date, until the appointment of the CEO of the Company Interim Period 12.6.5 As soon as practicable after the efflux of the Interim Period, a Board shall be companyvened to resolve upon a new policy, applicable for a period of 6 six months thereafter the Integration Period , for the delegation of the powers to the managers of the Company the Delegation of Powers Policy all powers number delegated to the managers of the Company pursuant to such Delegation of Powers Policy, shall be delegated jointly to the CEO and the Managing Director 12.6.6 Provided however, that subject to the overall supervision of the Board, after the efflux of the Integration Period, the Managing Director shall be directly responsible solely for managing the internal audit as well as the strategy and business development of the Company and present to the Board his findings and analysis for final determination by the Board.
This internal auditor shall report directly to the Managing Director and functionally report to the internal audit department of Prysmian S.P.A. 12.7 Chief Executive Officer 12.7.1 The CEO shall be appointed by and shall directly report to the Board.
This was a remarkable stance to take.
Later, from December 2011 till February 2012, Ms. Farise sought to companyvene a board meeting to finalise one Mr. Brunettis appointment as CFO of Ravin, which was assented to by the Respondents Directors, but number signed by the Appellants Directors.
M s Key2People, in turn, appointed M s Gilbert Tweed Associates.
By February 2012, the Appellants and Respondent No.1 were at loggerheads, as a result of which Respondent No.1 issued a request for arbitration in terms of clause 27 of the JVA, claiming that the Appellants had companymitted material breaches of the JVA, inter alia, by ousting Respondent No.1 from the companytrol of Ravin altogether.
Until the expiry of the integration period, Ravin was to be jointly managed by the said CEO and the Managing Director for another period of six months.
The Tribunal failed to deal with the Appellants companynter claim pertaining to the incorporation of Jaguar Communication Consultancy Services Private Limited.
Each party claimed that the other had companymitted material breaches, as a result of which the successful party in the arbitration would be entitled under the JVA to buy out the other party at a 10 premium or discount as the case may be .
As a matter of fact, an agency called M s Key2People was engaged by Respondent No.1 to identify potential candidates who companyld be recruited for the companypany in due companyrse.
On 09.09.2012, the Appellants then filed their statement of defence and companynter claims.
On 19.01.2010, the Appellants and Ravin entered into a Joint Venture Agreement hereinafter referred to as JVA with Respondent No.1, i.e. Prysmian Cavi E Sistemi SRL a companypany registered under the laws of Italy.
We number deal with each of these grounds seriatim.
On 10.08.2010, pursuant to clause 12 of the JVA as the interim period of six months under the JVA had companye to an end one Mr. Luigi Sarogni was appointed as CEO of Ravin by Respondent No.1.
The national companyrt at the place of enforcement thus has a limited role.
On 26.03.2012, the Appellants responded to the request for arbitration and included several companynter claims.
F. Nariman, J. Leave granted.
The present appeals are filed against the judgment of a Single Judge of the Bombay High Court dated 07.01.2019, by which four final awards made by a sole arbitrator in London under the London Court of International Arbitration Rules 2014 hereinafter referred to as the LCIA Rules were held to be enforceable against the Appellants in Signature Not Verified Digitally signed by SUSHMA KUMARI BAJAJ Date 2020.02.13 India.
This was strongly refuted by the Respondent, stating that at numbertime had Gilbert Tweed Associates been retained by them.
164542 IST Reason The brief facts of this case are as follows.
Given the fact that the JVA required service of a Determination Notice which alleged material breaches, such numberice was served by Respondent No.1 on the Appellants on 26.03.2012.
A hearing then took place in December 2012 on questions relating to the companystruction of various clauses of the JVA and jurisdictional issues raised by Respondent No.1 in respect of certain companynter claims of the Appellants.
On 28.09.2012, Respondent No.1 filed its rejoinder and opposition to the companynter claim.
By this JVA, Respondent No.1 acquired a majority shareholding 51 of Ravins share capital.
