- (1.) Leave granted.
(2.) This appeal concerns a hotel known as Centaur Hotel situated at Juhu, Mumbai, which formerly belonged to the Hotel Corporation of India under the control of the Union Government. Pursuant to its policy of disinvestment, the Government of India transferred the said hotel to M/s. Tulip Hospitality Services Private Limited, being the respondent No.1 in this appeal.
(3.) By a Master Asset Purchase Agreement ( referred to as 'MAPA') dated 31st March, 2005, the respondent No.1 agreed to sell and the appellants agreed to purchase the Centaur Hotel at Juhu, Mumbai, along with other assets for the price of Rs. 349.06 crores. Under the said Agreement, the parties agreed to make an escrow arrangement in order to secure the payment to be made by the appellants to the respondents as per the said Agreement. Accordingly, the advocates of the respective parties, Mr. Anand Bhatt and Mr. Suresh Talwar were appointed as joint escrow agents and various documents were deposited by the respondents with them. The Agreement provided that in the event of default being committed by the respondents, the appellants would be entitled to invoke the escrow arrangement and the appellants would have various options, including the option to become a 50% share holder of respondent No.1-company and call upon the escrow agents to hand over to the appellants all the escrow documents relating to the respondent No.1- company and to transfer 22,00,000 shares of the respondent No.1-company held by the respondent No.3 in favour of the appellants. In addition, the appellants were entitled to receive the undated resignation letters, resolutions for appointment of Directors and transfer of shares in favour of the appellants with the right to appoint three Directors on the Board of the respondent No.1- company. Apart from the above, out of the four original Directors of the respondent No.1, two would resign and along with the three Directors to be appointed by the respondent No.1, there would in all be five Directors, three being the nominees of the appellants and two being the nominees of the respondent No.2.;