- (1.) On 21st March, 2012, the first defendant wrote a letter asking for arbitration by the International Court of Arbitration of the International Chamber of Commerce. They wanted resolution, by arbitration, of the disputes arising out of the agreement dated 12th January, 2002. Before proceeding any further, I come to the agreement dated 12th January, 2002. It was an agreement between the Government of West Bengal (Go. WB), being the fifth defendant. West Bengal Industrial Development Corporation (WBIDC), being the sixth defendant, Chatterjee Petrochemical (Mauritius) Company (CP(M)C), being the first defendant and Haldia Petrochemicals Ltd. (HPL), being the plaintiff. It was recited in it that HPL was in need of "financial and managerial restructuring". CP(M)C had agreed to bring in further funds for the smooth running of the Company. WBIDC and Go. WB had agreed to hand over the majority shareholding in HPL and its management to CP(M)C. In Clause 5 of the agreement Go. WB agreed to arrange for WBIDC to transfer to CP(M)C, its shareholding in HPL shares of Rs. 360 crores from time to time to enable CP(M)C to hold 51% of the total paid up equity share capital of HPL. The transfer would be effected within 10 days of acceptance of "letters of comfort" by Go. WB and upon payment of Rs. 53.5 crores by CP(M)C. The shares would be transferred at par value. CP(M)C was obliged to pay 3% of the consideration amount by way of earnest money and a further 2% of the consideration amount simultaneously with the transfer of shares. The balance consideration was deemed to have been paid by a fiction. WBIDC was deemed to have provided a loan representing the balance consideration to CP(M)C and with that loan CP(M)C was deemed to have paid the consideration for the shares. The shares would remain charged with WBIDC for repayment of the loan. Therefore, no consideration was to move from CP(M)C to WBIDC. Only some accounting changes had to be made.
(2.) Clause 15 of the agreement contained an arbitration clause. Any dispute arising out of the agreement would be resolved by the International Chamber of Commerce through the International Court of Arbitration. The venue of the arbitration would be Paris. The law applicable would be Indian Law.
(3.) I read paragraph 15 of this agreement being the arbitration clause: 15. In respect of all disputes, difference, claims and questions between the parties hereto arising out of this JVA or in any way relating to the document or any term, condition or provision herein mentioned or construction or interpretation thereof as to the working of HPL or in any way relating to the business or the affairs of HPL, the parties shall first endeavour to settle such disputes, difference, claims or questions by friendly consultation and failing such settlement, disputes or differences will be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC) Court of Arbitration. The venue of Arbitration will be in Paris and the law applicable to the Contract will be Indian Law. Any award with financial implication of more than 50 lakhs shall be made with reasons. Any decision or award rendered pursuant to such arbitration may be confirmed and enforced in any Court of competent jurisdiction, if required.;