PRYSMIAN CAVI E SISTEMI SRL & ORS. …Respondents WITH CIVIL APPEAL NO. 1545 OF 2020 (ARISING OUT OF SLP (CIVIL) NO.8435 OF 2019) JUDGMENT R.F. Nariman, J. 1. Leave granted. 2. 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. 16:45:42 IST Reason: 1 3. The brief facts of this case are as follows. 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, noncorporate shareholders of Ravin Cables Limited (hereinafter referred to as “Ravin”). 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 company registered under the laws of Italy. By this JVA, Respondent No.1 acquired a majority shareholding (51%) of Ravin’s share capital. The material clauses of the JVA are set out hereinbelow: “8. Purpose and Objectives 8.1 Purpose of the Company and Scope of the Agreement Subsequent to Closing, the Company shall be a joint venture between Prysmian and the Existing Shareholders for the purposes of undertaking and conducting the business of the company, or for such other activities as may be determined by the Shareholders from time to time, subject to the applicable law. The business of the company shall be conducted in the best interests of the Company, and in accordance with sound professional and commercial principles.” “12.6. Chairman and Managing Director 12.6.1 Mr. Karia shall be the Chairman of the Board as well as the Managing Director of the Company until: (i) Expiry of seven (7) years from the Agreement Date; or 2 (ii) The date of which the Existing Shareholders cease to hold in the aggregate at least ten percent (10%) of the share capital of the Company: Whichever occurs earlier. It is hereby agreed that Mr. Karia shall not, 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. Without prejudice to the aforesaid clause 12.6.3, the Managing Director shall continue 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 convened 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 not 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 Bo