I find no merit in the argument of the respondent that the proceeding before the National Company Law Tribunal is a bar to the arbitration process: Calcutta High Court

The above-mentioned was opined by the Calcutta High Court in the case Uphealth Holdings Inc v. Glocal Healthcare Systems Pvt. Ltd. AP/809/2022 before the Honourable Justice Ravi Kishan Kapur on 23rd December 2022. 


The parties engaged in a SPA in or around October 2020 with the eventual goal of the petitioner acquiring the majority stake in Respondent. The current conflicts concern the responders’ failure to uphold their end of the SPA contract.

According to the allegations, the petitioner has paid the respondents roughly Rs. 2100 crores in accordance with the SPA. Such sums have been paid in both cash and UPH stock. In exchange, the petitioner purchased 94.81% of the respondent’s shares. Numerous records that the respondent presented before various statutory bodies in accordance with current legislation also make clear that the petitioner is the respondent’s single largest majority shareholder.

The petitioner alleges that the defendant has broken many SPA responsibilities. The petitioner specifically alleges that the respondent is in violation of its obligations under Clause 5.2.1 of the SPA, including the failure to transfer the shares of respondent No. 1, the failure to file required paperwork with various authorities, the failure to provide the respondent’s financial results, and the refusal to provide forms for transfers that have been duly stamped in the petitioner’s favour.


The respondent’s contention that the proceedings prohibit the arbitration process before the National Company Law Tribunal lacks substance in my opinion. The arbitration agreement between the parties is comprehensive and clear. The disputes brought up are amenable to arbitration for adjudication and resolution. The arbitrability of any of the disputes brought up in this process is not in doubt. In Rakesh Malhotra vs. Rajinder Kumar Malhotra & Ors. (2015) 192 Comp Cas 516, the respondent referenced a distinct and inappropriate ruling.

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