Jindal Saw Limited v. Aperam Stainless Services and Solutions Precision Sas and Ors

judgment.

¶39I will first take up the defence of Aperam Stainless, of misrepresentation. The defence is that the consent of Aperam Stainless to sell all shares held by Aperam Stainless in IUP for USD 50,000 equal to USD 0.0185 per share was obtained by misrepresenting the fair market value of the price which as per the RBI Regulations was to govern the sale which required prior permission of RBI.

¶40It is not in dispute that Aperam Stainless, whether for reasons attributable to Jindal or for any other reason, since the year 2009 had no participation in IUP, created in joint venture with Jindal in 2004.

¶41It is also not in dispute that Aperam Stainless exercised the Put Option on 3rd February, 2009 and whereunder the Jindal had a right to purchase the shares held by Aperam Stainless.

¶42The senior counsel for Aperam Stainless and Imphy had no response whatsoever, neither in the pleadings nor in the arguments, to the e-mail dated 20th September, 2012 which is of much before the valuation report of 22nd November, 2013 qua which misrepresentation is alleged. The said e-mail reproduced above shows that in the teleconference on 10th September, 2012 it was agreed between the

parties that Aperam Stainless will be paid a lump sum amount of USD 500,000/- being half of USD 1,000,000 earlier demanded and since the price to be paid by Jindal, of the shares held by Aperam Stainless in IUP and to purchase which Jindal had a preemptory right, was regulated, it was further agreed that if the agreed amount of USD 500,000/- was more than the regulated amount/price which could be paid towards share price, the excess/balance after adjusting regulated amount/price, shall be paid towards due of Imphy.

¶43I may highlight that the supplies by Imphy to IUP were between January and March 2007 and the limitation prescribed by law for recovery of price thereof, vide Article 14 of the Schedule to the Limitation Act, 1963, of three years, had lapsed in March 2010. It is not the plea that the limitation stood extended. Thus, as on 20th September, 2012, the price of the supplies from Imphy to IUP, even if any remaining, was not legally recoverable.

¶44This becomes clear as daylight, from a reading of some other unrebutted documents. Aperam Stainless, vide its letter dated 3rd February, 2009 to Jindal, in accordance with Clause 7.2.1 of the JV Agreement, communicated its decision to exercise its Put Option right over the 2,70,00,000 shares of IUP representing 27% of the share capital of IUP and further informed that the price of the purchase and sale, again in accordance with Clause 7.2.1 of the JV Agreement, shall be the value of the initial contribution net of depreciation of the equipment supplied during the period up to the date of exercise of the option calculated according to a straight line method and the result of

the said calculation was 137.64 million Indian rupees. Jindal, vide its letter dated 30th December, 2010 to Aperam Stainless, with reference to the Put Option exercised by Aperam Stainless stated, that (i) in accordance with the terms of the JV Agreement, Price Waterhouse Coopers (PWC) was appointed to decide the fair market value of the shares held by Aperam Stainless in IUP and PWC had submitted its report setting out the fair market value of the IUP shares to be Nil; (ii) thus no amount was payable by Jindal to Aperam Stainless for transfer of shares of Aperam Stainless in favour of Jindal; and, (iii) since the Put Option had already become effective, Aperam Stainless should immediately deliver the original share certificates and execute the transfer forms in favour of Jindal. Aperam Stainless responded to the said letter vide its letter dated 17th February, 2011 wherein (a) it contested the valuation of PWC; (b) called upon Jindal to change the name of IUP and to remove all references to IUP in the Articles of Association of IUP; and, (c) proposed resolution of the disputes by a single settlement and on this basis proposed to "settle outstanding issues for an aggregate consideration of USD one million". Jindal, vide its letter dated 7th April, 2011 communicated its refusal to settle for aggregate consideration of USD one million and further stated that as per Regulations, the maximum amount which could be paid towards the shares could not be more than fair market value and as the shares were not listed on any stock exchange, the valuation of PWC should be accepted. Jindal, vide its reminder dated 19th January, 2012 to Aperam Stainless, also intimated that Aperam Stainless had ceased to continue to hold shares in IUP and the nominees of Aperam

Stainless had ceased to be the Directors of IUP and called upon Aperam Stainless to transfer the shares. It was in the said background that the e-mail dated 20th September, 2012 reproduced hereinabove was sent by Aperam Stainless to Jindal, recording the agreement reached in the discussion in the teleconference on 10th September, 2012, of payment by Jindal to Aperam of USD 500,000 towards shares of IUP held by Aperam Stainless and to purchase which Jindal had the first right, on Aperam Stainless exercising Put Option. I may highlight that in the correspondences detailed in this paragraph, of prior to 20th September, 2012, there was no reference to the dues/claims of Imphy and only in the e-mail dated 20th September, 2012, while agreeing to lump sum payment by Jindal of USD 500,000, it was provided that if the fair market value of the shares was less than USD 500,000, the balance shall be paid in settlement of amounts due from IUP to Imphy towards equipment.

¶45It is not in dispute that the sale of shares could not take place without RBI permission and for grant of which permission it was necessary that the sale was either for a price invested towards equity less depreciation or fair market value, whichever is more.

¶46Once the parties on 20th September, 2012 had arrived at such an agreement, they took time of over one year i.e. till 20th December, 2013, to sign the Settlement Agreement. The Settlement Agreement dated 20th December, 2013 mentions the same figure of 500,000 as agreed in teleconference of 10th September, 2012 and recorded in the email dated 20th September, 2012. It is not the plea that anything

transpired between 20th September, 2012 and 20th December, 2013, to influence the total consideration agreed. The only inference is that the consideration agreed to in the Settlement Agreement was the consideration agreed to as far back as on 20th September, 2012 and the parties, as per commercial exigencies, agreed to, out of USD 500,000, appropriate USD 50,000 towards price of shares and USD 450,000 towards price of material supplied.

¶47However while signing the Settlement Agreement, the parties in compliance of the requirement of RBI recorded therein that the consideration of USD 50,000 for shares held by Aperam Stainless in IUP was the fair market value of the shares and in support cited the valuation report of N.C. Aggarwal & Company, Chartered Accountants and annexed a copy of the report to the Settlement Agreement. N.C. Aggarwal & Company, Chartered Accountants also have while certifying the valuation taken care to specify the said valuation to be "considering the provisions contained in Reserve Bank of India Circular No.RBI/2009 – 10/445/A.P.(DIR Series) Circular No.49 dated 4th May, 2010".

¶48Section 18 of the Contract Act defines "misrepresentation" as meaning and including (i) positive assertion of that which is not true though he believes it to be true; (ii) breach of duty which, without any intent to deceive, gains an advantage of the person committing it, by misleading another to his prejudice; and, (iii) causing a party to an agreement to make a mistake as to the substance of the thing which is the subject of the agreement. Section 14 defines "free consent" as

consent which is not caused inter alia by misrepresentation. It however proceeds to further provide that consent is said to be caused by misrepresentation when it would not have been given but for the misrepresentation. Thus, even if there is misrepresentation but is not the cause of the consent, there is no misrepresentation in law, for it to be said that consent is not free. Finally, Section 19 of the Contract Act provides that when consent to an agreement is caused by misrepresentation, the agreement is a contract voidable at the option of the party whose consent was so caused. It however again further explains, that a misrepresentation which did not cause the consent does not render a contract voidable and carves out an exception for a case where the party whose consent was so caused by misrepresentation, had the means of discovering the truth with ordinary diligence.

¶49Applying the aforesaid law, the contemporaneous correspondence between the parties does not support the plea of Aperam Stainless, of Jindal having practiced any misrepresentation qua the valuation of the shares or of, the consent of Aperam Stainless to the Settlement Agreement dated 20th December, 2013 of which Jindal is seeking specific performance, being not free and the Settlement Agreement being voidable at the option of Jindal. The first demand of Aperam Stainless, after exercising the Put Option, for the price of its shares in IUP, which Jindal had a preemptory right to buy, was of 137.64 million Indian rupees i.e. equal to USD 2,008,463.39 i.e. of USD two million. However the same was subsequently lowered

by Aperam Stainless itself, to USD one million, in its email dated 17th February, 2011. Finally, in the teleconference on 10th September, 2012 between Jindal and Aperam Stainless, a lump sum amount of USD 500,000 i.e. half million was agreed, and knowing fully well that the price which could be paid and received towards shares was regulated by RBI, it was also agreed that if the said regulated price of shares was less than USD 500,000, the balance amount remaining out of USD 500,000, after appropriating the regulated price, would be paid and received towards price of material supplied, which though on that date was not legally recoverable from Jindal and/or from IUP. This is confirmed in email dated 20th September, 2012. It is the agreement reached in the teleconference on 10th September, 2012 and confirmed in e-mail dated 20th September, 2012, which was given effect to in the Settlement Agreement dated 20th December, 2013, relying on the report of N.C. Aggarwal & Co. Chartered Accountants, by appropriating an amount USD 50,000 towards price of shares and USD 450,000 towards price of material. Once the total amount to be paid by Jindal and to be received by Aperam Stainless and Imphy was settled voluntarily, appropriation of the same under different heads was a matter of commercial exigencies and convenience of the parties and it is not open to Aperam Stainless and/or Imphy to subsequently claim that while the commitment qua USD 450,000 mentioned in the Settlement Agreement to be paid towards price of materials binds Jindal, Aperam Stainless is not bound by the price agreed to be appropriated of USD 50,000 towards the consideration of shares. The documents establish that not only was it felt at the contemporaneous

time that if the entire amount of USD 500,000 was agreed to be paid towards shares, permission therefor will not be granted by RBI, but even otherwise, commercially it suited the parties to receive bulk of the total amount of USD 500,000 already agreed / settled, to be paid and received towards price of material and only the minimum towards price of shares. The price of the shares to be paid to a foreign joint venture partner is regulated, to prevent outflow of foreign exchange, and realizing the same, the parties at the contemporaneous time felt that permission required would be obtained if the price of shares was kept at minimum. In any case, it cannot be said that the consent of Aperam Stainless was caused by valuation of shares of N.C. Aggarwal & Co. Chartered Accountants. It cannot also be forgotten that it is not as if there was any relationship of trust between Jindal and Aperam Stainless, for Aperam Stainless to rely on valuation got done by Jindal. Aperam Stainless, in the letter dated 3rd February, 2009, exercising the Put Option and whereupon Jindal became entitled to purchase the shares, itself was blaming Jindal for the state of affairs of IUP and demanded the price of about USD two million as aforesaid. This was followed by valuation got done from PWC, which reported nil value of the shares. In pursuance thereto, Jindal was calling upon Aperam Stainless to transfer the shares at nil value. This was followed by negotiations as to price, with Aperam Stainless successively bringing down its demand from that of USD two million, to USD one million and then to USD half million, which was agreed to by Jindal. There can certainly be no misrepresentation qua price which has been agreed to after such negotiations. Moreover, since the

relationship with Jindal was already strained, the minimum due diligence expected from Aperam Stainless exercising Put Option was, to have its own valuation done. The case thus also falls in the exception to Section 19 of the Contract Act. No case of misrepresentation is made out.

¶50Once there is no misrepresentation, even if there were to be any inadequacy of the price of shares, the same, vide Explanation 2 to Section 25 of the Contract Act, does not make the agreement void.

¶51As far as the argument of the senior counsel for the Aperam Stainless, of N.C. Aggarwal & Co. Chartered Accountants having differently valued the shares the shares of IUP for the purposes of Annual Report for the year 2013-14 of Jindal, and KPMG also having reported the value of the shares to be much higher, are concerned, I may mention that the relevant RBI circular of the relevant time by which the parties were governed, provided for the fair valuation to be "As per the discounted free cash flow method". N.C. Aggarwal & Co. Chartered Accountants, in their valuation report appended to the Settlement Agreement dated 20th December, 2013, have stated the valuation to have been done by the discounted free cash flow method, as per the circular of RBI. I am unable to find in the report of KPMG qua "review of the valuation of shares" "computed under the Settlement Agreement dated 20th December, 2013" any mention of the valuation done to be as per the discounted free cash flow method. Commissioner of Wealth Tax Vs. Mahadeo Jalan (1973) 3 SCC 157 notices different ways of valuation of shares and mentions break-up

value method and yield value method and the different valuations achieved applying different methods. Miheer H. Mafatlal Vs. Mafatlal Industries Ltd. (1997) 1 SCC 579 also observes that valuation of shares is a technical and a complex problem and that many imponderable enter the exercise of valuation of shares. For this reason only, the RBI circular, while providing for the fair market value also laid down the method to be adopted for valuation. G.L. Sultania Vs. Securities & Exchange Board of India (2007) 5 SCC 133 also holds that valuation of shares has many imponderables and can be by several methods and when a method of valuation is prescribed, the valuation must be made adopting scrupulously the method prescribed. Seen in this light and the objective of valuation under the RBI circular aforesaid and for the purposes of balance sheet of Jindal, the two are naturally diverse. While objective of one is to keep the valuation at the minimum, that of the other is to show the maximum valuation to reflect a healthy balance sheet and annual report. Adopting different methods of valuation would lead to different valuations and Aperam Stainless cannot gain any advantage therefrom. K.K. Modi Vs. K.N. Modi (1998) 3 SCC 573 may also be cited on different valuations.

¶52The language of the operative Clause 1.1 of the Settlement Agreement dated 20th December, 2013 is also clear in this regard. It is nowhere recorded by the parties that the purchase price agreed is on the basis of representation contained in the Valuation Report. On the contrary, the parties have recorded that the "purchase price has been

mutually agreed between them and is not more than the fair market value of Aperam shares as determined by auditors of the JVC" according to their value report. The reference of Valuation Report is only in support of the purchase price being not more than the fair market value, and not as determinative of the purchase price agreed. Even in Clause 4(e) of the Settlement Agreement, it has been explicitly recorded that either party has not made or relied on any representation regarding any fact relied on in making the Settlement Agreement.

¶53Sections 91 and 92 of the Evidence Act, 1872 bar any evidence contradicting, varying, adding to or subtracting from the terms of a documents reduced to writing. The parties having expressly stated in their agreement in writing that the price was mutually agreed, it is not open to Aperam Stainless to plead or prove that the price was agreed on the misrepresentation of Jindal to Aperam Stainless.

¶54As far as the argument urged by the senior counsel for Aperam Stainless / Imphy of fraud is concerned, the senior counsel also could not controvert that there is no basis thereof in the pleading. The only argument was that it is a plea of law which is not required to be pleaded. However the said argument ignores that fraud is defined in Section 17 of the Contract Act as an act committed by a party to a contract with the intent to deceive another party thereto or to induce him to enter into the contract. Thus the plea of fraud is a factual plea and Order VI Rule 4 of the CPC also provides that in all cases in which a party pleads or relies on any fraud, particulars shall be stated

in the pleading. There are no particulars of who with the intent to deceive whom had offered what inducement to enter into the contract. I have in Om Prakash Vs. IOCL Officers Welfare Society 2019 SCC OnLine Del 6719 dealt with the requirement of full particulars for a plea of fraud and the need to reiterate the same is not felt. In the absence of any foundation and pleadings, no credence can be given to the arguments at the bar on the ground of fraud.

¶55That leaves only the defence, of Jindal being not entitled to specific performance for the reason of being itself in default.

¶56However again, no explanation whatsoever has been given by Aperam Stainless to the communications dated 11th August, 2014 and 12th October, 2015 whereby the Settlement Agreement dated 20th December, 2013 was admitted to be pending closure and proposing closure within "couple of weeks". The same indicate that the time of performance was extended.

¶57It is admitted by Aperam Stainless in para no.24 of its written statement in CS(COMM) No.1314/2016 that there were obligations to be complied with also before closure. It is not in dispute that there could be no closure without RBI permission. I have minutely perused the pleadings and do not find any plea that they were any defaults / deficiencies by Jindal in securing the RBI permission. Once the closure of the Settlement Agreement was not possible without RBI permission which was obtained on 28th January, 2016, it cannot be said that Jindal was in default, to be not entitled to specific performance.

¶58The Specific Relief Act, 1963 has been amended with effect from 1st August, 2018 (notified from 1st October, 2018) to remove some impediments imposed thereby to specific performance of contracts and to facilitate specific performance. While Section 10 of the Act as it stood prior to amendment, made the grant of the relief of specific performance discretionary, post amendment, "specific performance of a contract shall be enforced by the Court subject to the provisions contained in sub Section 2 of Section 11, Section 14 and Section 16". The senior counsel for the Aperam Stainless has not argued that Section 11(2) or Section 14 or Section 16 are attracted or bar specific performance in the present case, except as hereinabove mentioned. Jindal, on the contemporaneous documents discussed hereinabove, is found to have performed and/or to have been ready and willing to perform the essential terms of the contract, and immediately on receipt of RBI permission on 28th January, 2016, called upon Aperam Stainless to perform its part and on refusal of Aperam Stainless, filed the present suit on 20th September, 2016. Though the amendment to the Specific Relief Act is of after the institution of the suit, but it has been held in Adhunik Steels Ltd. Vs. Orissa Manganese and Minerals (P) Ltd. (2007) 7 SCC 125 that the law of specific relief in its essence is a part of the law of procedure, for, specific relief is a form of judicial redress. With respect to procedural laws, it has been consistently held that amendments thereto are retrospective. Reference if any required may be made to Purbanchal Cables and Conductors Pvt. Ltd. Vs. Assam State Electricity Board

(2012) SCC 462, Thirumalai

Chemicals Ltd. Vs. Union of India (2011) 6 SCC 739 and Rajendra Kumar Vs. Kalyan (2000) 8 SCC 99.

¶59Reference may be made to Vijaya Myne Vs. Satya Bhushan Kaura (2007) 142 DLT 483 (DB) of prior to the amendment to the Specific Relief Act, allowing a suit for specific performance on an application under Order XII Rule 6 of the CPC.

¶60I thus find that Aperam Stainless indeed has no real prospect of successfully defending the claim. There is no other compelling reason why the claim should not be disposed of before recording of oral evidence.

¶61IA No.6194/2018 is thus entitled to be allowed and is allowed. CS(COMM) No.1314/2016 and CS(COMM) No.45/2017.

¶62Jindal is thus entitled to a decree for specific performance of the Settlement Agreement dated 20th December, 2013 sought in CS(COMM) No.1314/2016, directing Aperam Stainless to, against receipt of consideration as mentioned in Settlement Agreement dated 20th December, 2013, transfer the shares held by it in IUP in favour of Jindal and to perform its other obligations under the Settlement Agreement dated 20th December, 2013.

¶63Jindal, under the said Settlement Agreement dated 20th December, 2013, simultaneously with the amount of USD 50,000 towards price of shares, is also liable to pay the amount of USD 450,000 towards supply of material and for recovery of which

CS(COMM) No.45/2017 has been filed by Imphy. Though the application of Imphy for summary judgment in CS(COMM) No.45/2017 has been dismissed as withdrawn but there can be no decree for specific performance of Settlement Agreement dated 20th December, 2013 in favour of Jindal, without a decree being also passed in CS(COMM) No.45/2017, in favour of Imphy and against IUP, of recovery of USD 450,000.

¶64Imphy, in CS(COMM) No.45/2017 has also claimed interest at 18% per annum from the date of institution of the suit till realization, on the rupee equivalent of USD 450,000 claimed therein. The senior counsel for Jindal also during the hearing had agreed that interest should be paid to compensate for delay.

¶65The said interest would not only be on the amount sought to be recovered in CS(COMM) No.45/2017 but would also be on the amount payable by Jindal to Aperam Stainless towards its obligations under the Settlement Agreement dated 20th December, 2013, of which specific performance has been ordered.

¶66I have considered the rate at which interest should be awarded. Having found the refusal of Aperam Stainless to perform its part of the Settlement Agreement dated 20th December, 2013 to be uncalled for and further considering the interest to be awarded to be pendente lite, interest at the rate of 6% per annum is found to be apposite.

¶67A decree is accordingly passed,

(A) in CS(COMM) No.1314/2016, in favour of Jindal and against Aperam Stainless, of specific performance of Settlement Agreement dated 20th December, 2013, by directing Aperam Stainless to, against payment of Jindal of USD 50,000 with interest at 6% per annum from 20th September, 2016 till the date of payment, which is directed to be tendered/paid within 45 days herefrom, and against payment by IUP to Imphy of USD 450,000 with interest at 6% from 16th January, 2017 till the date of payment, which is directed to be tendered/made within 45 days herefrom, perform all its obligations under the Settlement Agreement particularly of transfer of shares of IUP held by Aperam Stainless in favour of Jindal; and,

(B) in CS(COMM) No.45/2017, in favour of Imphy and against IUP, of recovery of USD 450,000 with interest at 6% per annum from 16th January, 2016 till recovery.

¶68The parties are however left to bear their own costs.

Decree sheet be drawn up.

RAJIV SAHAI ENDLAW, J. JULY 16, 2019 "gsr/pp"..

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of decision: 16th July, 2019 + CS(COMM) 1314/2016 & IA No.6194/2018 (of the plaintiff under Order XIII-A of the Commercial Courts Act, 2015) JINDAL SAW LIMITED ..... Plaintiff Through: Mr. Akhil Sibal, Sr. Adv. with Mr. Dinesh Pardasani, Mr. Parinay T. Vasandani, Ms. Abhilasha Singh, Mr. Nikhil Pratap and Ms. Aastha Bajaj, Advs. Versus APERAM STAINLESS SERVICES AND SOLUTIONS PRECISION SAS AND ORS ..... Defendants Through: Mr. Jayant Bhushan, Sr. Adv. with Ms. Zeba Khair, Ms. Shivambika Sinha, Ms. Mishika Singh and Ms. Anandita Sharma, Advs. for D-1&2. AND + CS(COMM) 45/2017 APERAM ALLOYS IMPHY SAS ..... Plaintiff Through: Mr. Jayant Bhushan, Sr. Adv. with Ms. Zeba Khair, Ms. Shivambika Sinha, Ms. Mishika Singh and Ms. Anandita Sharma, Advs. for D-1&2. Versus IUP JINDAL METALS AND ALLOYS LIMITED ..... Defendant Through: Mr. Akhil Sibal, Sr. Adv. with Mr. Dinesh Pardasani, Mr. Parinay T. Vasandani, Ms. Abhilasha Singh, Mr. Nikhil Pratap and Ms. Aastha Bajaj, Advs. CORAM: HON'BLE MR. JUSTICE RAJIV SAHAI ENDLAW IA No.6194/2018 in CS(COMM) No.1314/2016 (of the plaintiff under Order XIIIA CPC) 1. These two suits, vide order dated 21st November, 2017 on IA No.13018/2017 in CS(COMM) No.1314/2016, were tagged and ordered to be tried together. 2. IA No.6194/2018 in CS(COMM) No.1314/2016 of the plaintiff therein under Order XIII-A of the CPC, as applicable to commercial suits, for summary judgment, is for consideration. Though the plaintiff in CS(COMM) No.45/2017 also had filed IA No.6764/2018 under XIII-A of the CPC for summary judgment and though the counsel for plaintiff in CS(COMM) No.45/2017 on 7th January, 2019 had also argued the said application, but the senior counsel for the plaintiff in CS(COMM) No.45/2017 after some arguments, on 8th January, 2019 withdrew the said application. Thus only IA No.6194/2018 in CS(COMM) No.1314/2016 is for consideration. 3. CS(COMM) No.1314/2016 has been filed for "specific performance of contract", pleading that (i) Jindal Saw Ltd. (Jindal) and Aperam Stainless Services and Solutions Precision SAS (Aperam Stainless) being a company organized under the laws of France entered into a Joint Venture Agreement dated 12th August, 2004 (JV Agreement) for formation of IUP Jindal Metals & Alloys Ltd. (IUP) (being defendant no.3 in CS(COMM) No.1314/2016 and sole defendant in CS(COMM) No.45/2017) with Jindal holding 73% and Aperam Stainless holding 27% of the shareholding of IUP; (ii) Aperam Stainless, though had also agreed to provide the requisite technical support to IUP, but failed to do so resulting in IUP suffering losses; (iii) Aperam Stainless lost complete interest in the business of IUP and stopped attending the meetings of the Board of Directors and shareholders; (iv) by the year 2009, 50% of the net worth of IUP was eroded and IUP was declared as potentially sick company, requiring capital infusion therein; however Aperam Stainless refused to invest any further equity and only Jindal invested substantial monies to save IUP, resulting in Jindal holding 80.7% and Aperam Stainless holding only 19.29% shareholding of IUP; (v) an addendum dated 19th November, 2009 to the JV Agreement was signed between Jindal and Aperam Stainless; (vi) in or about the year 2012, disputes and difference arose between Jindal and Aperam Stainless and after detailed negotiations and discussions, a Settlement Agreement dated 20th December, 2013 was entered wherender Aperam Stainless agreed to sell its shares in IUP to Jindal for an amount of USD 50,000, at a price per share of USD 0.0185; (vii) Jindal was always ready and willing to perform its obligations under the Settlement Agreement dated 20th December, 2013 and to purchase the shareholding of Aperam Stainless in IUP, but Aperam Stainless was lax, inspite of repeated requests and reminders of Jindal and inspite of Jindal also obtaining permission of Reserve Bank of India (RBI) on 28th January, 2016; (viii) Aperam Stainle