Disposed

Mr. Vikash Rathi v. Kalaari Capital Management Ii, Llc

Karnataka HC2 Nov 2023AP.IM/7/2023

Case brief

AI extract

What is this about?

The High Court disposed of multiple arbitration interim measure petitions filed by ex-employees seeking to restrain the respondent company from paying carried interest to third parties. The Court granted interim relief directing the deposit of Rs. 25 crores into an interest-bearing fixed deposit at the State Bank of Mauritius as an interim arrangement pending final arbitration.

What did the court decide?

Directing the respondents to deposit Rs. 25 crores in interest-bearing fixed deposits at State Bank of Mauritius within two weeks and provide details to petitioners.

Mr. Vikash Rathi Vs Kalaari Capital Management Ii, Llc — Arbitration | Karnataka HC (2023)

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NC: 2023:KHC:38910 AP.IM No. 6 of 2023 C/W AP.IM No. 7 of 2023 AP.IM No. 8 of 2023 AP.IM No. 9 of 2023 AP.IM No. 10 of 2023

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IN THE HIGH COURT OF KARNATAKA AT BENGALURU

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DATED THIS THE 2^ND DAY OF NOVEMBER, 2023

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BEFORE

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THE HON'BLE MR JUSTICE M.I.ARUN

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ARBITRATION PETITION-INTERIM MEASURE NO.6 OF 2023

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C/W

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ARBITRATION PETITION-INTERIM MEASURE NO. 7 OF 2023 ARBITRATION PETITION-INTERIM MEASURE NO. 8 OF 2023 ARBITRATION PETITION-INTERIM MEASURE NO. 9 OF 2023 ARBITRATION PETITION-INTERIM MEASURE NO. 10 OF 2023

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IN AP-IM NO.6 OF 2023

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BETWEEN:

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MR. MANDAR DANDEKAR, AGED 42 YEARS, SON OF MR. CHANDRASHEKHAR DANDEKAR, RESIDING AT F824, BRIGADE COSMOPOLIS, WHITEFIELD MAIN ROAD, WHITEFIELD, BENGALURU-560066.

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GIRIJA A BYAHATTI Digitally signed by GIRIJA A BYAHATTI

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(BY SRI ARJUN RAO, ADVOCATE)

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AND:

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…PETITIONER

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KALAARI CAPITAL MANAGEMENT II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURUTIUS, HAVING ITS OFFICE AT IFS COURT, BANK STREET, TWENTY EIGHT CYBERCITY, EBENE-72201, MAURITIUS. REPRESENTED BY ITS AUTHORIZED SIGNATORY. E:KALAARI@SANNE GROUP.COM.

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KALAARI CAPITAL PARTNERS II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURITIUS, HAVING ITS OFFICE AT IFS COURT,

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NC: 2023:KHC:38910 AP.IM No. 6 of 2023 C/W AP.IM No. 7 of 2023 AP.IM No. 8 of 2023 AP.IM No. 9 of 2023 AP.IM No. 10 of 2023

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BANK STREET, TWENTY EIGHT, CYBERCITY, EBENE72201, MAURITIUS, REPRESENTED BY ITS AUTHORIZED SIGNATORY, E: [email protected].

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KALAARI CAPITAL ADVISORS PRIVATE LIMITED, A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013, HAVING REGISTERED OFFICE AT GROUND FLOOR, UNIT-2, NAVIGATOR BUILDING, ITPB, WHITEFIELD ROAD, BANGALORE-560066, E: [email protected].

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…RESPONDENTS

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(BY SRI ANUPAM AGARWAL, ADVOCATE FOR R1; NOTICE TO R2, R3 ARE SERVED)

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THIS PETITION IS FILED UNDER SECTION 9 READ WITH SECTION 2(1)(E) OF THE ARBITRATION AND CONCILIATION ACT, READ WITH SECTION 10 OF THE COMMERCIAL COURT ACT, 2015 PRAYING TO RESTRAIN THE RESPONDENT/S FROM MAKING ANY PAYMENT OF CARRIED INTEREST TO ANY THIRD PARTY INCLUDING ITS MEMBERS, DIRECTORS, EMPLOYEES ETC., WITHOUT FIRST SECURING/DEPOSITING THE ENTITLEMENT OF THE PETITIONER TO CARRY INTEREST IN TERMS OF THE LETTERS DATED OCTOBER 30, 2018 (ANNEXURE-C) AND MAY 27, 2019 (ANNEXURE-D) IN A SEPARATE BANK ACCOUNT/ESCROW ACCOUNT AND DISCLOSING ALL THE SAID DETAILS TO THIS HON’BLE COURT AND SUCH OTHER RELIEFS.

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IN AP-IM NO.7 OF 2023

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BETWEEN:

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MR. VIKASH RATHI, AGED 42 YEARS, SON OF MR. MUKUND RATHI, RESIDING AT FLAT E1004, FIVE SUMMITS, ADDRESS, ROAD NO.10, EPIP ZONE, ITPL AREA, WHITEFIELD, BENGALURU-560066.

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…PETITIONER

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(BY SRI ARJUN RAO, ADVOCATE)

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NC: 2023:KHC:38910 AP.IM No. 6 of 2023 C/W AP.IM No. 7 of 2023 AP.IM No. 8 of 2023 AP.IM No. 9 of 2023 AP.IM No. 10 of 2023

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AND:

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KALAARI CAPITAL MANAGEMENT II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURUTIUS, HAVING ITS OFFICE AT IFS COURT, BANK STREET, TWENTY EIGHT CYBERCITY, EBENE-72201, MAURITIUS. REPRESENTED BY ITS AUTHORIZED SIGNATORY. E:KALAARI@SANNE GROUP.COM.

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KALAARI CAPITAL PARTNERS II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURITIUS, HAVING ITS OFFICE AT IFS COURT, BANK STREET, TWENTY EIGHT, CYBERCITY, EBENE72201, MAURITIUS, REPRESENTED BY ITS AUTHORIZED SIGNATORY, E: [email protected].

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KALAARI CAPITAL ADVISORS PRIVATE LIMITED, A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013, HAVING REGISTERED OFFICE AT GROUND FLOOR, UNIT-2, NAVIGATOR BUILDING, ITPB, WHITEFIELD ROAD, BANGALORE-560066, E: [email protected].

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…RESPONDENTS

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(BY SRI ANUPAM AGARWAL, ADVOCATE FOR R1; NOTICE TO R2, R3 ARE SERVED)

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THIS PETITION IS FILED UNDER SECTION 9 READ WITH SECTION 2(1)(E) OF THE ARBITRATION AND CONCILIATION ACT, READ WITH SECTION 10 OF THE COMMERCIAL COURT ACT, 2015 PRAYING TO RESTRAIN THE RESPONDENT/S FROM MAKING ANY PAYMENT OF CARRIED INTEREST TO ANY THIRD PARTY INCLUDING ITS MEMBERS, DIRECTORS, EMPLOYEES ETC., WITHOUT FIRST SECURING/DEPOSITING THE ENTITLEMENT OF THE PETITIONER TO CARRY INTEREST IN TERMS OF THE LETTERS DATED 27^TH MAY, 2019 (ANNEXURE-C) AND 7^TH SEPTEMBER 2020 (ANNEXURE-D) IN A SEPARATE BANK ACCOUNT/ESCROW ACCOUNT AND DISCLOSING ALL THE SAID DETAILS TO THIS HON’BLE COURT AND SUCH OTHER RELIEFS.

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NC: 2023:KHC:38910 AP.IM No. 6 of 2023 C/W AP.IM No. 7 of 2023 AP.IM No. 8 of 2023 AP.IM No. 9 of 2023 AP.IM No. 10 of 2023

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IN AP-IM NO.8 OF 2023

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BETWEEN:

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MR. ABHINAV SHUKLA, AGED 37 YEARS, SON OF MR. SATISH KUMAR SHUKLA, RESIDING AT 503, ARUM BUILDING, ROSALIE LX COOPERATIVE HOUSING SOCIETY, KALYAN (W), THANE, MAHARASHTRA-421 301.

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…PETITIONER

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(BY SRI ARJUN RAO, ADVOCATE)

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AND:

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KALAARI CAPITAL MANAGEMENT II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURUTIUS, HAVING ITS OFFICE AT IFS COURT, BANK STREET, TWENTY EIGHT CYBERCITY, EBENE-72201, MAURITIUS.

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REPRESENTED BY ITS AUTHORIZED SIGNATORY. E:KALAARI@SANNE GROUP.COM.

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KALAARI CAPITAL PARTNERS II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURITIUS, HAVING ITS OFFICE AT IFS COURT, BANK STREET, TWENTY EIGHT, CYBERCITY, EBENE72201, MAURITIUS, REPRESENTED BY ITS AUTHORIZED SIGNATORY, E: [email protected].

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KALAARI CAPITAL ADVISORS PRIVATE LIMITED, A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013, HAVING REGISTERED OFFICE AT GROUND FLOOR, UNIT-2, NAVIGATOR BUILDING, ITPB, WHITEFIELD ROAD, BANGALORE-560066, E: [email protected].

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…RESPONDENTS

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(BY SRI ANUPAM AGARWAL, ADVOCATE FOR R1; NOTICE TO R2, R3 ARE SERVED)

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NC: 2023:KHC:38910 AP.IM No. 6 of 2023 C/W AP.IM No. 7 of 2023 AP.IM No. 8 of 2023 AP.IM No. 9 of 2023 AP.IM No. 10 of 2023

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THIS PETITION IS FILED UNDER SECTION 9 READ WITH SECTION 2(1)(E) OF THE ARBITRATION AND CONCILIATION ACT, READ WITH SECTION 10 OF THE COMMERCIAL COURT ACT, 2015 PRAYING TO RESTRAIN THE RESPONDENT/S FROM MAKING ANY PAYMENT OF CARRIED INTEREST TO ANY THIRD PARTY INCLUDING ITS MEMBERS, DIRECTORS, EMPLOYEES ETC., WITHOUT FIRST SECURING/DEPOSITING THE ENTITLEMENT OF THE PETITIONER TO CARRY INTEREST IN TERMS OF THE LETTER DATED MAY 27, 2019 (ANNEXURE-B) IN A SEPARATE BANK ACCOUNT/ESCROW ACCOUNT AND DISCLOSING ALL THE SAID DETAILS TO THIS HON’BLE COURT AND SUCH OTHER RELIEFS.

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IN AP-IM NO.9 OF 2023

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BETWEEN:

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MR. DARSHIT VORA, AGED 40 YEARS, SON OF MR. DILIPKUMAR VORA, RESIDING AT NO.12095, PRESTIGE SHANTINIKETAN, WHITEFIELD ROAD, BENGALURU-560048.

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…PETITIONER

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(BY SRI ARJUN RAO, ADVOCATE)

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AND:

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KALAARI CAPITAL MANAGEMENT II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURUTIUS, HAVING ITS OFFICE AT IFS COURT, BANK STREET, TWENTY EIGHT CYBERCITY, EBENE-72201, MAURITIUS. REPRESENTED BY ITS AUTHORIZED SIGNATORY. E:KALAARI@SANNE GROUP.COM.

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KALAARI CAPITAL PARTNERS II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURITIUS, HAVING ITS OFFICE AT IFS COURT, BANK STREET, TWENTY EIGHT, CYBERCITY,

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NC: 2023:KHC:38910 AP.IM No. 6 of 2023 C/W AP.IM No. 7 of 2023 AP.IM No. 8 of 2023 AP.IM No. 9 of 2023 AP.IM No. 10 of 2023

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EBENE-72201, MAURITIUS, REPRESENTED BY ITS AUTHORIZED SIGNATORY, E: [email protected].

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KALAARI CAPITAL ADVISORS PRIVATE LIMITED, A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013, HAVING REGISTERED OFFICE AT GROUND FLOOR, UNIT-2, NAVIGATOR BUILDING, ITPB, WHITEFIELD ROAD, BANGALORE-560066, E: [email protected].

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…RESPONDENTS

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(BY SRI ANUPAM AGARWAL, ADVOCATE FOR R1; NOTICE TO R2, R3 ARE SERVED)

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THIS PETITION IS FILED UNDER SECTION 9 READ WITH SECTION 2(1)(E) OF THE ARBITRATION AND CONCILIATION ACT, READ WITH SECTION 10 OF THE COMMERCIAL COURT ACT, 2015 PRAYING TO RESTRAIN THE RESPONDENT/S FROM MAKING ANY PAYMENT OF CARRIED INTEREST TO ANY THIRD PARTY INCLUDING ITS MEMBERS, DIRECTORS, EMPLOYEES ETC., WITHOUT FIRST SECURING/DEPOSITING THE ENTITLEMENT OF THE PETITIONER TO CARRY INTEREST IN TERMS OF THE LETTERS DATED OCTOBER 30, 2018 (ANNEXURE-B) AND MAY 27, 2019 (ANNEXURE-C) IN A SEPARATE BANK ACCOUNT/ESCROW ACCOUNT AND DISCLOSING ALL THE SAID DETAILS TO THIS HON’BLE COURT AND SUCH OTHER RELIEFS.

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IN AP-IM NO.10 OF 2023

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BETWEEN:

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MR. RAHUL GARG, AGED 40 YEARS, SON OF MR. RAMKRISHNA GARG, RESIDING AT NO.06-01, SKYLINE RESIDENCES, 608 TELOK BLANGAH, SINGAPORE-109030.

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…PETITIONER

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(BY SRI ARJUN RAO, ADVOCATE)

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NC: 2023:KHC:38910 AP.IM No. 6 of 2023 C/W AP.IM No. 7 of 2023 AP.IM No. 8 of 2023 AP.IM No. 9 of 2023 AP.IM No. 10 of 2023

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AND:

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KALAARI CAPITAL MANAGEMENT II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURUTIUS, HAVING ITS OFFICE AT IFS COURT, BANK STREET, TWENTY EIGHT CYBERCITY, EBENE-72201, MAURITIUS. REPRESENTED BY ITS AUTHORIZED SIGNATORY.

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KALAARI CAPITAL PARTNERS II, LLC AN ENTITY INCORPORATED UNDER THE LAWS OF MAURITIUS, HAVING ITS OFFICE AT IFS COURT, BANK STREET, TWENTY EIGHT, CYBERCITY, EBENE72201, MAURITIUS, REPRESENTED BY ITS AUTHORIZED SIGNATORY.

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KALAARI CAPITAL ADVISORS PRIVATE LIMITED, A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013, HAVING REGISTERED OFFICE AT GROUND FLOOR, UNIT-2, NAVIGATOR BUILDING, ITPB, WHITEFIELD ROAD, BANGALORE-560066.

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…RESPONDENTS

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(BY SRI ANUPAM AGARWAL, ADVOCATE FOR R1; NOTICE TO R2, R3 ARE SERVED)

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THIS PETITION IS FILED UNDER SECTION 9 READ WITH SECTION 2(1)(E) OF THE ARBITRATION AND CONCILIATION ACT, READ WITH SECTION 10 OF THE COMMERCIAL COURT ACT, 2015 PRAYING TO RESTRAIN THE RESPONDENT/S FROM MAKING ANY PAYMENT OF CARRIED INTEREST TO ANY THIRD PARTY INCLUDING ITS MEMBERS, DIRECTORS, EMPLOYEES ETC., WITHOUT FIRST SECURING/DEPOSITING THE ENTITLEMENT OF THE PETITIONER TO CARRY INTEREST IN TERMS OF THE LETTERS DATED MAY 27, 2019 (ANNEXURE-C) IN A SEPARATE BANK ACCOUNT/ESCROW ACCOUNT AND DISCLOSING ALL THE SAID DETAILS TO THIS HON’BLE COURT AND SUCH OTHER RELIEFS.

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8 - NC: 2023:KHC:38910 AP.IM No. 6 of 2023 C/W AP.IM No. 7 of 2023 AP.IM No. 8 of 2023 AP.IM No. 9 of 2023 AP.IM No. 10 of 2023

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THESE PETITIONS, COMING ON FOR ORDERS THIS DAY, THE COURT MADE THE FOLLOWING:

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COMMON ORDER

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The petitioners are ex-employees of respondent No.3 Company, which is involved in the business of investment. Respondents No.1 and 2 are sister concerns of respondent No.3 Company, which are incorporated in Mauritius.

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As per the terms of employment, respondent No.2 is liable to pay the petitioners an amount as consideration for having served respondent No.3 and the same is required to be quantified as per the terms and conditions of the contract entered into between respondent No.3 and the petitioners. However, the petitioners are entitled to the amount when similarly situated persons are paid amounts due to them.

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In the instant cases, the allegation of the petitioners is that, similarly situated persons are paid certain amounts, but the petitioners have not been paid their dues.

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The respondents do not dispute that some other persons are paid an amount, but submit that the petitioners are not similarly situated and the amount that the petitioners are entitled to can be

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NC: 2023:KHC:38910 AP.IM No. 6 of 2023 C/W AP.IM No. 7 of 2023 AP.IM No. 8 of 2023 AP.IM No. 9 of 2023 AP.IM No. 10 of 2023

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quantified exactly only next year. However, the advocate for respondents, upon instructions submits that, to protect the interest of the petitioners, they would deposit a sum of Rs.25 crores in State Bank of Mauritius and provide necessary details about the deposit to the petitioners.

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The petitioners are agreeable for the same.

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Both petitioners and respondents submit that, this has to be only an interim arrangement and the final determination of the amount is the subject matter of dispute, which has to be settled between the parties before the Arbitrator or through negotiations.

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Hence the following:

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ORDER

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The petitions are disposed of with a direction to the

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respondents to deposit a total sum of Rs.25 crores in interest bearing fixed deposits in State Bank of Mauritius, within two weeks from today and provide details about the said deposit to the petitioners.

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Sd/JUDGE

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gab/ ct-mck List No.: 19 Sl No.: 1

Mr. Vikash Rathi v. Kalaari Capital Management Ii, Llc

Case brief

What is this about?

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Mr. Vikash Rathi v. Kalaari Capital Management Ii, Llc

Case brief

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