M/s Minda Investments Limited, an Indian company and M/s Emer SPA, an Italian company

entered into a Joint Venture Agreement for carrying Business mutually. 11 amendments were
made to the agreement after Emer SPA merged with MTM SRL resulting into the name
‘Westport Fuel Systems Italia SRL’. This company then started dealing with Indian
customers and OEM (Original Equipment Manufacturer) has been directly dealing in breach
which is a breach of Joint Venture Agreement. There also exist presumption of disclosure of
confidential information by Westport Company.
The JV agreement provided for integrating the business of all WFS Group companies with
MWTL by 16th Sept 2022. It was also agreed that MWTL shall be the sole and exclusive
distributor of WFS Products within the JV Territory. MWTL also has an Assets Transfer
Agreement dated 09.09.2020 with Rohan BRC (a subsidiary of Westport in India), under
which all competing business of RBRC stands transferred to MWTL, along with all
certifications and licenses. MWTL applied for the transfer certificate before ICAT and
received the certificates on 21.09.2022. MWTL then wrote to ICAT stating that all supply
agreements and competing business stands integrated with MWTL and any issuance of fresh
certificate to RBRC would be violation of the JV Agreement. MWTL then received the
notice of deadlock under JV agreement from Westport.
WFS has violated the following provisions of JVA including its amendments starting with
Clause 6, ‘Representation and Warranties’ Clause 10, ‘Reserved Matters’ Clause 12-
Exclusivity. Clause 16-Confidentiality