Point of Law: A unilaterally projected profitability which is a mere assumption, cannot be the basis of assessment of damages.

ORDER :

This appeal under Section 13(1-A) of the Commercial Court Act, 2015 read with Section 37(1)(b) of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as 'the Act' for short)emanates from judgment dated 24.06.2021 passed by the Commercial Court by which objections preferred by the appellant under Section 34 of the Act have been dismissed. In order to appreciate the appellant's challenge to the impugned judgment, relevant facts need mention, which are stated infra.

(I) FACTUAL BACKGROUND:

2. The appellant is a company incorporated under the provisions of Companies Act, 1956 and is engaged in the business of manufacturing and brewing beer under several brands. The respondent is also a company under the provisions of Companies Act, 1956 incorporated with a view to cater to the needs of multinational companies in assisting, marketing, organizing and setting up of their businesses in India. An agreement viz., Customer Information And Service Provider agreement (CISP) was executed on 21.03.2012 between Skol Breweries Limited (SKOL) And Elios Business Solutions Private Limited (ELIOS). Under the aforesaid agreement, ELIOS was engaged by SKOL for promotion of sale of its products in the erstwhile State of Andhra Pradesh.

3. First addendum to the agreement to aforesaid CISP agreement was executed on 03.06.2014. The parties by the aforesaid addendum agreed to rename SKOL as SAB Miller and the CISP agreement was made applicable to the States of Telangana and Andhra Pradesh pursuant to its bifurcation with effect from 02.06.2014. On 09.09.2015, SAB Miller by a second addendum renewed the CISP agreement with ELIOS for a period of 5 years with effect from 01.10.2015 till 31.08.2020. Under the aforesaid addendum, the parties also agreed to extend the term of CISP and further agreed to assign the rights, duties and liabilities of ELIOS under the CISP agreement to respondent herein. Thereafter, SAB Miller was acquired by the appellant in 2017.

4. Clause 10.4 of the CISP Agreement provides that if respondent breaches any of the terms of the agreement, the agreement can be terminated immediately without prior notice. Clause 16, contains an Arbitration clause. Clause 17.2 requires the respondent to strictly comply with code of business conduct and ethics and policy on business hospitality and customer/supplier relations of the appellant and the respondents as well as all its associated parties including its, promoters were under an obligation to remain compliant with anti corruption laws applicable in India. Clause 20A recorded the respondent's representations that neither the respondent nor any of its associated parties including the promoter has at any time admitted to having engaged in any corrupt act or similar conduct. The aforesaid clause further records the representation of the respondent that it has not at any time been investigated or been suspected in any jurisdiction in any corrupt act or similar act. Under Clause 20B, the respondent agreed that it would immediately notify the appellant if the representations made in Clause 20A are no longer correct.

5. It is the case of the appellant that name of the Director of the respondent prominently featured in First Information Report viz., FIR No.RC224 2017 80001 dated 06.02.2017, which was filed against one Mr.Qureshi. The BBM chat Data enclosed with the complaint included the communication exchanged between the Director of the respondent viz., Mr.Sana and one Mr.Qureshi. Thereafter, on 15.10.2018, a complaint was made by Mr.Sana viz., the Director of respondent, in which he candidly admitted to engaging in corrupt acts of bribing public officials in order to attain a favorable outcome in the case registered by the CBI. According to the appellant, the Director of the respondent did not comply with anti corruption laws, and had engaged in a corrupt practice of similar