(DR. D.Y. CHANDRACHUD, J.)

Admit. With the consent of Counsel and at their request the Appeals are taken up for hearing and final disposal.

1. These three appeals arise out of an order passed by a learned Single Judge on 19 January 2012 on an application for ad interim relief in a petition under Section 9 of the Arbitration and Conciliation Act 1996 and from an ad interim order dated 27 January 2012 on a Chamber Summons for amendment of the petition under Section 9. Two appeals against the order dated 19 January 2012 and against the order dated 27 January 2012 have been filed by the Second Respondent to the arbitration petition. One appeal by the First Respondent is against the order dated 19 January 2012.

2. All the appeals have been placed together by consent for hearing and final disposal and since the issues are common, they have been disposed of by this judgment. For convenience of reference it would be appropriate to refer to the parties as they appear in the arbitration petition under Section 9.

3. On 15 October 2009 a Media Rights Licensing Agreement was entered into between the Board of Control for Cricket in India (the Petitioner) and Nimbus Communications Limited (the First Respondent). Under the agreement, the Petitioner granted to the First Respondent during the period commencing from 1 April 2010 until 31 March 2014 inter alia television rights, radio rights, and licensee mobile rights on an exclusive basis in relation to the territory covered by the agreement. The agreement stipulated that the First Respondent would pay to the Petitioner an amount of Rs.31.25 Crores for every match, be it a one day international, a test match or a 20/20 international match. The payment terms inter alia stipulated as follows:

“Licensee specifically acknowledges “ that Licensor is in negotiations with the ICC and the Cricket Boards of various countries to finalise the Future Tours Programme (‘FTP’) for all bilateral cricket tours by the Indian National Team from April 2010 onwards and changes are likely to take place in the above schedule of Matches. To the extent any series or Match/ Matches is/are either increased or reduced in any year during the Rights Period, the Rights Fee payable will be pro rata increased for the extra series or Match/Matches, as the case may be, or decreased to the extent of the series or Match/Matches reduced, as the case may be, based on the Per Match Value stated above for all the series or Matches as included in the schedule below or New series scheduled by Licensor. It being understood and agreed by licensee that if Licensor decides to schedule a Tri series the amount paid per match will remain as per the Per match Value defined above.”

4. Under clause 7.2 the rights fee was to be paid by the licensee, the First Respondent, to the Petitioner in installments and by the due dates indicated in the schedule. 50% of the fee was payable not later than thirty days before the commencement of each series, while the balance was payable within sixty days after the scheduled date of the last match of the series. Clause 13 of the agreement stipulated that the First Respondent shall not assign, subcontract or otherwise part with the benefit of the agreement without the prior written consent of the Petitioner, which was not to be unreasonably delayed. However, the First Respondent was entitled to assign the rights and benefits granted under the agreement to any affiliate without the consent of the licensor, it being agreed that the First Respondent shall remain fully and primarily responsible for and liable to the licensor for the performance of the agreement. The expression ‘affiliate’ was defined in the agreement as follows:

“Affiliate shall mean any person controlling, controlled by or under common control with a specified person and, for the purposes of this Agreement, “control” means the power of a person (directly or indirectly) to direct or cause the direction of the management and polices of any o