By this petition (667 of 2011) filed under section 34 of the Arbitration and Conciliation Act, 1996, the petitioners seek to challenge the impugned award dated 13th July, 2011 passed by the learned arbitrator holding that the agreement entered into between the petitioners and the respondents stood terminated by repudiation on the part of the petitioners and on acceptance thereof by the respondents and directing the respondents to refund of Rs.73,00,51,960/- to the petitioners within a period of 90 days of the said award. The learned arbitrator also awarded arbitration cost in favour of the respondents herein in the sum of Rs.33,00,000/-. The petitioners to this petition were respondents in the arbitration proceedings. By petition (629 of 2011) the petitioners seek interim measures. The respondents herein were claimants in the arbitration proceedings. Some of the relevant facts for the purpose of deciding this petition are set out hereinunder:-

2. By a Deed of Transfer of business executed on 31st May, 2002 duly registered the 1st respondent purchased and acquired from the Hotel Corporation of India the business of Hotel Centaur – Juhu on “a going concern” basis for the consideration and on the terms and conditions contained therein. By an Indenture of Conveyance dated 31st May, 2002 the 1st respondent purchased and acquired from the Hotel Corporation of India the said hotel property together with the moveable property for the consideration and on the terms and conditions contained therein. By separate 11 sale deeds, all dated 31st May, 2002 duly registered, the 1st respondent purchased and acquired from the Hotel Corporation of India, 11 flats forming part of the said immoveable property.

3. On 8th March, 2005, the petitioners entered into an agreement in the form of Term Sheet with the respondents for the sale and transfer of the 100% equity shares and 100% preference shares of the 1st respondent company by respondent nos. 2 and 3 in favour of the petitioners for the consideration of Rs.387.50 crores on the terms and conditions contained therein.

4. Pursuant to the said Term Sheet, escrow documents executed by the parties were deposited with Mr.Suresh Talwar, Advocate and Mr.Anand S.Bhatt, Advocate as joint escrow agents.

5. On 31st March, 2005, the petitioners and the respondents executed the Master Asset Purchase Agreement (hereinafter referred as the said ‘MAPA’) by which the petitioners exercised its option to enter into the said MAPA in respect of the said Hotel Corporation together with the benefits with the additional FSI, the said 11 flats and the said moveable property including plant and machinery at or for the aggregate consideration and on the terms and conditions contained therein.

6. It was recited in the said MAPA that the respondents had availed of the various loans/credit facilities from certain banks, against the security of the hotel property, the 11 flats and the moveable properties. The details of such loan were described in the said MAPA. It was also recited that the respondents had entered into several agreements with Nirmal Lifestyle Limited by which the said company and the respondent had agreed to jointly construct a shopping mall and a supermarket on the portion of the said hotel property. The details in respect of the said transaction between the said Nirmal Lifestyle Transaction and the respondents are described in the said MAPA.

7. The respondents acknowledged that on the execution of the Term Sheet, part of the consideration of Rs. 38 crores had already been paid by the petitioners to the respondents. The respondents had agreed to ensure that 570 employees who had opted for voluntary retirement scheme would be relieved/discharged from their employment with the respondents on or before the notice of closure. It is recorded that though the said obligation had not been complied with by the respondents, at the request of the respondents, the petitioners had agreed to execute the said MAP