JUDGMENT :

This arbitration petition challenges an award passed by a sole arbitrator in a reference between the parties.

2 The short facts of the case may be stated as follows :

2.1 The Petitioner and the Respondent were shareholders of an Indian company by the name of Atlas Equipfin Pvt. Ltd. ("Atlas"). It is the Petitioner's case that he, along with others, including the wife of the Respondent (as the Respondent's nominee), on 31 December 1994, entered into a joint venture and shareholders' agreement to carry on business of an investment holding company through Atlas to collaborate with Sony for production, acquisition and export of television software, in which Atlas would own 25% equity. In terms of this joint venture agreement, the parties subscribed to shareholding in Atlas. The Petitioner claims to have subscribed to 10% shares.

2.2 Around the year 1995, Atlas entered into a joint venture with Sony group for setting up Sony TV channel in India. The joint venture company was named Sony Entertainment Television India Pvt. Ltd. ("SET India"), later renamed as Multi Screen Media Pvt. Ltd. ("MSM"). Between 1995 and 1997, the Petitioner claims to have participated in promotion efforts for the new channel and in developing programmes for it.

2.3 Sometime in 2002, the shareholders of Atlas were looking for an exit opportunity from MSM and decided to sell the shares held by Atlas in MSM. Sometime around 2005, at the request of the Respondent, the Petitioner and others claimed to have visited the office of the Respondent at In house Productions Pvt. Ltd. in Andheri. A request was made by the Respondent over telephone to the Petitioner for signing of a document giving mandate to Standard Chartered Bank ("SCB") for sale of shares of MSM held by Atlas along with an authority to apply such sale proceeds for repayment of a loan of USD 93 million taken by a company called Grandway Global Holdings Limited ("Grandway"). The Petitioner refused to sign the document as he had no direct or indirect interest in Grandway. The Petitioner claims to have received several phone calls from the Respondent, repeatedly requesting him to sign the mandate document, but no such document was signed by the Petitioner.

2.4 In 2005-2006, upon disputes and differences arising between the parties concerning irregularities in day to day management and affairs of Atlas, the Petitioner filed a company petition (Company Petition No.108 of 2006) in the Company Law Board ("CLB") under Sections 397 and 398 of the COMPANIES ACT , 1956. In course of time, this petition came to be withdrawn by the Petitioner, purportedly on an assurance from some shareholders of Atlas that his interest in Atlas would be protected.

2.5 On 3/4 April 2010, the Petitioner claimed to have received a notice from one Clifford Chance Pte. Ltd. together with an attachment of placement Instruction dated 15 November 2005. The Placement Instruction purported to bear the signature of the Petitioner. It was the Petitioner's case that he had not signed the document. The Placement Instruction referred to a Bridge Facility Agreement executed on 10 June 2005 between Grandway and SCB.

2.6 Within a few days (i.e. on 19 April 2010), the Petitioner filed a complaint with Economic Offences Wings (‘EOW’) against the Respondent and others complaining about forgery and requesting for an investigation into the matter. Subsequently, the Respondent approached the Petitioner's chartered accountant with a proposal to settle the disputes.

2.7 On 3 January 2011, a deed of settlement was drawn and executed between the parties. Clause 4.1 of the deed of settlement provided for keeping of a sum of USD 1,500,000 in escrow so as to be released to the Petitioner upon closure/withdrawal of the EOW complaint of 19 April 2010. Clause 4.2 of the deed provided for an additional sum of USD 2,000,000 to be held in escrow and to be released in favour of the Petitioner within seven days of receipt of sale proceeds by Grandway and/or Atlas in