Judgment :

Soumen Sen, J.

1. The appeal and the cross-appeal are arising out of a composite order dated 4th September, 2024 disposing of two applications for setting aside of arbitral awards on grounds stated therein under Section 34 of the Arbitration and Conciliation Act, (in short, “the 1996 Act”).

2. The dispute is arising out of a Share Purchase Agreement (SPA) dated 24th March, 2021 entered into between the parties. The appellants in APOT No.328 of 2024 were the respondents in the arbitration proceeding and also in the proceeding for setting aside of the award initiated by the present appellants in AP-COM No.388 of 2024 (Old case No. AP 777 of 2023) (Deepak Bhargava & Ors. v. Jagrati Trade Services Pvt. Ltd. & Ors.)

3. The respondent No.1 in the said arbitration proceeding claimed specific performance of contract along with damages for the breach of the contract whereas the appellants by way of counterclaim prayed for specific performance of their version of the self-same agreement.

4. The aforesaid counterclaim was dismissed and had also resulted in an application for setting aside of the award limited to the refusal of the claim for interest from the date of payment of consideration till the date of commencement of the arbitration proceeding. The learned arbitrator allowed interest @ 9 per cent per annum from the date of filing of the statement of claim till realisation. The learned arbitrator rejected the claim for specific performance of the contract as claimed by the present appellants. However, the appellants were directed to refund the sum of Rs.19.90 crores (approximately) which was admittedly received by the appellants from the claimants towards consideration. Interest was also granted on the same. The learned Single Judge has upheld the award and dismissed both the applications. This order is now under challenge by both the parties.

5. Briefly stated the appellant Nos.1 to 10 and respondent Nos. 4 and 5 were shareholders of the appellant No.11 company (hereinafter referred to as ‘company’). The appellant Nos.1 to 10 and the respondent No.4 and 5 are treated as transferors and described collectively as Deepak and the respondent Nos.1, 2 and 3 are referred to as transferees and described allegedly as Jagrati for the sake of convenience. Jagrati was the claimant in the arbitration. The respondent Nos.2 and 3 were respondent No.14 and 15 in the arbitration respectively.

6. The appellant No.11 is a company and was a long term lessee of premises No.6, JLN Road, Kolkata-700013 measuring 2 bighas 13 cottah, 11 chittaks and 23 sq. Ft. There were six buildings in the premises all occupied by tenants. The Transferees agreed to acquire 100% shares of the appellant No.11 company through purchase of 100% shares in the same.

7. Three (3) agreements, all dated March 24, 2011, were entered into between the Transferors and Transferees. The agreements included i) Share Purchase Agreement, ii) Supplemental Agreement and iii) an Escrow Agreement.

8. Under the Share Purchase Agreement as relied upon by Deepak the transferors are required to pay a total consideration of Rs.82 crores for such transfer. Out of the said consideration of Rs.82 crores, the transferors have paid Rs.20 crores as share consideration for acquiring 36278 fully paid-up shares and Rs. 62 Crore was paid as a loan amount.

9. The Supplemental agreement provided for obtaining the vacant and peaceful possession of the premises in the occupation of the tenants of the company.

10. The Escrow Agreement provided for appointment of an Escrow Holder who would hold the share certificates in trust till completion of the transaction. The said Escrow agreement provided that the Share Purchase Agreement, Supplemental Agreement and all other documents would be prepared in triplicate, each set being in the possession of the transferor, transferees and the Company.

11. The Transferees inter-se entered into an understanding dated March 28, 2011 whereby they agreed that the Respondent No. 1, Re