1. These three petitions have been filed under Section 34 of the Arbitration and Conciliation Act, 1996 against the same Award dated 14th March 2005 passed by the learned sole Arbitrator whereby the claim of Cybernetics Network Pvt. Ltd. (‘CNPL’) was allowed and the Respondent Bisquare Technologies Pvt. Ltd. (‘Bisquare’) was held liable to pay CNPL Rs.98.77,672/-together with interest @ 9% from 30th March 2002 till the date of the Award and interest @ 18% per annum from the date of the Award till the date of payment. CNPL was awarded costs of Rs.5,00,000/-. The counter claims of Bisquare and Mr. Ramendra Singh Baoni (hereinafter Mr. Baoni) were rejected.

2. Aggrieved to the extent that some of its claims have been rejected, CNPL has filed O.M.P. No. 267 of 2005. Against the rejection of the respective counter claims Bisquare has filed O.M.P. No.282 of 2005 and Mr. Baoni has filed O.M.P. No.283 of 2005.

Background Facts

3. CNPL is a company incorporated under the Companies Act, 1956 claiming to have expertise in the marketing of products in the field of multimedia home entertainment. Bisquare, also a company incorporated under the Companies Act, is carrying on the business of technology development and research in the field of information technology, multimedia, telecommunications, and direct-to-home transmissions of television signals with its associated hardware design and embedded software development. Mr. Baoni is the Promoter and Director of Bisquare.

4. CNPL states that the parties met during October/November 1999 when Mr. Baoni claimed to have been engaged in the business of technology development and research and made representations inter alia that he had designed, developed, proved and tested a proprietary set top box (‘STB’) which was Digital Video Broadcasting (‘DVB’) compliant and was ready for commercial exploitation. It is further stated by CNPL that Mr. Baoni demonstrated an STB by claiming inter alia that it was a proprietary STB developed and designed by him and that he had all the deliverables ready for commercial production of such STBs. It is stated that Mr. Baoni represented to CNPL that he was in the process of developing STBs for direct to home (‘DTH’) and terrestrial reception and dissemination of digital satellite signals. Mr. Baoni offered to transfer exclusive rights in the intellectual property and proprietary technology in STBs to a company to be promoted by Mr. Pradeep Jain of CNPL for commercial exploitation of the said technology or any other technology to be developed in future. Mr. Baoni stated that he needed to consult with one Mr. Baid, the other promoter and Director of Bisquare Consultants Pvt. Ltd. (‘BCPL’) so as to ensure smooth transition and stated that he required funds for that purpose as well.

The MOU

5. CNPL states that acting upon the aforesaid representations, CNPL and Bisquare entered into a Memorandum of Understanding (‘MOU’) on 17th January 2000 whereby CNPL was to subscribe 30% of the issued and subscribed equity capital of Bisquare and Bisquare was to subscribe to 30% of the issued and subscribed equity capital of CNPL. It was agreed that if the change in equity of either company due to the issue of sweat equity to the staff occurred/took place, the share of each in the other could not fall below 26% of the issued and subscribed capital of each company. Each company had a right to exit from their respective shareholding in the other company subject to the company holding the shares offering the right of first refusal to the remaining shareholders. In terms of the MOU, CNPL and Bisquare were to identify through mutual consent, the technology/products to be designed for CNPL. Bisquare was to provide CNPL the product concept which was capable of generating business for CNPL provided that the technology developed by Bisquare and transferred to CNPL would be upgraded, adopted, assimilated and modified, serviced by Bisquare which would render all technical help for its ab