The central legal point established in the judgment is the authorization of the Operator by the Consortium members and the relevance of non-signatory parties in arbitration agreements.

1. This appeal by HLS Asia Ltd. (‘HAL’) under Section 37 of the Arbitration & Conciliation Act, 1996 (‘Act’) challenges the interim Award dated 29th May 2012 passed by the Arbitral Tribunal (‘Tribunal’) accepting the plea of Respondent No.2/NTPC Ltd. (‘NTPC’) that it be deleted from the arbitral proceedings.

2. The background to the present appeal is that the contract for Wireline Logging Services (‘WLS’) was entered into on 14th July 2009 between HAL and Respondent No.1/M/s. Geopetrol International Inc. (‘GII’). The said contract clearly stated that GII was acting as an Operator of a block in Changlang District, Arunachal Pradesh for and on behalf of a Consortium comprising GII, NTPC (Respondent No.2), Brownstone Ventures Limited (‘BVL’)/ Respondent No.3, a company incorporated in Ontario, Canada and Canoro Resources Limited (‘CRL’)/Respondent No.4, a company having its registered office in Noida, Uttar Pradesh. The preamble clause of the said contract stated as under:-

“This contract is made on 14th day of July, 2009 between M/s. Geopetrol International Inc., a Company organized and existing under the laws of India, having its registered office at Calle 53, Urbanization Obario, Torre Swiss Bank, Prisa 16, Panama and its India office at The Mira Corporate Suits, Block D-1, 1&2 Ishwar Nagar, Mathura Road, New Delhi-110065, India, hereinafter referred to as “Company”, acting as Operator of the Block AA-ONN-2003/2 for and on behalf of consortium presently comprising:

Geopetrol International Inc.

NTPC Limited

Brownstone Ventures Limited

Canoro Resources Ltd.

each of the participants being liable to the Contractor severally and jointly and only to the extent of their participating interest and represented by Mr. Claude Seiler – Chief Representative India Business.”

3. Prior to the above contract, the Respondents, as a Consortium, entered into Production Sharing Contract (‘PSC’) with the Government of India on 16th December 2005 for the purposes of exploring and developing the aforementioned block in Changlang District, Arunachal Pradesh. While GII had 30% participating interest (‘PI’) in the block, NTPC had 40% PI, BVL had 15% PI and CRL had 15% PI. A separate Joint Operating Agreement (‘JOA’) was entered into between NTPC, GII and CRL on 28th March 2006. Under Article 4.2 of JOA, GII was designated as the Operator and the parties were to provide the Operator with such powers of attorney as would be required from time to time by the concerned authorities in order to carry out the operations pursuant to the JOA.

4. Article 4.7 of JOA stipulated the powers and duties of the Operator. Sub-clauses (g) and (r) of Article 4.7 of JOA are relevant and read as under:-…

“(g) Represent the Parties before the Government and any and all courts, administrative departments, bureaus, and agencies whatsoever in India in matters related to the Joint Operations and to the extent applicable, Exclusive Operations, and in doing so prepare and sign, file and receive any affidavits, undertakings, contracts, petitions, requests, certificates, authorizations, reports or other documents in connection therewith; advise the Parties in a timely manner of any such acts which in the Operator’s opinion may significantly affect the Parties; and perform all other acts of a similar nature necessary and proper in connection therewith, except to the extent any Party has indicated its desire to represent itself in connection with any of the foregoing in which case the related costs shall not be chargeable to Joint Account. Non-Operators shall be entitled to attend, for the purposes of observation, meetings between the Operator and Government, and any court appearances of the Operator, where such meetings or appearances pertain to matters relating to the Contract.

….

(r) Subject to Article 23 of the Contract, enter into contracts with others, as appropriate, for the performance of services or supply of facilities, equipment, materials or supplies by such others pro