1. NTT Docomo Inc. ('Docomo'), a company incorporated in Japan, has filed OMP (EFA) (Comm.) No. 7 of 2016 under Sections 44, 46, 47 and 49 of the Arbitration and Conciliation Act, 1996 (‘Act’) and under Order XXI of the Code of Civil Procedure, 1908 read with Section 151 thereof seeking the enforcement and execution of the final Award dated 22nd June 2016 passed by the Arbitral Tribunal (‘AT’) in London, United Kingdom in LCIA Case No. 152896 under the London Court of Arbitration (‘LCIA’) Rules.

2. The specific prayer in the petition is for the recognition and enforcement of the aforementioned Award made in favour of Docomo and against the Respondent Tata Sons Ltd. ('Tata'), as a decree of this Court, execution of the decree, and pending such execution and satisfaction of the decree, to pass appropriate interim orders of injunction.

Background Facts

3. A Shareholder Agreement (‘SHA’) was entered into on 25th March 2009 between Docomo, Tata and Tata Teleservices Ltd. (‘TTSL’). Clause 5.7 of the SHA inter alia stated that if TTSL failed to satisfy certain 'Second Key Performance Indicators' stipulated in the SHA, Tata would be obligated to find a buyer or buyers for Docomo's shares in TTSL at the Sale Price i.e., the higher of (a) the fair value of those shares as of 31st March 2014, or (b) 50% of the price at which Docomo purchased its shares.

4. Since TTSL did not deliver evidence to Docomo of its compliance of the Second Key Performance Indicator by 30th May 2014, a Trigger Notice was deemed to have been delivered by Docomo to Tata in terms of Clause 5.7.1 of the SHA.

5. In accordance with Clause 5.7.2 of the SHA, Docomo issued a Sale Notice to Tata and TTSL on 7th July 2014 calling upon Tata to find a buyer or buyers to acquire the Sale Shares during the Sale Period in terms of Clause 5.7.2. The Sale Period terminated on 3rd December 2014.

6. As a result, disputes arose between the parties. In accordance with Clause 12.1.2(a) of the SHA, the disputes were referred to the senior officers duly designated by Docomo and Tata. However, they failed to reach any resolution.

7. By letter dated 3rd January 2015, Docomo commenced the arbitration proceedings by submitting its request for arbitration on 3rd January 2015 to the LCIA. By the said letter, Docomo nominated its Arbitrator. On 28th January 2015, Tata filed its response and counter-claim and also nominated its Arbitrator. The two Arbitrators jointly nominated the Chairman of the AT on 18th March 2015. On 23rd March 2015, the LCIA notified the parties that the LCIA Court had appointed the AT comprising the two respective nominees of the parties and the Chairman jointly appointed by them.

Issues before the AT

8. Before the AT, the issues submitted by Tata were as under:

“(i) Whether special permission from RBI was required to perform the Sale Option at a price in excess of the NPR Fair Value without violating Indian law?

(ii) Whether Tata had an "absolute" obligation to perform the Sale Option under Clause 5.7.2 of the SHA?

(iii) Whether Tata and Docomo were obliged to make reasonable endeavours to obtain such special permission of RBI, and if so whether Tata made reasonable endeavours to obtain RBI’s special permission?

(iv) What is the consequence in law, and under the contract, of the refusal of RBI to grant special permission?

(v) Whether Tata's non-acquisition of the Sale Shares at the Sale Price paid directly or indirectly constituted a breach of the SHA by Tata?

(vi) Whether, (payment of any amount in excess of the FEMA Pricing Guidelines is prohibited, such excess amount can be indirectly made good by way of an award of damages or restitution?

(vii) Whether in any event Docomo is entitled to restitution of 50% of its investment?"

9. The issues submitted by Docomo were more or less similar and read as under:

“1. What were Tata’s obligations under Clause 5.7.2?

2. Did Tata pe