The court upheld the arbitral award, emphasizing the limited scope of interference with arbitral awards and the need for a reasoned basis for challenging an award.

YOGESH KHANNA, J.

1. This petition under Section 34 of the Arbitration and Conciliation Act, 1996 challenges the award dated 6.10.2015 passed by the arbitral tribunal. The brief gist of transactions contemplated under the Share Subscription Agreement hereinafter referred as ‘SAS’ interalia were agreed to between the parties as under:

1. Rights/obligations of Ager Mauritius [respondent no. 1]

(i) Ager Mauritus was to subscribe to shares of CHI by paying Rs. 27.15 Crore.

(ii) Ager Mauritus to subscribe to shares of CHI by paying Rs. 13.50 Crore.

(iii) Total percentage of shares post subscription would be 7.89%.

2. Rights/obligations of Ager India [respondent no. 2]

(i) Ager India was to subscribe to the shares of CHI by paying a sum of Rs. 47.50 Crore in three tranches (Documents Part).

(ii) Ager India was to subscribe to shares of CHI by paying a sum of Rs.16.01 Crore.

(iii) Total percentage of shares post subscription would be 12.69%.

3. Rights/obligations of CHI [Petitioner]

(i) CHI was to purchase equity shares of Visu Hospitality Pvt. Ltd. ['VHPL'] that were held by Ager Mauritius [64.45%] by paying a sum of Rs. 27.15 Crore, subject to certain conditions precedent that are stated at Clause 8.2.

(ii) CHI was to purchase 49% of a Company by the name of Radhamohan Builders Pvt Ltd. [in which Ager India held the shares] for a consideration of Rs. 16.01 Crore. ['referred to for short as 'Jaipur Transaction']

(iii) Ager India was to assign to petitioner its rights to purchase certain land at Amritsar from Omaxe Ltd. and Heritage Ltd. for a consideration of Rs.47.50 Crore, subject to certain conditions precedent stated at Clause 8.1 of the SSA [referred to for short as 'Amritsar Transaction']

C. Brief Details of the Arbitral Proceedings initiated by respondents:

The arbitral proceedings arose interalia from a claim of the Respondent No.1 for refund of a sum of Rs. 12,69,12,090/- with interest. It is the case of the Claimants that this amount was paid towards share subscription amounts by Ager Mauritius to CHI and the shares were not issued by CHI. It is therefore claimed in terms of Clause 10 of the SSA, the amount is to be refunded to the Claimant No. 1[i.e. Ager Mauritius], The claimants also claimed damages to the tune of Rs. 4,44,67,137/-. Clause 10 of the SSA is as under:

“10. Consequence of Non-allotment of Equity Shares to Ager Mauritius In event Ager Mauritius Shares-I to III (as single block) or Ager Mauritius Shares-IV cannot be allotted and issued to Ager Mauritius within the Term of the Agreement for whatsoever reason, then the Company shall return to Ager Mauritius through normal banking channels the Ager Mauritius Subscription Amount-I or such corresponding amount for which Ager Mauritius Shares-I to IV (as single block) have not been allotted within the Term of the Agreement.”

The Petitioner filed a statement of defence and a counter-claim before the learned Arbitrator contending the Claimants had committed a series of breaches of SSA and therefore is liable to pay a sum of Rs.65,11,00,000/- towards losses and damages suffered on account of loss of business opportunity etc. and Rs.47,50,00,000/- towards the refund of the amount paid by it for the Amritsar Transaction to the present Petitioner.

D. AWARD

By its Award dated 06.10.2015, the Tribunal awarded Rs.19,92.51,981/- to Ager India and Ager Mauritius against the respondent with interest@12% per annum from 26.8.2015 till payment. The sum of Rs.19,92,51,981/- was calculated on the basis of the principle of Rs.12,69.12,090/- plus interest @12% upto the date of the Award. The said sum of Rs.19,92,51,981/- was to further carry interest@12% till the date of payment. The amount of Rs.12,69,12,090/- was said to be the amount paid by Ager Mauritius to CHI in terms of Clause 3.1 of the SSA. Although the SSA required 13.50 Crore to be paid, admittedly only Rs.12,69,12.090/- was paid by Ager Mauritius.

2. The petitioner has challenged the award primarily on two counts, besides other;