JUDGMENT

1. These five petitions, under Section 34 of the Arbitration and Conciliation Act, 1996 ("the 1996 Act") assail award dated 11 June 2010, passed by a learned Sole Arbitrator, arbitrating on the disputes between the STC of India Ltd (STC) on the one hand and the various petitioners in these petitions on the other. STC was the claimant before the learned Arbitrator, and the present petitioners were the respondents. The main respondent was Metro Machinery Traders (MMT), impleaded as Respondent 1 before the learned Arbitrator.

2. Before the learned Arbitrator, the petitioners jointly preferred counter-claims. The impugned Award rejects the counter-claims and awards, to STC, a sum of Rs. 109,74,06,709/-, jointly and severally against the petitioners with interest @ 12% per annum from the date of the award to recovery.

3. The respondents before the learned Arbitrator have challenged the impugned award under Section 34 of the 1996 Act. STC has, on the other hand, preferred OMP (ENF.) (Comm) 172/2018. Inasmuch as the outcome of OMP (ENF.) (Comm) 172/2018 is dependent on the result of the present petitions, which challenge the impugned Award, arguments were heard, and orders reserved, in the present petitions, and OMP (ENF.) (Comm) 172/2018 was adjourned.

4. The present petitions, mercifully, involve no disputed questions of fact. The issue before the learned Arbitrator, which is also the primary issue for consideration before this Court, is a pure question of law, which has been neatly delineated by the learned Arbitrator in the impugned Award. Before, however, adverting to the question of law that arises for consideration, a brief recital of the factual matrix in which the question arose, is necessary.

Facts

5. Vide notice dated 27 January 2005, the Metal and Scrap Trading Corporation of India (MSTC) invited tenders from willing purchasers who desired to purchase, in auction, plant and machinery owned by Neyveli Lignite Corporation (NLC), to be sold on "as is where is" and "no complaint" basis, free from all encumbrances. MMT was the highest and successful bidder in the auction and, consequently, on 1 April 2005, MSTC issued a Letter of Acceptance (LOA) to MMT, confirming acceptance of MMT's offer. The sale price, as offered by MMT and accepted in the LOA, was Rs. 132 crores, apart from Sales Tax and surcharge on Sales Tax. MMT was required to make an Earnest Money Deposit (EMD) of Rs. 13.2 crores, on or before 30 April 2005. MMT deposited the EMD of Rs. 13.2 crores on 3 April 2005 with MSTC. On 13 April 2005, the market value of the plant and machinery of NLC, forming subject matter of the aforesaid option, was assessed by Neeraj Kapoor, a Government approved valuer, as Rs. 352.25 crores.

6. On 14 April 2005, MMT wrote to STC, seeking to enter into an agreement with STC for disposal/marketing of the ferrous and non- ferrous scrap which would result from dismantling of the plant of NLC. It was stated, in the said letter, that the plant and machinery of NLC would, on dismantling, yield approximately 87000 MT ferrous and nonferrous scrap, worth Rs. 352 crores. Of this, it was further stated that spares worth Rs. 35.6 crores were lying in sub-stores and loose material worth Rs. 21 crores were lying in different sheds. The total value of the plant and machinery, it was pointed out, was Rs. 149,41,10,270/-, of which MMT was required to pay Rs. 70,21,10,270/-, equal to 40% of the bid amount and 100% of taxes and duties on or before 30 April 2005 and the remaining 60% of Rs. 79.2 crores by way of Bank Guarantee (BG) in three equal monthly installments of 20% each. MMT expressed its desire to enter into an agreemen