1. The first petitioner, a real estate development company, along with the second petitioner, entered into an Agreement of Sale dated 24.2.2006 in respect of a land owned by the respondent, admeasuring 36.28 grounds situated in Velachery Main Road, Guindy, Chennai for a total consideration of Rs.24,77,00,000/- at the rate of Rs.68,23,457/- per ground. A sum of Rs.30,00,000/- was paid under the agreement towards the first instalment.

2. The said property had a number of issues, including a prior sale agreement of the respondent with Mrs. Rema Gopinathan Nair dated 20.12.1999; mortgage over a portion of the property with M/s. Ind Bank Housing Limited; disputes with Madras Race Club; encroachment and illegal occupation; and tax arrears.

3. In order to settle the issue with the first purchaser, a payment of Rs.3.66 Crores was made to the said Rema Gopinathan Nair, followed by another payment of RS.2.44 Crores under an affidavit-cum-receipt for part-payment of April, 2006. In terms thereof, M/s. Rema Gopinathan Nair discharged, cancelled and settled her rights under the sale agreement dated 20.12.1999 and thus, to that extent, the agreement inter se the parties stood complied with.

4. The second petitioner is also stated to have approached M/s. Ind Bank Housing Ltd., which had issued a notice dated 25.3.2006 under the SARFAESI Act demanding a sum of Rs.12.26 Crores to compromise and settle the claim. It is alleged that in order to ensure that no coercive steps are taken qua the property, payments were made. A One Time Settlement was reached dated 28.3.2008 for a sum of Rs.2 Crores for release of part of the Schedule property and an additional sum of Rs.1.4 Crores was paid for release of another premises. This is stated to be apart from the amounts paid towards the loan account.

5. In view of the passage of time, the parties are stated to have entered into a fresh sale agreement dated 18.7.2008, superseding the earlier agreement dated 24.2.2006, whereby the consideration was specified as Rs.24,56,88,160/- at the rate of Rs.67,72,000/- per ground. This agreement is stated to have recorded all the draft payments, though some cash payments made vide a separate affidavit-cum-receipt issued by the respondent was not recorded in it. The second petitioner, vide letter dated 31.12.1999 in terms of this agreement, was authorised to receive the original title deeds in respect of the property from M/s. Ind Bank Housing Ltd. The original title deeds thus came to the petitioners. In terms of the agreement, the respondent was further required to hand over vacant possession of the property to the petitioners and register a Power of Attorney in favour of the petitioners and their nominees to deal with the property in question, to the extent proportionate with the amount paid and signed all other connected documents.

6. The dispute with the Madras Race Club, however, was not resolved as litigation remained pending either before this Court or before the Hon’ble Supreme Court and thus, the last instalment remained to be paid. Despite complying with the schedule upto the fifth instalment, the petitioners alleged that the respondent failed and neglected to execute the registered Power of Attorney and all endeavour to resolve the dispute failed. The petitioners, left with no other option, issued a letter dated 7.6.2010 seeking handing over vacant possession of the Schedule property and registration of the Power of Attorney, failing which the matter was to be referred to arbitration under Clause 17 of the Agreement dated 18.7.2008. The arbitration clause reads as under :-

“17. The parties agree that in the event of any dispute or differences arising out of this Agreement or in the interpretation of any of the provisions hereof they shall endeavour to meet together in an effort to resolve such dispute by discussion between them, and failing such resolution the parties shall enter into any arbitration proceedings in relation to such disputes, differences,