ORDER :

Senthilkumar Ramamoorthy, J.

1. The Petitioners are the controlling shareholders of a company, which was called Gordon Woodroffe Limited (GWL). The said company is said to be the owner of about 87 acres of land at Jameen Pallavaram. A Share Purchase Agreement dated 21 December 2005 (the SPA) was entered into between the Petitioners and the Respondent. In terms of the said SPA, the Petitioners agreed to sell a specified number of shares of GWL, which are defined as Sale Shares in the SPA, to the Respondent and the Respondent agreed to buy the same at the consideration specified in the SPA. In the SPA, the Petitioners, inter alia, provided a representation and warranty with regard to GWL's good and marketable title over the lands, without encumbrances. As a pre-requisite to closing/completion of the transaction, the Respondent was permitted to erect a fence around the immovable property of GWL. While such fencing was carried out, third-party obstructions were noticed by the Respondent. Therefore, the Respondent called upon the Petitioners, by letter dated 11.02.2006 (Ex. C-26), to clear such obstructions and ensure that the representation and warranty with regard to the immovable property holds good. In response, by reply dated 20.02.2006 (Ex. C-27), the Petitioners provided two options to the Respondent, namely, (a) amend the SPA by excluding the representations, warranties and indemnities in respect of the contentious parcels of land (the Contentious Land Parcels), extend the scheduled closing date of 21.02.2006 by 15 calendar days for such purpose and close the transaction; or (b) close the transaction by relying on the indemnities in respect of the property. The Respondent, however, by rejoinder dated 24.02.2006 (Ex. C-28), insisted that the encumbrances should be cleared. In these circumstances, the Petitioners terminated the SPA on 18.05.2006 (Ex. C-33), by reference to Clause 12.3 thereof, and endeavoured to refund the advance of Rs. 25 crores. In response, by reply dated 25.05.2006 (Ex. C-34), the Respondent stated that the termination is invalid and reiterated that it was and is ready and willing to consummate the transaction as per the terms of the SPA. This resulted in a dispute, which was referred to arbitration. In the arbitration, the Respondent requested for specific performance of the SPA and, by a subsequent amendment, in the alternative, claimed damages of approximately Rs. 1223.2 crores. By majority award dated 31.07.2015 (the Award), specific performance was awarded on condition that the Respondent would waive the representation and warranty as also the indemnity in respect of 24 acres of land and, consequently, not make any claims on that basis. The Award is impugned in this Petition under Section 34 of the Arbitration and Conciliation Act, 1996 (the Arbitration Act).

2. I heard the learned senior counsel, Mr. Darius Khambatta, assisted by Mr. Anirudh Krishnan for the Petitioners and the learned senior counsel, Mr. Sudipto Sarkar, assisted by Mr. Madhan Babu for the Respondent.

3. The learned senior counsel for the Petitioners submitted that the Respondent was provided the option of electing either part or full performance and that the Respondent elected full performance. Consequently, it was not open to the Respondent to subsequently do a volte face and claim part performance, whereas that is precisely the situation in this case. In this connection, he referred to Section 12 of the Specific Relief Act, 1963 (the SRA) and, in particular, clause 3 thereof which enables such part performance. In view of the refusal of the Respondent to accept part performance, he pointed out that the Petitioners were constrained to terminate the SPA because it was not possible-and, indeed, it was beyond the Petitioners' control-to ensure that the encroachments/encumbrances were cleared as demanded by the Respondent.

4. In this regard, he referred to the letter dated 11.02.2006 from the Respondent, whereby the Petitioners we