Hon’ble Rajnish Kumar, J.—The instant appeal under Section 37 of the Arbitration and Conciliation Act, 1996 has emanated from the judgment and order dated 28.8.2018, passed by the Commercial Court, Lucknow in Arbitration Case No. 49 of 2018; M/s.Proactive In & Out Advertising Ltd. v. U.P. State Road Transport Corporation.

2. The facts in brief for adjudication of the present controversy are that the appellant is a Private Limited Company registered under the Companies Act 1956. The appellant entered into an agreement with the respondent-Corporation on 12.12.2014 for display of advertisement on ordinary buses for a period of two years plying on depots in 14 different regions within the State of Uttar Pradesh. As per the terms of the agreement the appellant had agreed to pay Rs. 857 per bus per month.

3. Upon expiry of the agreement the respondent issued a tender at a higher price calling for submission of bids by 9.12.2016. It appears that no bidders were forthcoming, therefore, the bid submission date was extended up to 28.12.2016 but no bids were submitted. Therefore, the appellant wrote a letter to the respondents on 16.1.2017 requesting for extension of agreement for a period of three years. The meeting was held between the appellant and respondents on 2.3.2017. In pursuance thereof the appellant wrote a letter dated 3.3.2017 to the respondents regarding the meeting. Thereafter the appellant and the respondents entered into an agreement on 3rd of March 2017 for a period of one year for display of advertisement at Rs. 986 per month per bus.

4. Prior to completion of the period of aforesaid agreement on 15.3.2018, the respondents issued E-Tender on 5.3.2018 for agreement for display of the advertisement on the buses for the year 2018. The E-Tender was divided in three parts; one for 4214 buses; second for 3128 buses and third for 1257 buses. It appears that as per E-Tender majority of the bus depots in 14 different regions, which earlier formed part of appellant’s agreement, were scattered in to 4214 buses, 3128 buses and 1257 buses segments. The bid document also specify Right to First Refusal (ROFR) in favour of the appellant for 4214 buses. The appellant sought clarification from the respondents regarding deletion of lucrative depots from the 4214 buses segment of tender vide letter dated 14.3.2018.

5. The respondents issued a corrigendum on 19.3.2018, in which it was clarified that the right of matching bid of the appellant is not absolute as other bidder if so interested and offer the bid would be allowed to negotiate. The appellant wrote a letter dated 26.3.2018 to the respondents to clarify the appellant’s ROFR as per agreement dated 3.3.2017 and requested to amend the terms of tender. Thereafter the appellant shown its willingness to continue with the contract that expired on 15.3.2018 for further period of three years at the same rate and same terms and conditions of the expired contract vide letter dated 17.4.2018. The meeting was also held on 18.4.2018 between the parties, in pursuance thereof the appellant again wrote to the respondents indicating its willingness to enter into a fresh agreement for a period of three years with suitable-required revision of price as per current value of currency.

6. It appears that respondents issued a letter dated 23.4.2018 to the appellant in response to the appellant’s letter dated 26.3.2018 admitting the ROFR of the appellant and denying the same on the grounds mentioned therein.

7. The bids were opened on 21.5.2018, wherein no bid was made for 4214 buses. It appears that the appellant had not applied against the said tender, however, it reiterated its claim as per clause 6(ii) and recital of the agreement vide it’s letter dated 26.5.2018.

8. Since the request of the appellant was not accepted, the appellant approached to the District Court by means of a Petition under Section 9 of the Arbitration and Conciliation Act 1996. The case was registered as Arbitration Case No