An arbitral award resulting from summary proceedings that bypasses natural justice, fails to frame issues in complex matters of fraud, and neglects adjudication of limitation and third-party implications is perverse, patently illegal, and liable to be set aside.

JUDGMENT :

SOMASEKHAR SUNDARESAN, J.

Context and Factual Background:

1. This is a Petition filed under Section 34 of the Arbitration and Conciliation Act, 1996 (“the Act”), challenging an Arbitral Award dated August 6, 2024 (“Impugned Award”).

2. The Petitioner, ABB India Limited (“ABB”) has been directed in the Impugned Award, to reinstate shareholding of the Respondent, Sunil Hariram Jaisingh (“Jaisingh”) to the extent of 1,550 shares of ABB and 310 shares of Hitachi Energy India Ltd (“Hitachi”) (which had emerged as ABB Power Products & Systems Ltd. pursuant to demerger of an undertaking), within a period of 15 days. Failing such restoration, monetary compensation equivalent to the market value of such shares as of the date of uploading the Impugned Award is to be paid by ABB to Jaisingh.

3. The Impugned Award has been passed by a three-member Arbitral Tribunal appointed by an independent online arbitral institution that facilitates and administers online dispute resolution (“ODR”), empanelled with the BSE Limited (“BSE”) under the Securities and Exchange Board of India’s (“SEBI”) ODR framework for disputes in the securities market.

4. Jaisingh was the Claimant in the arbitration while ABB was the first Respondent. The other parties in the arbitration proceedings were Respondent No. 2, Tata Consultancy Services (“TCS”) and KFIN Technologies Limited (“KFIN”), each of which was the Registrar and Transfer Agent (“RTA”) handling the share transfer registration activity for ABB, whose shares are listed on the BSE.

5. Admittedly, the proceedings have been conducted with no participation by TCS and with KFIN filing only a written defence, without otherwise participating in the proceedings. Moreover, the Statement of Defence by ABB (as indeed an additional affidavit from Jaisingh that crystallised the claim) was permitted to be filed, both documents were taken on record only after hearing in the matter was concluded, with the Learned Arbitral Tribunal not permitting any hearing thereafter. The Learned Arbitral Tribunal found it unnecessary to conduct a personal hearing after completion of pleadings, primarily citing deadline for completion of the arbitration under SEBI’s ODR Master Circular dated July 31, 2023 (updated as of December 28, 2023) (“Master Circular”).

6. Jaisingh’s late father one Mr. Hariram Hemraj Jaisingh held 175 shares in ABB when he passed away on November 17, 1988. According to the records, sometime in 1992 (the specific date is unclear) Jaisingh applied for transfer or transmission of these shares to his name. The Application is said to have been “made through” his Advocate one Mr. Amar Talreja. A registered Will dated February 27, 1981, the original Share Certificates and the Death Certificate are said to have been presented by Mr. Talreja to TCS, the then RTA of ABB. TCS replied by a letter dated March 13, 1992, addressed to Mr. Talreja, returning the Application along with the original Share Certificates and asking for the Probate of the Will in order to effect the transmission.

7. Mr. Talreja is said to have informed Jaisingh about the receipt of the letter dated March 13, 1992, requesting Jaisingh to comply with the requirements. After that, Jaisingh is purported to have been “occupied in his family matters, financial and professional responsibilities”. The Learned Arbitral Tribunal has recorded that “thereafter” Mr. Talreja informed Jaisingh that the original Share Certificates had been misplaced by Mr. Talreja in his office and he was not able to trace them. The date of such intimation is also unclear. Admittedly, Jaisingh has brought nothing to bear on his reaction to the news about return of the Share Certificates by TCS or on his reaction to Mr. Talreja’s intimation that the Share Certificates were misplaced.

8. Miraculously, “while vacating his office in 2021” Mr. Talreja is said to have found the original Share Certificates in his office and informed Jaisingh by a letter dated February 6, 2021, and also retur