J U D G M E N T

V. KAMESWAR RAO, J

1. The present petitions have been filed under Section 34 of the Arbitration and Conciliation Act, 1996 („Act of 1996‟, in short). Since the petitions are challenging the same Arbitral Award dated March 25, 2019, I shall decide these petitions by a common order.

2. The petitioners, Pranav Ansal and Gaurav Dalmia are the promoter-shareholder of Ansal Properties and Infrastructure Ltd. („APIL‟, for short) and the Chairman of Landmark Group, respectively. Landmark Group and Ansal Group entered into a Joint Venture Company („JV‟, for short) on September 13, 2004, which later came to be known as Ansal Landmark Township Private Limited („ALTPL‟, for short), (presently under majority control of Ansal Group), to undertake real estate projects. Subsequently, the JV was terminated by the parties through a Term Sheet Agreement dated December 21, 2011, and Definitive Agreements executed as per the Term Sheet. The JV would incorporate an entity, which would be transferred to Landmark Group. This entity named Ansal Landmark (Karnal) Township Private Limited („ALKTPL‟, for short), was to implement the „Karnal project‟.

3. As per the petitioners, a Debenture Subscription Agreement („DSA‟, for short) and a Deed of Personal Guarantee („DPG‟, for short), were executed on July 28, 2015. As per the DSA, an entity namely Ansal Urban Condominiums Private Limited (hereinafter referred to as „AUCPL‟ and „Principal Borrower‟ interchangeably) was to implement a Group Housing Project at Ghaziabad.

4. The DSA dated July 28, 2015, was entered into between the following parties:-

a. AUCPL b. ALTPL c. ALKTPL d. Sushil Ansal e. Gaurav Dalmia (petitioner in OMP (COMM) 265/2019)

f. Pranav Ansal (petitioner in OMP (COMM)

290/2019)

g. APIL h. Indostar Capital Finance Limited („Indostar‟, hereinafter)

5. As per the DSA, Indostar invested ₹ 150 crore in AUCPL by subscribing 1,50,00,000 secured, unlisted, redeemable, non-convertible debentures at the face value of ₹100. These debentures were to be redeemed in tranches, with a validity of 36 months from the closing date. As per Article 2.1.1 read with Article 2(ii) of Terms of Debentures, AUCPL was to pay interest @ 21.75% per annum from the date Indostar remits the money.

6. AUCPL failed to make the payment for the debentures by July 31, 2017, causing an „event of default‟ as per the DSA. The respondent No.1 stated that the payment to AUPCL was secured by the following:-

i. Personal Guarantee dated July 28, 2015, executed by the petitioners and the respondent No.1.

ii. Corporate Guarantee by ALTPL & ALKTPL dated July 28, 2015.

iii. Corporate Guarantee by APIL dated October 23, 2015

7. On October 27, 2015, AUCPL redeemed 24,00,000 debentures held by Indostar, leaving Indostar with 1,26,000 debentures. These debentures were then transferred by Indostar to IIFL Income Opportunities Fund („IIFL‟, hereinafter) pursuant to a Debenture Purchase Agreement („DPA‟, for short) dated October 27, 2015 between Indostar, IIFL, AUCPL, ALTPL, ALKTPL, APIL, Sushil Ansal, and the petitioners herein.

8. On December 29, 2015, AUCPL redeemed another 26,00,000 debentures held by IIFL, bringing the debentures held by IIFL to

1,00,00,000.

9. Pursuant to a second DPA dated March 03, 2016 ICICI Prudential Real Estate AIF II (hereinafter referred to as „IPRU‟ and „Debenture Holder No. 1‟, interchangeably) represented by ICICI Prudential Asset Management Company Limited in its capacity as the investment manager, agreed to purchase 1,00,00,000 debentures from IIFL. On March 18, 2016 IIFL sold / transferred 57,00,000 debentures to IPRU (Debenture Holder No. 1). Thereafter, IIFL transferred 43,00,000 debentures to various entities of IIFL. On June 30, 2016, these 43,00,000 debentures were then acquired by IIFL Yield Enhancer Fund (hereinafter referred to as „Debenture Holder No.2‟ and „IIFL YEF‟ interchangeably).

10. On March 20, 2017, Debenture Holder No.2 transferred 26,00,000 debentures to Debenture Holder No.1, bringing the to