IN THE HIGH COURT OF DELHI AT NEW DELHI

Judgment delivered on: May 23, 2023

+ O.M.P. (COMM) 290/2019, I.As. 10329/2019 & 15542/2019

PRANAV ANSAL

..... Petitioner

Through:

Mr. Ashwini Kumar Mata, Sr.

Adv. with Mr. Sujoy Datta,

Ms. Nishtha Khurana,

Ms. Mahima Shekhawat and

Mr. Karan Gaur, Advs.

versus

VISTRA ITCL (INDIA) LIMITED & ANR.

..... Respondents

Through:

Mr.

Sidhant

Kumar,

Ms.

Manyaa

Chandok,

Mr. Gurpreet Singh Bagga and

Ms. Vidhi Udayshankar, Advs.

for R-1

Ms.

Ruby

S.

Ahuja,

Ms.

Manmeet

Kaur,

Ms. Hancy Maini, Ms. Anjali

Dwivedi and Mr. Lakshya

Khanna, Advs. for R-2

AND

+ O.M.P. (COMM) 265/2019 & I.A. 9346/2019

GAURAV DALMIA

..... Petitioner

Through:

Ms.

Ruby

S.

Ahuja,

Ms.

Manmeet

Kaur,

Ms. Hancy Maini, Ms. Anjali

Digitally Signed

By:JYOTIRMOY GHOSH

DASTIDAR

Signing Date:23.05.2023

19:28:22

Signature Not Verified

Dwivedi and Mr. Lakshya

Khanna, Advs.

versus

VISTRA ITCL (INDIA) LIMITED & ANR.

..... Respondents

Through:

Mr.

Sidhant

Kumar,

Ms.

Manyaa

Chandok,

Mr. Gurpreet Singh Bagga and

Ms. Vidhi Udayshankar, Advs.

for R-1

Mr. Ashwini Kumar Mata, Sr.

Adv. with Mr. Sujoy Datta,

Ms. Nishtha Khurana,

Ms. Mahima Shekhawat and

Mr. Karan Gaur, Advs. for R-2

CORAM:

HON'BLE MR. JUSTICE V. KAMESWAR RAO

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

Digitally Signed

By:JYOTIRMOY GHOSH

DASTIDAR

Signing Date:23.05.2023

19:28:22

Signature Not Verified

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

Digitally Signed

By:JYOTIRMOY GHOSH

DASTIDAR

Signing Date:23.05.2023

19:28:22

Signature Not Verified

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 defau