$~J * IN THE HIGH COURT OF DELHI AT NEW DELHI Judgment reserved on: 07.10.2024 Judgment pronounced on: 28.03.2025 + O.M.P.(EFA)(COMM.) 15/2019 CONSTRUCCIONES Y AUXILIAR DE FERROCARRILES & ANR. .....Decree Holders Through: Ms. Aishani Das, Ms.

Balapraghatha, Advs.

versus DELHI AIRPORT METRO EXPRESS PRIVATE LIMITED (INDIA) .....Judgement Debtor Through: Mr. Anirudh Bakhru, Ms. Shruti Arora, Ms. Tarini Khurana, Ms.

Vijay Laxmi, Advs.

+ O.M.P.(I) (COMM.) 375/2020 CONSTRUCCIONES Y AUXILIAR DE FERROCARRILES & ANR. .....Petitioners Through: Ms. Aishani Das, Ms.

Balapraghatha, Advs.

versus DELHI AIRPORT METRO EXPRESS PRIVATE LIMITED (INDIA) .....Respondent Through: Mr. Anirudh Bakhru, Ms. Shruti Arora, Ms. Tarini Khurana, Ms.

Vijay Laxmi, Advs.

CORAM:

HON’BLE MR. JUSTICE JASMEET SINGH

J U D G M E N T

: JASMEET SINGH, J O.M.P.(EFA)(COMM.) 15/2019 Digitally Signed O.M.P.(EFA)(COMM.) 15/2019 and connected Page 1 of 47

1. This is a petition filed under section 47 and 49 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as ―1996 Act‖ seeking enforcement and execution of the Arbitral Award dated 22.08.2016 passed by the learned Arbitral Tribunal (―AT‖) in ICC Case no. 19997/TO and Partial Award on costs of jurisdictional challenge dated 15.12.2015 passed in ICC Case no. 19997/TO.

2. The parties to the arbitration were Construcciones Y Auxiliar De Ferrocarriles (―Petitioner no. 1‖), CAF India Private Limited (―Petitioner no. 2‖) and Delhi Airport Metro Express Private Limited (―Respondent‖). The arbitral proceedings were conducted under the aegis of the International Chamber of Commerce with its seat being in London.

FACTUAL BACKGROUND

3. Petitioner no. 1 is a company registered under the laws of Spain, having its registered office at Jose Miguel Iturrioz 26, Beasain, Guipuzcoa, Spain and is involved in the business of manufacturing railways vehicles, equipment and buses. Petitioner no. 1 has supplied railway rolling stock to a number of major urban transit operators around the world.

4. Petitioner no. 2 is a wholly owned subsidiary of the petitioner no. 1, registered under the Indian laws having its registered offices at 113- 116, 1st Floor, Block A, Naurang House, 21 Kasturba Gandhi Marg

110001 New Delhi India.

5. Respondent is a company incorporated under the Companies Act, 1956, having its registered office at Commercial Tower, A-Wing, Digitally Signed O.M.P.(EFA)(COMM.) 15/2019 and connected Page 2 of 47 Radisson Blue Plaza, National Highway - 8, Mahipalpur, New Delhi – 110037. The respondent was incorporated and promoted as a Special Purpose Vehicle of Reliance Infrastructure Limited ("Rlnfra") for the sole purpose of building, commissioning and operating the Delhi Airport Metro Express Line Project (―project‖).

Rlnfra holds 99.5 percent share in the respondent.

6. In 2007, the Delhi Metro Rail Corporation invited bids for financing, design, procurement, installation and operation of the project. The petitioner no. 1 and Rlnfra formed a consortium and jointly submitted a bid, with Rlnfra being the lead partner. Consequently, in the year 2008, the Delhi Metro Rail Corporation issued a Letter of Acceptance in favor of the consortium, addressed to Rlnfra. The Letter of Acceptance required Rlnfra to incorporate a special purpose vehicle ("SPV") for the running of the project. Thereafter, Rlnfra incorporated the respondent as the SPV to undertake the project.

7. The petitioner no. 1 and the respondent entered into two agreements i.e. (i.) Rolling Stock Supply Contract (―Supply Agreement‖) and (ii.) Maintenance Services Agreement (―MSA‖), both dated 30.06.2008. The dispute resolution clause of the Supply Agreement is Article 22 and the same reads as under:

―22.1 In case of disputes, the Parties hereby agree to exhaust all informal senior level determination mechanisms before submitting a request to settle them under the formal dispute resolution system.

Digitally Signed O.M.P.(EFA)(COMM.) 15/2019 and connected Page 3 of 47

22.2 Any dispute aris