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 Signature Not Verified Digitally Signed O.M.P. (COMM) 290/2019 and connected matter Page 1 By:JYOTIRMOY GHOSH 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 Signature Not Verified Digitally Signed O.M.P. (COMM) 290/2019 and connected matter Page 2 By:JYOTIRMOY GHOSH 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 Signature Not Verified Digitally Signed O.M.P. (COMM) 290/2019 and connected matter Page 3 By:JYOTIRMOY GHOSH 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 Gua