JUDGMENT

VIBHU BAKHRU, J

1. The petitioners have filed the present petition under Section 34 of the Arbitration and Conciliation Act, 1996 (hereinafter the „A&C Act‟) impugning an arbitral award dated 26.10.2020 rendered by an Arbitral Tribunal constituted by a Sole Arbitrator, Justice (Retd.) Dr Mukundakam Sharma, a former Judge of the Supreme Court of India. The arbitration was conducted under the aegis of Delhi International Arbitration Centre (DIAC) and its Rules.

2. Petitioner no.1 (hereinafter „Megha‟) is a partnership firm and petitioner nos. 2 to 5 are its constituent partners. Megha is, inter alia, engaged, in the business of trading Crude Palm Oil (edible grade). The subject disputes arise out of two agreements dated 02.02.2013 and 25.02.2013, which were entered into between Megha and M/s Coral Products Pvt. Ltd. (hereinafter „Coral‟) for sale and purchase of Crude Palm Oil on a High Seas Sale Basis. In terms of the agreement dated 02.02.2013, Coral agreed to sell 1470 MT of Crude Palm Oil of Indonesian origin on board the vessel, MT. Prosperity V.01/13, with Kakinada as the port of delivery, at the rate of ₹46,600/- per MT. In terms of the Agreement dated 25.02.2013, Coral agreed to sell 2500 MT of Crude Palm Oil on board the vessel, MT. Golden Blessing V.1301, with Kakinada as the port of delivery, at the rate of ₹48,750/-

per MT.

3. Coral issued two separate invoices dated 02.02.2013 and 25.02.2013 for amounts of ₹6,85,02,000/- and ₹12,18,75,000/- respectively for sale of Crude Palm Oil, in terms of the respective agreements as mentioned above. Thus, according to Megha, an aggregate sum of ₹19,03,77,000/- (Rupees Nineteen Crores Three Lacs Seventy Seven Thousand only) became due and payable by Megha to Coral.

4. In terms of a Scheme of Amalgamation under Section 391-394 of the Companies Act, 1956, Coral merged with the respondent company (hereinafter „Haldiram‟). The said Scheme of Amalgamation of Coral with Haldiram, was approved by this Court by an order dated 25.04.2014 passed in Company Petition No. 66/2014. In terms of the said Scheme of Amalgamation, the assets of Coral stood vested with Haldiram. These included the amount receivable from Megha in respect of the two High Sea Sale Agreements in question.

5. According to Haldiram, Megha took delivery of the Crude Palm Oil at the port of delivery, Kakinada, on the basis of the documents executed by Coral. Haldiram claims that the aforesaid amount of ₹19,03,77,000/- (Rupees Nineteen Crores Three Lacs Seventy Seven Thousand only) remained outstanding as Megha failed and neglected to pay the same.

6. Accordingly, by a notice dated 18.05.2016 addressed to the petitioners, Haldiram invoked the Arbitration Clauses under the respective High Sea Sales Agreements in question, and sought the consent of the petitioners to appoint a Sole Arbitrator. Haldiram suggested names of three former judges of this Court, one of whom could be appointed as a Sole Arbitrator. In its notice, Haldiram claimed an amount of ₹19,03,77,000/- with interest at the rate of 18% per annum, which according to Haldiram was in terms of the said Agreements as well as the custom and usage of trade.

7. Megha responded to the said notice by a letter dated 03.06.2016. It denied its liability to pay the amount as claimed by Haldiram and also declined to give consent for the appointment of an Arbitrator. Megha further claimed that the Arbitration Clause was not binding on any of the parties.

8. In the aforesaid circumstances, Haldiram filed a petition under Section 11(6) of the A&C Act, being ARB.P. 421/2016: Haldiram Snacks Pvt. Ltd. v. Megha Enterprises and Anr., seeking appointment of a Sole Arbitrator to adjudicate the disputes in respect of the two High Sea Sale Agreements in question. The said petition was allowed by this Court and by an order dated 18.04.2017, this Court referred the parties to DIAC with the direction for DIAC to appoint an Arbitrator in accordance with the provisions of the A&C Act and its