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* IN THE HIGH COURT OF DELHI AT NEW DELHI Judgment reserved on: 21.02.2025 Judgment pronounced on: 26.05.2025 + O.M.P. (COMM) 378/2019, I.A. 12705/2019, I.A. 845/2023 BHARAT FORGE LIMITED .....Petitioner Through: Mr. Nakul Dewan, Sr. Adv. with Mr.

Parag Khandhar, Mr. Krishan Kumar, Mr. Satender Saharan, Advs.

versus TARSEM JAIN & ANR. .....Respondents Through: Mr. Ramesh Singh, Sr. Adv. with Mr.

Rahul Gupta, Ms. Nanya, Advs.

+ O.M.P. (COMM) 382/2019, I.A. 12939/2019, I.A. 769/2023 BF INFRASTRUCTURE LIMITED .....Petitioner Through: Mr. Nakul Dewan, Sr. Adv. with Mr.

Parag Khandhar, Mr. Krishan Kumar, Mr. Satender Saharan, Advs.

versus TARSEM JAIN & ANR. .....Respondents Through: Mr. Ramesh Singh, Sr. Adv. with Mr.

Rahul Gupta, Ms. Nanya, Advs.

+ OMP (ENF.) (COMM.) 47/2024, EX.APPL.(OS) 299/2024 TARSEM JAIN .....Decree Holder Through: Mr. Ramesh Singh, Sr. Adv. with Mr.

Rahul Gupta, Ms. Nanya, Advs.

versus BF INFRASTRUCTURE LIMITED & ANR. ......Judgement Debtors Through: Mr. Nakul Dewan, Sr. Adv. with Mr.

Parag Khandhar, Mr. Krishan Kumar, Mr. Satender Saharan, Advs.

CORAM:

HON'BLE MR. JUSTICE JASMEET SINGH

J U D G M E N T

: JASMEET SINGH, J

1. The present petitions are filed under Section 34 of the Arbitration &

Conciliation Act, 1996 hereinafter referred to as (hereinafter referred to as “the 1996 Act”) by the petitioners - Bharat Forge Limited in O.M.P (COMM.) 378/2019 as well as by BF Infrastructure Limited in O.M.P (COMM.) 382/2019 challenging the arbitral award dated 10.05.2019 (hereinafter referred to as “Impugned Award”) and for setting aside order dated 16.12.2015.

2. The third petition is the enforcement petition filed by the award holder i.e. Mr. Tarsem Jain against BF infrastructure and Bharat Forge seeking payment of the decretal amount of 77 crores along with up-to-date accrued interest.

3. Since all the petitions are arising from a common arbitral Award dated

10.05.2019 and have been heard together, the same are decided by this common judgment.

FACTS

4. The factual matrix as per the BF Infrastructure Limited is that respondent no.1 (hereinafter referred to as “R1”) – Mr. Tarsem Jain (R1 in both petitions) represented to BF Infrastructure Limited that he is owner of entire share capital of many companies incorporated in India and abroad which were engaged in mining activities and were holding valid permits in US and Africa. R1 further represented he is a beneficial owner of Coal Columbia SAS, Mines and Minerals Company Colombia SAS and Multitex Africa SA and 99% of the paid-up equity share capital of Aggressive Projects Pvt. Ltd. a company incorporated in India.

5. BF Infrastructure Limited, a subsidiary company of Bharat Forge Limited (flagship company of Kalyani Group of Companies), entered into a Share Purchase Agreement (hereinafter referred to as “SPA”) dated 18.12.2010 in which R1 agreed to transfer 100% of total equity share capital of the 3 above mentioned companies to Aggressive Projects Pvt. Limited (hereinafter referred to as “APPL”). Subsequently, 90 % nominal value of equity shares of APPL were to be transferred to BF Infrastructure Limited.

6. It is stated by BF Infrastructure Limited that as per clause 2, the 1^st closing was to be fulfilled subject to performance of all conditions given under Schedule II of the SPA unless the same were expressly waived. These were conditions precedent. The same had not been performed by R1 which has thereby resulted in the entire agreement coming to an end.

7. It is further stated by BF Infrastructure Limited if any conditions were not performed or satisfied and otherwise not expressly waived in writing the SPA would automatically cease to operate thus relegating the parties to their respective original positions. The petitioner had even paid 50 lakhs to R1. These 50 lakhs were to be paid on the date of execution, and 1 crore was to be paid when 100% ownership of the 3 companies was transferred to APPL and 90% shareholding of the same was to be transferred to the petitioner.

8. Since disp