* IN THE HIGH COURT OF DELHI AT NEW DELHI Date of decision: 08^th OCTOBER, 2025 IN THE MATTER OF:

+ O.M.P. (COMM) 178/2020 UNION OF INDIA .....Petitioner Through: Mr. Chetan Sharma, ASG with Mr.

Kirtiman Singh, Sr. Advocate, Mr. Suman Jyoti Khaitan, Mr. Vikas Kumar, Mr. Ayush Kapur, Mr. Amit Gupta, Mr. RV Prabhat, Mr. Saurabh Tirpathi, Mr. Shubham Sharma, Mr. Vihaan Kumar, Mr. Maulik Khurana, Mr. Vinay Yadav, Ms. Laavanya Kaushik, GP, Mr. Anil Chawdhary, Advocates Mr. Vivek Kumar Sharma, Director, Ministry of Mines.

versus STERLITE INDUSTRIES(INDIA) LTD .....Respondent Through: Mr. Gourab Banerji, Sr. Advocate with Ms. Saman Ahsan, Ms. Srijata Majumdar, Mr. Rahul Sangwan, Mr Rakesh Talukdar, Mr Sundaram, Advocates.

+ O.M.P. (COMM) 208/2020 VEDANTA LIMITED .....Petitioner Through: Mr. Gourab Banerji, Sr. Advocate with Ms. Saman Ahsan, Ms. Srijata Majumdar, Mr. Rahul Sangwan, Mr Rakesh Talukdar, Mr Sundaram, Advocates.

versus THE UNION OF INDIA .....Respondent Through: Mr. Chetan Sharma, ASG with Mr.

Kirtiman Singh, Sr. Advocate, Mr. Suman Jyoti Khaitan, Mr. Vikas Kumar, Mr. Ayush Kapur, Mr. Amit Gupta, Mr. RV Prabhat, Mr. Saurabh Tirpathi, Mr. Shubham Sharma, Mr. Vihaan Kumar, Mr. Maulik Khurana, Mr. Vinay Yadav, Ms. Laavanya Kaushik, GP, Mr. Anil Chawdhary, Advocates Mr. Vivek Kumar Sharma, Director, Ministry of Mines.

CORAM:

HON'BLE MR. JUSTICE SUBRAMONIUM PRASAD

JUDGMENT

1. Since the Award under challenge in both the petitions is common, O.M.P. (COMM) 208/2020 is being taken up as a lead matter. The parties are being referred to in accordance with the Memorandum of Parties in O.M.P. (COMM) 208/2020.

2. The Petitioner has chosen to challenge the Award dated 25.01.2011 passed by the Arbitral Tribunal. It is pertinent to mention that the Arbitral Tribunal consists of three Arbitrators, i.e., Retd. Judges of the Apex Court, i.e., Justice B.P. Jeevan Reddy (Retd.), Justice S.P. Bharucha (Retd.) and Justice V.N. Khare (Retd.). Two of the Arbitrators, i.e., Justice B.P. Jeevan Reddy (Retd.) and Justice V.N. Khare (Retd.), have passed the majority award and the minority award has been given by Justice S.P. Bharucha (Retd.), who has not agreed with the conclusion arrived at by the majority.

3. The history of the case relates back to the Disinvestment policy of the Government of India. The Government of India took a policy decision to disinvest number of Public Sector Undertakings (PSU). One such PSU was Bharat Aluminium Company Limited (hereinafter referred to as 'Balco'). A decision was taken to disinvest Balco and a challenge to the same was made before the Apex Court by way of a Public Interest Litigation in Balco Employee's Union v. Union of India, (2002) 2 SCC 333, wherein the Apex Court rejected the challenge and dismissed the PIL.

4. Pursuant to the disinvestment, a bidding exercise was initiated and Sterlite Industries India Limited was the successful bidder. It is pertinent to mention that Sterlite Industries India Limited (hereinafter referred to as 'Sterlite') changed its name to Vedanta Limited in the year 2015.

5. Two agreements were entered into between Sterlite and Government of India through Balco and the President of India. The agreements were:

a) A Share Purchase Agreement (hereinafter referred to as 'SPA')

under which the Sterlite acquired 51% stake in Balco.

b) Shareholders‟ Agreement (hereinafter referred to as 'SHA')

wherein on the expiry of three years, various options were given to the Government and the Petitioner for transfer of the remaining shares to the BALCO.

6. One of the options in the shareholding Agreement was a Call Option under which after a lock-in period of three years from the execution of the SHA, Sterlite could request the Government of India to sell the remaining 49% shares held by the Government of India at a mutually agreeable price, pursuant to which the Government of India was under an obligation to sell those shares.

7. After the expiry of the three years from the closing date, which was prescribed under