GETAMBER ANAND & ANR Vs. ANIL KUMAR SAHA

JUDGEMENT

(1.) The petitioners have filed the present petition under Section 34 of the Arbitration and Conciliation Act, 1996 (hereafter "the Act") impugning the arbitral award dated 04.03.2017 (hereafter "the impugned award") delivered by the Arbitral Tribunal constituted by a Sole Arbitrator, Dr. Justice Mukandkam Sharma, former Judge of the Supreme Court of India in the matter numbered as Arbitration Case No. 9/2012 and captioned as "Sh Anil Saha v. Ashwani Talwar and Anr".

(2.) The impugned award was rendered in the context of disputes that had arisen between the parties in connection with a Memorandum of Understanding dated 03.03.2008 (hereafter "the MOU"). It is contended on behalf of the petitioners that the MOU only obliged the petitioners to make their best efforts for providing an exit to the respondent from M/s ATS Promoters and Developers Private Limited (hereafter "the company") and, therefore, the impugned award directing them to pay the awarded sum to the respondent is contrary to the MOU. The petitioners further contend that the transactions contemplated under the MOU are in violation of Section 297 of the Companies Act, 1956 and, thus, was void.

(3.) By the impugned award, the Arbitral Tribunal has directed the petitioners to pay, jointly and severally, a sum of Rs. 110 crores along with interest at the rate of 12% per annum from 31.05.2008 till the date of the award. The Arbitral Tribunal has also awarded interest at the rate of 12% per annum from the date of the award till the date of the payment and in the event the payment is not made within a period of 120 days from the date of the award, the petitioners are also liable to pay interest at the rate of 15% per annum from 121st day till the date of receipt of the outstanding amount. In addition, the petitioners are also directed (i) to procure, jointly and severally, the ownership, title and possession of a Penthouse measuring 5650 sq. feet covered area along with lower floor terrace of 1894.85 sq. feet and above floor terrace of 5361.54 sq. feet and a swimming pool situated in ATS Project titled "Paradiso" located in Greater Noida; (ii) to procure a Row House built on 450 sq. meter plot having a covered area of 7355 sq. feet located in the same project; (iii) to jointly and severally pay an amount of Rs. 16,46,00,000/- to the company along with interest at the rate of 12% per annum from the date of filing of the counter claims by the said company (in Arbitration Case No. 10/2012 captioned "Shri Anil Kumar Saha v. ATS Infrastructure Ltd. & Anr."); and (iv) Rs. 5 lakhs as cost. The Arbitral Tribunal has also directed the respondent to transfer all its shareholdings in favour of the petitioners as agreed in terms of Schedule 3 of the MOU at face/par value.