Madras High Court
M/S.Kamarajar Port Limited vs Ms/.Chettinad International Coal ... on 28 July, 2020
Author: M.Sundar
Bench: M.Sundar
IN THE HIGH COURT OF JUDICATURE AT MADRAS
Dated:28.07.2020
CORAM
THE HON'BLE MR.JUSTICE M.SUNDAR
O.P No.47 of 2020
M/s.Kamarajar Port Limited,
2nd Floor, (North Wing), 3rd Floor,
Jawahar Building, 17, Rajaji Salai,
Chennai 600 001. ... Petitioner
Vs.
Ms/.Chettinad International Coal Terminal Pvt Ltd.,
Represented by its authorised signatory,
603 Anna Salai, Chennai 600 006. ... Respondent
Original Petition filed under Section 34 of Arbitration and
Conciliation Act, 1996 praying to set aside the directions (i), (iv) and (v)
and the corresponding impugned portions of the Arbitral Award dated
26.08.2019, passed by the Arbitral Tribunal consisting of Hon'ble
Mr.Justice J.Kanakaraj (Retd.), Hon'ble Mr.Justice K.P.Sivasubramaniam
(Retd.) and Hon'ble Mr.Justice S.Rajeswaran (Retd.), under sections
34(2)(b) & (2-A) of the Arbitration and Conciliation Act, 1996, by
allowing the present original petition.
For Petitioner : Mr.Krishna Ravindran
For Respondent : Mr.Anirudh Krishnan
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ORDER
Instant 'Original Petition' ('OP' for the sake of brevity) is an
application under Section 34 of 'The Arbitration and Conciliation Act,
1996 (Act 26 of 1996)', which shall hereinafter be referred to as 'A and C
Act' for the sake of convenience and clarity.
2. An 'arbitral award dated 26.08.2019' (hereinafter 'impugned
award' for the sake of convenience and clarity) made by a three member
'Arbitral Tribunal' ('AT' for the sake of brevity) constituted by three
former Hon'ble Judges of this Court has been called in question in instant
OP by respondent before the AT. The claimant before the AT has been
arrayed as the sole respondent.
3.From the case file placed before me, it is seen that instant OP
was presented in this Court on 25.11.2019. This is mentioned to
highlight that instant OP is post 23.10.2015 amendment to A and C Act.
4.As has been repeatedly held by this Court, an application under
Section 34 of A and C Act is neither an appeal nor a revision and it is not
even a full-fledged judicial review. It is a very limited challenge to an
arbitral award and that limited challenge is confined to 8 different
grounds, which have been adumbrated in sub-section (2) of Section 34 as
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interpreted and as per principles laid down by Hon'ble Supreme Court in
this regard. These 8 grounds have been described as pigeon holes by this
Court. An application under Section 34 being a summary proceedings,
short facts, shorn of particulars which are not necessary for appreciating
this order, will suffice. To be noted, that testing an arbitral award under
Section 34 of A and C Act is a summary procedure is principle has been
declared by Hon'ble Supreme Court in Fiza Developers case [Fiza
Developers and Inter-Trade Private Limited Vs. AMCI (India) Private
Limited reported in (2009) 17 SCC 796] reiterated in Emkay Global
case being Emkay Global Financial Services Ltd. v. Girdhar Sondhi
reported in (2018) 9 SCC 49 as a step in the right direction and further
reiterated very recently in Canara Nidhi Limited case [M/S. Canara
Nidhi Limited vs M. Shashikala reported in 2019 SCC Online SC 1244].
5.Short facts shorn of particulars not necessary for appreciating
this order or in other words, factual matrix in a nutshell, which is
necessary and which contains facts imperative for appreciating this order
are as follows:
a) Fulcrum of this lis is a licence agreement dated
14.09.2006 between the parties. To be noted, from hereon,
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claimant before the AT, who is sole respondent before me,
shall be referred to as 'SPV' for the sake of convenience and
clarity as it is a special purpose vehicle constituted vide a
memorandum made by three other companies which formed a
consortium and made a bid qua tender floated by Kamarajar
Port Limited (earlier Ennore Port), which shall hereinafter be
referred to as 'Port'. In other words, while the claimant
company (sole respondent before me) shall be referred to as
'SPV', respondent before AT (lone petitioner before me) shall
be referred to as 'Port';
b) The aforementioend license agreement dated
14.09.2006 shall be referred to as 'said agreement' and the same
is the nucleus of this lis.
c) Said agreement is for designing, engineering,
financing, constructing, operating, maintaining and thereafter
transfering a common user coal terminal i.e., BOT basis. To be
noted, BOT denotes Build Operate Transfer.
d) The life of said agreement is 30 years and there is no
disputation on this.
e) While the said agreement was operating post
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completion of construction phase (construction phase ended in
September 2010), a tempest set in, which has caused this wave
litigation i.e., case on hand.
f) This litigation essentially centres around claim of Port
qua revenue share in Consultancy income, Wind Mill income
and Tipper income, besides lease rental. In other words, it
essentially centres around revenue sharing qua Consultancy
income, Wind Mill income, Tipper income, and lease rental;
g) Suffice to say that the arbitration agreement between
SPV and Port is in the form of a covenant in said agreement
and that covenant is clause 24. To be noted, arbitration
agreement is arbitration agreement within the meaning of
Section 2(1)(b) read with Section 7 of A and C Act. In other
words, there is no disputation or disagreement about the
existence of arbitration agreement between SPV and Port,
which is in the form of covenant in the said agreement i.e.,
Clause 24.
h) Owing to the waves of disagreement, which constitute
this lis, the arbitration agreement was triggered, AT was
constituted, AT entered upon reference and after full contest,
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AT rendered the impugned award.
i) SPV, as claimant, made claims under five heads,
besides interest /future interest and costs. Out of the 5 heads,
claim under two heads were allowed fully and claim under
three heads were partly allowed. To be noted, one of the claims
which was wholly allowed is by a 2:1 majority in the AT.
j) With regard to one of the heads of claim pertaining to
Revenue share on Wind Mill income, there is no contest before
me.
k) Assailing the impugned award instant OP has been
filed.
6.With consent of Mr.Krishna Ravindran, learned counsel for Port
and Mr.Anirudh Krishnan, learned counsel for SPV, who is on caveat,
main OP was heard out.
7.Learned counsel for Port submitted with specificity that
impugned award is assailed on one of the eight slots available under
Section 34(2) and that one slot is, the impugned award is in conflict with
public policy of India. Furthering his submissions in this direction,
learned counsel for Port submitted that challenge to impugned award is
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posited on 34(2)(b)(ii) read with Clause (ii) of Explanation 1 thereat. In
other words, challenge to impugned award is on the ground that it is in
conflict with public policy of India owing to it being in contravention of
fundamental policy of Indian Law.
8.Before proceeding further, it is necessary to set out the five
heads of claim and the conclusion arrived at vide the impugned award.
For this purpose, I deem it appropriate to usefully replicate a portion of a
chart in the impugned award and the same is as follows:
S.No. Claims Amount (in INR)
A. Restrain the Respondent from -
demanding Revenue Share with
respect to Consultancy Income
B. Speedy Evacuation Charges Direct the Respondent
to refund
Rs.5,37,33,414 with
15% p.a. from date of
tender to date of
realization
C. Restrain the Respondent from -
demanding Revenue Share with
respect to Windmill Income
D. Restrain the Respondent from -
demanding Revenue Share with
respect to Tipper Income
E. Lease Rental Direct the Respondent
to refund
Rs.29,01,06,797.09/-
with 15% p.a. from the
date of tender to date
of realization
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9. Serial No.A was allowed by 2:1 majority. Serial No.B was
rejected unanimously and there is no contest before me. Serial No.C was
allowed unanimously, but there is no contest before me in this OP on
that is the say of learned counsel for Port. Serial No.D was also partly
allowed but the same is in contest before me. Serial No.E was partly
allowed and that is also contested.
10.Advancing arguments on conflict with public policy and
contravention of fundamental policy of Indian law, learned counsel for
Port invited my attention to paragraphs 29 to 31 of the impugned award
and submitted that AT has applied a different formula which is
completely different from the one contemplated under said agreement
and therefore this is clearly a ground for setting aside the award. Besides
this, learned counsel for Port also drew my attention to paragraph 39 of
the impugned award and submitted that AT holding that there cannot be
increased lease amount of more than 5% over the previous year is
incorrect and AT erred in taking this view on the teeth of said agreement.
Learned counsel also drew my attention to the dissenting award made by
one of the Hon'ble Arbitrators on one of the five heads of claim namely
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claim (A) i.e., revenue share with respect to consultancy income.
Drawing my attention to the dissenting award, learned counsel for Port
submitted that the dissenting award has interpreted clause 14(V)(g) of
said contract correctly as the income has been earned by SPV and is
relatable to the project.
11.Counsel for SPV, who was on caveat, submitted that documents
were marked by both sides and therefore there are exhibits on both sides.
To be noted, there is no disputation or disagreement about this. It was
also submitted that oral evidence was let-in by SPV and two witnesses
were examined. There is no disagreement about this aspect of the matter
also. It was submitted by learned counsel for SPV that the interpretation
is based on appreciation of oral and documentary evidence and counsel
for Port should be able to demonstrate that the majority view is
completely implausible to succeed in his campaign against the impugned
award.
12.In the aforesaid backdrop, I now proceed to consider the rival
submissions, discuss the same and give my dispositive reasoning to
arrive at a conclusion. As already alluded to supra, learned counsel for
Port drew my attention to paragraphs 29 to 31 and paragraph 39 of the
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impugned award and the same read as under:
“29.We will now refer to the statement of defence in
relation to consultancy income. The first point relied on is that
the consultancy income has been shown in the books of accounts
of the Respondent. This in itself would not be sufficient to prove
that the consultancy income would come within the definition of
gross revenue. The second point is coal handling system at the
port is 'similar' to that of the work orders issued by India
Cements Ltd. This has been found to be incorrect by the evidence
above referred to. The third point is that the Claimant can invest
only the surplus funds in non operational activities like investing
in share market, FD in banks etc. Says the Respondent, that
clause 2(10)(h) of the Licence Agreement prohibits such activities
by the Claimant. Clause 2(10) bears the heading 'representations
and warranties'. Clause (h) says as follows:- 'It is not engaged in
any business other than the business of operating and managing
ports and other ancillary activities;' It is further contended by the
Respondent that the Claimant is extending the service to ICL only
through the knowledge gained from the project of the Respondent,
which will clearly come under the gross revenue.
30.Learned counsel for the Claimant says that one has to
keep in mind the opening sentence in clause 2(10). It reads:-
'The Licensee hereby represents and warrants to the Licensor that
as of the date hereof.' The underlined portion is referred to and
the licensee warrants only on the date of the agreement that they
are not engaged in any business other than the business of
operating and managing Ports and other ancillary activities. In
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other words, after the project commences there is no bar for
undertaking such businesses. The last argument is based on
clause 15.2.10 which according to the Respondent prohibits
transfer of technology and know-how to any person other than the
Respondent. This again is fallacious because reference to clause
15.2.10 of the license agreement shows that at the end of the lease
period the Claimant is supposed to transfer the knowledge and
know-how of the operation in the Port to the Respondent. It does
not prohibit the transfer of such technology to other persons.
Further we have already seen that the coal handling system at the
Respondent's Port is far different from the work orders issued by
India Cements Ltd.
31.What remains therefore is the one and only conclusion
that the consultancy income from India Cements Ltd. Is outside
the scope of the project and project facilities and cannot be
equated to gross revenue mentioned in clause 14(V).
Consequently the prayer sought for in para 1 of para 101(V) of
the statement of claim has to be granted in favour of the
Claimant. Issue No.1 is answered accordingly. Further, the
contention of the Respondent that the Claimant had gained know-
how from and out of the present property of the Respondent is
also to be rejected. This present tender was floated by the
Respondent, calling for the pre-expertise holders to participate in
builds-operate-transfer of the common user coal handling facility.
But for their know-how and expertise in the field, the Claimant
would not have been selected by the Respondent as a successful
bidder. Hence this contention of the Respondent would not hold
water, as the Claimant had already possessed the knowledge and
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technical know-how.
39.In the above state of confusion, we direct that the
following will be the correct method of calculation of lease
rentals. From the year 2009, the lease rentals were charged at
the rate of Rs.30/- per sq.mtr. From the said year it is open to the
parties to revise the lease rentals every five years but the increase
cannot be more than 5% over the previous year. If so revised in
the year 2019 the parties will arrive at a particular figure. As
already stated the increase cannot be more than 5% over the
previous year. The rate so arrived for the year 2019 will be the
correct lease rental which we approve as Legal and binding on
the parties. As already stated it is open to the parties to opt for
any other amount as may be agreed upon between them either
based on the said sub-committee report or other wise. Therefore
instead of prayer 5 under para 101(V), we give the following
direction. Any lease amount paid by the Claimant over and above
the rate fixed as above or the rate admitted between the parties as
per the decision of the sub-committee, shall be refundable to the
claimant on the date of the award, but it will be adjusted in future
payment of lease rentals.”
13.As I have extracted the portions of the impugned award to
which my attention was drawn, I deem it appropriate to extract relevant
portions of the dissenting award also viz., paragraphs V, IX and X, and
the same read as follows:
'V. How the Claimant themselves have understood their
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contract with and income from ICL is the fact that the income
from ICL is shown in the accounts of the Claimant company. It
will be blowing hot and cold to say that the said income cannot
fall under gross revenue under Clause 14(v)(g) which is an all
inclusive clause which would encompass all income other than
investing the surplus funds. The exclusion has to be strictly
interpreted and therefore what is not specifically excluded must
be included/ treated as gross revenue.
IX. It is true that the MoA of the Claimant company
enables the Claimant to offer services to any other entity. But
that is only an enabling clause and as long as the facts disclose
that the services rendered by Claimant to the ICL were
interconnected with the project and its facilities, the said income
would be included under clause 14(v)(g).
X. The Consortium consists of only (i) South India
Corporation, (ii) Portia Management Services Ltd. And (iii)
Nava Yuga Engineering Ltd. If consultancy services rendered to
ICL is referable only to the group companies of the Claimant, it
cannot be perceived as to how the other two companies forming
the consortium (Portia and Nava Yuga) will have any right to
share the income of the Claimant company. The fact remains
that the income is shown as that of the consortium over which
the group companies of the Claimant cannot have any claim.'
14. I have carefully considered paragraphs 29 to 31. A careful
perusal of these paragraphs reveal that they turn on interpretation of
clauses 2.10(h), 14(V) of said agreement. As this portion of the
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impugned award, deals with interpretation of clauses in said agreement, I
carefully read through the relevant clauses also which read as follows:
2.10(h):
'2.10.Representations and warranties
The Licensee hereby represents and warrants to the
Licensor that as of the date hereof:
....
h) it is not engaged in any business other than the business
of operating and managing ports and other ancillary
activities'
14(V):
14.Payments to the Licensor
V.The Gross Revenue accrued shall be calculated as
provided for in Section 13 VIII and IX and shall be
aggregate of the following revenues whether or not such
revenues are actually realized from consignees/agents/
customers:
a) all the gross revenues according to the License for the
services rendered and facilities provided by the License
including revenues accruing from berth hire charges for
the berth built by the Licensee.
b) all the gross revenues accruing to the Licensee from
handling, whargage, stevedoring, storage and movement of
cargo including transhipment.
c)all the gross revenues accruing to the Licensee from
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shifting of cargo within the Terminal for inspection,
processing, storage or loading/unloading.
d)all the gross revenues and income from storage charges
and demurrage/ detention chages.
e)all the gross revenues and income from miscellaneous
services offered and facilities provided within the Terminal
f) all other gross revenues and income from charges not
specified above, if any, for handling, storage and
movement of cargo within the Terminal
g) any other gross revenues and income earned by the
Licensee not specified above and directly attributable to
the Project and Project Facilities, provided that any
income earned from investing surplus funds and from
investments not directly related to the Project would be
excluded from the computation of accrued revenue.'
15.A careful perusal of the aforementioned clauses and
interpretation of the same as articulated by AT in paragraphs 29 to 31
leaves me with the considered view that the interpretation is not
implausible or in other words, not a view which no reasonable person
would take. It is certainly not just a plausible but a possible view. More
importantly, it leaves me with the considered view that no new formula
has been set out or no new formula has been adopted, but it is only a
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question of interpretation of clauses of said agreement.
16.This takes us to paragraph 39 which has already been extracted
and reproduced supra. The articulation of AT therein that increase of
lease rental cannot be more than 5% over the previous year, is based on a
letter dated 03.10.2015, which according to the AT, is contrary to the
clauses of the license agreement. This is articulated in paragraph 37 of
impugned award (infra) and the relevant portion of paragraph 37 of
impugned award reads as follows:
'37. ..... By letter dt. 30.10.2015 the Respondent again
increased the lease rentals from Rs.87/- to Rs.132. This is
contrary to the license agreement because it contemplates
only an increase at the maximum rate of 5% p.a. on the
previous year's rate.'
17.Therefore this again turns on interpretation of said agreement.
There is nothing to demonstrate that this interpretation is perverse. It is
necessary for a protagonist qua Section 34 of A and C Act to
demonstrate that the interpretation is perverse if he were to succeed in
dislodging an impugned award. As perversity is the sheet anchor plank
on which challenge to impugned award is predicated and posited in
instant case, it would be appropriate to look at what is perversity and
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what would be a good working test for perversity. Hon'ble Supreme
Court has held that a good working test for perversity is contained in two
judgments namely, H.B.Gandhi v. M/s. Gopinath and Sons reported in
1999 (Suppl)2 SCC 312 and Kuldeep Singh V. Commissioner of Police
and Others reported in (1999) 2 SCC Page 10. This was articulated by
Hon'ble Supreme Court while dealing with three juristic principle qua
public policy. The three juristic principles qua public policy as culled
out by Hon'ble Supreme Court are:
(a) judicial approach;
(b) Natural Justice Principles (NJP); and
(c) Irrationality /perversity.
18.Hon'ble Supreme Court has also laid down tests for these three
facets /distinct juristic principles qua public policy and the tests are:
a) Fidelity of judicial approach;
b) audi alteram partem; and
c) Wednesbery principle of reasonableness
19.In the instant case, we are not concerned with juristic principles
1 and 2. We are concerned only with juristic principle No.3 to test
whether the interpretation is perverse. It is for this purpose that I have
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referred to Gopi Nath case [H.B.Gandhi, Excise and Taxation Officer-
cum-Assessing Authority Vs. Gopi Nath & Sons reported in 1992 Supp
(2) SCC 312] and Kuldeep Singh case [Kuldeep Singh Vs.
Commissioner of Police reported in (1999) 2 SCC 10], which were
reiterated by Hon'ble Supreme Court in Associate Builders case, being
Associate Builders Vs. Delhi Development Authority reported in (2015)
3 SCC 49, which arose under Section 34 of A and C Act. Relevant
Paragraph in Gopi Nath case is Paragraph 7 and relevant paragraph in
Kuldeep Singh case is Paragraph 10 and the same read as follows:
“Paragraph 7 in Gopinath's case:
7. ...................It is, no doubt, true that if a finding of fact
is arrived at by ignoring or excluding relevant material or by
taking into consideration irrelevant material or if the finding so
outrageously defies logic as to suffer from the vice of
irrationality incurring the blame of being perverse, then, the
finding is rendered infirm in law."
Paragraph 10 in Kuldeep Singh case:
"10. A broad distinction has, therefore, to be maintained
between the decisions which are perverse and those which are
not. If a decision is arrived at on no evidence or evidence which
is thoroughly unreliable and no reasonable person would act
upon it, the order would be perverse. But if there is some
evidence on record which is acceptable and which could be
relied upon, howsoever compendious it may be, the conclusions
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would not be treated as perverse and the findings would not be
interfered with."
20.This takes us to the minority dissenting view made by one
Hon'ble Arbitrator. Learned counsel for Port, drawing inspiration from
Ssangyong case [Ssangyong Engineering and Construction Company
Limited Vs. National Highways Authority of India reported in (2019)
15 SCC 131] canvassed that the minority view has to be upheld.
21.I have already extracted and reproduced relevant portions of the
minority award. A careful perusal of the relevant portion of the minority
award and interpretation of Hon'ble Judge qua clauses 14(V)(g) of said
contract, leaves me with the considered view that it is also certainly not
an implausible view and that it is highly a possible view. Clause 14(V)(g)
has already been extracted and reproduced supra.
22.Clause 14(VIII) read with clauses 2 and 3 of Appendix 8
captioned 'Lease Agreement' read as follows:
'14(VIII). Upon the achievement of Financial Close,
Parties shall execute the Lease Agreement. Land lease rentals,
security deposit and lease premium for the Licensed Premises
given to the Licensee for undertaking the Project shall be payable
by the Licensee at the rate and schedule specified in the Lease
Agreement in Appendix 8 and calculated from the date of the
Lease Agreement. The land lease rentals shall be payable at
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monthly intervals in advance for the following month on the 5th of
every month.'
Appendix 8: Lease Agreement
2.Base Lease Rate
The Base Lease Rate shall be Rs.30/- per square meter or part
thereof per calendar year or part thereof and shall be valid for a
period of 5 (five) years.
The Base Lease Rate shall be revised at the end of 5 years for the
following five year period, based on commercial principles as
adopted by the Lessor.
3.Revision of Rent
The Lease rent shall be computed as a product of the Lease rate
as described in this section and the total land area leased as per
this Lease Agreement.
The Lease rate for the first year shall be equal to the Base Lease
Rate. The Lease rate for the year immediately following revision
of the Base Lease Rate, shall be equal to such revised Base Lease
Rate. The Lease rate for all interim years between the years of
revision of Base Lease Rate shall be calculated based on a 5%
increase on the previous years rate and shall be computed as:
Lease rate for following year = Lease rate for previous year x
1.05.'
23.To be noted, clause 14(V) has already been extracted in its
entirety that contains sub-clause (g) also. Of the two views, left to this
Court, I would go with the minority view, though it was canvassed by
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learned counsel for SPV that for Clause 14(V)(g) to operate two
conditions have to be satisfied and those two conditions are (a) income
should be earned by SPV and (b) it should be relatable to the project and
the conclusion arrived at i.e., the conclusion by the majority that it did
not relate to the project was arrived at based on oral and documentary
evidence. The oral and documentary evidence and sifting through the
same may not be necessary, as if I were to substitute the minority view
and hold that the same is acceptable to me, that would tantamount to
substituting my view to the majority view of AT. As already delineated
supra, learned counsel for Port submitted that his plea to sustain minority
view is predicated on Ssangyong case, but it is a case where the majority
view was held to be implausible view by Hon'ble Supreme Court. In the
case on hand, this Court is unable to convince itself that the majority
view is an implausible view. The reason is , there is no disputation or
disagreement that documentary and oral evidence was before AT, it
comes to light that though not articulated with specificity in the
impugned award by necessary inference, all these interpretations of the
clauses of said agreement are based on the documentary and oral
evidence which was before the AT. Therefore, in this view of the matter,
I deem it appropriate to not to dilate further and articulate my views in
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support of the minority view taken by Hon'ble Judge.
24.For all the reasons alluded to supra, I find that there is no scope
for interfering with the impugned award in the Section 34 application,
which is before me.
25.Before parting with this matter, it is made clear that I have
reminded myself that Section 34 of A and C Act is a delicate balance
between finality of an arbitral award (ingrained in Section 35 of A and C
Act) or in other words the sanctity attached to finality of arbitral award in
'Alternate Dispute Resolution' ('ADR') mechanism and the sacrosanct
philosophy attached to judicial review. As already delineated supra, an
application under Section 34 being a summary procedure, it may not be
necessary to enter upon the arena of re-evaluating/re-appreciating
evidence which was before the AT, which in any case is forbidden as far
as patent illegality plea is concerned vide one limb of proviso to sub-
section (2A) of Section 34.
26.Owing to the narrative supra, more particularly owing to the
discussion and dispositive reasoning it follows as an inevitable sequitur
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that the OP fails and the same is dismissed. There shall be no order as to
costs.
28.07.2020
Speaking Order: Yes/No
Index: Yes/No
gpa/sgl
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M.SUNDAR, J.
gpa/sgl O.P.No.47 of 2020 28.07.2020 http://www.judis.nic.in 24/24