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4. In the application filed for enforcement of the foreign award, the main contention of the first respondent in the counter affidavit is that the award is unenforceable since the respondents are not able to present their case as they are not given an opportunity for an oral hearing before the arbitrator. The award has not yet become binding on the parties as appeal is pending before the Supreme Court of Finland. The enforcement of the award would be contrary to the public http://www.judis.nic.in policy as no sufficient opportunity was given to the respondents to put forth their case before the arbitrator. Due to change of clauses in the various agreements entered into between the petitioner and the respondents, the place and law for arbitration has been changed to India and Courts in Chennai. In nutshell, it is its contention that due to subsequent execution of various agreements, obligation of the parties shall be borne by the laws of India and not in Finland and the Courts at Chennai, India will alone have jurisdiction. It is his further contention that on the date of the hypothication agreement dated 26.08.2009, the loan agreement contained an arbitration clause and in view of the inconsistency between the provisions of the inter creditor agreement, finance documents, security trustee agreement, the provisions of the Inter Creditor Agreement shall prevail. As per the Inter Creditor Agreement the Courts and Tribunals at Chennai in India shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the inter creditor agreement. It is his further contention that the arbitrator has not given sufficient opportunity to present their case. Oral hearing also not been granted. The petitioner has not produced the witness to prove their claim. Hence, the award passed is against the public policy of India. The second respondent executed the guarantee deed indicating that any dispute that may arise http://www.judis.nic.in jurisdiction lies in the Finnish Court. Hence, the arbitration conducted by the sole arbitrator is not according to law. Hence, prayed for dismissal of this petition.

6. The learned Senior Counsel Mr.P.S.Raman appearing for the first respondent submitted that the loan agreement and other agreements are executed between the parties and the subsequent agreements executed in connection with the same loan transaction clearly show that Indian Laws are applicable to the http://www.judis.nic.in arbitration and the Courts in Chennai will have exclusive jurisdiction. It is his contention that the inter creditor agreement executed by the UCO Bank and the assignor of the intervener makes it very clear that only the tribunal at Chennai in India shall have exclusive jurisdiction in connection with the above agreement dated 29.03.2012. Further, the clauses 1, 2, of the same agreement also indicate that in case of any inconsistency between the provisions of the Inter creditor agreement and the financing documents, the security trustee agreement, the provisions in the inter creditor agreement shall prevail. Similarly, the clauses in the security trustee agreement executed between the first respondent and the petitioner and UCO bank, clearly indicate that all the terms and references used in this agreement and which are defined or construed in the facility agreement but are not defined or construed in this agreement shall have the same meaning and construction given to such terms and references by the inter creditor agreement. Hence, it is his contention that since all the parties have entered into such agreement at a later point of time, only the inter creditor agreement will prevail over. Hence, the governing law of India is applicable and the Courts in Chennai shall have exclusive jurisdiction. The deed of hypothication deals with the similar provision. The learned arbitrator has failed to consider the objection as to the http://www.judis.nic.in jurisdiction and the respondent in fact sought time for arguing the preliminary issue and opportunity has not been given by the arbitrator. Having rejected the jurisdiction issue, the Award has been passed within one week and no proper opportunity was given to the respondent. Whereas in the appeal filed as against the award in the District Court, evidence was taken and the personal hearing has not been given as to the jurisdiction. Hence, it is his contention that the parties are denied the principles of natural justice. Personal hearing as to the jurisdiction has not been given. Opportunity to cross examination of the witness has also not been given. If the opportunity was given, before the arbitral tribunal, the nature of the documents executed by the parties would have been produced which would have enlightened the arbitrator to arrive at a right conclusion that Finland Courts have no jurisdiction to entertain the claim. In support of his contentions, he relied on the following judgments :

11. In the light of the above submissions, when the materials are perused, it is not in dispute that the first respondent and the second respondent, as Directors of the companies had executed a loan agreement dated 06.06.2009. Pursuant to the same, there are three amendments made to the loan agreement. The first amendment was made on 07.07.2009. The first amendment stipulates that any dispute under the first amendment shall be settled in accordance with the dispute resolution mechanism under the loan agreement. The second amendment dated 26.08.09 also stipulates the same. The third amendment to the loan agreement dated 15.10.20102 filed in the typeset makes it clear that any dispute shall be settled in accordance with the dispute resolution mechanism under the loan agreement. The second respondent has also signed in the agreement. Clause 2, 11, 10 and 12.1 (m) of the loan agreement, provides that the repayment shall be secured by certain securities including mortgage and hypothication. In furtherance http://www.judis.nic.in to the above clauses, a deed of hypothication came into existence by the first respondent. In the above deed of hypothication, clause 1.3 indicate that if there is any inconsistencies between the provisions of the deed and the loan agreement, provisions of this deed shall prevail. Similarly clause 15.8 indicate that this clause shall not be construed so as to limit the right of the lender to take proceedings in one or more jurisdiction. Above clauses makes it clear that the jurisdiction of the Courts at Chennai is non exclusive.

12. It is to be noted that the jurisdiction clause mentioned in hypothecation agreement relate mainly to the security credited by way of hypothication. This hypothication deed itself was a result of the main agreement, i.e., the loan agreement. A reading of the entire hypothication agreement indicate that it does not supersede the loan agreement. This agreement itself has been executed in furtherance of the loan agreement. Therefore, the obligations arising out of the contract, viz., loan agreement continue to remain binding and enforceable. Similarly, on 27.08.2009, a guarantee deed was executed by the second respondent. The guarantee deed also show that the guarantee deed has to be considered according to the laws in Finland and for any disputes has to go before http://www.judis.nic.in the Finland Courts. The person signed on behalf of the second respondent has also signed the guarantee deed and loan agreement deeds and amendments.