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21. On the other hand Mr.Tulzapurkar, learned Senior Counsel for the respondents at the outset submits that this petition under Section 9 of the Act totally lacks foundation as no arbitration agreement exists between the parties. This for the reason that by the very clauses of the Term Sheet it has not become binding on the parties. To support this contention, Mr.Tulzapurkar has referred to the title of the Term Sheet which recites that the Term Sheet is a "preliminary and non binding Term sheet". It is thus submitted that there is no binding contract between the parties. It is further submitted that the conditions as contained in the term sheet and more particularly in clauses B(3) and B(4) are not fulfilled and thus no contract has come into existence. It is submitted that the binding effect itself has not come into existence. It is submitted that the term sheet is nothing but an agreement to enter into an agreement. It is submitted that pvr 17 carbpl362-19.doc the conditions which were contingent, were required to be fulfilled and only on occurrence of such events the term sheet was to become binding. This is how the term sheet was understood between the parties and accepted, not to have any binding effect.

26. As seen from the foregoing paragraphs the principal controversy between the parties is on the term sheet and as to whether the term sheet can be prima facie regarded as a binding and conclusive contract between the parties. To further the discussion relevant clauses of the Term Sheet are required to be noted, which read thus:-

"TERM SHEET This Term Sheet dated and effective as of October ______2015 ("Term Sheet"

sets out the indicative terms of understanding amongst the various parties named herein with respect to a proposed investment/acquisition by Big Magic Limited in the SPV (as defined hereafter) of Next Radio Limited ("Proposed Transaction"). This preliminary and non-binding Term Sheet intends to form the basis for definitive documents to be executed amongst the parties pvr 21 carbpl362-19.doc named hereinafter in relation to the consummation of the contemplated transaction ("Definitive Documents").

8. -----

9. -----

(emphasis supplied)

27. Having noted the relevant contents of the term sheet what can be clearly seen is that in the title of the Term sheet itself the parties have agreed that the clauses in the term sheet are the "indicative terms of understanding amongst the various parties.... ..." with respect to a "proposed investment/acquisition by the petitioner in the SPV" The transaction itself is referred as proposed transaction. Further and most significantly the parties declared this term sheet as "preliminary and non binding term sheet" under which the parties intended to form the basis for definitive documents to be executed amongst the parties.

36. If on the above background the respondent no.1 addressed a letter dated the 5th March 2019 informing that the non binding term sheet be terminated, in my opinion, there was nothing wrong so as to infer that respondent no.1 wanted to wriggle out of any binding contractual obligations under the term sheet, more particularly when the term sheet itself had not become binding in the manner as agreed between the parties.