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(e) The essential dispute now, is between the petitioner, Gujarat Gas and respondent No. 1. Vedanta Ltd. („Vedanta‟), whereby it is Gujarat Gas‟s grievance that upon termination of the Apraava Energy GSC by Vedanta, it was incumbent upon Vedanta to notify Gujarat Gas of such termination so that Gujarat Gas could „step-in‟ into the rights of Apraava Energy and elect to off-take the volume of gas that was being sold to Apraava Energy under the Apraava Energy GSC, which Gujarat Gas alleges Vedanta Ltd. did not do. It is Gujarat Gas‟s contention that as per Article 9 of the MGSC, Gujarat Gas had a Right of First Refusal („RoFR‟) that entitled it to receive the entire volume of gas meant for sale to Apraava Energy under the Apraava Energy GSC if Vedanta‟s contract with Apraava Energy was terminated. The entitlement of Gujarat Gas to receive the entire volume of gas meant for sale to Apraava Energy is referred to in technical jargon as increased „Daily Contract Quantity‟ (DCQ).

24. It is contended that such counter-offer amounted to rejection and negation of the RoFR under Article 9(b). This contention is sought to be supported by two other provisions of the contract. It is argued that Article 9(d) stipulates a two-month timeline for Gujarat Gas to have exercised its RoFR, which Gujarat Gas failed to do; and Article 9(f)(ii) stipulates that if Gujarat Gas elected to increase its DCQ, it would have to be at the price agreed upon under the Gujarat Gas GSC and not under the Apraava energy GSC, which Gujarat Gas did not accept.

32. It is further argued that the arrangement for supply of increased volume of gas for the period from 16.11.2020 onwards was not an ad- hoc arrangement but was in fact sale made under the provisions of Articles 9(b) and 9(d), since Gujarat Gas had duly communicated to Vedanta its intention to exercise its RoFR under the MGSC; and that the proposal requesting supply of the additional volume of gas at the price agreed upon with Apraava Energy, was a mere proposal which was subject to discussion but was not intended to derogate from the RoFR that vested in Gujarat Gas under the MGSC.

(g) For completeness, it may also be noticed that vidé a mutually executed termination agreement dated 16.08.2021, Vedanta formally terminated the Apraava Energy GSC.

(h) Prima-facie on an objective reading of the communications exchanged between Gujarat Gas and Vedanta, the only fair inference that can be drawn, is that Vedanta duly notified Gujarat Gas of its intention to terminate the GSC with Apraava Energy; and invited Gujarat Gas to exercise its RoFR or „step- in‟ option to buy the additional volume of gas, that became spare in the hands of the Vedanta upon termination of the agreement with Apraava Energy. However, Gujarat Gas dithered in accepting and exercising its RoFR, and instead made a counter-offer as regards the price at which it was willing to buy the spare volume of gas; which Vedanta did not accept.