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2. The respondent herein - M/s. Newton Engineering & Chemicals Limited was the original claimant before the Arbitral Tribunal, whereas the appellant - Oil & Natural Gas Corporation Limited ("ONGC") was the original respondent before the Tribunal.

3. The factual background in a nutshell is that the appellant awarded to the respondent a turnkey contract for modernization of the Effluent Treatment Plant (ETP) at its Uran Plant. The respondent submitted its bid on 7 th July 2014, identifying M/s. UEM India Private Limited ("UEM") as its technical collaborator pursuant to a Technical Collaboration Agreement dated 6th May 2014. The respondent's bid was accepted and a Letter of Award dated 11th May 2015 was issued, followed by execution of a contract on 29th March 2016 between the appellant and the respondent ("Contract"). The Contract expressly recorded that it constituted the entire agreement between the parties and provided for milestone-based payments along with furnishing of a performance bank guarantee by the respondent. UEM was not a party to the Contract.

3. AND WHEREAS, M/s. NECL has failed to resolve their dispute with their Technical Collaborator M/s. UEM India Pvt. Ltd. (hereinafter UEM) who are responsible for Basic Design & Engineering, Detail Engineering, Technical Collaboration Assistance / Services, Critical Equipment Supplies and Expert Supervision and which is considered as one of the reasons for the delay.

4. AND WHEREAS, Execution Philosophy, Methodology and constructability document, overall plot plan, equipment layout etc. is a primary pre-requisite for execution of project which has not been frozen till date by NECL despite several reminders from ONGC/EIL.

2. Resolution of Dispute with M/s. UEM:

We again iterate that due to delay in the clarity over the sludge issue, we could not start the project work and due to this we ended up only in extra overheads and cash crunch. We had made a single payment of Rs.22,50,000/- after the Due to this, CARBA-1-2026-Judgment.doc Dixit we could not honour the commercial commitments made to M/s. UEM completely, still we kept on paying them whatever we could and hence there was a commercial dispute between both the agencies. M/s. UEM wished to get their payment for technical collaboration completely without considering the situation. In spite of delay in the project and billing merely anything to ONGC, we have paid more than 80 lakh to M/s. UEM till date and the proof of the same can be given to M/s. ONGC. All the commercial issues have been resolved and we have started submitting documents signed by M/s. UEM to M/s. ONGC for approval. We are still firm on our statement that there is no liability given to the technical collaborator in the contract and M/s. NECL is held responsible for everything as per the contract. The entire responsibility of execution of the job, achieving the process parameters is responsibility of M/s. NECL and we have never denied or step back from our responsibility. However, in spite of this when it comes to execution, M/s. ONGC has always not reviewed the documents submitted by us, not made payments against the order placed by us for the want of signature of M/s. UEM which gave them full strength to dictate their terms and exploit us as they wish.

CARBA-1-2026-Judgment.doc Dixit

163. Now let us see who was responsible for Contract work not progressing. Facts are not in dispute and thus detailed facts need not be set out. Brief facts, which clearly indicate what happened, are sufficient. As set out above the Tender (Exhibit C-174) was issued on 6th December 2013. At that time MPCB Consent dated 23rd January 2013 was in force. Thereafter the Consent to Operate dated 21st October 2014 was issued. Even though Claimant had entered into Technical Collaboration Agreement with UEM and got the Contract because of this Agreement, at the Project Kick-off Meeting dated 1st June 2015 the Claimant introduced M/s. R. P. Engineers (RPE) as their Consultants. Most of the drawings submitted by Claimant were not approved by Respondent on the ground that UEM had not signed them. Claimant relies on fact that UEM is not a party to the Contract and the Contract does not provide for drawings to be signed by UEM. Claimant is right in this respect. The Contract does not provide that UEM should sign all drawings. UEM has no role in the Contract. The Contract only makes Claimant liable and responsible. But the fact that admittedly the Claimant only got the contract because of Technical Collaboration with UEM cannot be lost sight of......"