FAO(OS)(COMM)153/2024 Page 1 of 22

$~

* IN THE HIGH COURT OF DELHI AT NEW DELHI

% Judgment reserved on: 04.02.2026

Judgment pronounced on: 10.03.2026

Judgment uploaded on: 10.03.2026

+ FAO(OS)(COMM) 153/2024

M/S SYNERGY CONSULTANTS .....Appellant

Through: Mr. Sandeep Bisht, Mr. Sahil

Nindawat & Mr Prarabdh

Tiwari, Advs.

versus

M/S T.D. WILLIAMSON INDIA PVT. LTD. .....Respondent

Through: Ms. Fereshte D Sethna, Mr.

Mohit Tiwari & Mr. Devansh

Jain, Advs.

CORAM:

HON'BLE MR. JUSTICE ANIL KSHETARPAL

HON'BLE MR. JUSTICE AMIT MAHAJAN

J U D G M E N T

ANIL KSHETARPAL , J.:

1. Through the present Appeal, the Appellant assails the

correctness of order dated 23.04.2024 [hereinafter referred to as

„Impugned Order‟] passed by the learned Single Judge of this Court in

OMP (COMM) 451/2019 whereby the objections preferred by the

Appellant under Section 34 of the Arbitration and Conciliation Act,

1996 [hereinafter referred to as „the Act‟] were dismissed and the

arbitral award dated 11.05.2019 was upheld.

2. The issue which arises for consideration in the present Appeal

is whether the learned Single Judge, while exercising jurisdiction

under Section 34 of the Act, committed any error warranting

interference under Section 37 of the Act in declining to set aside the

arbitral award dated 11.05.2019, particularly insofar as the learned

FAO(OS)(COMM)153/2024 Page 2 of 22

Sole Arbitrator rejected the Appellant‟s claim for commission in

respect of the ONGC Hazira 42 HTPCS (Hot Tapping Project) and

declined the claim for pre-suit interest.

FACTUAL MATRIX :

3. In order to appreciate the controversy involved in the present

Appeal, the relevant facts, shorn of unnecessary details, are required

to be noticed.

4. The Appellant is a proprietorship firm engaged in providing

consultancy services in the petroleum, gas and oil sector. Shri Anand

Mallick is stated to be its proprietor. The Appellant claims to be

engaged in liaisoning, business development, facilitating meetings,

assisting in drafting specifications for pre-tender meetings, follow-up

of tenders and rendering assistance in developing business relations

with public sector undertakings.

5. The Respondent is a company incorporated under the

Companies Act, 1956, and is stated to be a subsidiary of M/s TD

Williamson Inc., Tulsa, Oklahoma, USA. The dispute between the

parties arises out of a “Representative Agreement” dated 01.07.2012

executed between the Appellant and the Respondent.

6. In terms of the aforesaid Agreement dated 01.07.2012, the

Appellant was appointed as a Commission Representative of the

Respondent for the Market Area specified in Schedule I thereto.

Schedule I defined the geographic area as “India” and the industry as

“Oil & Gas Transmission and Distribution”, limited to customers

FAO(OS)(COMM)153/2024 Page 3 of 22

specified therein, including Oil and Natural Gas Corporation Limited

[„ONGC‟] and public sector refining units. The Schedule I to the

Agreement reads as under:

“1. Market Area: The market area covered by this agreement is that

indicated by the box filled with specifics or limitation on filled in

lines:

X. Geographic-India

X. Industry(ies)-Oil & Gas Transmission and (Limited to Customers

Listed Below)

X. Customer(s)-ONGC, Oil & Natural Gas Corporation LTD. and

Public Sector Refining Units

2. This Agreement is Exclusive or Nonexclusive as indicated by the

box filled in (thus X)

X. This Agreement is Nonexclusive to Representative for the market

area:

TDW retains the right to quote, sell and invoice Products and Services

to any customers within the Market Area, either directly or through

their other representative without participation by or payment of a

Commission to Representative. TDW shall advise Representative in

writing before exercising this right.

For orders involving TDW or other organizations having TDW's

authorization to sell Products and services, Representative is not

subject to commission component credits or debits in accordance with

Schedule III except on an individual order as agreed in writing

between the parties prior to receipt of the order by TDW.

This agreement is Exclusive to Representative for the market area for

products and services listed in Schedule III.

TDW retains the right to quote, sell and invoice Products and Services

to any customers within the Market Area, without participation by

representative. TDW shall advise representative in writing before

exercising this right and only when the sale order value is over $500

USD shall pay representative a commission for these sales in

accordance with Schedule III.

For a sale of products and services valued for $500 USD, when more

than one organization having TDW's authorization to sell products

and services is involved in such a transaction, it shall be within

TDW's discretion to make a division of commission in accordance

with Schedule III.

Exclusively applies to all Products and Services listed in Schedule II,

except which are NONEXCLUSIVE”

7. Section I of the Agreement provided for appointment of the

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Appellant as a TDW Commission Representative for the specified

Market Area, which is reproduced as under:

“SECTION I- APPOINTMENT

1.1 Representative had meeting with the TDW management and

the TDWIL has agreed that the Representative shall be appointed as

its authorised representative on 1

st

July 2012.

1.2 TDW hereby appoints the Representative to be a TDW

commission representative for the market specified in Schedule I

hereto (hereinafter referred to as the “Market Area”), under the terms

and conditions set forth herein, with respect to the fulfilment of the

activities specified herein, including those set forth in Schedule II

hereto and the sale of products and services as set forth on Schedule

III hereto (hereinafter referred to individually and collectively as

'Products and Services').

1.3 Representative is hereby granted the right to indicate its

status as “Authorized Representative of TDW” within the Market

Area in a manner which is in accordance with Section I.

1.4 In consideration of Representative fulfilling its obligations

and responsibilities under and in accordance with this Agreement, the

Representative shall receive a commission, based on the amounts

received by TDW from sales of Products and Services which is subject

to and paid in accordance with the terms of this Agreement, including

Schedules I and III hereto.”

8. Section IV of the Agreement, titled “Prices, Commissions &

Expenses”, inter alia provided that the Respondent may contract with

and invoice customers directly within the Market Area for sales of

products and services and would pay the representative a commission

based on the amounts received from such sales in accordance with

Schedule I and Schedule III. Relevant clauses of Section IV thereof

read as under:

“SECTION IV - PRICES, COMMISSIONS & EXPENSES

4.3 TDW may contract with and invoice customers directly within the

market area for sales of products & services & will pay representative a

commission (herein after referred to as 'Commission') based on the

amount received from those sales in accordance with Schedule I & III

FAO(OS)(COMM)153/2024 Page 5 of 22

4.5 Any commission, due under this agreement shall be paid within 30

days following the month in which claimant has received from the

customer.”

The commission payable to the Appellant was in terms of Schedule III

(Representative Commission) read with Section IV (Prices,

Commissions & Expenses), which provided for commission primarily

at the rate of 6% in respect of tender-based sales and 8% in respect of

nomination-based sales.

9. The Agreement was stated to be non-exclusive. Schedule I

further provided that the Respondent retained the right to quote, sell

and invoice products and services to any customer within the Market

Area either directly or through other representatives without

participation by or payment of commission to the Appellant, subject to

advising the Appellant in writing before exercising such right.

10. Schedule II to the Agreement, titled “Services of

Representative”, set out the routine services to be rendered by the

Appellant, including developing relations at all levels with customers

listed in the Market Area, assisting the Respondent in drafting

specifications, facilitating visits between customers and employees of

the Respondent, attending pre-tender meetings and following up on

tenders.

11. Disputes arose between the parties in relation to commission

allegedly payable to the Appellant in respect of certain projects of

ONGC, namely the ONGC Uran Project and the ONGC Hazira 42

HTPCS (Hot Tapping Project).

11A. It is the case of the Appellant that the officials of the

FAO(OS)(COMM)153/2024 Page 6 of 22

Respondent had taken the services of the Appellant for the ONGC

Projects at Uran and Hazira in terms of the Agreement dated

01.07.2012 and that the Appellant had worked on priority basis in

respect of both the ONGC Uran Project and the ONGC Hazira 42

Project. According to the Appellant, after securing the said projects

and receiving payment from ONGC, the Respondent refused to pay

the commission without justifiable reason.

11B. Vide letter dated 03.01.2017, the Respondent terminated the

Representative Agreement dated 01.07.2012 and offered to pay a sum

of Rs. 18,39,278/- as full and final settlement of all dues alleged or

otherwise under the Agreement, subject to execution of a settlement

agreement. The Appellant did not accept the said amount, claiming

that a sum of Rs. 3,06,00,000/- apart from GST was outstanding

towards commission.

11C. The Appellant filed Arbitration Petition No. 837/2017 under

Section 11 of the Act before this Court. By order dated 10.04.2018,

this Court referred the parties to the Delhi International Arbitration

Centre for appointment of a Sole Arbitrator.

12. Apart from the Agreement dated 01.07.2012 relating to ONGC,

the parties had also entered into another Commission Representative

Agreement dated 05.04.2014 concerning Gas Authority of India

Limited [„GAIL‟]. Under the said agreement, the Respondent had paid

commission on quarterly basis till the quarter ending June 2016.

Thereafter, commission payments were stopped. The Agreement was

terminated vide letter dated 03.01.2017 w.e.f. 02.02.2017, with an

FAO(OS)(COMM)153/2024 Page 7 of 22

offer of Rs. 29,06,755/- as full and final settlement, which was not

accepted.

12A. Accordingly, Arbitration Petition No. 839/2017 was filed under

Section 11 of the Act. The learned Sole Arbitrator conducted

proceedings in Arbitration Claim No. DAC/2003/04-18 (relating to

ONGC) and DAC/2005/04-18 (relating to GAIL) and passed a joint

award dated 11.05.2019.

13. In DAC/2005/04-18 (GAIL), the Arbitrator awarded Rs.

29,06,755/- to the Appellant. No petition under Section 34 was filed in

respect thereof.

14. Insofar as Arbitration Claim No. DAC/2003/04-18 (ONGC) is

concerned, the learned Sole Arbitrator held that the Appellant was

entitled to commission at the rate of 6% on the sale price of Rs.

11,03,74,769/-, amounting to Rs. 66,22,486/-, which was rounded off

to Rs. 66,22,500/-, in respect of the ONGC Uran Project. However,

the learned Sole Arbitrator rejected the Appellant‟s claim for

commission in respect of the ONGC Hazira 42 HTPCS (Hot Tapping

Project), and also declined the claim of the Appellant for pre-suit

interest on the amount awarded.

15. Aggrieved thereby, the Appellant filed objections under Section

34 of the Act being OMP (COMM) 451/2019 before the learned

Single Judge of this Court, challenging the award dated 11.05.2019

insofar as it rejected the claim for commission in respect of the ONGC

Hazira 42 HTPCS (Hot Tapping Project) and declined the claim for

pre-suit interest. The learned Single Judge, by the Impugned Order

FAO(OS)(COMM)153/2024 Page 8 of 22

dated 23.04.2024, dismissed the petition under Section 34 of the Act

and upheld the arbitral award.

16. Aggrieved thereby, the present Appeal under Section 37 of the

Act has been preferred.

CONTENTIONS OF THE PARTIES :

17. Contentions of the Appellant:

17.1. Learned counsel for the Appellant submitted that the present

Appeal under Section 37 of the Act arises from the rejection of the

Appellant‟s claim for commission in respect of the ONGC Hazira 42

HTPCS (Hot Tapping Project) and the denial of pre-reference interest

on the commission awarded for the ONGC Uran Project. It was

contended that both the ONGC Uran Project and the ONGC Hazira

Project were secured by the Respondent as a consequence of the

services rendered by the Appellant under the Representative

Agreement dated 01.07.2012.

17.2. It was contended that although the learned Sole Arbitrator

awarded a sum of Rs. 66,22,500/- towards commission in respect of

the ONGC Uran Project, the Arbitrator declined the claim for pre-

institution interest for the period between July 2015 and May 2018. It

was submitted that such denial of pre-reference interest is

unsustainable. It was further contended that the denial of pre-

institution interest was without any reasoning and contrary to settled

principles governing award of interest.

17.3. Insofar as the ONGC Hazira 42 HTPCS (Hot Tapping Project)

FAO(OS)(COMM)153/2024 Page 9 of 22

is concerned, it was argued that the learned Sole Arbitrator acted

unreasonably in rejecting the claim for commission, particularly when

the claim regarding ONGC Uran and ONGC Hazira allegedly stood

on the same footing and were based on the same set of documents and

email correspondence. It was submitted that the learned Sole

Arbitrator drew an artificial distinction between the ONGC Uran and

ONGC Hazira projects despite both pertaining to hot tapping and

stoppling services and being founded on substantially similar

correspondence and material on record.

17.4. Learned counsel submitted that the learned Sole Arbitrator as

well as the learned Single Judge failed to correctly appreciate the

terms of the Representative Agreement dated 01.07.2012. It was

argued that under Clause 4.3 read with Schedules I, II and III, the

Respondent was liable to pay commission on amounts received from

customers within the Market Area, including ONGC. The Agreement

was non-exclusive; however, the Respondent was mandatorily

required to advise the Appellant in writing before directly quoting,

selling or invoicing any customer without payment of commission.

17.5. It was contended that the ambit of the Agreement was not

confined to any specific project but pertained to the customer, namely

ONGC, and the services required to be rendered by the Appellant

included brand building, developing relations at all levels, assisting in

drafting specifications, facilitating meetings and promoting the

Respondent‟s services. According to the Appellant, it acted in terms of

the Agreement and continuously promoted the Respondent‟s hot

tapping and stoppling services before ONGC.

FAO(OS)(COMM)153/2024 Page 10 of 22

17.6. Learned counsel referred to email correspondence dated

26.03.2013 and other emails exchanged between the parties, as well as

minutes of meetings dated 06.03.2013 circulated vide email dated

08.03.2013, to contend that the Appellant had actively participated in

meetings with ONGC, GAIL and Engineers India Limited for brand

building of the Respondent. It was further submitted that the sole

witness of the Respondent had admitted that emails were exchanged

between the parties relating to both ONGC Uran and Hazira projects.

17.7. It was further submitted that the ONGC Hazira Project was

valued at approximately Rs. 22,47,20,000/- and was awarded in urgent

circumstances involving exposure of a subsea pipeline, and that

ONGC had directly approached the Respondent in July 2014 as a

consequence of continuous brand-building and promotional efforts

undertaken by the Appellant. According to the Appellant, such

approach was the result of continuous efforts made by it in promoting

the Respondent‟s expertise in hot tapping and stoppling technology

before ONGC.

17.8. Learned counsel argued that the learned Sole Arbitrator

erroneously rejected the claim for commission in respect of ONGC

Hazira on the ground that there was no specific written request or

authorization from the Respondent to work on the said project, which,

according to the Appellant, was contrary to the terms of the

Agreement.

17.9. It was further contended that the Award, to the extent it rejected

the claim for commission in respect of ONGC Hazira and denied pre-

FAO(OS)(COMM)153/2024 Page 11 of 22

institution interest, is contrary to the terms of the Agreement and is

vitiated by patent illegality and perversity, thereby warranting

interference.

18. Contentions of the Respondent:

18.1. Per contra, learned counsel for the Respondent submitted that

the present Appeal is devoid of merit and seeks reappreciation of

evidence examined by the learned Sole Arbitrator, which is

impermissible under Section 37 of the Act.

18.2. It was argued that the scope of interference under Section 34 of

the Act is narrow and that the jurisdiction under Section 37 is even

more circumscribed. Reliance was placed on the decisions of the

Supreme Court in UHL Power Co. Ltd. v. State of H.P.

1

; Renusagar

Power Company Limited v. General Electric Company

2

; and

Associate Builders v. DDA

3

, to contend that interference is

permissible only where the award is contrary to public policy, shocks

the conscience of the Court, or suffers from patent illegality

18.3. Learned counsel submitted that the learned Single Judge, in

paragraphs 29 and 30 of the Impugned Order, correctly held that the

Appellant failed to establish any ground for interference under Section

34 of the Act and that the Award did not violate basic notions of

morality or justice.

18.4. It was further contended that the learned Sole Arbitrator, after

1

(2022) 4 SCC 116

2

1994 Supp (1) SCC 644

3

(2015) 3 SCC 49

FAO(OS)(COMM)153/2024 Page 12 of 22

considering the documentary evidence and email correspondence on

record, returned findings of fact with regard to the Appellant‟s alleged

entitlement to commission in respect of the ONGC Hazira Project.

The Court, while exercising jurisdiction under the Act, does not sit as

a Court of Appeal to re-assess or re-appreciate the evidence.

18.5. It was also submitted that several grounds raised in the present

Appeal travel beyond the grounds urged in the Section 34 petition and

are therefore impermissible.

18.6. On merits, it was contended that in the Statement of Claim

dated 16.05.2018, the Appellant had claimed a total commission of

Rs. 3,06,00,000/- in respect of ONGC Uran Project and ONGC Hazira

42 Project, along with interest at 18% per annum. The Award granted

commission of Rs. 66,22,500/- in respect of ONGC Uran Project

along with pendente lite and future interest at 9% per annum and

proportionate costs, while rejecting the claim for commission in

respect of ONGC Hazira Project and the claim for pre-award interest.

18.7. It was submitted that the learned Single Judge rightly upheld

the interpretation placed by the learned Sole Arbitrator on the

Agreement, including Schedule II thereof, holding that the Appellant

was required to establish active participation in securing allotment of

the ONGC Hazira Project in order to qualify for commission. The

argument that email correspondence relied upon in respect of ONGC

Uran Project equally applied to ONGC Hazira Project was rejected as

an attempt to reinterpret correspondence already examined by the

Arbitrator.

FAO(OS)(COMM)153/2024 Page 13 of 22

18.8. Insofar as pre-institution interest is concerned, it was submitted

that the learned Single Judge correctly upheld the decision of the

learned Sole Arbitrator to grant only pendente lite and future interest,

observing that in the absence of any admission of liability for pre-

reference interest, no interference was warranted.

ISSUES FOR DETERMINATION :

19. In view of the rival submissions advanced on behalf of the

parties and having regard to the limited scope of interference under

Section 37 of the Act, the following issues arise for consideration in

the present Appeal:

I. Whether the learned Single Judge, while exercising jurisdiction

under Section 34 of the Act, committed any jurisdictional error or

applied an incorrect legal standard in declining to interfere with the

arbitral award dated 11.05.2019 insofar as it rejected the Appellant‟s

claim for commission in respect of the ONGC Hazira 42 HTPCS (Hot

Tapping Project)?

II. Whether the refusal of the learned Sole Arbitrator to grant pre-

institution interest on the amount awarded, as affirmed by the learned

Single Judge, suffers from patent illegality, perversity, or violation of

the terms of the Agreement so as to warrant interference under Section

37 of the Act?

III. Whether any of the grounds urged by the Appellant fall within

the limited parameters of interference available in an appeal under

Section 37 of the Act?

FAO(OS)(COMM)153/2024 Page 14 of 22

ANALYSIS & FINDINGS:

20. This Court has considered the submissions advanced on behalf

of learned counsel for the parties and perused the material on record.

At the outset, it is apposite to note that this Court, while exercising

jurisdiction under Section 37 of the Act, does not sit in appeal over the

findings of fact recorded by the learned Sole Arbitrator. Interference is

permissible only where the order passed under Section 34 itself suffers

from a manifest error in the application of the settled principles

governing challenge to arbitral awards.

21. In UHL Power Co. Ltd. (supra), the Supreme Court has held

that the scope of interference under Section 37 of the Act is even

narrower than under Section 34 of the Act. The appellate court is

required to bear in mind the limited grounds available under Section

34 of the Act and must be slow to interfere unless the view taken by

the Arbitral Tribunal is patently illegal or perverse. Similarly, in

Renusagar Power Co. Ltd. (supra), the Supreme Court explained that

interference on the ground of public policy is warranted only when the

award is contrary to the fundamental policy of Indian law, the interests

of India, justice or morality. The concept of “public policy” is not to

be expanded so as to convert the proceedings into an appellate review

on merits. In Associate Builders (supra), the Supreme Court further

clarified that patent illegality must go to the root of the matter. A mere

erroneous application of law or reappreciation of evidence does not

justify interference. Where the Arbitral Tribunal has adopted a

plausible interpretation of the contract, the Court cannot substitute its

own view merely because another interpretation is possible.

FAO(OS)(COMM)153/2024 Page 15 of 22

22. The issues framed above shall therefore be examined within the

aforesaid limited contours.

ISSUE I- Rejection of Commission in respect of ONGC Hazira 42

HTPCS (Hot Tapping Project)

23. The principal grievance of the Appellant pertains to the

rejection of its claim for commission in respect of the ONGC Hazira

42 HTPCS (Hot Tapping Project). At the outset, it must be

emphasised that the present Appeal is not directed against the arbitral

award simpliciter, but against the order of the learned Single Judge

refusing to set aside the award under Section 34 of the Act. The

Appellate Court is not required to examine whether a different view

on facts or interpretation of the Agreement was possible, but whether

the learned Single Judge committed any jurisdictional error or ignored

the settled parameters governing interference with arbitral awards.

24. A perusal of the award reveals that the learned Sole Arbitrator

examined the terms of the Representative Agreement, including the

clauses relating to entitlement to commission, the nature of the

Appellant‟s obligations, and the requirement of participation in

securing orders within the designated Market Area. The Arbitrator

analysed the documentary material, including the email

correspondence relied upon by the Appellant, and returned a

categorical finding of fact that, insofar as the ONGC Hazira Project

was concerned, the Appellant failed to establish a nexus between its

alleged promotional activities and the award of the said contract to the

Respondent.

25. The Arbitrator recorded that mere existence of a representative

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arrangement or general brand-building efforts would not ipso facto

entitle the Appellant to commission on every project awarded by

ONGC. The Arbitrator held that entitlement to commission was not

automatic but dependent upon the Appellant establishing performance

of its contractual obligations in relation to the specific project. On

appreciation of the evidence, the Arbitrator concluded that such

involvement, in respect of the ONGC Hazira Project, had not been

established.

26. It is also necessary to note that the learned Sole Arbitrator

undertook a construction of the Representative Agreement dated

01.07.2012 and interpreted the nature of the Appellant‟s entitlement to

commission in the context of the obligations cast upon it. The

Agreement, inter alia, required the Appellant to provide consultancy

services, to use its reasonable best efforts to promote the sale of

products and services within the market area, to assist the

Respondent‟s personnel, and to keep the Respondent informed of

customer activities and market developments. The Arbitrator

construed these stipulations to mean that commission was not

envisaged as an automatic or blanket entitlement for every sale

secured within the market area during the subsistence of the

Agreement. Rather, the entitlement was held to be co-related to the

discharge of contractual obligations, namely, the rendering of

services, assistance, participation, or demonstrable efforts in

promoting or facilitating the specific project in question.

27. Such a construction cannot be said to be either implausible or

contrary to the language of the Agreement. A commercial

FAO(OS)(COMM)153/2024 Page 17 of 22

arrangement of this nature, whereby a representative is appointed to

promote products and assist in securing projects, reasonably admits of

an interpretation that commission is linked to the services rendered

and the extent of participation in the concerned transaction. The view

adopted by the Arbitrator, that the representative would be entitled to

commission commensurate with the work performed or assistance

actually rendered, is a possible and commercially sensible

interpretation of the Agreement. Once such interpretation is found to

be a plausible view emerging from the contractual text, this Court, in

exercise of jurisdiction under Section 37 of the Act, would not

substitute its own interpretation merely because another view is

conceivable.

28. The learned Single Judge, while exercising jurisdiction under

Section 34, examined the reasoning of the Arbitrator and held that the

interpretation placed on the Agreement was a plausible one. The

learned Single Judge further observed that the conclusions drawn were

based on appreciation of evidence and did not suffer from perversity,

patent illegality, or contravention of fundamental policy of Indian law.

29. The submission of the Appellant before this Court is essentially

that the material relied upon for grant of commission in respect of the

ONGC Uran Project ought to have led to a similar conclusion in

respect of ONGC Hazira, since both projects involved the same

customer and similar services. This argument, however, proceeds on

the assumption that similarity of customer or nature of services

automatically translates into entitlement to commission. Such an

inference does not arise as a matter of law and was expressly rejected

FAO(OS)(COMM)153/2024 Page 18 of 22

by the Arbitrator on appreciation of the evidence.

30. In so far as the ONGC Hazira 42 HTPCS (Hot Tapping) Project

is concerned, the award records a categorical finding that the

Appellant failed to discharge the burden of proof cast upon it. The

learned Arbitrator noted that except for a solitary email

communication dated 29.03.2012, no material was produced to

demonstrate that the Appellant had, in fact, rendered consultancy

services, participated in negotiations, assisted the Respondent‟s

personnel, or otherwise performed any obligation relatable to the said

project.

31. The said email, addressed to the Chairman-cum-Managing

Director of ONGC, merely contained a reference to the project and

was not shown to establish any substantive effort undertaken by the

Appellant in furtherance of the sale. The Arbitrator expressly observed

that the mere mention of the project in an email would not ipso facto

lead to the conclusion that the Appellant was instrumental in securing

the project or had fulfilled its contractual duties in relation thereto. No

contemporaneous correspondence, meeting records, technical

assistance documents, market intelligence reports, or other cogent

material were produced to evidence active involvement.

32. The finding that the Appellant neither provided consultancy

services nor participated in any manner in relation to the Hazira

project is thus founded squarely upon appreciation of the evidentiary

record. It is trite that an arbitral finding based on evaluation of

evidence, particularly where the burden of proof lay upon the

FAO(OS)(COMM)153/2024 Page 19 of 22

claimant, cannot be interfered with unless it is demonstrated to be

perverse, i.e., based on no evidence or by ignoring vital material. In

the present case, the Arbitrator has not ignored evidence; rather, he

has recorded that no cogent evidence was forthcoming beyond the

solitary email. Such a conclusion, emerging from the record itself,

does not warrant interference under Section 37 of the Act.

33. It is well settled that where the Arbitrator has interpreted the

terms of a contract and such interpretation is a possible and reasonable

one, the Court cannot substitute its own construction merely because

another view may also be possible. Re-appreciation of evidence,

reassessment of correspondence, or drawing of alternate factual

inferences falls outside the permissible scope of interference under

Sections 34 and 37 of the Act.

34. In the present case, the findings relating to absence of proven

participation or causative linkage in respect of the ONGC Hazira

Project are findings of fact based on appreciation of evidence. The

Appellant has not demonstrated that such findings are perverse in the

sense of being based on no evidence, ignoring vital evidence, or being

such that no reasonable person could have arrived at them. It is also

noteworthy that the learned Sole Arbitrator awarded commission in

respect of the ONGC Uran Project while rejecting the claim in respect

of the ONGC Hazira Project. This itself indicates that the Arbitrator

did not adopt a blanket or mechanical approach but examined each

project on its own evidentiary footing.

35. This Court finds no material to conclude that the learned Single

FAO(OS)(COMM)153/2024 Page 20 of 22

Judge applied an incorrect legal standard or failed to exercise

jurisdiction vested in it under Section 34. The impugned order reflects

due consideration of the grounds raised and a conscious adherence to

the limited scope of interference.

36. Accordingly, Issue I is answered in the negative.

ISSUE II- Refusal to Grant Pre-Institution Interest:

37. The second limb of challenge relates to the refusal of the

learned Sole Arbitrator to award pre-institution (pre-reference) interest

for the period prior to commencement of arbitral proceedings, despite

awarding commission in respect of the ONGC Uran Project along

with pendente lite and future interest.

38. The power of an arbitral tribunal to award interest is traceable

to Section 31(7) of the Act, subject to the terms of the contract and the

discretion of the Tribunal. In the absence of a contractual prohibition

or stipulation governing such interest, the award of pre-reference

interest lies within the discretion of the Arbitral Tribunal. Section

31(7) of the Act reads as under:

“(7) (a) Unless otherwise agreed by the parties, where and in so far

as an arbitral award is for the payment of money, the arbitral tribunal

may include in the sum for which the award is made interest, at such

rate as it deems reasonable, on the whole or any part of the money,

for the whole or any part of the period between the date on which the

cause of action arose and the date on which the award is made.

(b) A sum directed to be paid by an arbitral award shall, unless the

award otherwise directs, carry interest at the rate of two per cent

higher than the current rate of interest prevalent on the date of award,

from the date of award to the date of payment.”

39. In the present case, the Arbitrator, after considering the claim

FAO(OS)(COMM)153/2024 Page 21 of 22

for interest at 18% per annum, awarded pendente lite and future

interest at a reduced rate but declined pre-institution interest. The

learned Single Judge upheld this determination, noting that no ground

under Section 34 was made out warranting interference.

40. The Appellant has not been able to demonstrate that the refusal

to grant pre-institution interest was in the teeth of an express

contractual stipulation or that the Arbitrator ignored any mandatory

provision of law. At best, the contention relates to the manner in

which discretion was exercised.

41. Exercise of discretion by the Arbitrator, particularly in matters

relating to rate and period of interest, does not warrant interference

under Section 34 or Section 37 unless it is shown to be arbitrary,

capricious, or contrary to the contract. No such infirmity has been

established in the present case.

42. The learned Single Judge, therefore, cannot be faulted for

declining to interfere with the Arbitrator‟s determination on pre-

institution interest.

43. Issue II is accordingly answered in the negative.

ISSUE III- Whether the Grounds Urged Fall Within Section 37

Parameters

44. Having examined the submissions of the Appellant, it is evident

that the gravamen of the Appeal is an invitation to this Court to

undertake a re-evaluation of the evidence and to adopt an alternate

interpretation of the Representative Agreement.

FAO(OS)(COMM)153/2024 Page 22 of 22

45. The statutory framework of Sections 34 and 37 of the Act does

not contemplate such an exercise. The appellate jurisdiction under

Section 37 is confined to examining whether the Court under Section

34 has acted within the bounds of law. It is not a forum for rehearing

on facts.

46. None of the grounds urged by the Appellant demonstrate that

the award is vitiated by patent illegality apparent on the face of the

award, contravention of fundamental policy of Indian law, or

perversity in the legal sense recognised in arbitration jurisprudence.

47. The Impugned Order reflects a correct appreciation of the

limited scope of interference and does not suffer from jurisdictional

infirmity.

CONCLUSION:

48. For the foregoing reasons, this Court finds no merit in the

present Appeal. The learned Single Judge was justified in declining

interference with the arbitral award dated 11.05.2019.

49. The present Appeal is accordingly dismissed.

ANIL KSHETARPAL , J.

AMIT MAHAJAN , J.

MARCH 10, 2026

jai/pal