Spr Auto Technologies Limited vs Usha International Limited

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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Judgment reserved on: 23.09.2026
Judgment pronounced on: 29.10.2026
Judgment uploaded on: 29.10.2026
# CNR No. DLHC010430742026
+ FAO(OS) (COMM) 243/2026, CAV 442/2026, CM APPL.
61785/2026, CM APPL. 61786/2026, CM APPL. 61787/2026,
CM APPL. 61788/2026, CM APPL. 61789/2026

SPR AUTO TECHNOLOGIES LIMITED .....Appellant
Through: Mr. Jayant K Mehta, Sr. Adv.
with Mr. Amit Agrawal, Mr.
Rahul Kukreja, Mr. Jatin
Shrivastava, Mr. Om Shelat,
Mr. Ravi Sharma, Advs.
versus

USHA INTERNATIONAL LIMITED .....Respondent
Through: Mr. Jai Sai Deepak, Sr. Adv.
with Ms. Divya Bhalla, Mr.
Abhishek Chauhan, Mr.
Devansh Jain, Mr. Abhishek,
Advs.

# CNR No. DLHC010430832026
+ FAO(OS) (COMM) 244/2026, CAV 443/2026, CM APPL.
61801/2026, CM APPL. 61802/2026, CM APPL. 61803/2026,
CM APPL. 61804/2026, CM APPL. 61805/2026

SPR AUTO TECHNOLOGIES LIMITED .....Appellant
Through: Mr. Jayant K Mehta, Sr. Adv.
with Mr. Amit Agrawal, Mr.
Rahul Kukreja, Mr. Jatin
Shrivastava, Mr. Om Shelat,
Mr. Ravi Sharma, Advs.
versus

USHA INTERNATIONAL LIMITED .....Respondent
Through: Mr. Jai Sai Deepak, Sr. Adv.
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:29.10.2026
15:46:40
FAO(OS) (COMM) 243/2026 & connected matter Page 1 of 27

with Ms. Divya Bhalla, Mr.
Abhishek Chauhan, Mr.
Devansh Jain, Mr. Abhishek,
Advs.
CORAM:
HON'BLE MR. JUSTICE ANIL KSHETARPAL
HON'BLE MR. JUSTICE BHARAT PARASHAR
J U D G M E N T
ANIL KSHETARPAL, J.:
1
1. The present Appeals, preferred under Section 37 of the
2
Arbitration and Conciliation Act, 1996 , assail the judgments
3
dated 06.07.2026 passed by the learned Single Judge in
4
O.M.P.(COMM.) 118/2016 and O.M.P.(COMM.) 161/2016 ,
respectively, whereby the mentioned Section 34 Petitions challenging
5
the Arbitral Awards dated 04.05.2013 were dismissed.
2. The two Awards arise out of disputes between the same parties
concerning export-agency arrangements for different product lines.
Since the challenges raise substantially overlapping grounds, the
Appeals have been heard together and are being disposed of by this
common judgment. The claim amounts and the product lines,
however, remain distinct in each Appeal.
3. By the Award challenged in FAO(OS)(COMM) 243/2026, the
learned Sole Arbitrator directed the Appellant to pay the Respondent
Rs.68.57 lakhs, together with simple interest at the rate of 10% per
annum for the pre-award, pendente lite and post-award periods, and

1
Hereinafter referred to as ‘Section 37’
2
Hereinafter referred to as ‘A&C Act’
3
Hereinafter collectively referred to as ‘Impugned Judgments’
4
Hereinafter collectively referred to as ‘Section 34 Petitions’
5
Hereinafter collectively referred to as ‘Awards’
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:29.10.2026
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Rs.50,000/- towards costs of the arbitral proceedings. By the Award
challenged in FAO(OS)(COMM) 244/2026, the Appellant was
directed to pay Rs.17.76 lakhs on the same terms of interest, together
with Rs.50,000/- towards costs.
4. The principal question arising for consideration is whether the
learned Single Judge, while exercising jurisdiction under Section 34,
committed any error warranting interference in these Appeals under
Section 37.
FACTUAL MATRIX:
5. The relevant facts, necessary for adjudication of the present
Appeals, may be briefly noticed.
6. The Appellant, referred to in the Awards as Shriram Pistons &
Rings Limited, is engaged in the manufacture of automotive
components. The Respondent carries on business, inter alia , in the
marketing of products and procurement of export business. The parties
6
entered into an arrangement by an agreement dated 30.04.1999 ,
under which the Respondent was appointed as an agent in respect of
specified products manufactured by the Appellant. The arrangement
was stated to operate from 01.05.1999 until 30.04.2004 and contained
provisions concerning commission, the parties’ obligations and
resolution of disputes by arbitration through the Federation of Indian
7
Chambers of Commerce and Industry .
8
7. A further agreement dated 31.03.2000 was executed by the

6
Hereinafter referred to as ‘1999 Agreement’
7
Hereinafter referred to as ‘FICCI’
8
Hereinafter referred to as ‘2000 Agreement’
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:29.10.2026
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parties, by which certain terms of the earlier arrangement were
modified. The two product lines were dealt with in separate arbitral
references. FTA No.172/2005 concerned pistons, piston pins, piston
rings, piston assemblies and cylinder liners, while FTA No.173/2005
concerned engine valves, valve guides, valve-train components and
EV kit sets.
8. The Appellant communicated on 27.03.2004 that the
arrangement would not be renewed beyond 30.04.2004. The said
communication also referred to payment of commission on orders
received and pending as on 30.04.2004. Disputes thereafter arose
concerning commission allegedly payable on export orders procured
by the Respondent, including orders pending execution, orders
awaiting shipment and orders for which the Appellant had allegedly
not received the corresponding payments. The Appellant disputed the
Respondent’s entitlement and also alleged that the Respondent had
failed to discharge reciprocal obligations under the arrangement.
9. The Respondent invoked arbitration before FICCI on
25.05.2005, relying upon the arbitration clause contained in the 1999
Agreement, as modified on 31.03.2000. The Appellant objected to the
reference, principally contending that the 1999 Agreement had never
been signed or returned by the Respondent and had not culminated in
a concluded agreement. According to the Appellant, the signed 2000
Agreement was an independent agreement and alone governed the
parties’ relationship. The Appellant also raised objections concerning
the constitution of the Tribunal and its jurisdiction, including
objections under Sections 12 and 16 of the A&C Act.
Signature Not Verified
Signed By:JAI
NARAYAN
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10. The learned Sole Arbitrator framed thirteen (13) issues in each
reference. Among them, Issue IV concerned whether the Respondent
was entitled to commission on exports for which sub-agents appointed
by it had already received payment from the Appellant at its instance.
Issue VII concerned whether the Respondent was liable to perform
reciprocal obligations under the 2000 Agreement and, if so, whether
those obligations had been performed and with what effect.
11. In FTA No.172/2005, the Respondent claimed Rs.81.81 lakhs
towards commission under various heads, besides interest. The Award
dated 04.05.2013 allowed the claim to the extent of Rs.68.57 lakhs,
with simple interest at 10% per annum from 30.04.2004 until
24.05.2005, and simple interest at the same rate for the pendente lite
and post-award periods. The Appellant was also directed to pay
Rs.50,000/- as costs.
12. In FTA No.173/2005, the Respondent claimed Rs.21.22 lakhs,
comprising commission and interest. The Award dated 04.05.2013
allowed commission of Rs.17.76 lakhs, with simple interest at 10%
per annum for the pre-award, pendente lite and post-award periods,
and directed payment of Rs.50,000/- towards costs.
13. The Appellant challenged the Award in FTA No.172/2005 by
instituting proceedings under Section 34, subsequently registered as
O.M.P.(COMM.) 118/2016. The Award in FTA No.173/2005 was
challenged in O.M.P.(COMM.) 161/2016.
14. The learned Single Judge, by separate Impugned Judgments
both dated 06.07.2026, dismissed the Section 34 Petitions. Aggrieved
thereby, the Appellant has preferred the present Appeals.
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:29.10.2026
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CONTENTIONS OF THE PARTIES:
15. Learned senior counsel representing the parties were heard, and
the record, including the Impugned Judgments and the Awards, has
been perused.
16. Learned senior counsel representing the Appellant assails the
Impugned Judgments on the following grounds:
i. The Awards were pronounced on 04.05.2013,
approximately eighteen months after final arguments concluded
in November 2011, without any explanation for the delay. It is
submitted that the delay cannot be considered in isolation
because, according to the Appellant, the Awards contain
identifiable errors that demonstrate its effect.
ii. Arbitration was invoked under the 1999 Agreement,
which had not been signed or returned by the Respondent and
had never become binding. The 2000 Agreement, which bore the
parties’ signatures, is stated to have been an independent
contract. It is contended that the learned Arbitrator nevertheless
upheld the existence of the 1999 Agreement by relying on
correspondence which either was not issued by the Appellant or
did not refer to either agreement.
iii. The Appellant also challenges the constitution of the
Tribunal. It relies on its requests for disclosure of the nomination
process and the relevant FICCI records, the orders dated
14.03.2006, 22.08.2006, 18.10.2006, 26.02.2007, 04.05.2007,
21.05.2007 and 25.03.2009, and its contemporaneous request to
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:29.10.2026
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FICCI for a change of Arbitrator. It is submitted that the rejection
of the applications under Sections 12 and 16, together with the
refusal to frame an issue specifically addressing the existence and
effect of the 1999 Agreement, cumulatively gave rise to a
reasonable apprehension that the Appellant was not receiving a
fair and impartial adjudication. The Appellant disputes the
reliance placed by the learned Single Judge on its continued
participation in the proceedings, pointing out that it participated
under protest.
iv. Another ground urged is that the stamp paper on which
the Award was engrossed had been purchased on 25.03.2013 and
bore the precise amount ultimately awarded as principal,
although the Awards were pronounced only on 04.05.2013. The
Appellant submits that this circumstance, considered alongside
the delay and the alleged lack of transparency concerning the
constitution of the Tribunal, should not have been dismissed as
mere suspicion.
v. The Appellant next contends that the learned Arbitrator
reversed the burden of proof by observing that the Appellant had
failed to disprove the amounts claimed. It is submitted that the
claims were allowed on the basis of the Respondent’s own
calculations, without first establishing the underlying entitlement.
Particular reliance is placed on the discussion of Exhibits CW2/3,
CW2/5 and CW1/6 (also referred to as CW2/4), which, according
to the Appellant, were prepared by the Respondent’s witness but
were treated as documents generated by the Appellant. The
Appellant also disputes the treatment of the TDS deductions and
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:29.10.2026
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the conclusion that there was no reversal of the TDS.
vi. The Appellant further submits that the learned Arbitrator
failed to give effect to the contractual exclusions concerning
exports to specified territories and wrongly allowed commission
on pending orders, including orders awaiting dispatch or
shipment. It is contended that Clause 9 of the 2000 Agreement
linked commission to receipt of payment against the relevant
export bills and that claims in respect of orders pending
execution or awaiting realisation were not payable under the
agreement. The Appellant also maintains that no commission was
payable where sub-agents had already received payment, and that
the Respondent’s alleged breach of its reciprocal obligations was
material to the claims.
vii. The Appellant relies, in particular, on Lancor Holdings
9
Ltd. v. Prem Kumar Menon & Ors. , and Delhi Development
10
Authority v. GL Litmus Events Pvt. Ltd. , to contend that an
unexplained and inordinate delay in rendering an award may
undermine the adjudicatory process and justify setting aside the
award. Reliance is also placed on Associate Builders v. Delhi
11
Development Authority and Delhi Metro Rail Corporation Ltd.
12
v. Delhi Airport Metro Express Pvt. Ltd. , in support of the
contention that a finding based on no evidence, or one which
ignores material evidence or contractual provisions, may amount
to perversity or patent illegality.

9
2025 SCC OnLine SC 2319
10
2025 SCC OnLine Del 9906
11
(2015) 3 SCC 49
12
(2024) 6 SCC 357
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:29.10.2026
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17. Per contra , the Respondent supports the Impugned Judgments.
The following submissions have been made by learned senior counsel
representing the Respondent:
i. The Respondent submits that the delay, by itself, does not
invalidate an Award and that the Appellant has not shown that
the delay adversely affected any finding. The Respondent relies
on Paragraph Nos.83 to 85 of the judgment of this Court in
Unison Hotels Pvt. Ltd. v. IFFCO Tokio General Insurance Co.
13
Ltd. , which considered the principles in Lancor Holdings
(supra) and explained that delay is material where its adverse
effect on the findings is explicit and the Award is demonstrably
riddled with the effects of such delay.
ii. The Respondent submits that the finding regarding the
1999 Agreement was based not on a single communication but
on the parties’ course of dealings, commission statements,
payments and correspondence. It contends that the signed 2000
Agreement modified the earlier agreement rather than displacing
it, and that the learned Arbitrator considered and rejected the
objections to jurisdiction and the constitution of the Tribunal.
iii. The Respondent further submits that the Award, read as a
whole, considered the substance of the disputes underlying Issues
IV and VII and that the Appellant’s remaining grounds seek a
reappreciation of evidence and a different interpretation of the
contract, which is impermissible in proceedings under Sections
34 and 37 of the A&C Act.

13
2026:DHC:7875-DB
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:29.10.2026
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18. No other submissions have been advanced by learned senior
counsel representing the parties.
ANALYSIS AND FINDINGS:
19. This Court has considered the submissions advanced and
examined the material placed on record.
20. At the outset, it is necessary to bear in mind the limited scope of
appellate interference under Section 37. The jurisdiction exercised by
the Court under Section 34 is itself circumscribed. An appeal under
Section 37 does not confer a wider power to reassess the merits of the
arbitral dispute or to substitute the Court’s view for that of the Arbitral
Tribunal. The appellate Court must examine whether the Court
exercising jurisdiction under Section 34 remained within the limits of
that provision and applied the correct legal principles. It is not enough
that another view of the evidence or of the contractual terms may be
possible.
14
21. In MMTC Ltd. v. Vedanta Ltd. , the Supreme Court explained
that the jurisdiction under Section 37 cannot travel beyond the
restrictions imposed by Section 34, and that the appellate Court must
be cautious before disturbing concurrent findings. The same approach
is reflected in UHL Power Company Ltd. v. State of Himachal
15
Pradesh , and Punjab State Civil Supplies Corporation Ltd. v.
16
Sanman Rice Mills . The proviso to Section 34(2A) further makes
clear that an award cannot be set aside merely on the ground of an
erroneous application of law or by reappreciation of evidence. The

14
(2019) 4 SCC 163
15
(2022) 4 SCC 116
16
2024 SCC OnLine SC 2632
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Signed By:JAI
NARAYAN
Signing Date:29.10.2026
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present Appeals must be examined within these limits.
22. This does not mean that a jurisdictional objection, a
demonstrated failure to adjudicate a material dispute, or an award
founded on no evidence is beyond review. The question, however, is
whether the Appellant has shown that the learned Single Judge failed
to exercise the jurisdiction available under Section 34, or exceeded its
limits, and not whether this Court might have reached a different
conclusion on the underlying claims.
A. Delay in pronouncement of the Awards
23. It is not disputed that final arguments concluded in November
2011 and that the Awards were pronounced on 04.05.2013, after a
period of approximately eighteen months. The delay is substantial
and, in the absence of an explanation on the material placed before
this Court, is not to be regarded as inconsequential. The question is
whether the delay, considered with the specific defects alleged by the
Appellant, demonstrates that the Awards were adversely affected by
the lapse of time so as to attract interference under Section 34.
24. The issue has recently been considered by this Court in Unison
Hotels (supra) . After examining Lancor Holdings (supra) , this Court
explained that the delay in Lancor Holdings was not treated as fatal
merely because it was long. The Supreme Court had considered the
cumulative circumstances: a delay of nearly four years, repeated and
vacillating reasoning, demonstrable indecisiveness, disregard of
relevant contractual clauses, and, ultimately, an award which failed to
resolve the dispute and left one party to pursue further litigation
despite having altered the parties’ positions. The delay was thus
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Signed By:JAI
NARAYAN
Signing Date:29.10.2026
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accompanied by identifiable defects in the adjudication which
demonstrated its adverse effect.
25. The principle stated in Lancor Holdings , as explained in
Unison Hotels , is that delay may vitiate an award where its negative
effect is explicit and adversely reflects on the findings, and where the
award is riddled with the damaging effects of the delay. The decision
does not lay down that every unexplained delay, irrespective of its
effect on the award, automatically renders the award invalid. Equally,
it does not require the Court to disregard identifiable errors merely
because the award contains reasons. The Court must examine whether
the specific errors relied upon are established and whether, viewed in
context, they demonstrate that the adjudication was impaired by the
delay.
26. The Appellant contends that the alleged misattribution of
documents, the treatment of TDS and the failure to decide Issues IV
and VII demonstrate such impairment. These contentions are
considered separately below. At this stage, it is sufficient to note that
the Appellant has identified matters which require examination. The
mere identification of an alleged error, however, does not establish
that the error occurred or that it was caused by the delay. The relevant
question is whether the Award itself, read with the material relied
upon, discloses the kind of demonstrable confusion, vacillation or
failure to engage with the dispute that was present in Lancor
Holdings .
27. In GL Litmus Events (supra) , the principle in Lancor Holdings
was also applied to the effect of delay on an arbitral award. The
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NARAYAN
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proposition that delay may undermine the integrity of adjudication is
not in dispute. However, the Appellant’s submission that prejudice
must be presumed in every case of an unreasonably delayed award
cannot be accepted as an absolute rule. The controlling consideration,
as explained in Unison Hotels , is whether the adverse effect of delay
is explicit in the findings under challenge. A general apprehension that
the Arbitrator may have forgotten the evidence or submissions is not,
without more, sufficient.
28. In the present case, the Awards contain findings on the principal
monetary claims, refer to the relevant correspondence and commission
statements, and discuss the evidence relied upon by the Respondent as
well as the Appellant’s objections. The Award in FTA No.172/2005
discusses, inter alia , the commission statement and correspondence in
Paragraph Nos.13 to 20, the objection to the 1999 Agreement in
Paragraph No.22, pending orders in Paragraph No.24, and the
remaining objections in the subsequent paragraphs. The Award in
FTA No.173/2005 similarly considers the commission claim, the
relevant correspondence, the objection to the 1999 Agreement and the
claim heads. Whether every conclusion is correct is a separate
question. The structure of the Awards does not, on its own, indicate
that the Arbitrator had lost sight of the controversy or had become
incapable of resolving it.
29. The learned Single Judge therefore did not treat the delay as
irrelevant. The learned Single Judge examined whether the specific
consequences alleged by the Appellant were borne out by the Awards
and concluded that the Appellant had not demonstrated the requisite
connection between the lapse of time and the findings. For the reasons
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Signed By:JAI
NARAYAN
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set out below, this Court is not persuaded that the alleged errors,
individually or cumulatively, establish that the learned Single Judge
applied an incorrect legal standard or failed to exercise the jurisdiction
available under Section 34.
B. Existence of the 1999 Agreement and arbitral jurisdiction
30. The Appellant’s objection to jurisdiction is founded on the
assertion that the 1999 Agreement was never signed or returned by the
Respondent and did not mature into a binding agreement. The
Appellant relies on the 2000 Agreement, which was signed by both
parties, and contends that it was an independent contract. It is also
argued that the learned Arbitrator relied upon correspondence which
did not support the conclusion drawn in Paragraph No.22 of the
Award.
31. The objection concerning the existence of an arbitration
agreement is not merely a request to reinterpret an ordinary
contractual term. It is capable of engaging the jurisdictional limits
under Section 34. The question before this Court, nevertheless, is
whether the learned Single Judge properly examined the basis on
which the Arbitrator reached the conclusion that the parties’
arrangement originated in 1999 and was modified in 2000, and
whether the conclusion was so unsupported or irrational as to warrant
setting aside the Awards.
32. Paragraph No.22 of the Award in FTA No.172/2005 records
that the objection to the 1999 Agreement was rejected because the
parties had worked under the arrangement, payments had been made
on the basis of calculation sheets generated by the Appellant, and
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NARAYAN
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commission statements had regularly been sent. The Arbitrator also
referred to the modifications made on 31.03.2000 and to
correspondence concerning the payment of commission. The Award
in FTA No.173/2005 contains materially similar reasoning. The
learned Single Judge considered the objection and held that the
finding was based on the parties’ conduct and the documentary record,
and represented a possible view of the evidence.
33. The Appellant points out that the letter dated 13.07.2004 was
issued by the Respondent, that the letter dated 04.02.2004 did not refer
expressly to either agreement, and that the letter dated 01.04.2004
relied upon in the Award is disputed. These are specific criticisms of
the Arbitrator’s references to the correspondence. They do not,
however, establish that the conclusion concerning the contractual
relationship rested exclusively on those letters. The Award also refers
to the parties’ performance of the arrangement, commission
calculations, previous payments and the correspondence exchanged at
the end of the contractual period. The communication dated
27.03.2004, in particular, stated that the arrangement would not be
renewed beyond 30.04.2004 and referred to commission on orders
received and pending as on that date.
34. The Appellant’s position is that such conduct was referable only
to the signed 2000 Agreement and could not establish the existence of
the earlier agreement. That is a possible argument on the merits. The
Arbitrator, however, treated the 2000 Agreement as a modification of
the earlier arrangement, consistent with the terms of the documents
and the parties’ course of dealings. The learned Single Judge
examined this conclusion and found it to be a plausible view. In the
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NARAYAN
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absence of a demonstrated legal bar to the inference drawn, or a
finding wholly unsupported by the record, the Section 37 Court cannot
reweigh the evidence and select the competing inference preferred by
the Appellant.
35. The Appellant also relies on the fact that the Arbitrator declined
to frame a separate issue on the existence and effect of the 1999
Agreement, despite the objection having been raised during the
proceedings. The Award, however, did not leave the objection
unanswered. Paragraph No.22 expressly addressed the objection and
rejected it. Whether the reasons given were correct is distinct from
whether the question was adjudicated at all. The learned Single Judge
considered the substance of the jurisdictional challenge and found no
ground for setting aside the Awards. No error in that approach has
been established.
C. Constitution of the Tribunal and objections under Sections
12 and 16
36. The Appellant contends that FICCI and the Arbitrator declined
to disclose material concerning the nomination process and the
constitution of the Tribunal. It relies on the orders passed during the
arbitral proceedings, the rejection of its applications under Sections 12
and 16 of the A&C Act, and its request that the Arbitrator be changed.
It is submitted that the learned Single Judge erred in treating the
Appellant’s participation as a circumstance against it, since such
participation was expressly under protest.
37. The objection requires consideration of the record as a whole.
The learned Single Judge noted that the objections under Sections 12
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NARAYAN
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and 16 of the A&C Act were raised during the arbitral proceedings
and were dealt with by orders passed by the Arbitrator. The
Appellant’s complaint concerning disclosure and the sequence in
which the objections were dealt with was also considered. The learned
Single Judge found that the Appellant had not demonstrated how the
alleged procedural deficiencies translated into actual prejudice or
established a legally sustainable basis for concluding that the Tribunal
was disqualified from adjudicating the disputes.
38. The Appellant is correct that participation under protest does
not, by itself, answer every objection concerning the constitution or
impartiality of an arbitral tribunal. Nor can an objection going to
jurisdiction be rejected solely on the ground that the party continued
to participate. The relevant question is whether the facts relied upon
establish a legally recognised ground of disqualification, a failure to
comply with a mandatory requirement, or a denial of a fair
opportunity to present the case. The orders and circumstances
identified by the Appellant, as placed before the learned Single Judge,
were not found to establish such a defect. In these Appeals, the
Appellant has reiterated its dissatisfaction with the orders passed
during the arbitration, but has not demonstrated that the learned Single
Judge overlooked a specific circumstance which legally rendered the
Tribunal incompetent or established a disqualifying bias.
39. The Appellant’s reliance on the refusal to frame a separate issue
concerning the 1999 Agreement is also insufficient, for the reasons
already recorded. The Award itself dealt with the objection to the
existence of that agreement. The fact that the Arbitrator rejected the
Appellant’s objections, or that certain procedural orders were not in
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NARAYAN
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the Appellant’s favour, does not by itself establish bias or lack of
independence. The learned Single Judge’s conclusion that the
Appellant had not established a ground for setting aside the Awards
under Section 34 does not warrant interference under Section 37.
D. Stamp papers bearing dates prior to the Awards
40. The Appellant submits that the stamp papers used to engross the
Awards were purchased on 25.03.2013 and already reflected the exact
principal sums ultimately awarded, namely Rs.68.57 lakhs in FTA
No.172/2005 and Rs.17.76 lakhs in FTA No.173/2005, although the
Awards were pronounced on 04.05.2013. It is urged that this
circumstance must be considered cumulatively with the delay and the
objections concerning the constitution of the Tribunal.
41. The learned Single Judge considered this contention and found
that the Appellant had not placed any material establishing that the
Awards were in fact signed or rendered on a date different from the
date recorded in them, or that the date of purchase of the stamp papers
had affected the adjudication. The fact that stamp papers bearing the
amount of the principal were purchased before the date of
pronouncement may give rise to a question, however, without further
material, it does not establish that the outcome was predetermined or
that the Award had been made on an earlier date. The inference sought
to be drawn is not supported by independent evidence of pre-
judgment, alteration or fabrication.
42. Considered alongside the other grounds, the stamp-paper dates
do not supply the missing link between the alleged procedural
irregularities and the merits of the Awards. The learned Single Judge
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NARAYAN
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was therefore justified in declining to set aside the Awards on this
ground.
E. Alleged misattribution of documents and reversal of the
burden of proof
43. The Appellant’s challenge to the findings concerning Exhibits
CW2/3, CW2/5 and CW1/6 (also referred to as CW2/4) is more
specific. It submits that the documents were prepared by the
Respondent’s witness but were treated by the Arbitrator as documents
generated by the Appellant, and that this error materially affected the
findings on commission for orders awaiting shipment, pending orders
and orders secured in April 2004. The Appellant also challenges the
Arbitrator’s observation that it had failed to disprove the amounts
claimed.
44. The Award must be read as a whole. The observations
regarding the Appellant’s failure to disprove the claim follow the
Arbitrator’s discussion of the correspondence, commission statements,
payment advice, TDS certificates and oral evidence. In FTA
No.172/2005, the Arbitrator referred to the letter dated 04.02.2004 and
the statement accompanying it, the communication dated 27.03.2004
concerning orders pending as on 30.04.2004, the Respondent’s
statements of commission and the testimony of the witnesses. The
Award in FTA No.173/2005 similarly referred to the letter dated
04.02.2004 recording commission stated to be outstanding, the letter
dated 27.03.2004, and the subsequent correspondence seeking
payment. The finding was not expressed as resting on a bare failure by
the Appellant to disprove the claim.
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45. The Appellant’s allegation of misattribution has been
considered. Even if the authorship or source of an individual exhibit is
open to dispute, the relevant inquiry under Section 34 is whether the
finding in question is thereby rendered one based on no evidence or is
otherwise patently illegal. The Awards refer to more than the three
exhibits singled out by the Appellant. They rely upon correspondence
between the parties, the admitted fact of earlier commission payments,
the statements and payment advice, the letter dated 27.03.2004, and
testimony concerning the calculation and payment of commission.
The Appellant has not demonstrated that, once the challenged exhibit
references are put aside, the findings on the claims have no
evidentiary foundation at all.
46. In Associate Builders (supra) , the Supreme Court explained
that a finding may be perverse where it is based on no evidence,
ignores vital evidence, or is one which no reasonable person could
reach. The principles reiterated in Delhi Metro Rail Corporation
(supra) likewise do not permit a Court to interfere merely because it
would have assessed the evidence differently. The relevant question is
whether the conclusion suffers from the kind of perversity or patent
illegality recognised by Section 34. Those authorities do not authorise
a re-trial of the factual dispute in a Section 37 appeal.
47. The Appellant further submits that the Arbitrator reversed the
burden of proof by relying on its failure to disprove the Respondent’s
calculations. The learned Single Judge examined the sequence of
reasoning in the Awards and concluded that the Arbitrator first
considered the material relied upon by the Respondent and thereafter
noted that the Appellant had not substantiated its denial. This reading
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is supported by the discussion in the Awards. The observation
concerning failure to disprove the amounts cannot be severed from the
preceding assessment of the documents and oral evidence and treated
as the sole basis for allowing the claims.
48. The Appellant disputes the treatment of the TDS deductions and
contends that reversal of the deductions had been its specific case. The
Awards, however, proceed on the basis that TDS certificates had been
issued in respect of the commission and that the witness had admitted
that the certificates were not wrongly issued. The Arbitrator also
recorded that reversal of the TDS had not been set up as the
Appellant’s case. The Appellant’s contention, therefore, has to be
examined in the context of this finding and the material placed before
the Arbitrator. In the absence of any demonstrated basis in the arbitral
record to displace the premise on which the Arbitrator proceeded, the
mere assertion that the deductions had been reversed would not
establish patent illegality. The learned Single Judge considered the
challenge to the evidentiary findings and declined to interfere with the
Arbitrator’s assessment of the material. This Court, exercising
jurisdiction under Section 37, cannot undertake a fresh examination of
the evidence or substitute its own assessment merely because another
view may be canvassed.
F. Issues IV and VII
49. The Appellant places substantial reliance on the fact that Issue
IV and Issue VII were expressly framed but, according to it, were not
adjudicated. Issue IV concerned commission on exports for which
sub-agents appointed by the Respondent had already received
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payment from the Appellant at the Respondent’s instance. Issue VII
concerned the Respondent’s reciprocal obligations under the 2000
Agreement and whether those obligations were performed.
50. The learned Single Judge acknowledged that the Awards did
not contain separately captioned findings corresponding to Issue IV
and Issue VII. The learned Single Judge nevertheless concluded that
the substance of the disputes underlying those issues had been
considered in the course of determining the claims and defences. The
Appellant submits that this conclusion is untenable because, on its
reading, the Awards contain no express or implied finding on either
issue.
51. An arbitral award is required to decide the disputes referred to
the Tribunal and to give reasons for the conclusions reached, where
reasons are required under the A&C Act. It is not necessary, however,
that the award reproduce the structure of a judgment of a civil court or
contain a separately numbered finding on every issue, provided the
substance of the dispute has been considered and the basis of the
decision can be discerned. Conversely, the mere fact that the award is
detailed would not cure a genuine failure to decide a material issue.
The inquiry must therefore be directed to the substance of the
reasoning, not simply the presence or absence of a separate heading.
52. In relation to Issue IV, the Awards discuss the Respondent’s
entitlement to commission on the orders relied upon, the
correspondence and statements supporting the claims, and the
Appellant’s objections to the amounts claimed. The Arbitrator
ultimately accepted the Respondent’s case that commission remained
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payable on the identified orders. Although the Awards do not
separately analyse every transaction involving a sub-agent under a
distinct heading, the Appellant has not demonstrated that the question
of entitlement to commission, in the context of the transactions
forming the claims, was left wholly undecided. The challenge
substantially turns on whether the evidence should have been
evaluated differently and whether the defence should have been
accepted.
53. As regards Issue VII, the Appellant’s defence that the
Respondent had failed to comply with reciprocal obligations was
considered by the Arbitrator in the context of the contractual
arrangement and the objections to the Respondent’s entitlement. The
Awards rejected the Appellant’s defence and allowed the commission
claims. The reasoning may not be arranged issue-by-issue, but it
discloses the basis on which the Arbitrator declined to accept the
defence. The learned Single Judge was therefore entitled to conclude
that the substance of the controversies had been considered, even
though the Awards did not set out separately numbered answers to
Issues IV and VII.
54. The Appellant’s reliance on these issues as proof that the
Arbitrator had forgotten the submissions because of the delay must
also be considered against the reasoning in Unison Hotels and Lancor
Holdings . Unlike the circumstances in Lancor Holdings , the Awards
do not leave the parties without a resolution of the central monetary
dispute or relegate them to fresh proceedings after vacillating on the
relief. The Awards determine the claims and set out the grounds on
which the Respondent was found entitled to commission. The
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Appellant has not established that the absence of separate issue-wise
findings is itself attributable to the delay, or that the substance of
either issue was not considered at all. The learned Single Judge’s
conclusion on this ground does not warrant interference.
G. TDS, excluded territories, pending orders and other
contractual objections
55. The Appellant has also challenged the findings concerning
commission on exports to territories allegedly excluded under the
Agreements, commission on pending orders, and transactions
involving collaborators, joint ventures, associates and sub-agents.
These objections are founded on the Appellant’s interpretation of the
contractual restrictions and its reading of the evidence. The specific
challenge concerning TDS deductions has been considered separately
hereinabove.
56. These objections were addressed by the learned Single Judge in
the context of the Award as a whole. The Arbitrator considered the
claim heads separately in the course of the reasoning, including the
commission said to be outstanding for the quarter ending December
2003, the period January to March 2004, orders awaiting shipment,
pending orders and orders secured in April 2004. The Awards also
refer to the letter dated 27.03.2004, by which the Appellant stated that
commission would be paid on orders received and pending as on
30.04.2004. The Arbitrator treated that communication as relevant to
the Respondent’s entitlement on pending orders.
57. The Appellant’s submission concerning Clause 9 of the 2000
Agreement is that commission was payable only after the Appellant
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received payment against the relevant export bills. The Respondent’s
position, accepted by the Arbitrator, was that the contractual
arrangement and the communication dated 27.03.2004 entitled it to
commission on orders secured before the arrangement ended,
including pending orders, with the timing of payment governed by the
contractual provisions. The interpretation adopted by the Arbitrator
may be contested, but the Appellant has not demonstrated that it is a
construction no reasonable person could adopt or that it directly
contradicts an unambiguous contractual prohibition. The Court cannot
substitute its own interpretation merely because the Appellant
advances a different reading.
58. In respect of exports to excluded territories and transactions
with collaborators, the Awards record the Appellant’s objections and
reject them on the evidentiary record before the Arbitrator. The
Appellant contends that the exclusions in the agreements were not
applied and that the Respondent had claimed commission on
transactions which fell outside the arrangement. The learned Single
Judge found that these contentions involved the Appellant’s preferred
reading of the contractual provisions and evidence. On the material
placed before this Court, it has not been demonstrated that the
Arbitrator ignored an undisputed contractual exclusion applicable to a
specifically identified transaction or that the learned Single Judge
failed to consider a patent illegality apparent on the face of the
Awards.
59. The same applies to the contention concerning payments to sub-
agents. The issue was raised before the Arbitrator and formed the
subject of Issue IV. As already noted, the absence of a separately
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captioned finding does not, by itself, establish non-adjudication. The
Appellant has not demonstrated that the Award granted a duplicate
commission on a specific transaction despite an established payment
to the relevant sub-agent, such that the result is shown to be
unsupported by evidence or contrary to the contract on the face of the
Award.
60. The authorities relied upon by the Appellant concerning the best
evidence rule and adverse inference, including Gopal, Krishnaji
17
Ketkar v. Mohamed Haji Latif & Ors. , do not alter the scope of
review in these Appeals. The question whether an adverse inference
should have been drawn, or whether a particular witness or document
should have been given greater weight, is ordinarily a matter of
evidentiary appreciation. The Appellant has not shown that the learned
Single Judge overlooked a legal bar or upheld a finding which was
demonstrably based on no evidence. The cited authorities do not
permit the Court, in proceedings under Section 37, to reassess the
entire evidentiary record and recalculate the commission claims.
H. Cumulative assessment
61. The Appellant urges that the various circumstances must be
assessed cumulatively. This Court has considered the circumstances
both individually and together and is of the view that a cumulative
assessment is appropriate, however, it cannot replace the need to
establish that the circumstances, taken together, demonstrate a defect
falling within Section 34.

17
1968 AIR 1413
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62. The learned Single Judge examined the material objections
raised under Section 34 and declined to interfere with the Awards. The
Appellant has not shown that the learned Single Judge exceeded the
permissible limits of Section 34 or failed to exercise jurisdiction
vested in the Court. The Appeals, in substance, seek a fresh
assessment of the documentary evidence, the weight of the parties’
correspondence, and the construction of the contractual arrangement.
Such an exercise is not permissible in the limited jurisdiction under
Section 37.
CONCLUSION:
63. For the foregoing reasons, this Court finds no ground to
interfere with the Impugned Judgments dated 06.07.2026 passed in
O.M.P.(COMM.) 118/2016 and O.M.P.(COMM.) 161/2016.
64. Accordingly, the present two Appeals, i.e., FAO(OS)(COMM)
243/2026 and FAO(OS)(COMM) 244/2026, are dismissed. Pending
applications also stand disposed of.

ANIL KSHETARPAL, J.

BHARAT PARASHAR, J.
OCTOBER 29, 2026
sp/shah
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