Before the Panel of Arbitrators 

Yatharth Chandrashekhar
Chaitanya Sapkal
Harshit Jain

In the matter of Arbitration under the Rules, Bye-laws and Regulations of

the Ministry of Corporate Affairs(MCA) 

Arbitration Matter No:

NMIMSADR/XX/XXXXXXX/14-15/XXX/XXX/ARB Between 
Ms. Suchita ...……………….Applicant And 
Vikas Snorkeling Equipment Pvt. Ltd. ……………….Respondent 

This is a matter submitted to us under the Rules, Bye-laws and Regulations of the
Ministry of Corporate Affairs (hereinafter referred to for the sake of brevity as
‘MCA’), India 

The Panel of Arbitrators was appointed by the Singapore Centre for International
Arbitration (hereinafter ‘SCIA’) pursuant to the agreement signed by the parties

1. Background
● The applicant, Ms Suchita, had entered into 2 agreements for the sale of
her share in Anupama Waterbombs Pvt. Ltd. to Vikas Snorkeling
Equipment Pvt. Ltd.
● The above mentioned two agreements were entered into by both the
parties the first one on 10.08.2011 and the second on 10.10.2012
respectively. 
● The parties agreed to a staggered payment of the consideration in three
stages where each payment would be due after the completion of a
condition precedent by the applicant; by the means of an email exchange
post the first agreement. 
● All the changes which were agreed upon by the way of emails after the
first agreement were incorporated into the second agreement. 
 ● The first agreement contained a share purchase agreement along with the
consideration payable and for certain condition precedents which were
to be compiled by the seller. It also contained an arbitration clause
providing for arbitration in Singapore. 
● The valuation of the shareholding was determined to be Rs. 40 crores, by
an independent auditor M/s Pricemilk House, on the basis of disclosures
made by the applicant. 
● The law governing the underlying contracts and the arbitration agreement
were not set out in any of the two agreements, and therefore the panel,
with consent from the parties, determined that laws for arbitration. 
● The agreement mentioned another clause which contained a provision
which provided that the parties have waived their rights to approach a
court in order to seek interim relief.. 
● The respondent has paid a sum totalling Rs. 32 crores in 2 instalments till
the date of the arbitration, over the course of two, 6 month periods 
● The applicant claims that the respondent has defaulted on paying the last
instalment of Rs.8 crores. 
● Consequently, the applicant initiated arbitration proceedings against the
respondent for a sum of Rs 8 crores on the basis that part of the
considerations had not been paid 
● Pursuant to the clause Ms. Suchita initiated the arbitration proceedings
against Vikas on 10.05.2015 for non-payment of the part of the
consideration.

2. The Applicant in support of her claimed arguments

● The appellant still has to get paid sum of Rupees 8 crores INR by the
Respondent as the total consideration for the purchase of the company by the
respondent was 40 crores INR. This agreement was agreed by the respondent
in the first agreement which was signed on 10.08.2011.

● There was a independent valuation of the shareholdings by an independent

auditor M/s Pricemilk House, and fair amount for the acquisition of the
company was determined. The report from the third party auditor was
submitted to Vikas and arbitration panel.

● Therefore, there is no question of fraud in the contract because the there was a
independent third party auditor provided with all the documents.

● Due to the payment of the remaining consideration was delayed, the appellant
has suffered monetary losses, and the respondent should be held liable for it.

● Therefore, it is humbly submitted before the panel that Suchita the appellant
and her Rupees 8 crore may be allowed and the sale deed should be finalised.
3. The Respondent in support of their claim argued that-

● The applicant in the case was stated that purposefully concealed financial
documents that were important at the time of audit which in return bloated the
price.

● The partial payment was paid by the respondent party on the basis on
fraudulent concealment

● Had at the time of audit if all the concealed documents would have been
revealed , acquisition of the company would have been valued at Rs 20 Crore
rather than Rs 40 Crores

● Due to the boasted value 12 crore claim arose which was paid extra by the
respondent and therefore applicant owes the difference to the respondent

● By knowingly concealing of the facts the applicant has committed crime of

Fraud which resulted in paying almost double the original value of share
holding

● lasty respondent claims that total sum of Rs 12 Crore along with any necessary
order against the applicant as arbitrator seem fit

4. Findings and Observations

● as we talk about the auditing, it was conducted by an independent auditor and
therefore fraudulent concealing of document cant be imposed on the auditor

● Rs, 32,00,00,000/- was already paid in 2 installment of the as per agreed 3

● As per the understanding it was quite clear that the auditor did a fair audit
based on all available financial documents.

● Fact that the both the parties already waived their respective rights to approach
a court for any interim relief.

● Delay in the payment on the side of respondent has caused monetary loss to
apppicant

● All the evidence submitted with regards to audit of finance were in order.

● Respondent did filed a complaint of fraud against the applicant but failed to
prove or provide any evidence regarding same.

● There was a similar timeline observed between delay in payment and claim for
fraud .

● Respondent failed to provide any evidence proving his theory

● Therefore based on all the facts and evidences applicant's claim of Rs
8,00,00,000 was agreed on basis of auditors report and lack of evidence from
respondent side.

● Since due to delay of payments applicant was also entitled for a interest on due
amount covering his monetary losses caused by default in payment.
 AWARD

● The claim made by the applicant of Rs. 8,00,00,000 is awarded. The

respondent has to pay the hence mentioned consideration which was
decided already between the parties.

● No order as to costs

● The respondent is directed to pay interest on the amount due on Rs.

8,00,00,000 calculated @8% p.a. payable from the date of default to the
day of payment

● The award is issued in three stamped originals, one for the applicant, one
for the respondent, and one original for the exchange.

Singapore
Dated October 2021