M/S SYNERGY CONSULTANTS v. M/S T.D. WILLIAMSON INDIA PVT. LTD.

Judgment

#1. Through the present Appeal, the Appellant assails 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 Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 1 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 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 Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 2 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 Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 3 of 22 Appellant as a TDW Commission Representative for the specified Market Area, which is reproduced as under: “SECTION I- APPOINTMENT Representative had meeting with the TDW management and 1.1 the TDWIL has agreed that the Representative shall be appointed as its authorised representative on 1st July 2012. TDW hereby appoints the Representative to be a TDW 1.2 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 TDW may contract with and invoice customers directly within the 4.3 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 Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 4 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 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 Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 5 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 Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 6 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 Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 7 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 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) Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 8 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. Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 9 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- Signature Not Verified Signed By:JAI NARAYAN Signing Date:10.03.2026 15:27:38 FAO(OS)(COMM)153/2024 Page 10 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 learned Sole Arbitrator, which 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 Company2; and Associate Builders v. DDA3, to contend interference 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