Hindoostan Mills Ltd ..Respondent Mr. Fredun E DeVitre Senior Advocate a/w Mr. Darshit Jain Ms Bindi Dave, Mr. Ieshan Sinha, Ms Varada Balachandran Ms Aditi Chavan, Mr. Sumeet Tyagi and Mr. Pravin Dhage I/b Wadia Ghandy and Co. for Petitioners Mr. Mustafa Doctor, Senior Advocate a/w Mr. Urvaksh Anklesaria, Mr. Ameet Hariani, Mr. Soura Subha Ghosh, Mr. Anirban Sen and Ms Parinaz NagporwalaDastur I/b Hariani and Co. for Respondent CORAM : K. R. SHRIRAM, J. RESERVED ON: 25.04.2019 PRONOUNCED ON: 03.06.2019 JUDGMENT : 1 Petitioner is impugning under Section 34 of the Arbitration and Conciliation Act 1996 (the said Act) part of the Majority Arbitral Award dated 20th October 2016 . Petitioner was claimant and respondent was respondent before the Arbitral Tribunal comprising of three Retired Judges. 2 Respondent owned several immovable properties, one of which was a plot of land admeasuring 6754.52 sq.mtrs at Byculla, Mumbai (the said land). Respondent wanted to develop the said land and therefore approached one Kalpataru Construction Overseas Private Limited ("KCOPL") and entered into a Project Management Agreement dated 28 th July 1993 (PMA). Under the PMA, KCOPL would function as a Project Management Consultant (PMC). Petitioner also forms part of the same Meera Jadhav ::: Uploaded on 04/06/2019 ::: Downloaded on 05/06/2019 00:11:31 ::: 2/57 carbp3717.doc group to which KCOPL belonged. Respondent entered into a development agreement dated 29th October 1993 with Petitioner where under respondent granted the development rights of the said land to Petitioner. Under the development agreement, Petitioner was to pay a sum of Rs.19,89,12,000/ towards land value and also allot 23,365 sq.ft. of area subject to reimbursement of actual cost of construction. It is stated that Petitioner paid to respondent towards land cost an amount of Rs.18,14,16,200/, while amount of Rs.1,47,95,800/ was still payable. Petitioner allotted 12 flats including one penthouse and two duplex flats having total area of 23,365 sq.ft. to respondent. Petitioner also gave 13 covered carparking slots in the podium area. According to Petitioner, actual cost of construction prorata for the area allotted was Rs.7,26,00,000/ and further a sum of Rs.30,85,898/ towards property tax and maintenance charges along with interest which it had to recover from respondent. Respondent denied liability to pay any cost of construction and counterclaimed, inter alia, for a share of profits, claiming (a) the transaction between the parties was infact a joint venture arrangement for sharing profits equally and, (b) for refund of amounts paid as project management fees to KCOPL, group company of petitioner, in regard to the development of the said building. Alternatively, respondent claimed that it was liable to pay the prorata cost of construction only at the rate of Meera Jadhav ::: Uploaded on 04/06/2019 ::: Downloaded on 05/06/2019 00:11:31 ::: 3/57 carbp3717.doc Rs.775/ per sq. ft. for the 23,365 sq. ft. allotted to it. Respondent counter claimed several amounts such as Rs.1,47,95,800/ towards balance consideration of land price alongwith interest, 50:50 profit, Rs.1,31,00,000/ as 50% wrongful compensation said to have been given by Petitioner to flat holders, 50% unsold car parking space or Rs.85,00,000/ towards the said claim, Rs.1,34,00,000/ with interest towards inflated project costs, Rs.2,19,35,500/ towards repairs and renovations which Petitioner failed to carry out and reimbursement of project management fees of Rs.3.33 crores that respondent had paid to KCOPL. 3 The Arbitral Tribunal framed 18 issues and answers thereto are as under : ISSUES FINDINGS 1. Whether the Agreement alleged in letter Side letter dated 29.10.1993 was g