Summary

Introduction

In the context of arbitration proceedings, the twin pillars of natural justice, namely the right to a fair hearing and by an independent unbiased tribunal, mark out the guardrails within which a fair adjudicative process steers its course. Both of these pillars ensure that the arbitral process does not sail beyond its proper bounds in terms of ensuring fair and due process. Fairness, however, is not synonymous (nor is it to be confused) with procedural perfection, soundness of reasoning or correctness of the outcome. For that reason, our courts have consistently emphasised that only irregularities that are egregious and occasion real and proven prejudice justify judicial intervention. Unless the alleged breaches have deprived the applicant of a meaningful opportunity to be heard or affected the substance of the decision, the court ought not to set aside or disturb an otherwise sound arbitral determination.

The applicant in SIC/OA 13/2025, SIC/OA 24/2025 and SIC/OA 25/2025 ("OA 13", "OA 24" and "OA 25" respectively) invokes both limbs of natural justice in support of its applications. For the reasons that follow, we dismiss all three applications.

Facts

The applicant is The Tata Power Company Limited ("Tata"), a listed company incorporated in India and which forms part of a leading Indian industrial group with its principal businesses in power generation and coal mining. The respondent, Kleros Capital Partners Limited ("Kleros"), is a company incorporated in the British Virgin Islands established as an investment advisory firm specialising in the facilitation of cross-border mergers and acquisitions, leveraged buyouts and strategic investment alliances. Kleros was founded by two investment managers, Mr Ingolfur Skulason ("Mr Skulason") and Mr Probodh Palit ("Mr Palit"). Mr Skulason and Mr Palit both provided evidence in the form of witness statements in the present proceedings.

The dispute before us arises from arbitral proceedings commenced on 30 November 2020 by Kleros against Tata ("Arbitration"). The arbitral tribunal comprised Prof Lawrence Boo ("Prof Boo") as the presiding arbitrator and Mr A K Ganguli SA ("Mr Ganguli SA") and Mr Stuart Isaacs KC ("Mr Isaacs KC") as co-arbitrators, nominated by Tata and Kleros respectively. The Arbitration was bifurcated into two phases - the first phase concerned liability ie, whether Tata had breached its obligations under two non-disclosure agreements ("NDAs"), and the second concerned causation and quantum.

In the Arbitration, Kleros alleged that Tata had breached the NDAs entered into by the parties, and sought as its primary claim, damages for the loss of the chance to invest and/or participate in the project concerned as the principal investor and shareholder and to profit therefrom. In its Liability Award, the Tribunal unanimously found Tata to have breached the NDAs in a number of respects. The Liability Award is not challenged by Tata. In the Quantum Award, Prof Boo and Mr Isaacs KC formed the majority ("Majority"), with Mr Ganguli SA dissenting ("Dissent" or "Minority"). In the Quantum Award, the Majority awarded Kleros damages amounting to approximately US$490m representing the value of that loss of chance.

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