Twarit Consultancy Services v GPE (India) Ltd: Setting Aside Arbitral Award for Breach of Contract

Twarit Consultancy Services Private Limited and SEPC Limited (formerly, Shriram EPC Limited) sought to set aside a final arbitral award issued on January 7, 2021, in favor of GPE (India) Ltd, GPE JV1 Ltd, and Gaja Trustee Company Private Limited. The Singapore International Commercial Court, presided over by Roger Giles IJ, dismissed the originating summons, finding no grounds to set aside the award. The case concerned a breach of contract claim related to share purchase agreements and a letter agreement, with the plaintiffs alleging jurisdictional errors and breaches of natural justice.

1. Case Overview

1.1 Court

SINGAPORE INTERNATIONAL COMMERCIAL COURT

1.2 Outcome

Originating Summons dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court dismisses application to set aside an arbitral award for breach of contract, finding no merit in claims of jurisdictional error.

1.7 Decision Date

23 December 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Twarit Consultancy Services Private Limited	Plaintiff	Corporation	Application Dismissed	Lost	Mohamed Baiross of I.R.B Law LLP Rabi Ahmad s/o Abdul Ravoof of I.R.B Law LLP Joshua Chow Shao Wei of I.R.B Law LLP
SEPC Limited (formerly, Shriram EPC Limited)	Plaintiff	Corporation	Application Dismissed	Lost	Mohamed Baiross of I.R.B Law LLP Rabi Ahmad s/o Abdul Ravoof of I.R.B Law LLP Joshua Chow Shao Wei of I.R.B Law LLP
GPE (India) Ltd	Defendant	Corporation	Judgment for Defendant	Won	Prakash Pillai of CLASIS LLC Koh Junxiang of CLASIS LLC Charis Toh Si Ying of CLASIS LLC
GPE JV1 Ltd	Defendant	Corporation	Judgment for Defendant	Won	Prakash Pillai of CLASIS LLC Koh Junxiang of CLASIS LLC Charis Toh Si Ying of CLASIS LLC
Gaja Trustee Company Private Limited	Defendant	Corporation	Judgment for Defendant	Won	Prakash Pillai of CLASIS LLC Koh Junxiang of CLASIS LLC Charis Toh Si Ying of CLASIS LLC

3. Judges

Judge Name	Title	Delivered Judgment
Roger Giles	International Judge	Yes

4. Counsels

Counsel Name	Organization
Mohamed Baiross	I.R.B Law LLP
Rabi Ahmad s/o Abdul Ravoof	I.R.B Law LLP
Joshua Chow Shao Wei	I.R.B Law LLP
Prakash Pillai	CLASIS LLC
Koh Junxiang	CLASIS LLC
Charis Toh Si Ying	CLASIS LLC

4. Facts

Plaintiffs and Defendants entered into Share Purchase Agreements (SPAs) for the purchase of shares in Haldia.
Plaintiffs failed to make payments for the majority of the tranches under the SPAs.
Defendants commenced SIAC arbitration proceedings alleging breach of the SPAs and a First Letter Agreement.
Plaintiffs challenged the jurisdiction of the Tribunal, arguing the dispute fell under the SSHAs.
The Tribunal dismissed the jurisdictional challenge.
The Tribunal awarded damages to the Defendants for breach of the SPAs.
Plaintiffs applied to set aside the arbitral award.

5. Formal Citations

Twarit Consultancy Services Pte Ltd and another v GPE (India) Ltd and others, Originating Summons No 10 of 2021, [2021] SGHC(I) 17

6. Timeline

Date	Event
2010-05-31	Share Subscription and Shareholders Agreements signed.
2014-03-31	Deadline for Listing Event not met.
2015-09-28	Share Purchase Agreements entered into.
2017-07-11	Haldia admitted into voluntary corporate insolvency resolution process.
2017-12-14	SIAC arbitral proceedings commenced.
2018-03-26	Registrar of the Court of Arbitration of SIAC determined that the Common Preliminary Objections would not be referred to the Court of Arbitration and that the arbitrations would proceed.
2018-07-16	SIAC appointed the sole arbitrator.
2018-08-10	First procedural meeting held.
2018-08-16	Procedural Order No 1 issued.
2018-09-06	Plaintiffs filed a challenge to the Tribunal’s jurisdiction.
2019-02-14	Tribunal issued a decision dismissing the jurisdictional challenge.
2019-03-28	Defendants filed a Statement of Claim.
2019-05-09	Plaintiffs filed a Statement of Defence.
2019-06-06	Defendants filed a Reply.
2019-07-04	Plaintiffs filed a Rejoinder.
2019-07-18	Parties submitted their respective lists of issues.
2019-11-13	Tribunal issued Procedural Order No 2.
2020-02-04	Plaintiffs applied for an adjournment of the evidentiary hearing.
2020-02-06	Application for adjournment dismissed.
2020-02-25	Plaintiffs applied to exclude the evidence of the defendants’ Indian law expert.
2020-02-29	Application to exclude evidence dismissed.
2020-03-02	Evidentiary hearing took place.
2020-05-08	Hearing for oral closing submissions.
2021-01-07	Award issued.
2021-04-06	Originating Summons filed in the General Division of the High Court.
2021-07-22	Proceedings transferred to the Singapore International Commercial Court.
2021-08-25	Case Management Conference held.
2021-10-15	Plaintiffs’ solicitors applied to cease acting for the plaintiffs.
2021-10-19	Order made for plaintiffs' solicitors to cease acting.
2021-10-27	Hearing of the Originating Summons.
2021-11-26	Hearing of the Originating Summons.
2021-12-10	Written submission provided.
2021-12-24	Judgment reserved.

7. Legal Issues

Setting Aside Arbitral Award
- Outcome: The court dismissed the application to set aside the arbitral award.
- Category: Procedural
- Sub-Issues:
  - Exceeding scope of submission to arbitration
  - Improper composition of arbitral tribunal
  - Breach of natural justice
  - Inability to present case
Breach of Contract
- Outcome: The Tribunal found a breach of the Share Purchase Agreements.
- Category: Substantive
- Sub-Issues:
  - Failure to make payments under Share Purchase Agreements
  - Repudiatory breach of contract
Jurisdiction of Arbitral Tribunal
- Outcome: The court upheld the Tribunal's decision that it had jurisdiction over the dispute.
- Category: Jurisdictional
- Sub-Issues:
  - Scope of arbitration agreement
  - Arbitrability of dispute

8. Remedies Sought

Setting Aside of Arbitral Award

9. Cause of Actions

Breach of Contract

10. Practice Areas

Arbitration
Commercial Litigation

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Offshoreworks Global (L) Ltd v POSH Semco Pte Ltd	Court of Appeal	Yes	[2021] 1 SLR 27	Singapore	Cited regarding the appearance of foreign corporations in court proceedings.
PT Prima International Development v Kempinski Hotels SA and other appeals	Court of Appeal	Yes	[2012] 4 SLR 98	Singapore	Cited for the distinction between the scope of an arbitration agreement and the scope of the submission to arbitration.
Swissbourgh Diamond Mines (Pty) Ltd and others v Kingdom of Lesotho	Singapore	Yes	[2019] 1 SLR 263	Singapore	Cited for the interpretation of 'submission to arbitration' under Article 34(2)(a)(iii) of the Model Law.
Rakna Arakshaka Lanka Ltd v Avant Garde Maritime Services (Pte) Ltd	Singapore	Yes	[2019] 2 SLR 131	Singapore	Cited regarding preclusion from challenging jurisdiction in a setting-aside application.
PT First Media TBK (formerly known as PT Broadband Multimedia TBK) v Astro Nusantara International BV and others and another appeal	Singapore	Yes	[2014] 1 SLR 372	Singapore	Cited regarding preclusion from challenging jurisdiction in a setting-aside application.
BTY v BUA and other matters	Singapore	Yes	[2019] 3 SLR 786	Singapore	Cited for the discussion on arbitrability and disputes of a public character.
Tomolugen Holdings Ltd and another v Silica Investors Ltd and other appeals	Singapore	Yes	[2016] 1 SLR 373	Singapore	Cited for the principles on arbitrability and the presumption of arbitrability.
Larsen Oil and Gas Pte Ltd v Petroprod Ltd (in official liquidation in the Cayman Islands and in compulsory liquidation in Singapore)	Singapore	Yes	[2011] 3 SLR 414	Singapore	Cited for the distinction between disputes arising only upon insolvency and disputes arising from pre-insolvency rights and obligations.
China Machine New Energy Corp v Jaguar Energy Guatemala LLC and another	Court of Appeal	Yes	[2020] 1 SLR 695	Singapore	Cited for the principles on the right to be heard in arbitral proceedings and breach of natural justice.
Soh Beng Tee & Co Pte Ltd v Fairmount Development Pte Ltd	Singapore	Yes	[2007] 3 SLR(R) 86	Singapore	Cited for the requirements to establish a breach of natural justice in setting aside an arbitral award.
CGS v CGT	Singapore	Yes	[2021] 3 SLR 672	Singapore	Cited for the right to choose legal representation.

13. Applicable Rules

Rule Name
Rules of Court (2014 Rev Ed)
SIAC Rules

14. Applicable Statutes

Statute Name	Jurisdiction
International Arbitration Act	Singapore
Arbitration and Conciliation Act 1996 (Act No 26 of 1996)	India
Foreign Exchange Management Act 1999 (Act No 42 of 1999)	India
Companies Act 2013 (Act No 18 of 2013)	India

15. Key Terms and Keywords

15.1 Key Terms

Arbitral Award
Share Purchase Agreement
Share Subscription and Shareholders Agreement
SIAC Arbitration
Breach of Contract
Jurisdictional Challenge
Setting Aside
UNCITRAL Model Law
International Arbitration Act
Exit Mechanism
Listing Event
24% IRR

15.2 Keywords

arbitration
contract
share purchase agreement
setting aside
jurisdiction

17. Areas of Law

Area Name	Relevance Score
Arbitration	95
Setting Aside Arbitral Award	95
International Commercial Arbitration	90
International Arbitration Act	85
Contract Law	80
Breach of Contract	75
International Commercial Contracts	70
Commercial Disputes	65
Damages	60
Recognition and Enforcement of Foreign Arbitral Awards	50

16. Subjects

Arbitration
Contract Law
Commercial Law