In Twarit Consultancy Services Pte Ltd and another v GPE (India) Ltd and others,(1) a dissatisfied party to arbitration proceedings sought to set aside the award through a three-pronged attack on the tribunal's jurisdiction, arbitrability and failure to adhere to natural justice principles.

The application was heard before the Singapore International Commercial Court (SICC), which upheld the sanctity of the parties' agreement to arbitrate and found that the proceedings had been properly constituted and conducted by the tribunal.


From 2010 to 2011, the defendants entered into two share subscription and shareholders' agreements (SSHAs) with the second plaintiff (the promoters), through which they subscribed to shares in Haldia Coke and Chemicals Private Ltd (Haldia). Under the SSHAs, the promoters undertook to procure a listing event by 31 March 2014 (the listing event). The SSHAs both contained an arbitration clause (the SSHA arbitration clauses) which provided for a three-member tribunal, including two retired judges, and for arbitration in Mumbai under the Arbitration and Conciliation Act 1996.

The listing event did not occur. Rather than exercising their exit rights, the defendants instead entered into three share purchase agreements (SPAs) and a first letter agreement (FLA) with the plaintiffs, where the latter parties were (among other things) obliged to purchase Haldia shares from the defendants for a total price of 2 billion Indian rupees. The SPAs and FLA provided for arbitration (SPAs/FLA arbitration clauses) under the Singapore International Arbitration Centre (SIAC).

As matters transpired, the plaintiffs only paid 5 million Indian rupees under the SPAs. The defendants then commenced SIAC arbitral proceedings on 14 December 2017 in line with the SPAs/FLA arbitration clauses.

The plaintiffs brought the following applications to the tribunal during the SIAC proceedings:

  • an adjournment of the evidentiary hearing, on the basis that their former counsel had "withdrawn" and the new lawyer had not received the papers; and
  • the exclusion of the defendants' Indian law expert evidence on the ground that their evidence pertained to legal issues.

Both applications were dismissed.

On 7 January 2021, the award was issued, obliging the plaintiffs to pay to the defendants 1.95 billion Indian rupees with interest.

The plaintiffs applied to set aside the award on the following grounds:

  • jurisdictional objection – the dispute fell within the ambit of the SSHAs as opposed to the SPAs and the FLA, hence the SSHA arbitration clauses should apply. As such, the award was made in excess of the tribunal's jurisdiction;
  • objection to arbitrability – the dispute was non-arbitrable as Haldia was undergoing a corporate insolvency resolution process under Indian law in July 2017. The arbitration would potentially impact Haldia and other stakeholders involved in its insolvency proceedings. There was also a moratorium under Indian law prohibiting the commencement of legal proceedings involving Haldia and the second plaintiff; and
  • natural justice objections – breach of the right to be heard. First, the tribunal's refusal to adjourn the evidentiary hearing meant that their newly appointed counsel had little time to prepare for the hearing. Second, the tribunal's refusal to exclude the defendants' Indian law expert report was contrary to the parties' agreed procedure. Third, the tribunal had awarded 1.95 billion Indian rupees as damages even though the defendants had not submitted that they should be awarded damages for breach of the SPAs.


Jurisdictional objection
The crux of the plaintiff's jurisdictional objection was that since the SPAs and FLA were based on rights accrued from the SSHA, the relief claimed under the former agreements flowed "substantively" from the SSHA and the SSHA arbitration clause should thus apply.

The SICC rejected the plaintiff's position and held that the key question was whether there was a "dispute" between the parties within the meaning of the SPA/FLA arbitration clause. This was answered in the affirmative.

On plain reading of the agreements, the SICC found that tribunal was properly constituted pursuant to the SPA/FLA arbitration clause.

Objection to arbitrability
Relying on section 11 of the International Arbitration Act (IAA), the SICC held that there will ordinarily be a "presumption of arbitrability so long as a dispute falls within the scope of an arbitration clause". The presumption may be rebutted by showing that Parliament intended to preclude a particular type of dispute from being arbitrated or it would be contrary to public policy considerations to permit it to be resolved by arbitration.

Ultimately, the SICC found that the dispute was properly arbitrated because Haldia was not a party to the SPAs or FLA, and the dispute did not arise from its rights or obligations at all whether pre- or post-insolvency. The economic effect on third parties (such as regulators or stakeholders of Haldia) of the tribunal's decision did not make the dispute non-arbitrable.

Natural justice objections
Affirming the principles in China Machine New Energy Corp v Jaguar Energy Guatemala LLC,(2) the SICC held that the threshold for a finding of breach of natural justice is a high one.

Analysing the facts, no breach of natural justice was found because:

  • no protest had been made that counsel had been prejudiced by the tribunal's dismissal of the application to adjourn the evidentiary hearing. The tribunal also had the discretion to assess the adequacy of time available to incoming counsel and there was no evidence that the assessment had been wrong or unreasonable, resulting in prejudice;
  • the inclusion of the defendants' Indian law expert witness was permitted under Procedural Order 1; and
  • the tribunal's decision to award the defendants 1.95 billion Indian rupees as damages arose from the defendants' pleaded case in its statement of claim. Thus, the tribunal had not acted beyond its powers.


In view of the SICC's decision in Twarit, parties to multi-party contracts containing competing arbitration clauses should remain aware of their dispute resolution obligations under each separate agreement to which they are party. Further, if a party wishes to set aside an arbitral award, it should be reminded of the SICC's limited interventionist attitude towards arbitrations shown by the presumption of arbitrability and high threshold for breaches of natural justice.

For further information on this topic please contact Maureen Poh or Joanna Chuah at Helmsman LLC by telephone (+65 6816 6660) or email ([email protected] or [email protected]). The Helmsman LLC website can be accessed at


(1) [2021] SGHC(I) 17.

(2) [2020] 1 SLR 695.