MMTC LIMITED versus ANGLO AMERICAN METALLURGICAL COAL PVT. LIMITED

55. The SPCoD met on 06.10.2008. The SPCoD (including Mr. H.S. Mann) granted approval in the following terms:- “Item No. 1: Agreement with Anglo coal Australia Pty. Ltd., for import of Coking Coal for NINL-as per note of GM (SB) dated 29.9.2008 The Committee after being informed that the proposed terms and conditions including deviations are same, as in the case of RINL/SAIL approved the proposal subject to acceptance of the same by NINL. Possibility of reduction of quantity for 2008-09 be explored without affecting long-term prospects from the supplier in view of recent fall in prices of Pig Iron and Steel products [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited Item No. 2: Import of Coking Coal of NINL-Qty. & Price Fixation as per note of GM (SB) dated 29.9.2008 The Committee after being informed that the proposed terms and conditions including deviations are same, as in the case of RINL/SAIL, approved the proposal subject to acceptance of the same by NINL. Possibility of reduction of quantity for 2008-09 be explored without affecting long- term prospects from the supplier in view of recent fall in prices of Pig Iron and Steel products.” (Emphasis supplied) The Minutes of 06.10.2008 mentioned that in view of the recent fall in prices of pig iron and steel products possibility of reduction of quantity should be explored.

56. Dealing with reference to “approval by NINL” in the Minutes, Mr. Kaul sought to explain the same by stating that the LTA was not dependent on the approval of NINL and what was meant by the Minutes was the approval of the proposed change in the technical specifications of coal. 5TH DELIVERY PERIOD COMMENCED WITH THE LAST SHIPMENT UNDER THE FOURTH DELIVERY PERIOD: –

57. During this period, the 4th delivery period was nearing completion in view of the extension up to 30.09.2008 which prolonged up to 30.10.2008. In fact, it was not disputed that with the last shipment of the 4th delivery period of 48,655 MT at US$ 96.40 PMT, 2,366 MT was loaded on the vessel as part of the 5th delivery period at US$ 300 PMT. This was even before the Addendum No.2 of 20.11.2008 and on a query by the Court, the learned ASG replied that this was a miniscule quantity intended to save dead freight. What is, however, significant is even before agreements were entered into, based on the agreement on correspondence, deliveries were being executed and that is clear from the events that transpired from 2004 onwards. No grievance has been raised for any of the shipments till 20.11.2008. REPLY OF NINL TO MMTC LETTERS OF 25.09.2008: –

58. In reply, NINL wrote two letters, first a letter was written on 14.10.2008 giving a go-ahead. Thereafter, a letter dated 16.10.2008 was written 358 in reply to MMTC’s letter dated 25.09.2008. This letter of 16.10.2008 is strongly relied upon by learned ASG to contend that NINL needed only 2.2 Lakh tons of Anglo coal. The letters dated 14.10.2008 and 16.10.2008 read as under:- “Ref.No.NINL/GM(Comml)/2008/1085 Date: 14.10.2008 Mr. Suresh Babu, GM (Coal & Coke) MMTC Ltd., New Delhi Dear Sir, Please refer to your mail dated 25th September, 2008 for procurement of coking coal of 12.66 lakh tons. MMTC may please place order for Anglo Coal consisting of 80% Dawson and 20% Capricon, since the same is approved by SAIL. Other terms and conditions may be negotiated and finalized. Thanking you, Yours faithfully For Neelanchal Ispat Nigam Ltd Sd/- [P.K. Pandey] DGM (Commercial) Ref. No. NINL/CM/24/1103 Dt. 16th October, 2008 Mr. Suresh Babu, General Manager (Coal & Coke) MMTC Limited Core-1, Scope Complex 7 Institutional Area, Lodhi Road New Delhi-110003 Dear Sir, [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited Please refer to your mail dated 25th September, 2008 for procurement of Coking Coal of 12.66 Lakh Tons. It may be noted that our annual requirement is 11.80 lakh tons. Our present stock of coal is around 3.70 Lakh tons. Hence, we need to procure coal around 9.00 Lakh tons in a year from now. However, procurement quantity may be decided based on the coal supply in pipe line and our present stock. Considering, blending of the hard coal and soft coal is in 80:20 ratio, coal may be procured as under: Hard Coking Coal: a) BMA 5 Lakh tons approx. b) ANGLO 2.2 Lakh tons approx. Out of 2.2 Lakh tons of ANGLO Coal, 20% may be procured from Dawson Valley Blend consisting of 80% Dawson and 20% Capricorn, since the same is approved by SAIL, at the option of MMTC/NINL (to be exercised in a manner for minimizing the demurrage) Soft Coking Coal Black Water: 1.80 Lakh Tons Approx. Price, terms and conditions may be negotiated and finalized. Thanking you, Yours faithfully, Sd/- 16/10 (P.K. Pandey) Dy. General Manager (Commercial) Encl: Approved copy of Competent Authority for your reference and record.”

59. Mr. Kaul contends that the terms of LTA had already fixed the quantity and NINL’s correspondence one way or the other can have no bearing on the committed quantity which MMTC agreed to procure from Anglo. 360 ADDENDUM NO.2 DATED 20.11.2008 – THE BONE OF CONTENTION: –

60. It is in this background that the 20.11.2008-Addendum No.2 to the LTA was formally signed. Learned ASG contended that it was by the agreement of 20.11.2008 that price and other terms of delivery were fixed and relied on the evidence of Mr. John Wilcox who was examined in the Arbitration as Anglo’s witness. According to learned ASG, the officials of MMTC by entering into Addendum No.2 tied up MMTC in knots and no ends were kept loose to ensure that MMTC was committed to huge financial amounts due to the fraudulent fixation of the price.

61. Learned ASG referred to the news release of Anglo dated 20.02.2009 to demonstrate that it was within the knowledge of Anglo that the price of coking coal has drastically fallen in the second half of 2008.

62. In response, Mr. Kaul contended that Addendum No.2 signed on 20.11.2008 was only the last in the series of documents to finetune the shipping terms, moisture content and the specific variety of coal for the 5th delivery period all material terms including the shipping period (from 01.07.2008 to 30.09.2009) quantity (4,66,000 MT) and price were already fixed in terms of the LTA. The price was to follow the SAIL/RINL price which has been duly fixed at US$ 300 PMT for the said period.

63. The Addendum of 20.11.2008 is in the form of a letter addressed by MMTC to Anglo. It is to the attention of Mr. John B. Wilcox. It states that MMTC was pleased to confirm the settlement with Anglo and, thereafter, the column below deals with (i) delivery period – 01.07.2008 to 30.06.2009, (ii) quantity – 4,66,000 MT. Thereafter, it deals with coal brands and price (US$ 300 PMT), other terms like total moisture, loading terms, vessel sizes, loading rates, demurrage rates for different ports, the variation permissible limits and force majeure clause. At the end it has the following clause: “All other terms and conditions of agreement no. MMTC/ C&HC/LT/HCC/NINL/ANGLO/585 DATED 7TH MARCH 2007 shall remain unchanged”.

64. It should be recalled that shipments have happened based on correspondence, as stated earlier from 2004 and agreements have been entered into post the shipments even for the 5th delivery period. [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited Admittedly, 2,366 MT were shipped on 30.10.2008 along with the last shipment of the 4th delivery period. SAME DAY (20.11.2008) LETTER SEEKING PRICE REDUCTION: –

65. On the same day after entering into Addendum No.2, the following letter was written by Mr. Ved Prakash, the Chief General Manager of MMTC to Anglo:- “File No. MMTC/C&HC/08-09/CC/Anglo/798 20th November 2008 Anglo Coal Australia Pty. Ltd. 201, Charlotte Street Brisbane 4000 Queensland, Australia Fax No. 0061-7-3834-1390 KIND ATTN: MR. JOHN B WILCOX, MARKETING MANAGER Sub: Addendum to Long Term supply of coking coal contract for the Delivery Period 2008-09 Dear Sirs, As discussed, we hereby confirm the acceptance of coking coal supply during the period 2008-09 vide Addendum No.2 LT Agreement MMTC/C&HC/LT/HCC/NINL/ANGLO/585 DATED 7th March 2007 As you are aware, due to worldwide crisis as financial markets, there has been unprecedented fall in prices of major commodities including steel Such a steep tall is a rare phenomenon and all over there is a feeling that it is a beginning of economic recession in the world. It is feared that it may continue for long time to come The prices of iron and steel products in the international market has nose-dived in the month of September and October 2008 and pig iron, a finished product manufactured by us and being exported is not getting customer on 362 date even at US $100 FOB. Same is the situation in the domestic market and we are not able to sell our product. Under the circumstances, you will appreciate it has become absolutely unviable to produce and sell pig iron based on the imported coking coal having price of US$ 300 per tonne FOB for hard coking coal. More than three-fold increase in the price of coking coal during a period when the prices of finished steel including pig iron had virtually crashed, will make difficult for us to run the plant on sustainable basis. The substantial depreciation of Indian rupees to USD has further added to our woes and under the circumstances, we have already out the production to a bare minimum so as to just keep running our coke oven batteries as well as blast furnace. In view of unprecedented recessionary trends in the economy and consequent abnormal low realization on pig iron, we request price reduction of coal for quantities finalized for delivery during 1st July 2008 to 30th June 2009 period to level that was settled for delivery period 1st July 2007 to 30th June 2008. This only will help us to keep the plant running and to produce on consistent basis. We look forward for your positive response. Yours faithfully Sd/- MMTC Ltd. Ved Prakash Chief General Manager” (Emphasis supplied)

66. The letter was written by Shri Ved Prakash who was then the Chief General Manager and the substance of the letter was that since pig iron prices have crashed, to purchase coal at US$ 300 PMT to produce pig iron could be an unviable option. Hence, a request was made for price reduction of coal for the period from 01.07.2008 to 30.06.2009 to the level which obtained for the delivery period from 01.07.2007 to 30.06.2008.

67. Elaborate arguments were advanced by the learned ASG about the significance of letter being written on the same day after signing the [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited Addendum No.2. The learned ASG also invited our attention to the observations of majority members of the Board of Arbitration about the Addendum being executed and the letter being written on the same day respectively. SUBSEQUENT CORRESPONDENCE – CONCEPT OF “CARRY OVER”: –

68. Learned ASG referred to a series of correspondence that ensued between MMTC and Anglo pursuant to MMTC lifting only 11,966 MT out of the contracted 4,66,000 MT. Learned ASG contended that the correspondence only reflected a friendly fight between erring officials, after having committed to the price of US$ 300 PMT while the prevailing market price was US$ 128 PMT. Learned ASG submitted that on the one hand Anglo was justifying the fixation of prices at US$ 300 PMT on the premise that agreements entered into between SAIL and RINL were of the said price, while on the other hand Anglo chose to ignore the same analogy for the period post the execution of Addendum. According to learned ASG, the refusal on the part of Anglo for staggering at the price of US$ 128 PMT in the same manner as was provided to SAIL was an act of arbitrariness on the part of Anglo. Learned ASG lamented that the erring officials of MMTC did not even attempt to persuade Anglo to provide the same treatment as was given to SAIL and RINL after the execution of the Addendum dated 20.11.2008.

69. Learned ASG referred to the letter dated 21.09.2009 of Anglo which referred to the earlier letter dated 09.03.2009 (which MMTC claims was not received by MMTC) and submitted that Anglo had made the following proposal:- MMTC to perform a total of 38% of the total contracted tonnage for the Fifth Delivery Period on the terms and conditions (including price) applicable under the Agreement (a further 172,533 tonnes) by March 31, 2010. This will bring MMTC in line with the contract performance of SAIL and RINL for the 2008/09 Delivery Period. In addition, MMTC is to perform 18.7% of the remaining Carryover (a further 52,641 tons) by March 31, 2010 on the terms and conditions of the Agreement (including price) as agreed with SAIL and RINL. 364 Anglo will enter into a new long term agreement with MMTC on the same terms and conditions as the current long term agreements with SAIL and RINL (including performance of the remaining carryover) for 466,000 tonnes per annum for a period of 3 years commencing 1st April, 2010. Therefore, in summary, MMTC will take delivery of 225,174 tonnes of coal at 2008 price, terms and conditions between now and 31 March 2010 and, under the new 3 year contract, perform the remainder of the Carryover evenly spread over the first 2 years of the contract. This proposal is made without prejudice to our rights under the Agreement. It will remain open and capable of acceptance until 5:00 pm (Brisbane time) on Wednesday 30th Sept 2009.

70. Learned ASG submitted that by letter of 25.09.2009, Shri Suresh Babu declined the proposal which the learned ASG stated would indicate that the reply strengthened the case of Anglo. Referring to the counter proposal in the letter of 25.09.2009, the learned ASG referred to the following paragraph in the said letter:- “…Keeping these issues in mind, we had approached Anglo Coal for a reduction in price vide our letter dated 20.11.2008. Lifting another 38% implies a further increase in loss by another USD 80/t. For the sake of negotiation, we hope you will not ignore the economic realities completely. Steel Melting Shop of NINL is under implementation and the commissioning is expected sometime in end 2010. Economy will also come out of recession gradually. In short we are not denying our obligation. The request is only for staggering the time frame for lifting as explained in para 1 and para 2. Please review and consider our request for allotting at least one shipment of 50,000 MT each from October 09 onwards instead of zero stem till end of 2009.” (Emphasis supplied)

71. Learned ASG also referred to the further proposal of Anglo vide their letter dated 25.11.2009, whereby Anglo proposed that MMTC [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited lifts the remaining quantities of 4,54,034 MT of 2008 contract year in line with the agreement with SAIL and RINL at the 2008 price of US$ 300 as per the following schedule:- “January – March, 2010 85,000 18.7% April 2010 – March 2011 1,84,566 40.65% April 2011 – March 2012 1,84,566 40.65% We trust that this arrangement meets with your approval. This proposal is made without prejudice to our rights under the Agreement. It will remain open and capable of acceptance until 5.00pm (Brisbane time) on Friday 4th December 2009.”

72. Learned ASG referred to the reply of Shri Suresh Babu, for MMTC dated 27.11.2009 in his letter addressed to Mr. Rod H. Elliott of Anglo stating that the said proposal was acceptable to MMTC subject to Anglo allocating the left-over quantities pertaining to 2009 contract at 2009 prices based on the terms and conditions agreed upon in the EJC of SAIL and RINL. The learned ASG referred to the following para in the said letter. “……conditions agreed upon in the EJC of SAIL & RINL. To be specific the balance supplies amounting to 4,25,600 MT at the 2009 price level of US$ 128/125 PMT shall also be made in proportion along with the carryover quantities of 2008 as proposed above in line with the terms agreed upon with SAIL & RINL.”

73. Learned ASG referred to the reply of Anglo dated 01.12.2009 stating that it was not possible to make any additional tonnage commitment to MMTC over and above what was detailed in the proposal of 25.11.2009. The above correspondence was characterised by the learned ASG as a make believe and friendly fight and only a creation of a paper trail to give an impression that there was no collusion.

74. Mr. Kaul, on the other hand, submitted that the offers made by Anglo were good faith offers. Explaining the concept of “carry over” learned senior counsel, Mr. Kaul, pointed out that “carry over” arrangements do not dilute price or quantity and all that happens is some more time is given to the purchaser to lift the quantities at the contracted price. 366

75. Mr. Kaul strongly refuted the contention that Anglo allowed SAIL and RINL to lift their 2008-09 quantities at a reduced price. Mr. Kaul submitted that SAIL and RINL were in the first delivery period of their new LTA and as such could lift coal pertaining to their future delivery period alongside their 2008-09 carryover and could thus seek mixed price cargo with shipments containing some percentage of 2008-09 carryover and some percentage of the ongoing delivery period. Mr. Kaul submitted that MMTC was in the last delivery period and even then they were not treated differently than SAIL or RINL.

76. According to Mr. Kaul, on 15.07.2009, MMTC was offered an ad hoc “mixed price shipment” to tide over financial difficulties of MMTC. According to the learned senior counsel, what was offered in the letter, namely, 40,400 MT at US$ 128.25 PMT was on ad hoc basis with a condition that their carry over quantity of 5th delivery period will be supplied only at US$ 300 PMT.

77. Mr. Kaul, learned senior counsel for Anglo submitted that the letter of 21.09.2009 by Anglo offered the same “carry over terms” to MMTC as was offered to SAIL/RINL, as is clear from the letter itself. According to Mr. Kaul, the attempt of MMTC by its letter of 21.05.2009 was to perform the carry-over obligation at the adhoc mixed price, which was offered vide letter of 15.07.2009 as a onetime measure and as a goodwill gesture.

78. Mr. Kaul submitted that by letter of 21.09.2009, Anglo even agreed that MMTC could spread out its contractual performance over the next 3 years. The letter of MMTC of 27.11.2009, according to Mr. Kaul, purported to accept this offer provided, in parallel, Anglo also supplied additional (Adhoc) (coal) @ US$ 128/125 PMT. This could not be accommodated by Anglo resulting in the invocation of arbitration ultimately.

79. According to Mr. Kaul, MMTC kept asking for reduction of price and when Anglo refused to supply at the reduced price a defence was taken in the arbitration and in the Court proceedings that Anglo was incapable of supplying. According to Mr. Kaul, this submission was rejected both by the majority of the arbitral Tribunal and by the learned Single-Judge in Section 34 which was restored by this Court and a finding was recorded that the stand of MMTC that Anglo was incapable of supplying was found to be incorrect. [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited

80. Mr. Kaul invited our attention to the following findings of this Court to buttress his submission. “…….However, what is missed by Shri Rohatgi is the crucial fact that no price for the coal to be lifted was stated in any of the emails or letters exchanged during this period. This is in fact what the Majority Award adverts to and fills up by having recourse to the evidence given by Mr. Wilcox, stating that the ambiguity qua price was resolved by the fact that no coal was available for lifting at a price lower than the contractual price. The Majority Award found, relying upon Mr. Wilcox’s evidence, that the supplies that were sought to be made in August and September, 2009 were therefore, also in the nature of “mixed” supplies, i.e., coal at the contractual price, as well as coal at a much lower price. This is a finding of fact that cannot be characterised as perverse, as it is clear from the evidence led, the factual matrix of the setting of there being a slump in the market, in which the performance of the contract took place, as well as the ambiguity as to whether the correspondence referred to contractual price or “mixed” price, and thus, is a possible view to take.” MMTC’S CONTRACT WITH BMA – SAME PERIOD / SAME PRICE (APPROXIMATELY): –

81. Dealing with the aspect of the contracted price, namely, US$ 300 PMT, Mr. Kaul highlighted the fact that MMTC had a parallel contract with BHP Billiton Mitsubishi Alliance (BMA). Under the said contract, MMTC lifted five lakh tons of hard coking coal at US$ 300 PMT (Goonyella Middle Seam brand) and US$ 292.5 PMT (Torrington brand) and US$ 270 PMT (soft coking coal) and absolutely no grievance was made about the said contract with BMA. Quantities were lifted and price paid without demur, contends Mr. Kaul. Mr. Kaul further submitted that in fact the price paid to BMA was used as a defence when Anglo sought damages pointing to market price at US$ 126 PMT. The argument of MMTC before the arbitrators was that there was no scope for damages as the market price was what they had paid to BMA.

82. In response to the aspect of supply by BMA, learned ASG submitted that the said transaction was vastly different from the one entered with MMTC. The learned ASG submitted that 368 a. The agreement entertained between BMA and MMTC was qua 5,00,000 MT hard coking coal and 3,00,000 black water soft coking coal whereas Addendum 2 with Anglo by MMTC was only qua 4,66,000 hard coking coal. b. BMA showed flexibility, commercial wisdom and prudence by providing coking coal at the rate agreed that is US$ 292.50 for Torrington brand coking coal and US$ 270 Black water soft coking coal in a staggered manner which commenced from 25.05.2009 till 23.06.2012. c. BMA continued to supply the much needed hard coking coal to the tune of 3,21,410 MT for operating the NINL plan at the prevailing market rate that is US$ 122 PMT whereas Anglo adopted an extremely hard and uncompromising stand and refused to supply coking coal, except for one adhoc quantity of 40,446 MT of coking coal at US$ 128.25 PMT on 05.08.2009. d. The quality of coking coal supplied by BMA was different from the one supplied by Anglo. LONG CONTINUANCE OF MR. VED PRAKASH: –

83. Dealing with the contention of the learned ASG that Mr. Ved Prakash, being at the helm of affairs in different senior positions from 2008 to 2020, Mr. Kaul submitted that the arbitration proceedings and the Court proceedings were hotly contested and that at no point was the issue of fraud and collusion and breach of fiduciary duty in the making of the contract ever raised. Mr. Kaul pointed out that Mr. Ved Prakash retired on 29.02.2020 when judgment was reserved in the Section 37-Appeal of MMTC. The judgment was pronounced on 02.03.2020 in favour of MMTC and cited this to rebut the contention that Mr. Ved Prakash and team played a friendly match. Mr. Kaul further submitted that Anglo carried the matter further to this Court and by a detailed judgement this Court upheld the award and restored the findings of the learned Single Judge.

84. Mr. Kaul invited our attention to the following findings of this Court in judgment dated 17.12.2020. “3. “Under clause 2 of the LTA, which refers to “Price”, for subsequent Delivery Periods, including the “Fifth Delivery Period”, with which we are directly concerned, [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited it is undisputed that when read with Annexure I of the LTA and a letter dated 14.08.2008, setting out the terms of the Fifth Delivery Period, the price fixed at $300 per metric tonne …. “ 10. “Shri Kapil Sibal, learned Senior Advocate appearing on behalf of the Appellant, painstakingly took us through the LTA and the entire correspondence that ensued between the parties. He argued that all the findings given by the Majority Award were findings of fact, there having been little dispute on the construction of any term of the LTA; no dispute as to the contracted quantity of coal that was to be supplied in the Fifth Delivery Period, i.e. 466,000 metric tonnes: no dispute as to the price at which such coal was to be supplied, i.e., at the rate of $300 per metric tonne; and no dispute as to the quantity of coal that remained unlifted, i.e., 454,034 metric tonnes. The only issue before the Arbitral Tribunal was whether the Appellant was unable to supply the contracted quantity of coal at the contractual price, or whether the Respondent was unwilling to lift the quantity of coal at the contractual price, both being purely questions of fact as to the performance of contractual obligations stemming from the LTA.” 14. “Shri Mukul Rohatgi, learned Senior Advocate appearing on behalf of the Respondent, supported the impugned judgment of the Division Bench … According to him… the Respondent was in a position to take supplies, and did in fact demand that supplies of coal be made in accordance with the LTA.” 17. “The first and most important point, therefore, to be noted is that this is a case in which there is a finding of fact by the Majority Award that the Appellant was able to supply the contracted quantity of coal for the Fifth Delivery Period, at the contractual price, and that it was the Respondent who was unwilling to lift the coal, owing to a slump in the market, the Respondent being conscious of the fact that mere commercial difficulty in performing a contract would not amount to frustration of the contract. It was for this reason that the Respondent decided, as an 370 afterthought, in reply to the Appellant’s legal notice dated 04.03.2010, to attack the Appellant on the ground that it was the Appellant that was unable to supply the contracted quantity in the Fifth Delivery Period.” IMPACT OF THE FIRST INFORMATION REPORT: –

85. Mr. N. Venkataraman, learned ASG, drew attention to the complaints filed by MMTC which resulted in the registration of the First Information Report on 21.07.2025. The FIR is registered for offences under Section 120(B), IPC, and Sections 13(2) read with 13(1)(d) of the Prevention of Corruption Act, 1988 [PC Act]. The FIR is lodged by Shri Abhay Kumar, General Manager, MMTC, New Delhi. The FIR records that the information prima facie disclosed commission of offences punishable under the Sections referred to above. The FIR is registered against 13 named officials of MMTC, against the Anglo, against unknown officials of MMTC and Anglo and other unknown persons.

86. FIR refers to the background of the Long Term Agreement (LTA) dated 07.03.2007 details about the 5th delivery period; the quantity agreed to be procured and the price of US$ 300 PMT, labeled as massively inflated. The FIR makes reference to Addendum 2 dated 20.11.2008 having been entered into ignoring NINL letter of 16.10.2008 and attributes collusion between MMTC and Anglo officials for execution of Addendum 2 at a peak price when the Lehman Brothers collapse happened in September 2008.

87. The FIR further mentions that the SPCoD approved Addendum 2, based on misleading inputs from Mr. Ved Prakash and Suresh Babu who failed to disclose the reduced demand and obtained approval under false pretences amounting to administrative frauds. A reference is also made to the letter of the same dated 20.11.2008 seeking reduction of price. FIR refers in detail to the subsequent correspondence which, according to the complaint, discloses that officials did not assert the legal position of MMTC against Anglo. A particular reference is made to the use of phrase “we are not denying our obligation” in the letter of 25.09.2009 which, according to the complaint, weakened the MMTC’s defense in arbitration.

88. The FIR refers to an allegation about Anglo providing reduced price US$ 128 PMT and staggered deliveries to SAIL and RINL but refusal [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited of the same to MMTC/NINL. It alleges that MMTC officials failed to invoke parity or renegotiation clauses, indicating deliberate inaction. It was stated in the FIR that all this suggested that there was exchange of unlawful and illegal consideration between the erring officials of MMTC and Anglo.

89. As will be noticed above, the gravamen of the allegations in the FIR is similar to the allegations set out in the proceedings before us which we have discussed in detail hereinabove.

90. Alluding to the First Information Report, Mr. Kaul submitted that the whole attempt to file a criminal complaint and get the FIR registered is a malicious attempt to wriggle out of the award and mere pendency of the FIR could not render the award inexecutable. Mr. Kaul submitted that MMTC filed a criminal complaint with the CBI on 02.09.2022 with the follow-up complaint on 23.11.2022. The CBI registered the preliminary enquiry on 09.01.2023. MMTC moved the CBI Court seeking a direction to register the FIR. The CBI Court passed a judgment on 09.05.2024 stating that it did not have power to direct the CBI to register the FIR. On 01.03.2025, MMTC filed a Revision Petition against CBI Court’s order before the High Court. In the meantime, the Executing Court allowed the Enforcement Petition and dismissed the MMTC’s objections on 09.05.2025 which is the order impugned herein.

91. During the pendency of this Special Leave Petition, and when arguments have been heard on 22.05.2025 and 23.05.2025 and when the matter was posted after the partial working days i.e., for 24.07.2025, on 20.07.20205 MMTC filed the follow-up complaint with the CBI and the CBI, very promptly, registered the FIR on 21.07.2025. Mr. Kaul submitted that all this was done when the matter was part-heard only to create some support to the allegations of fraud. Mr. Kaul made a grievance that no leave of the Court was taken and that MMTC had resorted to abuse of the legal process of the Court. Mr. Kaul submits that execution of the award cannot be kept in abeyance pending an FIR based on a self-serving and convenient criminal complaint.

92. The FIR has been filed for the offences punishable under Section 120B, IPC, read with Section 13(2) and 13(1)(d) of the PC Act, against named public servants of MMTC the respondent company, unknown officials of MMTC and the respondent. 372

93. Mr. Kaul, learned Senior Counsel, submitted that had there been criminal conspiracy/fraud, the common course of human conduct of recalcitrant parties would be to lift the coal at the agreed price, pay the amount, and share the booty. Instead, here was a case where not only was the contracted quantity not lifted except to the extent of 11,966 MT, leaving a huge amount of contracted quantity un-lifted, Anglo had to litigate for the last 15 years and have still not seen the fruits of the award. To say that there was collusion, submits Mr. Kaul, would be completely unjustified. ANALYSIS

94. We have set out hereinabove the contentions of both the parties to enable us to examine the issue whether at least prima facie the case of breach of fiduciary duty has been established by MMTC in this appeal. From the analysis of the pros and cons of the case advanced by both the parties, the following undisputed facts/irresistible deductions emerge:- a. That there was a Long Term Agreement (LTA) between the parties on 07.03.2007 which for the first three delivery periods clearly prescribed the quantity of 4,66,000 MT as the yearly base quantity of which 4,64,374 MT was fixed for the first delivery period, 3,82,769 MT was fixed for the 2nd delivery and 4,66,000 was fixed for 3rd delivery period. b. In clause 2 of the LTA, the price for the 1st and 2nd delivery period was prescribed. For the subsequent delivery period, the price was fixed in accordance with para 1 of the General Conditions of the Agreement (GCA). Para 1.1 of GCA prescribed that the price was to be mutually discussed and settled at the same price as settled between Anglo and SAIL/RINL. c. Under clause 1.3 of the LTA, the option to extend the duration of the agreement was to be exercised by 31.01.2007. It has not been disputed before us that a MoU dated 30.01.2007 was executed between MMTC and Anglo. Under the MoU read with Clause 1.3 of LTA, supply of a quantity of 4,66,000 MT at a price to be finalized by the Empowered Joint Committee for SAIL/ RINL was agreed upon. The contract was extended further for 2 years, covering the 4th and 5th delivery period. [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited d. MoU also indicates that based on correspondence and even before the execution of the Long Term Agreement, the first, 2nd and part of the 3rd delivery period was even completed. So parties had, based on correspondence, discharged their obligations. e. It is not disputed that the 4 delivery periods namely the first, second, third and fourth passed on peacefully with no dispute between the parties. f. The 5th delivery period was to begin on 01.07.2008. However, the 4th delivery period under the 3 month extension clause stood extended till 30.09.2008 and in fact was further extended for a month to 30.10.2008. g. It is also not disputed that the Empowered Joint Committee on 8th and 9th May 2008, did approve a price of US$ 300 PMT for supply for coal to SAIL/RINL. This is important because the price fixed for SAIL/RINL is linked to the price that MMTC was to pay. h. It is also not disputed that with the last shipment of the 4th delivery period, 2366 MT pertaining to the 5th delivery period was also shipped on 30.10.2010. i. The EJC, fixed the price for the 5th delivery period on 8th and 9th May 2008. The Lehman brothers fiasco happened in mid- September 2008. j. The internal note for the finalization of terms for the 5th delivery period is of 03.06.2008 which expressed the concern that the spot price for coal was US$ 400 PMT FOB. k. The Addendum signed on 20.11.2008 followed after the quantity of 2366 MT as part of the 5th delivery period had already been shipped. The explanation of the learned ASG is that this was only to save dead freight. l. SPCoD approval Minutes of 06.10.2008 was also signed by Mr. H.S. Mann whose initial note of April 2008 was one of the main points urged by MMTC before us. The approval also noticed the recent fall in prices of pig iron and steel products and did in fact suggest exploring possibility of reduction in quantity. m. The explanation of Anglo that NINL had no say in the quantity since the quantity was fixed in the LTA and MoU and that in fact, NINL’s approval was only for the specification is a plausible one. 374 n. That MMTC purchased coal from BMA at US$ 300/292 PMT which had not been disputed and in fact the argument in the proceedings to set aside the award was based on the price paid to BMA to contend that no damages occurred to Anglo. Further, the stand of the learned ASG insofar as the supply by BMA is concerned as dealt with above shows that there was indeed supply by BMA at the rate of US$ 292 PMT and US$ 270 PMT, though the period of carryover offered may have been different. o. The exercise of writing a letter on 20.11.2008, namely, the same day as the Addendum No.2 has been explained as an attempt by MMTC to renegotiate the price. Per se on this basis and without anything more, nothing sinister could be imputed. There has been no convincing explanation from the appellant to the argument of Anglo that the common course of human conduct of conspiring parties would be to lift the coal at the agreed price, pay the amount and share the booty, instead of litigating for 15 years. p. The subsequent correspondence and the context in which they were written viewed in the background of the findings of this Court do not indicate that it was a friendly fight intended to commit certain admissions in the correspondence. On the concept of carryover also, the explanation by Anglo that there was no discrimination between the contract with MMTC and contract with SAIL and that a carryover offered in the respective contracts have to be viewed in the background of the “delivery periods in question” of the respective contracts is a plausible explanation borne out from the records. q. A First Information Report by itself is only a document to set in motion a legal process. It is the version of one party and by itself we are not able to, for the reasons set out above, declare that the award upheld by this Court should be rendered inexecutable. r. The argument that Mr. Ved Parkash orchestrated the arbitration and the litigation before the High Court of Delhi and facilitated success for Anglo is also not convincing because when Mr. Ved Prakash was at the helm, the Section 37 proceedings were prosecuted by MMTC successfully. While Ved Prakash retired on 29.02.2020 the Delhi High Court pronounced its judgement in favour of MMTC on 02.03.2020. [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited s. Ultimately, the arbitration was fought over a period of 2 years before the arbitrators and the matter was fought in the Delhi High Court and this Court for over a period of 6 years till this court restored the award and set aside the judgment of the Division Bench. t. The only two arguments raised before the arbitrators and Court were:- i. Anglo was incapable of supplying the agreed quantity. ii. In any event, there was no loss in the form of damages as the market price was in the range of US$ 300 PMT as is evident from the supply done by BMA. CONCLUSION: –

95. In the light of the above analysis, we are not able to conclude, on the material furnished before us, that the Senior Managerial personnel involved at the helm in MMTC during the relevant period acted in a manner as no reasonable personnel/director in the circumstances would have acted. We are also not able to conclude on the material furnished that the decisions taken were not within the range of reasonableness or that the course adopted by them was not one, a reasonably competent personnel/director would adopt. Applying the business judgment rule, the course adopted by them cannot be said to be one to which a court of law would not defer to. The appellants have not been able to even prima facie demonstrate that circumstances exist to conclude that the personnel of MMTC did not act in the best interest of the company.

96. The appeal challenges, in the prayer clause, the judgment dismissing the objections in OMP (ENF.) (COMM.) 19 of 2018. Though in the prayer clause, there is no challenge to dismissal of the application under Order XXI Rule 29 filed in EX/application (OS) 1806 of 2024, in Para 1 of the civil appeal the appellants have indicated that they are aggrieved by the said order also. Order XXI Rule 29 provides for stay of execution pending suit between decree holder and judgment debtor. We were, however, told that the suit filed itself now stands rejected under Order VII Rule 11 but a regular first appeal in RFA 28 of 2025 has been filed. Hence, an occasion for considering an Order XXI Rule 29 Application does not arise. 376

97. We are dealing with an objection filed under Section 47 claiming that the award as upheld by this Court is inexecutable. As held by this Court in Electrosteel (Supra) the jurisdiction lies in a narrow compass. It is the mandate of this Court that the object of Section 47 is to prevent unwarranted litigation and dispose of all objections as expeditiously as possible. This Court has warned that there is a steady rise of proceedings akin to a retrial which causes failure of realization of the fruits of a decree, unless prima facie grounds are made out entertaining objections under Section 47 would be an abuse of process.

98. An objection petition under Section 47 should not invariably be treated as a commencement of a new trial. In Rahul S. Shah Vs Jinendra Kumar Gandhi and Ors.,14 this Court had the following telling observations to make. “24. In respect of execution of a decree, Section 47 CPC contemplates adjudication of limited nature of issues relating to execution i.e. discharge or satisfaction of the decree and is aligned with the consequential provisions of Order 21 CPC. Section 47 is intended to prevent multiplicity of suits. It simply lays down the procedure and the form whereby the court reaches a decision. For the applicability of the section, two essential requisites have to be kept in mind. Firstly, the question must be the one arising between the parties and secondly, the dispute relates to the execution, discharge or satisfaction of the decree. Thus, the objective of Section 47 is to prevent unwanted litigation and dispose of all objections as expeditiously as possible. 25. These provisions contemplate that for execution of decrees, executing court must not go beyond the decree. However, there is steady rise of proceedings akin to a retrial at the time of execution causing failure of realisation of fruits of decree and relief which the party seeks from the courts despite there being a decree in their favour. Experience has shown that various objections are filed before the executing court and the decree-holder is deprived of the (2021) 6 SCC 418 [2025] 11 S.C.R.  MMTC Limited v. Anglo American Metallurgical Coal Pvt. Limited fruits of the litigation and the judgment-debtor, in abuse of process of law, is allowed to benefit from the subject- matter which he is otherwise not entitled to. 26. The general practice prevailing in the subordinate courts is that invariably in all execution applications, the courts first issue show-cause notice asking the judgment- debtor as to why the decree should not be executed as is given under Order 21 Rule 22 for certain class of cases. However, this is often misconstrued as the beginning of a new trial. For example, the judgment-debtor sometimes misuses the provisions of Order 21 Rule 2 and Order 21 Rule 11 to set up an oral plea, which invariably leaves no option with the court but to record oral evidence which may be frivolous. This drags the execution proceedings indefinitely. 27. This is antithesis to the scheme of the Civil Procedure Code, which stipulates that in civil suit, all questions and issues that may arise, must be decided in one and the same trial. Order 1 and Order 2 which relate to parties to suits and frame of suits with the object of avoiding multiplicity of proceedings, provides for joinder of parties and joinder of cause of action so that common questions of law and facts could be decided at one go.” POSTSCRIPT :- 99. Before we part, a small postscript. Whether in Government, Public Sector Corporations or even in the private sector, the driving force of the entity are the persons who administer them. A certain play in the joints is inevitable for their day-to-day functioning. If they are shackled with the fear that, their decisions taken for the day-to- day administration, could years later with the benefit of hindsight, be viewed with a jaundiced eye, it will create a chilling effect on them. A tendency to play it safe will set in. Decision making will be avoided. Policy paralysis will descend. All this will in the long run prove detrimental not just to that entity but to the nation itself. We are not to be understood to be condoning decisions taken for improper purposes or extraneous considerations. All that we are at pains to drive home is that great caution and circumspection have to be exercised before such allegations are brought forward and 378 adequate proof must exist to back them. Otherwise for fear that carefully built reputations could be casually tarnished, best of talent will not be forthcoming, especially for government and public sector corporations. 100. In view of what is stated hereinabove, we find no merit in the objections filed by MMTC under Section 47 of the CPC. There are no good grounds to entertain the same. The appeal is dismissed. No order as to costs. Result of the case: Appeal dismissed. †Headnotes prepared by: Nidhi Jain