The Andhra Pradesh High Court confirms that, under Section 31(1) & (2) of the Arbitration & Conciliation Act, 1996, an arbitral award signed by the majority is valid, provided dissenting or separate opinions are also signed—even if reasons for omitted signatures are not expressly stated. This decision upholds Supreme Court and coordinate bench precedent and serves as binding authority for arbitration proceedings within Andhra Pradesh.
Summary
| Category | Data |
|---|---|
| Case Name | ICOMAA/1/2025 of M/S ORIND SPECIAL REFRACTORIES LTD Vs M/S RASHTRIYA ISPAT NIGAM LTD |
| CNR | APHC010180392025 |
| Date of Registration | 08-04-2025 |
| Decision Date | 10-09-2025 |
| Disposal Nature | DISPOSED OF WITH COSTS |
| Judgment Author | RAVI NATH TILHARI, MAHESWARA RAO KUNCHEAM |
| Concurring or Dissenting Judges | None (unanimous Division Bench opinion; original arbitral award included majority and dissenting opinions, all signed) |
| Court | High Court of Andhra Pradesh |
| Bench | RAVI NATH TILHARI, MAHESWARA RAO KUNCHEAM |
| Precedent Value | Binding precedent for subordinate courts and persuasive for other High Courts |
| Overrules / Affirms | Affirms existing Supreme Court and coordinate bench precedent on Section 31(1) & (2) of Arbitration & Conciliation Act |
| Type of Law | Arbitration Law (International Commercial Arbitration) |
| Questions of Law | Whether an arbitral award requires signatures of all arbitrators or express stated reasons for omitted signatures under Section 31(1) & (2) of the Arbitration & Conciliation Act, 1996 |
| Ratio Decidendi |
The Division Bench held that an arbitral award is valid if signed by the majority of arbitrators, and it is not necessary to state the reason for omitted signatures when a dissenting or separate signed opinion exists. The reasoning follows Supreme Court authority and clarifies that a separately signed dissent or concurrence by another arbitrator is itself a sufficient record of non-participation in the majority award. Thus, so long as the majority award and any minority/dissenting award are all signed, Section 31(1) & (2) is satisfied. If the prescribed signature requirements are met, the award is not vitiated even if the reason for omitted signature is not separately stated. The court further clarifies the application of this principle to International Commercial Arbitration under the relevant institutional rules. |
| Judgments Relied Upon |
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| Logic / Jurisprudence / Authorities Relied Upon by the Court |
The court closely parsed Section 31(1)-(2) of the Arbitration Act and applicable ICA Rules. It adopted the Supreme Court’s interpretation in Dakshin Haryana Bijli Vitran Nigam Ltd.—that signature by the majority is mandatory, but a stated reason for omitted signature is not needed if a dissenting arbitrator gives a separate, signed opinion. The court noted that minority and concurring opinions, when signed, fulfill the statutory requirement as their content and existence explain the absence on the majority award. Distinctions were drawn with cases where there was neither signature nor a stated reason or dissension. |
| Facts as Summarised by the Court |
The appellant (Orind Special Refractories, China) supplied ladles to the respondent (Rashtriya Ispat Nigam Ltd., India) under a contract. Disputes arose over the calculation and deduction of liquidated damages and foreign exchange rates, resulting in invocation of arbitration. The Tribunal issued a majority award (signed by the Presiding and one Co-Arbitrator) and a separate, signed dissent by the other Co-Arbitrator. The Single Judge dismissed the challenge under Section 34. In this Division Bench appeal, the central issue was whether the majority award was invalid under Section 31, as not all arbitrators signed a single award and reasons for omission were not expressly recorded. |
Practical Impact
| Category | Impact |
|---|---|
| Binding On | All subordinate courts in Andhra Pradesh; arbitral tribunals seated in Andhra Pradesh |
| Persuasive For |
|
| Overrules | None (affirms and applies prior Supreme Court and coordinate bench precedent) |
| Distinguishes |
|
| Follows |
|
What’s New / What Lawyers Should Note
- The court affirms that a majority-signed arbitral award is valid even if all arbitrators do not sign the same document, so long as dissenting or separate concurring opinions are also signed.
- An express reason for the omitted signature is not necessary where the dissenting arbitrator’s separate, signed opinion is on record.
- Lawyers challenging awards under Section 34/37 should focus on the actual presence or absence of signed opinions, not merely the lack of all signatures on one award.
- Photostat or scan quality will not by itself question authenticity if a signed, original or copy can be shown to exist elsewhere.
- This judgment is a clear application of Supreme Court and coordinate bench precedent; arguments based on Section 31(1)-(2) must acknowledge this.
Summary of Legal Reasoning
- The court started with the statutory language of Section 31(1)-(2) of the Arbitration & Conciliation Act, 1996, requiring signature by all, but permitting majority signature with stated reason for omissions.
- Relying on Supreme Court authority (Dakshin Haryana Bijli Vitran Nigam Ltd. v. Navigant Technologies) and coordinate bench judgments, the court held the signature requirement is mandatory.
- However, where a dissenting arbitrator writes and signs a separate award, this itself constitutes a “reason for any omitted signature”—as the arbitrator’s non-signature on the majority award is explained by their dissenting, signed opinion.
- The court distinguished cases (such as MTNL v. Siemens and ISC Projects v. SAIL) where neither signature nor a separate dissent was present, making those situations non-compliant.
- The factual record showed all arbitrators had signed their respective awards/opinions—no violation of Section 31 arose. The argument about the Single Judge’s reasoning on document quality was rejected; the true issue was the existence of signed originals.
- The Single Judge was found to have properly considered and applied Section 31(1)-(2) and relevant precedents; the appeal was dismissed with costs.
Arguments by the Parties
Petitioner (Appellant: Orind Special Refractories Ltd.)
- The arbitral award was not signed by all arbitrators; no reasons for omitted signature were recorded, violating Section 31(1)-(2) of the Act.
- Even if not pleaded in written submissions, this is a pure question of law, and the Single Judge should have set aside the award for statutory non-compliance.
- The alleged majority award’s endorsement did not meet Section 31 requirements.
- The Single Judge’s finding about ink/photostat quality was presumptive and not substantiated by the record.
Respondent (Rashtriya Ispat Nigam Ltd.)
- The Presiding Arbitrator and Co-Arbitrator-2 signed the majority award via separate documents; Co-Arbitrator-1 authored and signed his dissent.
- Submission and compilation of all awards to the institutional Registrar was consistent with Section 31 and ICA Rules.
- There is no prescribed procedure that all arbitrators must sign the same document; concurring or dissenting opinions may be separately signed.
- The Single Judge did consider Section 31 compliance and the relevant case law; no illegality or irregularity exists.
Factual Background
The dispute arose from a contract for supply of steel ladles by Orind Special Refractories (China) to Rashtriya Ispat Nigam Ltd. (India). Disagreements occurred over deductions related to liquidated damages and the applicable foreign exchange rate. The respondent made significant deductions from payments due, leading the appellant to seek recovery through arbitration.
The Arbitral Tribunal delivered a majority award (signed by Presiding and Co-Arbitrator-2), with a separate, signed dissent by Co-Arbitrator-1. The Single Judge, on a Section 34 application, upheld the majority award. On appeal under Section 37, the focus was on whether signature and procedural requirements of Section 31 were met.
Statutory Analysis
- Section 31(1) of the Arbitration & Conciliation Act, 1996 requires that an arbitral award be made in writing and signed by the members of the tribunal.
- Section 31(2) provides that in cases with more than one arbitrator, the signatures of the majority suffice as long as the reason for any omitted signature is stated.
- The court clarified that the existence of a signed, separate dissenting or concurring opinion by a minority arbitrator is itself a sufficient record for non-signature on the majority award; a further express reason is not needed.
- The court also referenced applicable institutional arbitration rules (ICA Rules), which echo Section 31(1)-(2) requirements.
Dissenting / Concurring Opinion Summary
No dissenting or concurring opinion in the High Court’s judgment. (The arbitral award itself included a signed dissent, on which this legal principle was adjudicated.)
Procedural Innovations
- The court confirmed that even if arguments pertaining to Section 31(1)-(2) statutory non-compliance are not pleaded in initial filings, they may be addressed in appeal, as the requirement goes to the validity of the award (pure question of law).
- The court allowed filing of additional evidence (Memo bringing proper copies of signed awards) to clarify the factual matrix on signatures.
Alert Indicators
- ✔ Precedent Followed – The court follows and applies established Supreme Court and High Court precedent on Section 31(1)-(2) of the Arbitration & Conciliation Act, 1996.