The Delhi High Court dismissed Ramakrishna Teletronics’ appeal under Section 37 of the Arbitration Act, upholding an arbitral award that rejected its claims and allowed Top Victory Investments’ counterclaims. The Court held that alleged settlement letters and handwritten amendments relied upon by the appellant were not proved and could not absolve contractual liability. Reiterating the narrow scope of interference under Sections 34 and 37, the Court refused to re-appreciate evidence or disturb concurrent factual findings.

Legal Issue

Whether the arbitral award dismissing the appellant’s claims and allowing the respondent’s counterclaims could be set aside under Section 34 of the Arbitration and Conciliation Act, 1996, and whether alleged settlement letters dated 06.05.2013 and 17.05.2013 absolved the appellant of liability.

Brief Facts

The appellant, Ramakrishna Teletronics Pvt. Ltd., was appointed as a non-exclusive distributor for AOC-branded televisions in Andhra Pradesh, Karnataka, and Tamil Nadu under three distribution agreements dated 05.09.2012 with Top Victory Investments Ltd. Due to adverse market response, the appellant issued a communication on 30.04.2013 to retailers and vendors for the return of unsold stock. On 06.05.2013, the respondent issued a settlement letter, but the appellant alleged that handwritten additions were made to absolve it of responsibility for dealer debts and VAT losses. Subsequently, a fresh settlement letter dated 17.05.2013 was allegedly issued under the signature of Ms. Seema Bhatnagar, Director of the respondent. Acting on this, the appellant returned all stocks and claimed that the respondent agreed to clear VAT losses amounting to ?2,51,86,256. Later, disputes arose, and arbitration was invoked. On 16.06.2017, the Sole Arbitrator dismissed the appellant’s claims and upheld the respondent’s counterclaims, finding that the alleged handwritten amendments and the 17.05.2013 letter were not proved.

The appellant challenged the award under Section 34 before a Single Judge, arguing that the Arbitrator failed to consider the original 06.05.2013 letter, which was admitted by the respondent. The Single Judge dismissed the petition, holding that the appellant had not pleaded the original letter as a settlement, and the alleged amended and subsequent letters remained unproved. The appellant then filed the present appeal under Section 37 of the Act before the Division Bench.

Judgment 

The Division Bench dismissed the appeal, affirming the findings of both the Arbitrator and the Single Judge. The Court held that the appellant’s case rested entirely on the alleged handwritten amendments to the 06.05.2013 letter and the purported 17.05.2013 letter. Both documents were found unproved, with serious doubts about authenticity. Emails relied upon were undated or lacked proper verification, and originals were not produced. The Arbitrator rightly concluded that the original 06.05.2013 letter was only an offer to reduce outstanding dues by accepting return of unsold stock and payments directly from dealers, not a full and final settlement absolving the appellant of liability. Since the appellant never pleaded the original 06.05.2013 letter as a settlement, there was no occasion for the Arbitrator to treat it as such.

The Division Bench emphasized the limited scope of judicial interference under Section 37 of the Arbitration Act, citing UHL Power Company Ltd. v. State of Himachal Pradesh (2022 INSC 20). Courts cannot re-appreciate evidence or substitute their view for that of the Arbitrator unless findings are perverse or without basis. Since the Arbitrator had a factual basis for rejecting the appellant’s defence and the Single Judge had correctly upheld it, no interference was warranted. The appeal was therefore dismissed, with no order as to costs.

This judgment reinforces the principle that settlement letters or modifications must be strictly proved; mere allegations or unverified emails are insufficient. It clarifies that original documents admitted by the opposite party cannot be retroactively construed as settlements unless pleaded as such. It strengthens the jurisprudence on minimal judicial interference under Sections 34 and 37 of the Arbitration Act, aligning with Supreme Court precedent, and provides a cautionary precedent for distributors and commercial parties that handwritten amendments or informal communications cannot override formal contractual obligations unless duly proved and authorized.

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Case Name

Ramakrishna Teletronics Pvt. Ltd. v. Top Victory Investments Ltd.

Neutral Citation

2025:DHC:11245-DB

Date

12 December 2025 (Judgment reserved on 28 November 2025)

Bench

Hon’ble Mr. Justice V. Kameswar Rao
Hon’ble Mr. Justice Vinod Kumar
(Delhi High Court, Division Bench)