Tata Sons and NTT Docomo jointly informed the Delhi High Court on Tuesday about a settlement plan reached by the two companies to end the dispute over the enforcement of a $1.18 billion arbitral sum, awarded by the London Court of International Arbitration (LCIA) in favour of the Japanese telecom giant in June 2016.
Senior advocate Darius Khambata, appearing on behalf of Tata, while highlighting the terms of the settlement, which was filed as an application before court and stated that as a result, “Tata Sons withdraws its objections to the enforcement of the arbitration award in favour of NTT Docomo”.
According to a statement issued by Tata Sons, the company has reached this agreement to end this dispute with NTT Docomo and as a gesture of good faith in accordance with the company’s longstanding record of adherence to contractual commitments. The statement continues to say that such a settlement has been made to further the larger national interest and preserve a fair investment environment in the country.
As part of the understanding, Docomo has also agreed not to press for the enforcement of the award in any other court for a period of six months, within which time the two companies are expected to fully resolve the issue in line with the terms of the settlement.
According to a NTT Docomo statement, the settlement terms clear the way for the $ 1.18 billion already deposited by Tata Sons and will allow Docomo to transfer its shares in Tata Teleservices. “Today's agreement is a significant step towards resolution of this dispute, and Docomo is hopeful that the two parties will continue to work together constructively to achieve a resolution. Full satisfaction of the award through the Delhi High Court's judgment will enable Docomo to consider reinvestment of an amount in India, under a new cooperative relationship with Tata Sons,” the statement continues.
The two-year long arbitration proceedings between the companies related to disputes over Tata Sons inability to buy-back NTT Docomo’s 26% share in their joint venture (JV) Tata Teleservices, as had been initially agreed upon by the two groups in their JV agreement.
According to the terms of the JV, NTT Docomo had been allowed the option of exiting the venture after a period of three years at a pre-determined share price, which were to be bought by Tata Sons or an external buyer which the Indian company was to arrange.
In 2014, after the collaboration consistently failed in generating the desired returns, NTT Docomo decided to exercise its exit option at a time when the share price of Tata Teleservices had plummeted far below the earlier agreed exit agreements. Unable to find a buyer, Tata Sons made an application to the Reserve Bank of India (RBI) to purchase the shares as per the terms of the venture.
The RBI refused the application on the ground that such a transfer could not be made at a pre-determined share price on a later date, as per existent foreign exchange and securities regulations.
The dead-lock resulted in the international arbitral proceedings that followed, resulting in the June 22, 2016 award sought to be enforced by Docomo in India, the UK and the USA. After the award, Tata had approached the RBI once again for permission to comply with the terms of the adjudication, but this second application was also rejected by the regulator leading to the present proceedings before the Delhi High Court.
With the announcement of this settlement between the two companies, the only thorn that remains to ending this long drawn dispute is the objection made by the RBI before court, which will be heard by Justice Muralidhar on March 8, the next date of hearing.
Timeline of events in the NTT Docomo-Tata Sons dispute
November 2008: NTT Docomo purchases a 26 percent stake in the Tata Teleservices for $ 2.22 billion in terms of the joint venture agreement
August 2010: NTT Docomo decides not to invest a further $ 1 billion in the Teleservices venture
July 2014: NTT Docomo exercises exit option against Tata Sons on previously agreed terms
November 2014: Unable to find an external buyer, Tata Sons makes an application with RBI to purchase NTT Docomo stake
at Rs 58 per share amounting to Rs 27,000 crore
December 2014: Tata Sons deadline to find external buyer/purchase shares expires
January 2015: NTT Docomo approaches London Court of International Arbitration against breach of the joint venture agreement
March 2015: RBI refuses Tata Sons November 2014 application to purchase NTT Docomo’s shares at the pre-determined rates
July 2015: NTT Docomo refuses to accept Tata Sons offer to buy stake at fair market value of Rs 23 per share amounting to Rs 11,000 crore (less than half of the previously agreed price)
June 2016: London Court of International Arbitration awards $1.17 in favour of NTT Docomo
July 2016: NTT Docomo approaches Delhi High Court to enforce international arbitration award – RBI reiterates former stance against stake-sale via letter issued to Tata Sons – Tata Sons agrees to deposit full sum of the award with the Delhi High Court pending final determination
July 2016: NTT Docomo obtains London Commercial Court ex-parte order allowing enforcement of award against Tata Son’s UK assets
September 2016: Tata Sons files affidavit opposing the enforcement of the international award in Delhi High Court
October 2016: RBI intervenes in Delhi High Court challenging the enforcement of the award
February 2017: Tata Sons and NTT Docomo submit joint settlement plan in the Delhi High Court to put an end to the arbitral dispute
Timeline of events in the NTT Docomo-Tata Sons dispute
November 2008: NTT Docomo purchases a 26 percent stake in the Tata Teleservices for $ 2.22 billion in terms of the joint venture agreement
August 2010: NTT Docomo decides not to invest a further $ 1 billion in the Teleservices venture
July 2014: NTT Docomo exercises exit option against Tata Sons on previously agreed terms
November 2014: Unable to find an external buyer, Tata Sons makes an application with RBI to purchase NTT Docomo stake
at Rs 58 per share amounting to Rs 27,000 crore
December 2014: Tata Sons deadline to find external buyer/purchase shares expires
January 2015: NTT Docomo approaches London Court of International Arbitration against breach of the joint venture agreement
March 2015: RBI refuses Tata Sons November 2014 application to purchase NTT Docomo’s shares at the pre-determined rates
July 2015: NTT Docomo refuses to accept Tata Sons offer to buy stake at fair market value of Rs 23 per share amounting to Rs 11,000 crore (less than half of the previously agreed price)
June 2016: London Court of International Arbitration awards $1.17 in favour of NTT Docomo
July 2016: NTT Docomo approaches Delhi High Court to enforce international arbitration award – RBI reiterates former stance against stake-sale via letter issued to Tata Sons – Tata Sons agrees to deposit full sum of the award with the Delhi High Court pending final determination
July 2016: NTT Docomo obtains London Commercial Court ex-parte order allowing enforcement of award against Tata Son’s UK assets
September 2016: Tata Sons files affidavit opposing the enforcement of the international award in Delhi High Court
October 2016: RBI intervenes in Delhi High Court challenging the enforcement of the award
February 2017: Tata Sons and NTT Docomo submit joint settlement plan in the Delhi High Court to put an end to the arbitral dispute