JUDGMENT : Moushumi Bhattacharya, J. 1. This petition is for setting aside of an Award dated 22nd February 2017 passed by a learned sole Arbitrator in an Arbitration proceedings between the petitioner (claimant therein) and the Eastern Railways. By the Award, the learned Arbitrator rejected the claim of the petitioner for refund of the security money deposited by the petitioner, and forfeited by the railways through invocation of a bank guarantee furnished by the petitioner. The petitioner is further aggrieved by the learned Arbitrator allowing the counter claim of the respondent railways in relation to forfeiture of the same security deposit, refund of which had been claimed by the petitioner in the Arbitration Proceedings. In this Arbitration Petition, the petitioner has challenged the rejection of its claim for refund of security deposit of Rs.3,79,200/-, which had been forfeited by the Railways. 2. The facts are required to be set out in brief: 3. The petitioner participated in an e-tender floated by Eastern Railways for manufacture and supply of elastic rail clips and was declared as the successful tenderer. The respondents issued a letter of acceptance in favour of the petitioner dated 31st August 2015 which was accepted by the petitioner on 11th September 2015. Immediately thereafter, the petitioner faced labour unrest at its factory premises leading to a declaration of suspension of work in the factory with effect from 17th September 2015. The petitioner communicated the fact of suspension of work to various statutory authorities and also communicated the situation prevailing in the factory of the petitioner to the respondents by a letter dated 21 September 2015, indicating that the situation is covered by the Force Majeure Clause under Clause 24.0 of the conditions of tender. The aforesaid letter was received by the respondents. The respondents by a letter dated 6th October 2015, insisted upon the petitioner depositing the security money. Upon receiving the aforesaid letter, the petitioner intimated to the respondents that the petitioner had invoked the Force Majeure Clause and is thereby exempted from performing the terms and conditions of the agreement and more specifically that the deposit of security money falls within the obligations under the contract and the petitioner cannot be penalised for not depositing the same during the time in which the Force Majeure Clause operates. The petitioner assured the respondents that it would deposit the security money within seven days of revocation of the suspension of work in its factory premises. The petitioner and the respondents thereafter held meetings on 2nd November 2015 and at the request of the respondents, the petitioner agreed to submit the security deposit by way of a bank guarantee which was confirmed by a letter dated 4th November 2015 written by the petitioner and accepted by the respondents. The respondents thereafter terminated the contract by a letter dated 11th December 2015 which mentioned inter-alia that a penalty equivalent to the security deposit amounting to Rs.3,79,200 would be imposed on the petitioner. On 19th January 2016, the respondents invoked the bank guarantee on account of breach of contract committed by the petitioner for a sum of Rs.3,79,200/-. The petitioner invoked the Arbitration Clause on 18th May 2016 soon thereafter and referred the dispute to Arbitration. The impugned Award was published on 22nd February 2017. 4. Mr. Raja Basu Chowdhury, learned Counsel appearing for the petitioner submits that the Award has been passed against the petitioner without proper reasons and challenges the finding of the learned Arbitrator that the deposit of security money did not come under the purview of the Force Majeure Clause. Counsel submits that the decision of the learned Arbitrator that the respondent is entitled to forfeit the security deposit of Rs.3,79,200/- is on an erroneous construction of the Force Majeure Clause and the Award should be set aside on this ground. Counsel submits that there cannot be any doubt that the suspension of work at the petitioner’s factory is covered under the Force Majeure Clause. 5. Counsel submits that there cannot be any doubt that the suspension of work at the petitioner’s factory is covered under the Force Majeure Clause. 5. Clause 24 of Force Majeure Clause is set out below:- “If at any time, during the continuance of this contract, the performance in whole or in part by either party of any obligation under this contract shall be prevented or delayed by reason of any war, hostility, acts of public enemy, civil commotion, sabotage, serious loss or damage by fire, explosions, epidemics, strikes, lockouts or acts of God (hereinafter, referred to events) provided, notice of the happening of any such event is given by either party to the other within 30 days from the date of occurrence thereof, neither party shall by reason of such event, be entitled to terminate this contract nor shall either party have any claim for damages against the other in respect of such non-performance of delay in performance, and works under the contract shall be resumed as soon as practicable after such event has come to an end or ceased to exist, and the decision of the Engineer as to whether the works have been so resumed or not shall be final and conclusive, PROVIDED FURTHER that if the performance in whole or in part of any obligation under this contract is prevented or delayed by reason of any such event for a period exceeding 120 days, either party may at its option terminate the contract by giving notice to the other party.” 6. It is further submitted that once the Force Majeure Clause is invoked, the petitioner is protected from performing its obligations under the contract till such time the particular event has ceased to exist. According to Counsel, the deposit of security money as mentioned in Clause 4.2 of the “General Conditions of Tender for Supply Contract” forms part of the obligations under the contract and hence the petitioner was under no obligation to make the security deposit until such time the “lockouts” (as stated in the Force Majeure Clause), continued. It is also submitted that the deposit of the security money applies only after the letter of acceptance has been confirmed by the petitioner and hence the deposit becomes part of the obligations to be performed under the concluded contract. It is also submitted that the deposit of the security money applies only after the letter of acceptance has been confirmed by the petitioner and hence the deposit becomes part of the obligations to be performed under the concluded contract. He also submits that once the respondents had accepted the security deposit by way of a bank guarantee, no penal action would be initiated against the petitioner since the respondents had condoned the alleged delay in deposit of security money under the Force Majeure Clause. Counsel relies upon Associate Builders Vs. Delhi Development Authority reported in (2015) 3 SCC 49 , on the point that a decision of an Arbitrator can be interfered with if the Arbitrator construes the Contract in a manner which is in consistent with the construction given by a reasonable or a fair minded person. 7. Ms. Aparna Banerjee, learned Counsel appearing for the respondents submits that under the letter of acceptance issued on 31st August 2015, the petitioner was required to submit the security deposit within 30 days, that is within 30th September 2015 and up to a maximum period of 60 days, that is within 30th October 2015. She submits that the respondent had requested the petitioner to submit the security deposit by a letter dated 6th October 2015. However, the petitioner made the requisite deposit only on 3rd November 2015 by way of a bank guarantee issued by Vijaya Bank in favour of the respondents. Hence the security deposit was made after expiry of the maximum stipulated period of 60 days and the petitioner had thus violated the tender conditions and the respondent was hence compelled to terminate the contract. A penalty equivalent to the requisite security deposit was also imposed on the petitioner and the bank guarantee of Rs. 3,79,200/- was invoked and the security deposit was forfeited. The case of the respondents in a nut-shell is that they were entitled to take action against the petitioner by terminating the contract and invoking the bank guarantee in accordance with the tender conditions owing to the default on the part of the petitioner to comply with the tender conditions in submitting the security deposit within the stipulated period of time. 8. 8. Counsel submits that the Force Majeure Clause contained in Clause 17 of the Indian Railway Standard Conditions of contract, does not cover payment of security deposit as such deposit is an obligation under the contract. According to Counsel, the petitioner had not commenced performance under the contract, either in whole or in part, and had not started any manufacturing in terms of the tender documents and no formal order had been issued to the petitioner by the respondents for supply of elastic rail clips. Since the Force Majeure Clause envisages “a performance” on the part of either party of any “obligation under this contract”, there is no scope of application of the Force Majeure Clause in relation to payment of security deposit. Counsel relies on M/s. Rashtriya Chemicals & Fertilizers Limited Vs. M/s. Chowgule Brothers & Ors. reported in AIR 2010 SC 3543 , on the point that an Arbitrator does not have jurisdiction to make an Award against the specific terms of the contract executed between the parties. 9. I have considered the submissions of counsel appearing for the parties. The main grievance of the Petitioner is that withholding of the security deposit by the Respondent was unfair since the Respondent terminated the contract after accepting the security deposit. A few of the dates, which are admitted by both the parties, are relevant in this context. 1. 11th September 2015: the Petitioner issued a letter to the Respondent No. 2, acknowledging receipt of the Letter of Acceptance issued by the said Respondent on 31st Aug’15 and confirming its acceptance. 2. 17th September 2015: trouble started at the factory premises of the Petitioner compelling the Petitioner to declare suspension of work. 3. 18th September 2015: the Petitioner informed the local police station and various other statutory authorities about the suspension of work in the Petitioner’s factory premises. 4. 21st September 2015: the Petitioner by way of a letter informed the Chief Administrative Officer, Eastern Railways, regarding the suspension of work since 17th Sep’15 at the Petitioner’s factory premises and informing that the suspension of work was covered under the Force Majeure clause. The contents of this letter were not disputed by the Respondent. 5. 6th October 2015: the Respondent, vide a letter requested the Petitioner to submit security deposit under the contract. 6. The contents of this letter were not disputed by the Respondent. 5. 6th October 2015: the Respondent, vide a letter requested the Petitioner to submit security deposit under the contract. 6. 8th October 2015: the Petitioner by way of a written communication informed the Respondent that the security deposit shall be paid within seven days from the date of revocation of the prevailing condition of suspension of work at the factory premises. 7. 2nd November 2015: joint meeting held between the Parties. 8. 3rd November 2015: the Petitioner issued the security deposit by way of a Bank Guarantee in favour of the Respondent. 9. 4th November 2015: the Petitioner communicated the deposit of security money to the Respondent by way of a letter and the Respondent accepted the security deposit. 10.9th December 2015: suspension of work at the Petitioner’s factory was revoked. 11.11th December 2015: the Respondent terminated the Letter of Acceptance and imposed a penalty equivalent to the security deposit of Rs.,79,200/- (Rupees Three Lac Seventy Nine Thousand Two Hundred only). 12.19th January 2016: the Petitioner was informed by a letter that the Respondent has invoked the bank guarantee on account of breach committed by Petitioner. 13.18th May 2016: the Petitioner invoked the Arbitration Clause and requested the Respondent to appoint the Arbitrator. 10. The above dates demonstrate the arbitrary conduct on the part of the Respondents. According to the Respondents, the Petitioner committed breach of Clause 4.2 of the contract under which the successful tenderer (the Petitioner) would have to submit the security deposit within 30 days from the date of issue of the Advance Acceptance Letter by the Respondent. The Clause further provides for extension of time of up to 60 (sixty) days from the date of issue of the Advance Acceptance Letter and, in case of failure to submit the security deposit even after 60 days from the date of issue of the Advance Acceptance Letter, the contract shall be terminated and penalty equivalent to the security deposit shall be imposed on the Petitioner. From the dates it is evident that if the construction of clause 4.2 of the contract is seen, security deposit was due from the Petitioner 30 days from 31st August 2015 that is, by 30th September 2015/1st October 2015 and until 31st October 2015/1st November 2015, subject to a further extension of 30 days being given by the Respondents. From the dates it is evident that if the construction of clause 4.2 of the contract is seen, security deposit was due from the Petitioner 30 days from 31st August 2015 that is, by 30th September 2015/1st October 2015 and until 31st October 2015/1st November 2015, subject to a further extension of 30 days being given by the Respondents. Admittedly, no letter was written by the Respondent intimating that the Respondent was either contemplating termination of the contract or imposing a penal interest of 15% per annum for each day of the delay beyond 30 days, namely each day after 30th September 2015/1st October 2015. On the other hand, the Respondents were informed of the suspension of work at the factory premises of the Petitioner on 21st September 2015. The Respondent did not dispute the contents of the said letter either then or at any time afterwards. More striking is the fact of the request made by the Respondents to the Petitioner for furnishing of security deposit on 6th October 2015 and the subsequent joint meeting held between the parties on 2nd November 2015. During this time there was no written communication from the Respondents showing even an inclination to remind the Petitioner that the latter was behind schedule by more than a month in furnishing the security deposit. By continuing to persuade the Petitioner to furnish the security money and agreeing to hold a joint meeting with the Petitioner, the Respondents clearly gave a go-by to Clause 4.2 of the Contract. The very fact that the Respondent waited till 4th November 2015 to accept the security deposit, which was almost 36 days after the period mentioned in Clause 4.2 (relied upon by the Respondent for terminating the Contract with the Petitioner), demonstrates that the Respondents had themselves given a go-by to this clause. The Respondents’ action of accepting the security deposit way beyond the contractual timeframe, enjoying the fruits of it, and then terminating the contract with the Petitioner is an unreasonable departure from the very terms framed by it only to make wrongful gains from a party with whom it did not intend to enter into any contractual relationship. The Respondents’ action of accepting the security deposit way beyond the contractual timeframe, enjoying the fruits of it, and then terminating the contract with the Petitioner is an unreasonable departure from the very terms framed by it only to make wrongful gains from a party with whom it did not intend to enter into any contractual relationship. The Respondent had the option of dropping the Petitioner from the zone of consideration as soon as it was informed on 21st September 2015 that the Petitioner was temporarily unable to provide the security money due to the unusual situation prevailing in the Petitioner’s factory. 11. The Respondents terminated the contract a little more than a month after accepting the security deposit from the Petitioner and also imposed a penalty equivalent to the security deposit. It is evident therefore that at the time of accepting the security deposit, the Respondent must have already decided that the Petitioner’s services would not be utilized by the Respondent. 12. The arguments put forth by the parties hinges on the construction of the Force Majeure clause and whether the payment of security deposit by the Petitioner is covered by the said clause. 13. According to the Petitioner the suspension of work is covered by “Lock-outs” in the said clause which means that once the clause is invoked, the Petitioner is protected from performing its obligations under the contract till such event has seized to exist. Further, the part of the clause relating to “during the continuance of this contract, the performance in whole or in part ……” includes deposit of the security money as mentioned in Clause 4.2 of the tender documents since that is an essential obligation of the tenderer under the contract. On the other hand the Respondent has argued that the deposit of security money is outside the purview of the contract since the performance of the contract was yet to start and the Petitioner, admittedly, had not commenced any work under the contract. The Respondent argued that the Petitioner submitted the security deposit after the expiry of the maximum stipulated period of sixty days from the date of issue of the Letter of Acceptance and has thus violated the tender conditions which resulted in the contract being terminated. 14. The Respondent argued that the Petitioner submitted the security deposit after the expiry of the maximum stipulated period of sixty days from the date of issue of the Letter of Acceptance and has thus violated the tender conditions which resulted in the contract being terminated. 14. In my view the Force Majeure clause leaves no doubt that the suspension of work at the Petitioner’s factory is covered under the said clause. But more significantly, Clause 4.2 of the Conditions of Tender makes it clear that submission of security deposit is a requisite after the date of issue of Advance Acceptance Letter or Acceptance of Counter Offer, which therefore becomes an obligation cast upon the tenderer after the parties have agreed to enter into a contractual relationship with one another. Clause 4.2 of “Instruction to tenderers for e-tenders General Conditions of Tender for Supply Contracts Schedule of Items and Special Conditions of Contract” is set out below: “4.2. The successful tenderer shall have to submit the requisite security deposit (SD) within 30 (Thirty) days from the date of issue of Advance Acceptance Letter (AAL) or acceptance of counter offer (as the case may be). Extension of time for submission of SD beyond 30 days and upto 60 days from the date of issue of AAL may be given by a minimum JAG level officer, for which, a penal interest of 15% per annum shall be charged for the delay beyond 30 days, i.e. from 31st day from the date of issue of AAL. In case of successful tenderer fails to submit the requisite SD, even after 60 days from the date of issue of AAL, the contract shall be terminated and penalty equivalent to the requisite SD of the contract shall be imposed and the same shall be recovered from the tenderer from its pending dues from anywhere of IR/PSUs/Other Govt. Organizations.” 15. This construction is the only plausible way of determining whether a successful bidder can take recourse to the Force Majeure clause and plead delay in the performance of its obligations under the contract by reason of any of the events specified under the said clause. Organizations.” 15. This construction is the only plausible way of determining whether a successful bidder can take recourse to the Force Majeure clause and plead delay in the performance of its obligations under the contract by reason of any of the events specified under the said clause. It is significant that the Respondent has not disputed the occurrence of the suspension of work/lock-out at the Petitioner’s factory; the Respondent had been informed of such by the Petitioner on 21st September 2015 and had not raised any dispute with reference to the occurrence of the event in its communication dated 6th October 2015. Notably, after being informed of the lockout, the Respondent proceeded to request the Petitioner to submit the security deposit and even held a joint meeting with the Petitioner on 2nd November 2015 to sort out the modalities involved. The argument of the Respondent with regard to the Petitioner’s violating Clause 4.2 of the tender conditions is an afterthought, subsequent to its appropriating the money and terminating the contract with the Petitioner. From a reading of Clause 4.2, the Respondent itself was in breach of the tender conditions and could not have accepted the security deposit after 30th October 2015/1st November 2015: being the outer limit of extension which could have been given by the Respondent. 16. However, what the court has to look into in a proceeding of this nature, is whether the Award passed by the learned Arbitrator can be sustained on facts and in law. In Clause 4.1 of the award: “Discussion on Claimant’s Claims,” the learned Arbitrator has disallowed all the five claims of the Claimant (the Petitioner before me). In Clause 4.2 of the award “Discussion on Respondent’s Counter Claims,” the learned Arbitrator has allowed counter claim no. 1, namely that the Respondent is entitled to forfeit the security deposit of Rs. 3,79,200 (Rupees Three Lac Seventy Nine Thousand Two Hundred Only). Hence this is the only decision which has to be tested by this court. 17. The reasons given by the Arbitrator in allowing counter-claim no. 1 of the Respondent and rejecting claim no. 2 of the Petitioner in relation to refund of security money, is that the claimant could not submit the required security deposit within the stipulated period prescribed under clause 4 of the Tender Document, and that the security deposit does not come under the purview of Force Majeure clause. 1 of the Respondent and rejecting claim no. 2 of the Petitioner in relation to refund of security money, is that the claimant could not submit the required security deposit within the stipulated period prescribed under clause 4 of the Tender Document, and that the security deposit does not come under the purview of Force Majeure clause. The aforesaid reason is vague and is not corroborated by either clause 4.2 of the Tender Documents or the Force Majeure clause. It is not clear as to what the learned Arbitrator means by “the letter of acceptance merges with the contract agreement” or how the aforesaid would take the submission of security deposit outside the purview of the Force Majeure clause. There is really no flow of reasons leading to the conclusion: “4.1.2.5. Letter of Acceptance is a part of the contract till execution of Contract Agreement. When a Contract Agreement is executed between the Contractor and the Railways after observing all formalities i.e. deposit of Security Deposit, etc. the Letter of Acceptance merges with the Contract Agreement. 4.1.2.7. The sole Arbitrator after considering above facts, is of the view that the Claimant is, therefore, entitled Nil amount against the claim for Rs.3,79,200/-towards refund the Security money which was forfeited by the Railway illegally through invocation of Bank Guarantee.” 18. The learned Arbitrator did not give clear, intelligible reasons for rejecting the claim of the Petitioner for refund of the security deposit. In allowing the counter-claim of the Respondent the only reason given by the learned Arbitrator is this: “4.2.1. Counter Claim No.1:- The Respondent raised Counter-claim towards Forfeiture of security deposit. 4.2.1.1The sole Arbitrator after considering discussions shown in Para 4.1.2.1 to 4.1.2.6 is of the view that the respondent is, therefore, entitled to forfeit the Security Deposit of Rs.3,79,200/-.” 19. The learned Arbitrator did not take into account the significance of the dates which demonstrate that the Respondent was informed and was made aware of the suspension of work in the Petitioner’s factory and did not care to bring the alleged violation of clause 4.2 of the Tender Documents to the notice of the Petitioner and proceeded instead to accept the same long after the maximum period of 60 days. The learned Arbitrator should have considered that once the Respondent had accepted the security deposit after the stipulated period, it was estopped from taking any punitive action against the Petitioner, least of all terminating the contract. The learned Arbitrator overlooked the arbitrariness of the Respondents’ conduct in appropriating the money before terminating the contract. The learned Arbitrator therefore failed to appreciate the facts which were before him and pass a reasoned assessment based on the factual situation. A plain assessment of the facts must lead to the inevitable conclusion that the Petitioner, having been deprived of the benefit of the contract, cannot also have its security deposit forfeited. No other view is possible on these facts. The Award must be set aside for these reasons. 20. Associate Builders, cited by the petitioner, discusses what a “judicial approach” entails; essentially that a decision be fair, reasonable and objective. The decision expands the principles of natural justice to the requirement of application of mind to the attendant facts and circumstances, which is best demonstrated by recording of reasons. The reasons recorded by the learned Arbitrator in this case are simply not enough. A defendant who has suffered an order can have a legitimate expectation of intelligible reasons being disclosed so that a challenge to the order can effectively be made. This is not the case in the Award under challenge. 21. For the reasons as stated above, AP no. 412 of 2017 is allowed. The Respondents are directed to refund Rs.3,79,200/- (Rupees Three Lac Seventy Nine Thousand Two Hundred Only) being the security deposit given by the Petitioner to the Respondents within a month from the date of communication of this order together with interest calculated at 15% from 11th December 2015, being the date of termination of the contract by the Respondents to the date of actual realization of the said amount by the Petitioner. The Respondents should also return any penalty imposed on the Petitioner for delayed deposit of the security money within a month from the date of this judgment. 22. Urgent Photostat certified copy of this judgment and order, if applied for, be supplied to the parties on a priority basis.