JUDGMENT : (Prayer: Petition under Section 34 of Arbitration and Conciliation Act, 1996 to set aside the award dated 13.02.2020 passed by the learned Sole Arbitrator in Arbitration Case No. 238 of 2017.) 1. The dispute arises out of a Service Agreement dated 01.07.2016 (the Service Agreement) between the petitioner and the respondent. 2. The petitioner is the Customer under the Service Agreement and the respondent is the Service Provider. The admitted position is that the petitioner is a logistics company, which owns a fleet of trucks. In order to operate the said trucks, the petitioner required manpower by way of drivers. The supply of such drivers is the subject matter of the Service Agreement. 3. The Service Agreement was for a period of one year from 01.07.2016 to 30.06.2017. It appears that some of the drivers provided by the respondent to the petitioner raised a protest on 09.08.2016. Subsequent thereto, the contract was performed until 30.09.2016. The petitioner terminated the contract by communication dated 01.09.2016 with effect from 30.09.2016 and did not permit it to run its course. The petitioner paid the respondent for the services provided for the month of July 2016, but payments were not made for the months of August and September 2016. Therefore, the respondent invoked the arbitration clause and initiated arbitration proceedings. In such proceedings, the respondent claimed a sum of Rs.24,94,833/- towards invoices raised on the petitioner for the months of August and September 2016. A sum of Rs.6,15,340/- was claimed as interest thereon. In addition, consequential relief in the form of costs and the like were claimed. 4. The petitioner herein counter claimed a sum of Rs.31,42,999/- under four heads of claim. The arbitral tribunal framed 14 issues. Both parties adduced oral and documentary evidence. By arbitral award dated 13.02.2020, the learned Sole Arbitrator awarded a sum of Rs.24,94,833/- to the respondent along with simple interest @ 9% per annum for the period from 01.10.2016 till the date of payment. The other claims of the claimant/respondent herein and all the counter claims of the respondent/petitioner herein were rejected. The present challenge under Section 34 of the Arbitration and Conciliation Act, 1996 (the Arbitration Act) arises in these facts and circumstances. 5. The petitioner assails the award on a few grounds. The first ground of challenge is that the Arbitral Tribunal failed to interpret clauses 4(c) and 4(d) of the Service Agreement. The present challenge under Section 34 of the Arbitration and Conciliation Act, 1996 (the Arbitration Act) arises in these facts and circumstances. 5. The petitioner assails the award on a few grounds. The first ground of challenge is that the Arbitral Tribunal failed to interpret clauses 4(c) and 4(d) of the Service Agreement. In order to substantiate this contention, the petitioner referred to the said clauses and contended that the Service Provider agreed to indemnify the Customer in respect of losses arising out of a breach of the Service Agreement. For such purpose, the petitioner emphasised that clause 4(d) imposes an obligation on the Service Provider to ensure replacement of recruits/appointees on an immediate basis. In case of default in fulfilling such obligation, the petitioner pointed out that the said clause provided for the levy of penalty on the Service Provider if the Customer is constrained to make alternative arrangements. 6. The petitioner also contended that the respondent made contradictory pleadings and submissions by adverting to the observations in the arbitral award to the effect that the respondent claimed that it acted as an intermediary and that the drivers and other personnel were employees of the petitioner. According to the petitioner, after entering a finding that the respondent is a manpower recruiting agency, the Arbitral Tribunal erred in awarding the claim and rejecting the counter claim. The petitioner also pointed out that the Arbitral Tribunal committed a grievous error in concluding that the it was unnecessary to record a finding as to whether an employee-employer relationship existed between the claimant/respondent and the workers as also in refusing to enter a finding as to whether the claimant/respondent acted as an intermediary or as a Service Provider. 7. The petitioner next contended that Exhibits R32 to R115 were marked in support of the counter claim, and that these documents pertain to and provide evidence of the expenditure incurred by the petitioner as a result of breach of indemnity and contractual obligations by the respondent. According to the petitioner, the Arbitral Tribunal disregarded such evidence by not attaching any importance or according weight to Exhibits R32 to R115. The petitioner contended that after the agitation by the workers on 09.08.2016, the petitioner was constrained to take several trucks on rent and also pay for parking charges since the petitioner was unable to put its trucks to use. The petitioner contended that after the agitation by the workers on 09.08.2016, the petitioner was constrained to take several trucks on rent and also pay for parking charges since the petitioner was unable to put its trucks to use. The written submissions of the petitioner and, in particular, paragraphs 34 to 36 thereof, were relied upon to substantiate claim B of the counter claim. By referring to paragraph 27 of the Award at Page No. 290 of the typed set of papers, the petitioner contended that the workers continued to resort to the strike up to and even after 30.09.2016. 8. The above contentions of the petitioner were refuted by the respondent. The respondent contended that the amounts claimed by the respondent were admittedly for services provided in accordance with the Service Agreement for the months of August and September 2016. As regards the counter claim of the petitioner, the respondent contended that the Service Agreement does not specify or prescribe the number of drivers, who should be mobilised and deployed by the respondent for use by the petitioner. In addition, the respondent contended that there is no documentary or oral evidence to the effect that the petitioner requested the respondent to supply the shortfall of 31 drivers and that the respondent failed to fulfill its obligation in such regard. As regards clause 4(c) of the Service Agreement, the respondent contended that the said clause is not enforceable as per Section 28 of Indian Contract Act, 1872. Finally, the respondent pointed out that the petitioner cannot resile from its statutory obligations under applicable labour legislations as the principal employer. 9. On the basis of the above submissions, the question that arises for consideration is whether the petitioner has made out a case for interference with the arbitral award in terms of Section 34 of the Arbitration Act. As regards the claim, the admitted position is that such claim is in respect of services provided by the respondent in the months of August and September 2016. The claim before the Arbitral Tribunal, in that regard, was supported by the invoices raised by the respondent on the petitioner. It also appears that evidence of payments made by the respondent to the relevant workers was adduced before the Arbitral Tribunal. The claim before the Arbitral Tribunal, in that regard, was supported by the invoices raised by the respondent on the petitioner. It also appears that evidence of payments made by the respondent to the relevant workers was adduced before the Arbitral Tribunal. Upon consideration thereof, the Arbitral Tribunal awarded the claim made by the respondent herein, and there does not appear to be a serious challenge to the award of such claim. 10. The focus of the petition is on the rejection of the counter claim. The petitioner contended that such counter claim was founded on clauses 4(c) and 4(d) of the Service Agreement. Therefore, the said clauses are set out below: “4. EMPLOYMENT. ... c. The “Service Provider” agrees and undertakes to ensure that its personnel shall have not no claim whatsoever against “Customer” or raise any Industrial dispute either directly or indirectly with “Customer” in respect of their service conditions or otherwise. The “Customer” undertakes to indemnify and keep indemnified “Customer” in respect of the same. d. The “Service Provider” agrees and undertakes to ensure that recruits/appointees should adhere the policies and procedures of “Customers” and have no rights to argue/debate/discuss with regard to emoluments/benefit/or any kind of monetary issues with “Customer, in such practices, the “Customer” will have all rights to terminate such recruits/appointee without any notice to “Service Provider”. The “Service Provider” shall ensure the replacement of recruits/appointee immediately. In case of any failure by the “Service Provider” the alternative arrangements will be taken care by “Customer” and the lose/penalties will be levied on “Service Provider”. However, the decision of “Customer” will be final.” 11. On perusal of clause 4(c), it is evident that an indemnity has been provided by the Service Provider to the Customer in respect of claims raised by personnel, who were mobilised and deployed by the respondent with the petitioner, before a labour court or tribunal. The admitted position is that no award has been pronounced in any industrial dispute whereby liability has been fixed on the petitioner herein. Besides, the counter claims are not in respect of claims made by such personnel before a labour court or tribunal. Therefore, the counter claim of the petitioner is not within the scope of the indemnity clause under clause 4(c) of the Service Agreement. Besides, the counter claims are not in respect of claims made by such personnel before a labour court or tribunal. Therefore, the counter claim of the petitioner is not within the scope of the indemnity clause under clause 4(c) of the Service Agreement. Nonetheless, the petitioner contended that its counter claim was also based on clause 4(d) of the Service Agreement and, therefore, this issue should be examined. Clause 4(d) imposes an obligation on the Service Provider to ensure replacement of recruits/appointees and also enables the Customer to make alternative arrangements and make claims on the Service Provider. In order to rely upon clause 4(d), the petitioner should have called upon the respondent to make good the deficit in the number of drivers and put the respondent on notice that, in case of default, the petitioner would be constrained to recruit such drivers at the risk and cost of the respondent. In the case at hand, the petitioner has not made the counter claim towards the alleged shortfall of personnel. Instead, the counter claim is for hiring trucks and for parking charges in relation to the trucks, which could not be put to use. Clause 2(e) of the Service Agreement was adverted to in the counter statement-cum-counter claim before the Arbitral Tribunal, which provides for indemnification for losses incurred due to the employees. The counter claims may be maintainable on the basis of Clause 2(e) provided there is evidence of the causal connection between the worker’s strike and the incurring of expenditure, and therefore, the discussion and analysis of this aspect by the Arbitral Tribunal is examined next. 12. At paragraph 27 of the Award, the Arbitral Tribunal adverted to the incident on 09.08.2016. Thereafter, the evidence recorded in such regard through RW 1 was referred to by specifically adverting to question Nos. 45 and 46 and the answers given thereto by RW 1. On consideration thereof, the Arbitral Tribunal concluded that the respondent had initiated action upon being informed about the obstruction caused by the drivers on 09.08.2016. More importantly, with regard to Exhibits R32 to R115, the Arbitral Tribunal concluded that such exhibits evidence that payments were made by the petitioner to certain contractors. However, the Arbitral Tribunal proceeded to record two critical findings on such evidence in paragraph 27 of the Award (pages 289 and 290 of the typed set), which are set out below: “.... More importantly, with regard to Exhibits R32 to R115, the Arbitral Tribunal concluded that such exhibits evidence that payments were made by the petitioner to certain contractors. However, the Arbitral Tribunal proceeded to record two critical findings on such evidence in paragraph 27 of the Award (pages 289 and 290 of the typed set), which are set out below: “.... Merely because the respondent paid some amounts to other contractors it cannot be taken that the said expenditure was caused due to alleged agitation resorted by the workers on 09.08.2016 and thereafter.... ...To take that the contractors mentioned in those bills/invoices were engaged for the first time after 09.08.2016 due to the strike observed by some of the workers supplied by the claimant, no evidence has been placed by the respondent. The payments made under those bills/invoices by the respondent cannot be taken as a loss caused directly due to the activities of the workers who observed strike, in the absence of any other supporting sustainable evidence. No evidence has been produced by the respondent to take that due to the activities of the workers provided by the claimant, the respondent sustained any loss....” 13. From the above, it is evident that the Arbitral Tribunal carefully appraised the documentary and oral evidence on record and concluded on such basis that the petitioner failed to establish that the expenditure incurred by it, as evidenced by exhibits R32 to R115, is attributable to the incident on 09.08.2016 or indeed to the actions or omissions of the workers provided by the respondent to the petitioner. Thus, this is not a case where the conclusion of the Arbitral Tribunal is founded on no evidence or irrelevant evidence or by disregarding vital evidence. The Arbitral Tribunal has engaged with the evidence on record and appraised such evidence reasonably and drawn conclusions on such basis. While the Arbitral Tribunal may not have provided an express interpretation of the relevant clauses of the Service Agreement, the conclusions in the Award indicate that the import of such clauses were considered in light of the evidence on record. Consequently, the petitioner has failed to make out a case for interference under Section 34 of the Arbitration Act. 14. The petitioner also pointed out that a sum of Rs.30 lakhs was deposited as a condition for the grant of interim stay of the arbitral award. Consequently, the petitioner has failed to make out a case for interference under Section 34 of the Arbitration Act. 14. The petitioner also pointed out that a sum of Rs.30 lakhs was deposited as a condition for the grant of interim stay of the arbitral award. In view of the rejection of the petition assailing the award, the respondent is permitted to file an appropriate application for payment-out of the said sum. If the amount awarded along with interest accruals thereon exceeds such amount, needless to say, it will be open to the respondent to initiate appropriate proceedings to execute the award to that extent. 15. In the result, Arbitration O.P. No. 358 of 2021 is dismissed. In the facts and circumstances of the case, there will be no order as to costs.