O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 1 of 38

$~

* IN THE HIGH COURT OF DELHI AT NEW DELHI

% Judgment reserved on: 19.03.2026

Judgment pronounced on: 06.04.2026

+ O.M.P. (COMM) 111/2025, I.A. 5890/2025 (For Exemption) &

I.A. 5891/2025 (For Stay)

FLEXING IT SERVICES PRIVATE LIMITED & ANR.

.....Petitioners

Through: Mr. Essenese Obhan, Ms.

Ashima Obhan and Ms. Anjuri

Saxena, Advocates.

versus

COLVYN JAMES HARRIS .....Respondent

Through: Mr. Tishampati Sen, Ms.

Riddhi Sancheti and Mr.

Anurag Anand,

Advocates.

+ OMP (ENF.) (COMM.) 101/2025 & EX.APPL.(OS) 751/2025

(For Disclosure of assets by the JD No. 01 on affidavit)

COLVYN JAMES HARRIS .....Decree Holder

Through: Mr. Tishampati Sen, Ms.

Riddhi Sancheti and Mr.

Anurag Anand,

Advocates.

versus

FLEXING IT SERVICES PRIVATE LIMITED & ANR.

.....Judgement Debtors

Through: Mr. Essenese Obhan, Ms.

Ashima Obhan and Ms. Anjuri

Saxena, Advocates.

CORAM:

HON'BLE MR. JUSTICE HARISH VAIDYANATHAN

SHANKAR

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 2 of 38

J U D G M E N T

HARISH VAIDYANATHAN SHANKAR, J.

1. The Objection Petition, being OMP. (COMM.) 111/2025

1

,

has been preferred under Section 34 of the Arbitration and

Conciliation Act, 1996

2

, by the Petitioners herein, assailing the

Arbitral Award dated 18.12.2024

3

rendered by the learned three-

member Arbitral Tribunal

4

, in the matter titled as Colvyn James

Harris v. Flexing It Services Private Limited & Anr., to the limited

extent of the findings contained in Paragraph Nos. 131(i) and 131(ii)

thereof, whereby the claims of the Respondent have been held to be

within limitation, and the Petitioners have been directed to convert the

Respondent‟s Compulsorily Convertible Debentures

5

into equity

shares equivalent to 2% of the paid-up capital of Petitioner No. 1 as

on 31.01.2017.

2. The Enforcement Petition, being OMP (ENF.) (COMM.)

101/2025

6

, has been filed by the Decree Holder/ Respondent in the

Objection Petition, under Section 36 of the A&C Act, read with Order

XXI Rules 10 and 11, and Section 151 of the Code of Civil

Procedure, 1908

7

, seeking execution and enforcement of the

aforesaid Impugned Award passed in its favour.

3. For the sake of clarity and uniformity, the parties hereinafter

shall be referred to, in the same rank and nomenclature as adopted in

the Objection Petition.

1

Objection Petition

2

A&C Act

3

Impugned Award

4

AT

5

CCDs

6

Enforcement Petition

7

CPC

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 3 of 38

4. It is clarified that the Enforcement Petition is subject to the

outcome of the Objection Petition, and in the event the Objection

Petition is allowed, the Enforcement Petition shall consequently fail,

to the extent the objections are allowed.

BRIEF FACTS:

5. Petitioner No. 1 is a private limited company engaged in

providing a technology-driven platform enabling organisations to

access independent consultants and domain experts on demand.

Petitioner No. 2 is the Founder and Chief Executive Officer of

Petitioner No. 1.

6. The Respondent is an investor who had subscribed to securities

issued by Petitioner No. 1.

7. The disputes between the parties arise out of a Debenture

Subscription Agreement dated 16.07.2015

8

, executed between the

parties, pursuant to which the Respondent invested a sum of

₹31,50,000/- in Petitioner No. 1 and was allotted 31,500 CCDs having

a par value of ₹100 each.

8. In terms of clause 6.1 of the Agreement, the CCDs were to

mandatorily convert into equity shares either upon the occurrence of a

“Qualified Financing” or upon expiry of a period of 1.5 years from the

date of issuance, i.e., on or before 31.01.2017, whichever was earlier.

The Agreement further contemplated that in the event no Qualified

Financing occurred within the stipulated period, the CCDs would

convert into equity shares in the manner provided therein.

9. It is not in dispute that no Qualified Financing occurred within

the aforesaid period. It is also not disputed that the CCDs held by the

8

Agreement

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 4 of 38

Respondent were not converted into equity shares as on 31.01.2017 in

terms of the Agreement.

10. Disputes thereafter arose between the parties in relation to the

conversion of the CCDs, including the manner and timing of such

conversion. The record further indicates that the parties continued to

engage in correspondence subsequent to 31.01.2017 with respect to

the terms and modalities of such conversion.

11. It is also relevant to note that prior to the constitution of the

learned AT, the Respondent, who was the Petitioner therein, had

approached this Court under Section 9 of the A&C Act, seeking

interim measures. Vide Order dated 18.04.2023, this Court, while

dealing with the said petition, made certain prima facie observations

to the effect that the correspondence between the parties indicated that

they had not insisted upon strict enforcement of the contractual

provision relating to conversion and were negotiating the terms of

conversion based on valuation and discount. The said Section 9

Petition was dismissed, leaving it open to the parties to avail

appropriate remedies in accordance with law, and clarifying that the

observations made therein were prima facie in nature and that the

learned AT would be at liberty to consider the issues independently.

12. Thereafter, the Respondent invoked the arbitration in terms of

the Agreement and filed a Statement of Claim, inter alia, seeking

specific performance of the Agreement by directing the Petitioners to

convert the CCDs into equity shareholding equivalent to 2% of

Petitioner No. 1.

13. The Petitioners contested the claims, inter alia, on the ground

that the same were barred by limitation and that the Respondent had,

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 5 of 38

by his conduct, waived his contractual rights and/or acquiesced by

conduct, to a waiver of the terms of the Agreement.

14. Upon completion of pleadings, evidence and hearing the

parties, the learned AT rendered the Impugned Award, whereby it

held that the Respondent‟s claims were not barred by limitation and

directed the Petitioners to convert the CCDs into equity shares

equivalent to 2% of the paid-up capital of Petitioner No. 1 as on

31.01.2017, subject to compliance with applicable law.

15. Aggrieved by the aforesaid findings, the Petitioners have

preferred the present Petition under Section 34 of the A&C Act,

impugning the findings contained in Paragraph Nos. 131(i) and 131(ii)

of the Impugned Award.

16. In the interregnum, the Respondent in the Objection Petition,

being the Decree Holder, has initiated execution proceedings for the

enforcement of the Impugned Award by way of OMP(ENF.)(COMM.)

101/2025.

CONTENTIONS ON BEHAL F OF THE PETITIONERS:

17. Learned counsel appearing on behalf of the Petitioners would

submit that the Impugned Award is liable to be set aside to the limited

extent of the findings contained in Paragraph Nos. 131(i) and 131(ii),

as the same are patently illegal, perverse, and contrary to the public

policy of India.

18. It would be submitted that the learned AT has erred in holding

that the claims of the Respondent were within limitation. According to

the Petitioners, the cause of action arose, at the latest, on 31.01.2017,

when the CCDs were not converted in terms of the Agreement, and

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 6 of 38

the arbitration having been invoked several years thereafter, the claims

were ex facie barred by limitation.

19. Learned counsel for the Petitioner would submit that the

findings on limitation are vitiated by failure to consider material

evidence on record, including the contemporaneous correspondence

exchanged between the parties, which, according to the Petitioners,

clearly establishes that the Respondent was aware of the alleged

breach and had asserted his rights as early as in the year 2016-2017.

20. It would further be submitted that the learned AT has erred in

failing to appreciate that the correspondence exchanged between the

parties was de hors the Agreement. It would be the Petitioners‟ case

that the said correspondence pertained to negotiations on an alternate

mechanism of conversion based on valuation and discount, which was

outside the scope of the contractual framework, and could not have

been relied upon to determine the rights and obligations of the parties

under the Agreement or to extend the period of limitation.

21. Learned counsel for the Petitioner would submit that the finding

of the learned AT that the limitation stood extended on account of

alleged acknowledgements under Section 18 of the Limitation Act,

1963

9

, is unsustainable, inasmuch as there was no acknowledgement

of liability in terms of the Agreement, particularly under the relevant

contractual provision governing conversion.

22. Learned counsel would further submit that the Respondent, by

his conduct, had waived his contractual rights and/or acquiesced by

conduct to a waiver of the terms of the Agreement. It would be

contended that the Respondent, instead of seeking enforcement of

9

Limitation Act

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 7 of 38

conversion in terms of the Agreement, engaged in negotiations on

different terms, thereby abandoning his purported rights under the

relevant contractual provision.

23. It would also be contended that the learned AT has failed to

consider this alternative defence of waiver and acquiescence, despite

the same being specifically pleaded and supported by material on

record, thereby rendering the Impugned Award perverse.

24. Learned counsel would further submit that the Impugned

Award is patently illegal inasmuch as the learned AT has

misconstrued the nature and scope of Clause 6.2.5 of the Agreement.

It would be submitted that a plain reading of the contractual

framework demonstrates a distinction between clauses governing

valuation-based conversion and those providing for conversion in

terms of shareholding.

25. It would be submitted that Clauses 6.2.1 to 6.2.4 operate within

a valuation-based framework, whereas Clause 6.2.5 does not

contemplate any valuation exercise and provides for conversion on a

shareholding basis. The learned AT, however, has relied upon

correspondence pertaining to valuation and discount to interpret

Clause 6.2.5, thereby travelling beyond the contractual framework and

applying considerations not borne out from the Agreement.

26. It would further be submitted that Clause 6.2.5 was not an open-

ended provision and did not operate beyond 31.01.2017. Any reliance

placed upon the said clause thereafter, according to the Petitioners, is

contrary to the express terms of the Agreement and amounts to

rewriting the contract.

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 8 of 38

27. Learned counsel for the Petitioners would place reliance on the

decisions of the Hon‟ble Supreme Court in Associate Builders v.

DDA

10

and PSA Sical Terminals Pvt. Ltd. v. V.O. Chidambaranar

Port Trust

11

, as well as decisions of this Court in Cruz City 1

Mauritius Holdings v. Unitech Ltd.

12

, Shiel Trade Venture Pvt. Ltd.

v. Samsung India Electronics Pvt. Ltd.

13

, and Value Advisory

Services v. ZTE Corporation

14

, to contend that an arbitral award

which ignores the terms of the contract, travels beyond the contractual

framework, or disregards material evidence would be liable to be set

aside on the ground of patent illegality and perversity.

28. Learned counsel for the Petitioner would further submit that the

direction of the learned AT to convert the Respondent‟s CCDs into

equity equivalent to 2% of the paid-up capital of Petitioner No. 1 is

contrary to the terms of the Agreement. It would be contended that the

Agreement contemplated conversion in terms of shareholding on a

fully diluted basis, and not with reference to paid-up capital.

29. It would further be submitted that the substitution of the

contractual expression of “shareholding” with “paid-up capital”

materially alters the rights of the parties and amounts to rewriting the

terms of the Agreement, which is impermissible in law.

30. Reliance would also be placed by the learned Counsel for the

Petitioners on certain foreign judgments, including AQZ v. ARA

15

and

10

(2015) 3 SCC 49

11

(2023) 15 SCC 781

12

2017 SCC OnLine Del 7810

13

2019 SCC OnLine Del 9142

14

2017 SCC OnLine Del 8933

15

(2015) SGHC 49

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 9 of 38

CNA v. CNB

16

, to submit that an arbitral tribunal cannot rewrite the

terms of the contract under the guise of interpretation.

31. It would also be contended that the learned AT has failed to

consider relevant material, including prior proceedings initiated by the

Respondent under Section 9 of the A&C Act, wherein this Court had,

prima facie, observed that the parties were negotiating terms outside

the strict framework of the Agreement.

32. On the aforesaid grounds, it would be submitted that the

findings returned by the learned AT in Paragraph Nos. 131(i) and

131(ii) of the Impugned Award are unsustainable and liable to be set

aside.

CONTENTIONS ON BEHALF OF TH E RESPONDENT:

33. Learned counsel appearing on behalf of the Respondent would

submit that the present Petition is devoid of merit and is liable to be

dismissed.

34. It would be submitted that the learned AT has, upon detailed

consideration of the material on record, rightly held that the claims of

the Respondent were not barred by limitation. It would be contended

that the various communications exchanged between the parties were

duly examined by the learned AT and were found to constitute

acknowledgements of liability within the meaning of Section 18 of the

Limitation Act.

35. Learned counsel would further submit that the issue of

limitation, in the facts of the present case, is a mixed question of law

and fact, and the findings rendered by the learned AT are based on an

appreciation of evidence, including correspondence and contractual

16

(2023) SGHC (1) 6

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 10 of 38

terms, which cannot be re-examined by this Court in proceedings

under Section 34 of the A&C Act.

36. It would further be submitted that once the learned AT has

returned findings on limitation upon appreciation of evidence, the

same are not amenable to interference under Section 34 of the A&C

Act.

37. Learned counsel for the Respondent would submit that the

issue of limitation, being a mixed question of law and fact, cannot be

re-adjudicated by re-appreciating evidence in proceedings under

Section 34 of the A&C Act. In this regard, reliance would be placed

on the decision of this Court in Oriental Insurance Company Limited

v. April USA Assistance Inc.

17

, as well as the decision of the Bombay

High Court in Thomas Cook (India) Ltd. v. Red Apple Chandrarat

Travel.

18

, to contend that a challenge to an arbitral award on the

ground of limitation, which entails a re-evaluation of factual aspects,

would amount to a review on merits and is impermissible in law.

38. It would further be submitted that the Hon‟ble Supreme Court

in OPG Power Generation Private Limited v. Enexio Power Cooling

Solutions India Private Limited & Anr.

19

, has held that the arbitrator

is the ultimate master of the quality and quantity of evidence, and a

possible view taken by the arbitrator cannot be interfered with unless

the same is perverse. It would be contended that no perversity or

patent illegality has been demonstrated by the Petitioners in the

Impugned Award.

17

2021 SCC OnLine Del 4843

18

(2023) SCC OnLine Bom 97

19

(2025) 2 SCC 417

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 11 of 38

39. Learned counsel for the Respondent would further rely upon the

decision of the Hon‟ble Supreme Court in Delhi Airport Metro

Express (P) Ltd. v. DMRC

20

, to submit that patent illegality must go

to the root of the matter, and that re-appreciation of evidence is

impermissible under Section 34 of the A&C Act.

40. On merits, it would be submitted that the consistent case of the

Respondent has been that the CCDs held by the Respondent were

liable to be converted into 2% of the equity shareholding of Petitioner

No. 1 as on 31.01.2017, in terms of Clause 6.2.5 of the Agreement. It

would be contended that the learned AT has accepted this position and

has rightly held that the Respondent is entitled to such conversion.

41. Learned counsel for the Respondent would submit that the

findings of the learned AT, including those contained in Paragraph

No. 102 of the Award, clearly indicate that the entitlement of the

Respondent was to 2% of the shareholding, being 1/10th of the 20%

shareholding envisaged under Clause 6.2.5 of the Agreement.

42. It would further be submitted that the expression used in

Paragraph No. 131(ii) of the Impugned Award ought not to be read in

isolation, but must be construed in the context of the findings and

reasoning of the learned AT.

43. At this stage, it is noted that learned counsel for the

Respondent, during the hearing before this Court, on instructions,

submitted that the Respondent has no objection if the said expression

is clarified to read as “2% of the shareholding of Petitioner No. 1 as

on 31.01.2017”.

20

(2022) 1 SCC 131

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 12 of 38

44. In view of the aforesaid submissions, it would be contended by

the learned counsel for the Respondent that no ground is made out for

interference under Section 34 of the A&C Act, and the present

Petition is liable to be dismissed and the Impugned Award be upheld

and enforced, and would further seek continuation and culmination of

the execution proceedings in terms of the Impugned Award.

ANALYSIS:

45. This Court has carefully considered the submissions advanced

on behalf of both sides and, with their able assistance, has perused the

Impugned Award and the material placed before this Court.

46. At the outset, it is apposite to note that this Court remains

conscious of the limited scope of its jurisdiction while examining an

objection petition under Section 34 of the A&C Act. There is a

consistent and evolving line of precedents whereby the Hon‟ble

Supreme Court has authoritatively delineated and settled the contours

of judicial intervention in such proceedings.

47. In this regard, a 3-Judge Bench of the Hon‟ble Supreme Court,

after an exhaustive consideration of a catena of earlier judgments, in

OPG Power (supra), while dealing with the grounds of conflict with

the public policy of India perversity and patent illegality, grounds

which have also been urged in the present case, made certain pertinent

observations, which are reproduced hereunder:

“Relevant legal principles governing a challenge to an arbitral

award

30. Before we delve into the issue/sub-issues culled out above, it

would be useful to have a look at the relevant legal principles

governing a challenge to an arbitral award. Recourse to a court

against an arbitral award may be made through an application for

setting aside such award in accordance with sub-sections (2), (2-A)

and (3) of Section 34 of the 1996 Act. Sub-section (2) of Section

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 13 of 38

34 has two clauses, (a) and (b). Clause (a) has five sub-clauses

which are not relevant to the issues raised before us. Insofar as

clause (b) is concerned, it has two sub-clauses, namely, (i) and (ii).

Sub-clause (i) of clause (b) is not relevant to the controversy in

hand. Sub-clause (ii) of clause (b) provides that if the Court finds

that the arbitral award is in conflict with the public policy of India,

it may set aside the award.

Public policy

31. “Public policy” is a concept not statutorily defined, though it

has been used in statutes, rules, notification, etc. since long, and is

also a part of common law. Section 23 of the Contract Act, 1872

uses the expression by stating that the consideration or object of an

agreement is lawful, unless, inter alia, opposed to public policy.

That is, a contract which is opposed to public policy is void.

*****

37. What is clear from above is that for an award to be against

public policy of India a mere infraction of the municipal laws of

India is not enough. There must be, inter alia, infraction of

fundamental policy of Indian law including a law meant to serve

public interest or public good.

*****

The 2015 Amendment in Sections 34 and 48

42. The aforementioned judicial pronouncements were all prior to

the 2015 Amendment. Notably, prior to the 2015 Amendment the

expression “in contravention with the fundamental policy of Indian

law” was not used by the legislature in either Section 34(2)(b)(ii) or

Section 48(2)(b). The pre-amended Section 34(2)(b)(ii) and its

Explanation read:

*****

44. By the 2015 Amendment, in place of the old Explanation to

Section 34(2)(b)(ii), Explanations 1 and 2 were added to remove

any doubt as to when an arbitral award is in conflict with the public

policy of India.

45. At this stage, it would be pertinent to note that we are dealing

with a case where the application under Section 34 of the 1996 Act

was filed after the 2015 Amendment, therefore the newly

substituted/added Explanations would apply [Ssangyong Engg. &

Construction Co. Ltd. v. NHAI, (2019) 15 SCC 131].

46. The 2015 Amendment adds two Explanations to each of the

two sections, namely, Section 34(2)(b)(ii) and Section 48(2)(b), in

place of the earlier Explanation. The significance of the newly

inserted Explanation 1 in both the sections is two-fold. First, it does

away with the use of words : (a) “without prejudice to the

generality of sub-clause (ii)” in the opening part of the pre-

amended Explanation to Section 34(2)(b)(ii); and (b) “without

prejudice to the generality of clause (b) of this section” in the

opening part of the pre-amended Explanation to Section 48(2)(b);

secondly, it limits the expanse of public policy of India to the three

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 14 of 38

specified categories by using the words “ only if”.

Whereas, Explanation 2 lays down the standard for adjudging

whether there is a contravention with the fundamental policy of

Indian law by providing that a review on merits of the dispute shall

not be done. This limits the scope of the enquiry on an application

under either Section 34(2)(b)(ii) or Section 48(2)(b) of the 1996

Act.

47. The 2015 Amendment by inserting sub-section (2-A) in Section

34, carves out an additional ground for annulment of an arbitral

award arising out of arbitrations other than international

commercial arbitrations. Sub-section (2-A) provides that the Court

may also set aside an award if that is vitiated by patent illegality

appearing on the face of the award. This power of the Court is,

however, circumscribed by the proviso, which states that an award

shall not be set aside merely on the ground of an erroneous

application of the law or by reappreciation of evidence.

48. Explanation 1 to Section 34(2)(b)(ii), specifies that an arbitral

award is in conflict with the public policy of India, only if:

(i) the making of the award was induced or affected by fraud or

corruption or was in violation of Section 75 or Section 81; or

(ii) it is in contravention with the fundamental policy of Indian law;

or

(iii) it is in conflict with the most basic notions of morality or

justice.

49. In the instant case, there is no allegation that the making of the

award was induced or affected by fraud or corruption, or was in

violation of Section 75 or Section 81. Therefore, we shall confine

our exercise in assessing as to whether the arbitral award is in

contravention with the fundamental policy of Indian law, and/or

whether it conflicts with the most basic notions of morality or

justice. Additionally, in the light of the provisions of sub-section

(2-A) of Section 34, we shall examine whether there is any patent

illegality on the face of the award.

50. Before undertaking the aforesaid exercise, it would be apposite

to consider as to how the expressions:

(a) “in contravention with the fundamental policy of Indian law”;

(b) “in conflict with the most basic notions of morality or justice”;

and

(c) “patent illegality” have been construed.

In contravention with the fundamental policy of Indian law

51. As discussed above, till the 2015 Amendment the expression

“in contravention with the fundamental policy of Indian law” was

not found in the 1996 Act. Yet, in Renusagar Power Co.

Ltd. v. General Electric Co., 1994 Supp (1) SCC 644, in the

context of enforcement of a foreign award, while construing the

phrase “contrary to the public policy”, this Court held that for a

foreign award to be contrary to public policy mere contravention of

law would not be enough rather it should be contrary to:

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 15 of 38

(a) the fundamental policy of Indian law; and/or

(b) the interest of India; and/or

(c) justice or morality.

*****

55. The legal position which emerges from the aforesaid discussion

is that after “the 2015 Amendments” in Section 34(2)(b)(ii) and

Section 48(2)(b) of the 1996 Act, the phrase “in conflict with the

public policy of India” must be accorded a restricted meaning in

terms of Explanation 1. The expression “in contravention with the

fundamental policy of Indian law” by use of the word

“fundamental” before the phrase “policy of Indian law” makes the

expression narrower in its application than the phrase “in

contravention with the policy of Indian law”, which means mere

contravention of law is not enough to make an award vulnerable.

To bring the contravention within the fold of fundamental policy of

Indian law, the award must contravene all or any of such

fundamental principles that provide a basis for administration of

justice and enforcement of law in this country.

56. Without intending to exhaustively enumerate instances of such

contravention, by way of illustration, it could be said that:

(a) violation of the principles of natural justice;

(b) disregarding orders of superior courts in India or the binding

effect of the judgment of a superior court; and

(c) violating law of India linked to public good or public interest,

are considered contravention of the fundamental policy of Indian

law.

However, while assessing whether there has been a contravention

of the fundamental policy of Indian law, the extent of judicial

scrutiny must not exceed the limit as set out in Explanation 2 to

Section 34(2)(b)(ii).

*****

Patent illegality

65. Sub-section (2-A) of Section 34 of the 1996 Act, which was

inserted by the 2015 Amendment, provides that an arbitral award

not arising out of international commercial arbitrations, may also

be set aside by the Court, if the Court finds that the award is visited

by patent illegality appearing on the face of the award. The proviso

to sub-section (2-A) states that an award shall not be set aside

merely on the ground of an erroneous application of the law or by

reappreciation of evidence.

66. In ONGC Ltd. v. Saw Pipes Ltd., (2003) 5 SCC 705, while

dealing with the phrase “public policy of India” as used in Section

34, this Court took the view that the concept of public policy

connotes some matter which concerns public good and public

interest. If the award, on the face of it, patently violates statutory

provisions, it cannot be said to be in public interest. Thus, an award

could also be set aside if it is patently illegal. It was, however,

clarified that illegality must go to the root of the matter and if the

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 16 of 38

illegality is of trivial nature, it cannot be held that award is against

public policy.

67. In Associate Builders v. DDA, (2015) 3 SCC 49, this Court

held that an award would be patently illegal, if it is contrary to:

(a) substantive provisions of law of India;

(b) provisions of the 1996 Act; and

(c) terms of the contract [See also three-Judge Bench decision of

this Court in State of Chhattisgarh v. SAL Udyog (P) Ltd., (2022)

2 SCC 275].

The Court clarified that if an award is contrary to the substantive

provisions of law of India, in effect, it is in contravention of

Section 28(1)(a) of the 1996 Act. Similarly, violating terms of the

contract, in effect, is in contravention of Section 28(3) of the 1996

Act.

68. In Ssangyong Engg. & Construction Co. Ltd. v. NHAI, (2019)

15 SCC 131 this Court specifically dealt with the 2015

Amendment which inserted sub-section (2-A) in Section 34 of the

1996 Act. It was held that “patent illegality appearing on the face

of the award” refers to such illegality as goes to the root of matter,

but which does not amount to mere erroneous application of law. It

was also clarified that what is not subsumed within “the

fundamental policy of Indian law”, namely, the contravention of a

statute not linked to “public policy” or “public interest”, cannot be

brought in by the backdoor when it comes to setting aside an award

on the ground of patent illegality [ See Ssangyong Engg. &

Construction Co. Ltd. v. NHAI, (2019) 15 SCC 131]. Further, it

was observed, reappreciation of evidence is not permissible under

this category of challenge to an arbitral award [See Ssangyong

Engg. & Construction Co. Ltd. v. NHAI, (2019) 15 SCC 131].

Perversity as a ground of challenge

69. Perversity as a ground for setting aside an arbitral award was

recognised in ONGC Ltd. v. Western Geco International Ltd.,

(2014) 9 SCC 263. Therein it was observed that an arbitral

decision must not be perverse or so irrational that no reasonable

person would have arrived at the same. It was observed that if an

award is perverse, it would be against the public policy of India.

70. In Associate Builders v. DDA, (2015) 3 SCC 49 certain tests

were laid down to determine whether a decision of an Arbitral

Tribunal could be considered perverse. In this context, it was

observed that where:

(i) a finding is based on no evidence; or

(ii) an Arbitral Tribunal takes into account something irrelevant to

the decision which it arrives at; or

(iii) ignores vital evidence in arriving at its decision, such decision

would necessarily be perverse.

However, by way of a note of caution, it was observed that when a

court applies these tests it does not act as a court of appeal and,

consequently, errors of fact cannot be corrected. Though, a possible

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 17 of 38

view by the arbitrator on facts has necessarily to pass muster as the

arbitrator is the ultimate master of the quantity and quality of

evidence to be relied upon. It was also observed that an award

based on little evidence or on evidence which does not measure up

in quality to a trained legal mind would not be held to be invalid on

that score.

71. In Ssangyong Engg. & Construction Co. Ltd. v. NHAI, (2019)

15 SCC 131, which dealt with the legal position post the 2015

Amendment in Section 34 of the 1996 Act, it was observed that a

decision which is perverse, while no longer being a ground for

challenge under “public policy of India”, would certainly amount

to a patent illegality appearing on the face of the award. It was

pointed out that an award based on no evidence, or which ignores

vital evidence, would be perverse and thus patently illegal. It was

also observed that a finding based on documents taken behind the

back of the parties by the arbitrator would also qualify as a decision

based on no evidence inasmuch as such decision is not based on

evidence led by the parties, and therefore, would also have to be

characterised as perverse [ See Ssangyong Engg. & Construction

Co. Ltd. v. NHAI, (2019) 15 SCC 131].

72. The tests laid down in Associate Builders v. DDA, (2015) 3

SCC 49 to determine perversity were followed in Ssangyong

Engg. & Construction Co. Ltd. v. NHAI, (2019) 15 SCC 131 and

later approved by a three-Judge Bench of this Court in Patel Engg.

Ltd. v. North Eastern Electric Power Corpn. Ltd., (2020) 7 SCC

167.

73. In a recent three-Judge Bench decision of this Court in DMRC

Ltd. v. Delhi Airport Metro Express (P) Ltd., (2024) 6 SCC 357,

the ground of patent illegality/perversity was delineated in the

following terms: (SCC p. 376, para 39)

“39. In essence, the ground of patent illegality is available

for setting aside a domestic award, if the decision of the

arbitrator is found to be perverse, or so irrational that no

reasonable person would have arrived at it; or the

construction of the contract is such that no fair or

reasonable person would take; or, that the view of the

arbitrator is not even a possible view. A finding based on

no evidence at all or an award which ignores vital

evidence in arriving at its decision would be perverse and

liable to be set aside under the head of “patent illegality”.

An award without reasons would suffer from patent

illegality. The arbitrator commits a patent illegality by

deciding a matter not within its jurisdiction or violating a

fundamental principle of natural justice.”

Scope of interference with an arbitral award

74. The aforesaid judicial precedents make it clear that while

exercising power under Section 34 of the 1996 Act the Court does

not sit in appeal over the arbitral award. Interference with an

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 18 of 38

arbitral award is only on limited grounds as set out in Section 34 of

the 1996 Act. A possible view by the arbitrator on facts is to be

respected as the arbitrator is the ultimate master of the quantity and

quality of evidence to be relied upon. It is only when an arbitral

award could be categorised as perverse, that on an error of fact an

arbitral award may be set aside. Further, a mere erroneous

application of the law or wrong appreciation of evidence by itself is

not a ground to set aside an award as is clear from the provisions of

sub-section (2-A) of Section 34 of the 1996 Act.

75. In Dyna Technologies (P) Ltd. v. Crompton Greaves Ltd.,

(2019) 20 SCC 1, paras 27-43, a three-Judge Bench of this Court

held that courts need to be cognizant of the fact that arbitral awards

are not to be interfered with in a casual and cavalier manner, unless

the court concludes that the perversity of the award goes to the root

of the matter and there is no possibility of an alternative

interpretation that may sustain the arbitral award. It was observed

that jurisdiction under Section 34 cannot be equated with the

normal appellate jurisdiction. Rather, the approach ought to be to

respect the finality of the arbitral award as well as party's autonomy

to get their dispute adjudicated by an alternative forum as provided

under the law.”

48. In the backdrop of the aforesaid settled position of law, this

Court now proceeds to examine whether the findings returned by the

learned AT in Paragraph Nos. 131(i) and 131(ii) of the Impugned

Award warrant interference within the limited scope of jurisdiction

under Section 34 of the A&C Act. The said findings made by the

learned AT are extracted herein below:

“131. Having considered all the evidence and submissions placed

before the Tribunal and for the reasons set out above, the Tribunal;

hereby Declares, Determines and Awards as follows:

i) The Claimant‟s claim seeking conversion of his CCDs into equity

shareholding of the 1st Respondent Company in accordance with the

Debenture Subscription Agreement dated 16 July 2015 is not barred

by limitation;

ii) The Respondents are directed to convert the CCDs of the

Claimant into equity shareholding of the 1st Respondent Company

and issue to the Claimant, subject to compliance with applicable law,

equity shares equivalent to 2% of the paid-up capital of the 1st

Respondent Company as on 31 January 2017;……..”

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 19 of 38

49. The primary challenge raised by the Petitioners pertains to the

finding of the learned AT that the claims of the Respondent are within

the limitation. According to the Petitioners, the cause of action arose

on 31.01.2017, and the claims having been invoked thereafter are

barred by limitation. The relevant findings of the learned AT are

reproduced herein below:

“Tribunal’s Analysis

72. In its decision dated 18 April 2023 in O.M.P(I)(COMM.)

119.2023, the Hon‟ble High Court of Delhi noted that many years

had passed from the stipulated period for conversion of the CCDs

and it would therefore have to be considered by the Arbitral

Tribunal whether the Claimant could still place reliance on Clause

6.2.5 of the Agreement. However, the Hon‟ble Court clarified that

its observations "would not prejudice either party before the

Arbitral Tribunal."

73. On 6 November 2023, the Tribunal issued an order on the

Respondents‟ application to dismiss the claims for being barred on

account of limitation. The said Order noted as follows:

“6. Having heard extensive arguments on behalf of the

Claimant and the Respondents, we are of the view it would

be appropriate in the facts and circumstances of the case

that the issues of inter alia (a) whether the date fixed for

performance of conversion of CCDs into equity was

extended and set at-large; or (b) when the conversion of

CCDs into equity under section 6.2.5 was refused, and (c)

when the cause of action in respect of alleged breach of

Clauses 5.1 and 5.2 arose be determined after trial. This is

so because the findings on the issues referred to above are

dependent not only on a reading of the Agreement and the

pleadings of the parties, but require appreciation of the

correspondence exchanged, documents on record and oral

evidence to be led. As such, we are of the view that

whether the claims are barred by limitation (which is a

mixed question of fact and law) should not be decided at

the threshold as a preliminary issue in the facts and

circumstances of this case.

7. In the circumstances, we deem it fit to decide the issue

of limitation along with the other issues at trial.

Accordingly, IA No. 1 is kept pending for consideration

after trial, alongside the final award.”

74. Clause 6 of the Agreement provided the mechanism for

conversion of the CCDs into equity shares. Clause 6.1 envisaged

that the CCDs shall be mandatorily converted into fully paid-up

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 20 of 38

equity shares of the 1

st

Respondent Company on the occurrence of

the earlier of (i) qualified financing, or (ii) at the expiry of; 1.5

years from the date of issuance of the CCDs (i.e., 31 January 2017).

75. Furthermore, Clause 6.2.4 provided that in the event of a

qualified financing takes place, the CCDs would convert into such

number of equity shares as set out in the formula set forth therein

which provided a 25% discount to the price at which equity shares

were issued in the qualified financing. Clause 6.2.5 of the

Debenture Subscription Agreement provides that where the

Company was unable to secure qualified financing within a period

of 1.5 years from the date of issuance of the CCDs, such CCDs

“will convert to such number of equity shares that collectively

amount to 20% (twenty percent) of the Shareholding of the

Company on a fully diluted basis” (or 2% of shareholding of the

Company in the case of the Claimant, the Claimant having made

l/10th of the investment.)

76. From the evidence on record, it is clear that the 1st Respondent

Company was not able to convert the CCDs of the Claimant into

equity shares by 31 January 2017 as mandated by the Agreement.

This is also accepted by both parties. Failure to convert the CCDs

within the specified timeframe constitutes breach of contract and

entitled the Claimant to seek remedies available to him in law.

77. The limitation to seek such remedies would have expired by 30

January 2020, as, in this formulation, the cause of action arose on

31 January 2017. However, if there was an acknowledgment in

writing of the liability before 30 January 2020, then in terms of

Section 18 of the Limitation Act, this would have the effect of

extending the period of limitation for a further period of three years

from the date of such acknowledgment.

78. Section 18 of the Limitation Act provides that:

“Effect of acknowledgment in writing.—(1) Where,

before the expiration of the prescribed period for a suit or

application in respect of any property or right, an

acknowledgment of liability in respect of such property or

right has been made in writing signed bv the party against

whom such property or right is claimed, or by any person

through whom he derives his title or liability, a fresh

period of limitation shall be computed from the time when

the acknowledgment was so signed. ” (emphasis supplied).

79. It is the Claimant‟s case that the 2nd Respondent (on behalf of

the 1st Respondent) acknowledged and undertook to convert the

CCDs on multiple occasions and “in light of the undertaking of the

Respondents that the CCDs of the Claimant would certainly be

converted to equity in March 2018, the Claimant chose to wait, and

restrained himself from initiating arbitration at that staged

(paragraphs 19, 27 and 33 of the Statement of Claim)

80. The Tribunal has reviewed the evidence on record and

concludes that the following key correspondences (amongst others)

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 21 of 38

constitute acknowledgments in writing of the liability of the

Respondent to convert the CCDs into equity shares under the

Agreement. These acknowledgments had the effect of extending

the period of limitation from time to time:

i) ‟On 31 March 2018, the 2nd Respondent sent an email (Exhibit

C16) in which she said:

“ A quick update- our discussions for Series A financing

are proceeding well and we are in very active discussions

with several VCs who are interested in the space and

quality of business Flexing It is building. We are confident

that we will close the CCDs fundraise in the next 1-2

quarters and have a solid partner to help us scale the

business further.

As a quick reminder, the amended conversion date of your

original CCD investment was planned to be March 31st,

2018 and I wanted to reach out with this update and to

communicate that the conversion while extended will

occur in the next few months (outer window being

September 30, 2018) to ensure we can complete the series

A process.” (emphasis added)

This email (which is to be read along with the email of 10

November 2016 (Exhibit C6, R2/Exhibit CW1/6) where the 31

January 2017 date under the Subscription Agreement was sought to

be extended to 31 March 2018) constitutes a clear and unequivocal

acknowledgement of the 1st Respondent Company‟s liability to

convert the Claimant‟s CCDs under the Subscription Agreement-

and has the effect of extending the period of limitation until 30

March 2021.

ii) On 9 October 2018 (Exhibit R17), the 2nd Respondent, on

behalf of the 1

st

Respondent company, sent an email to the

Claimant stating:

"Given that this is a longer hold to conversion of your

investment into equity, we would like to extend an

additional discount of 10% to the series A price at the time

of conversion on your original investment into Flexing It.

So the total discount on your investment would be as

follows:

Original investment - 35% + an additional 10% (Total

discount to series A of 45%)

I know that our Series A has been delayed beyond what

was originally planned, but this has given us the

opportunity to build a solid and sustainable business in a

frugal manner.”

This was an acknowledgment of Respondent No.l‟s obligation to

convert the CCDs under the Subscription Agreement and an

acknowledgment that it was delayed in performing this obligation.

It further made a promise of an additional discount to compensate

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 22 of 38

for the delay in performance of its obligation. This email had the

effect of extending the limitation until 8 October 2021.

iii) Similarly the email sent by the 2nd Respondent on 12 March

2019 (Exhibit R19) was a clear acknowledgment of the 1st

Respondent‟s liability to convert the CCDs under the Subscription

Agreement, and a further promise of additional discounts. It stated:

"In terms of your investment, as you are aware it is structured as a

CCD which converts to equity at Series A with the angel investors

converting at a discounted price. The original discount on your.

CCD offered was 25% and we then increased that by 10% each in

two tranches to get a total discount on your investment of 45%.

This was driven by the fact that our early investors were having to

wait longer for conversion, and we therefore wanted to offer

additional return to them. At this discount, your investment of INR

31..5L should convert into equity worth approx. INR 57.3L when

we raise financing in the next several months. We will definitely

consider adding onto the discount for our early investors in the

event we see the fundraise closure getting delayed beyond a few

months”. This was a clear acknowledgment of the underlying

liability of the 1st Respondent and its obligation to convert the

CCDs under the Agreement. This email had the effect of extending

the period of limitation until 11 March 2022.

iv) Again on 3 February 2020 (Exhibit R19), the 2nd Respondent

sent a mail acknowledging its liability to convert the CCDs stating:

“A quick update re the conversion- We are in active conversations

with several VCs over the last couple of months regards our

fundraise We should have a better sense by the end of February,

but we are targeting to close the raise and convert the original

CCDs within the next few months.” This had the effect of extending

the limitation until 2 February 2023.

v) On 10 June 2021, the 2nd Respondent sent an email (Exhibit

Cl8) to the Claimant in which she said: “As we had discussed a few

months ago, we are committed to get a conversion for our early

investors this FY and are aiming to make that happen.” Again, on

7 July 2021, the 2nd Respondent sent an email (Exhibit Cl8) to the

Claimant in which she stated:

“As indicated a little while ago, we are committed to get a

conversion for our early investors this FY and are aiming

to make that happen - We should definitely see a

conversion of CCDs to shares this financial year.”

Similarly, on 4 October 2021 and 14 December 2021 (Exhibit

C18), the 2

nd

Respondent again reiterated their obligation to

convert “As I mentioned a couple of months earlier, we are

committed to making the conversion for our early investors happen

this FY. For me, this is top priority in addition to keeping up the

growth momentum for the company and we will make this happen

this year.” And “As mentioned a couple of months earlier, we are

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 23 of 38

committed to making the conversion for our early investors happen

this FY i.e. by March 2022

These correspondences had the effect of extending limitation until

October and December 2024 respectively.

vi) On 14 March 2022, the 2nd Respondent in her email (Exhibit

C20) to the Claimant stated:

“"I understand that the conversion timelines planned

initially have been delayed keeping in mind that we have

given\the early investors additional discounts on the

CCDs held so that their returns are protected You will

recall that in 2017, you and I engaged in discussions on

me buying out your CCDs under the Subscription

Agreement, but unfortunately we were not able to agree on

the valuation. At this time, I am focusing on a conversion

for all investors and hope to have an update soon.'’

This constituted yet another acknowledgement of the 1st

Respondent Company‟s obligation to convert the Claimant‟s CCDs

and had the effect of extending limitation until 13 March 2025.

vii) On 20 February 2023 (Exhibit C20/Exhibit CW 1/19), the

2nd Respondent sent the following email "To quickly recap, your

investment into FI came in the form of CCDs, which were to

convert into shares at a discounted price when we raised Series

A……….. For the longer hold period, as you are aware, we have

given all of our equity investors additional discounts to

compensate". This also constitutes an acknowledgment of the

Respondent‟s obligation to convert the Claimant‟s CCDs under the

Agreement and had the effect of extending the limitation until 19

February 2026.

viii) The 2nd Respondent‟s email of 17 March 2023 (Exhibit R28)

is a clear and unequivocal acknowledgment of the liability of the

Respondent company to convert the CCDs under the Agreement

within 1.5 years. It states “On the timing, the original CCD

agreement did have a 1.5 years timeline for conversion as you

mention. However, as has been communicated over the years in my

updates to you and all other investors, we have not raised

institutional funding relying on revenues and profits to drive

growth. The delay in conversion was intimated to all investors by

email at several occasions including formally on November 10,

2016 and then again over July- September 2018 and at each time

an additional 10% discount was added to the original discount on

the CCD (25% in your case) to compensate for this. This email had

the effect of extending the limitation until 16 March 2026.

81. What emerges on a plain reading of the above emails is that

there were numerous acknowledgments of the 2nd Respondent

Company‟s obligations to convert the Claimant‟s CCDs under the

Agreement- such acknowledgments were provided in 2016, 2017,

2018, 2019, 2020, 2021, 2022 and 2023. These communications

clearly acknowledged the Claimant‟s entitlement to a conversion of

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 24 of 38

his CCDs and extended the period of limitation. It is well

established that an acknowledgement of liability in respect of a

property or right made before the expiration of the period

prescribed for filing of legal proceedings in respect of such

property or right would have the effect of giving rise to a fresh

period of limitation from the date of each such acknowledgement.

The emails referred to hereinabove, sent by the 2nd Respondent on

behalf of the 1st Respondent Company, clearly show repeated

acknowledgements of the 1st Respondent‟s obligation to convert

the Claimant‟s CCDs in accordance with the provision of the

Agreement. As such, a fresh period of limitation would be deemed

to have commenced from the date of each such acknowledgement.

In these circumstances, the commencement of arbitration (as

evidenced by the Notice of Arbitration dated 3 April 2024, Exhibit

C25) cannot be said to be time barred.

82. In State of Kerala v T.M. Chacko (2000) 9 S.CC 722, the

Hon‟ble Supreme Court has laid down the test for applying Section

18 of the Limitation Act in circumstances where a party has

acknowledged its liability towards any right or property:

“From a perusal of Sub-section (1) of Section 18 it is

evident that to invoke this provision:

(1) there must be an acknowledgement of liability in

respect of property or right;

(2) the acknowledgement must be in writing signed by the

party against whom such right or property is claimed (or

by any person) through whom he derives his title or

liability;

(3) the acknowledgement must be made before the

expiration of the period prescribed for a suit or

application (other than application for the execution of a

decree) in respect of such property or right. The effect of

such an acknowledgement is that a fresh period of

limitation has to be computed from the time when the

acknowledgement was so signed." (emphasis supplied).

83. In Sudarshan Cargo Pvt Ltd v Techvac Engineering Pvt Ltd,

2013 SCC Online Kar 5063, it was noted that acknowledgments of

liability by email are valid and would constitute proper

acknowledgements of liability for the purposes of section 18 of the

Limitation Act 1963.

84. In Lakshmirattan Cotton Mills v Aluminium Corpn of India,

(1971) 1 SCC 67, it was held:

“The statement need not indicate the exact nature or the

specific character of the liability. The words used in the

statement in question, however, must relate to a present

subsisting liability and indicate the existence of jural

relationship between the parties such as, for, instance,

that of a debtor and a creditor and the intention to admit

such a jural relationship. Such an intention need not be in

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 25 of 38

express terms and can be inferred by implication or the

nature of the admission and the surrounding

circumstances. Generally speaking, a liberal construction

of the statement in question should be given” (emphasis

added)

85. Applying these principles, it can clearly be inferred from the

emails summarised above that the 1st and 2nd Respondents

acknowledged their contractual liability to convert the CCDs of the

Claimant. Based on such acknowledgment, the parties discussed

various options to resolve the issue which proved to be

unsuccessful and ultimately led to the commencement of these

arbitration proceedings.

86. At no point in time between 2016 and 2022 did the

Respondents disavow their obligation to convert the Claimant‟s

CCDs. The first time when the Respondents refused to convert the

Claimant‟s CCDs was only on 20 March 2023 (Exhibit C22)

shortly after which the Claimant commenced arbitration by sending

a Notice of Arbitration on 3 April 2023.

87. The Respondents have made two arguments to contend that

these correspondences do not constitute an acknowledgment of

liability under Section 18 of the Limitation Act:

A. One, they have argued that the communications between

the parties were de hors the understanding contained in the

Agreement and therefore were not acknowledgments of

liability under the Agreement, and

B. Two, they have relied on an admission in the cross-

examination of the Claimant that there was no specific email

by the Respondents that the CCDs would be converted to

equity shares at 2% after the default took place.

88. The Tribunal will deal with both these submissions.

A. Were the Correspondences de hors the Agreement?

i) The Tribunal has reviewed the communications between the

parties and concludes that the correspondences were not de

hors the Agreement but were in fact clearly with reference to

the obligation of the Respondents to convert the CCDs under

the Agreement. This obligation was repeatedly acknowledged

and admitted in all the correspondences set out above. The

reference in the communications to the timelines for

conversion and the discount to the Series A price were all

references to Clause 6 of the Agreement and not de hors it.

ii) What is further clear on a careful consideration of the

correspondence between the parties is that even the settlement

discussions were premised on the admitted obligation of the

1st Respondent Company to convert the Claimant‟s CCDs into

equity shares and its admitted failure or inability to perform

such obligation. The emails from the 2nd Respondent (on her

own behalf and as the promoter of the 1st Respondent

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 26 of 38

Company) proposing or exploring options for resolving the

issue is predicated on a breach of the 1st Respondent

Company‟s obligation to convert the Claimant‟s CCDs into

equity shares- and in that sense, these emails acknowledge and

admit breach of contract and the liability to convert the CCDs.

Further, it is apparent that the offers for settlement were

rejected by the Claimant, and the Claimant insisted that the

CCDs be converted in terms of the Agreement. The

correspondence is clear that the Respondent continued to

assure the Claimant that the CCDs would be converted in

terms of the Agreement, but sought an extended timeframe to

enable it to complete a Qualified Financing, and promised an

additional discount to the Qualified Financing equity share

price.

iii) It is instructive, in particular, to consider the: following

communications exchanged between the parties:

• On 10 November 2016, the 2nd Respondent sent an email

(Exhibit C6) to the Claimant. In the email, she proposed that

the date of conversion be extended to March 2018 instead of

the 31 January 2017 timeline prescribed in the Agreement. To

compensate investors including the Claimant for the “slightly

longer wait” for conversion, she proposed a total discount of

35% (an additional discount of 10% to the discount promised

in the Subscription Agreement) for the conversion to happen.

She asked the Claimant if such a proposal would be acceptable

to him and if yes, she would send a “short addendum to the

investment agreement [...] so that all the paper-work is sorted

too?' This was, therefore, in the nature of a proposal to amend

the Agreement, and the proposal was predicated on the

inability of the 1

st

Respondent Company to convert the

Claimant‟s CCDs by 31 January 2017.

• In response, the Claimant made it clear vide his email dated

21 November 2016 (Exhibit C7) that he preferred the original

terms of the Agreement to adhered to.

• On 28 December 2016 (Exhibit C9), the 2nd Respondent

referred to a consensus amongst the remaining investors to

extend the CCD period to March 2018. However, since the

Claimant had clearly expressed his preference to convert to

equity in terms of the Agreement, she made the following

proposal: „7 as promoter and primary shareholder buy your

CCDs in return for a certain amount of equity in the company

from my shareholding. [...] I look forward to resolving this

such that the answer works for both Flexing It and yourself'.

• This proposal- that the 2nd Respondent buy out the

Claimant‟s CCDs and provide him equity from her

shareholding in the 1st Respondent as consideration for the

buyout- proceeded on the basis of an acknowledgment that the

2nd Respondent was unable to perform its contractual

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 27 of 38

obligation to convert the Claimant‟s CCDs by end-January

2017. The proposal was, in this context, an attempt to resolve

the situation arising out of the 1

st

Respondent‟s acknowledged

breach of contract.

• This proposal was taken further by the 2nd Respondent who

proposed, in her email of 14 February 2017 (Exhibit C9), that

she would issue 0.39% of the 1st Respondent Company‟s

shares from her own shareholding in the Company to the

Claimant.

• The Claimant disagreed with the valuation methodology on

the basis of which the 2nd Respondent had proposed transfer

of 0.39% of the shares of the 1st Respondent from her

shareholding in the Company. In his email dated 17 April 2017

(Exhibit C13), he said:“Flexing It has defaulted in its

representation ref the CCDs, the tenure and timelines, and

needs to arrive at an amicable resolution to resolve my issue,

and not a unilateral arbitrary valuation.”

• In response, the 2nd Respondent reiterated her keenness as

also that of her fellow Directors and investors to settle the

issue amicably. In her letter dated 21 April 2017 (Exhibit

C14), she stated as follows:

“We have always tried to work towards an amicable

resolution that gives you a fair solution and at the

same time is not detrimental to the company and/or

the other investors. Keeping this principle in mind, I

have previously suggested 3 constructive

approaches to move forward:

1. Your accepting the tenure extension and

additional discount as all other CCD holders have

done;

2. Flexing It returning the money you have invested,

even though we are under no obligation to do so as

it represented venture investment; or

3. My buying your CCDs and in consideration

issuing you equity out of my shareholding.

However, you have refused all suggestions

previously made by me. In response to my

suggestion of us returning your investment amount

(that we discussed in our call), your response was

that you would consider it if it offered a substantial

return. Your counter-suggestion has been that you

receive 3.75% of the company’s equity- a proposal

that the board of the company cannot even consider

given that it is detrimental to the company and our

other investors and will meaningfully impact the

ability to raise further capital. You have disregarded

my suggestions and have instead only sent me

contentious emails. Your way of amicably resolving

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 28 of 38

this seems to be through the arbitration route. Given

your stated desire for me to focus on business

growth, it is difficult to understand how an

arbitration process would be constructive or

consistent with this aim. [...] You have also

mentioned that you have not been provided with any

data or documents. You will appreciate that the

company can only share limited information with

debenture holders dash the investment agreement

also clearly provides for this and we have given you

all documents and information that we are required

to provide."

• All options for an amicable resolution discussed in this letter

flow from an acknowledged inability or failure of the

Company to convert the Claimant‟s CCDs.

• It was also clear that the proposals were not accepted by the

Claimant.

iv) It is further instructive to note the emails from the

Respondent dated 31 March 2018, 9 October 2018, 12 March

2019, 3 February 2020, 7 July 2021, 4 October 2021, 14

December 2021, 14 March 2022, 20 March 2023 and 17

March 2023, all of which (extracted above) came after the

settlement talks had failed and clearly and equivocally refer to

the obligation of the Respondent to convert the CCDs under

the Agreement.

v) Finally, the argument of the Respondent that the

acknowledgments of the obligation to convert the CCDs were

de hors the Agreement cannot also be accepted as it is

common ground between the parties that there was no

amendment of the contract.

The Agreement provides for a specific procedure for

amendment. Clause 15.6 of the Agreement provides as

follows:

“15.6 Amendments

No modification, alteration or amendment of this

Agreement or any of its terms or provisions shall be

valid or legally binding on the Parties unless made

in writing and duly executed by or on behalf of all

the Parties."

vi) It is an admitted position of both parties that no such

amendment was ever executed in writing between the parties.

Whilst various proposals and counter proposals were

exchanged at different points in time, there was no consensus

that could be reached between the parties and hence there was

no agreement to move away from the provisions of the

Agreement. In the absence of any amendment to the

Agreement, the parties remain bound by the provisions of the

Agreement.

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 29 of 38

B. Admission in Cross Examination

i) The second ground raised by the Respondents that the

Claimants have admitted in cross-examination that there was

ho specific email by the Respondents assuring or

acknowledging that the CCDs would be converted to equity

shares at 2% after the default took place.

ii) It is the Tribunal‟s view that the question, and therefore, the

answer was very narrow as to whether there was a specific

mail containing an acknowledgment of conversion into “2%”

equity shares. Even if there wa§ no such mail, it cannot be read

to mean that the witness stated that there was no

acknowledgment of the liability of the Respondent to convert

the CCDs in terms of the Agreement. The law is clear that

communications for the purpose of Section 18 of the

Limitation Act need not indicate the exact nature or the

specific character of the liability.

Moreover, Section 18(2) of the Limitation Act prohibits oral

evidence of the contents of the acknowledgment and therefore

no reliance can be placed on the oral evidence of the Claimant.

Furthermore, any understanding of the Claimant who is not a

lawyer- as to whether or not there was an acknowledgement of

liability is not binding on the Tribunal and the Tribunal is

obliged to arrive at an objective determination of the issue

based on the evidence on record.

iii) The Tribunal has also considered the argument of the

Respondent that there must be a specific acknowledgment of a

right under Clause 6.2.5 and acknowledgment of the right

under Clause 6 is not sufficient as that was a completely

different mechanism based on valuation add additional

discounting. The Tribunal disagrees with this reading of

Clause 6. As already stated above, Clause 6 was a composite

clause providing for the conversion into equity shares in both

scenarios, one, if a qualified financing took place, and second,

if a qualified financing does not take place, by 31 January

2017, Further, the Tribunal notes the reference to the date of

31 January 2017, or 1.5 years, or indeed to any time frame, is

found only in Clause 6.2.5. Therefore, the acknowledgments

referred in paragraph 76 above, which refer to time lines, 1.5

years and dates of conversion, do, in fact, specifically relate to

Clause 6.2.5.

iv) Since the Tribunal has concluded that the Respondents had

acknowledged their liability to convert the Claimant‟s CCDs

on numerous occasions which had the effect of extending the

period of limitation, it is not necessary for the Tribunal to

address in detail the alternative arguments pressed into service

by the Claimant that the Claimant‟s forbearance to sue based

on express representations by the Respondents had the effect

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 30 of 38

of extending the time for performance by virtue of the second

part of Article 54 of the Limitation Act 1963 and the judgment

of the Hon‟ble Supreme Court in S Brahmanand v. KR

Muthugopal (2005)12 SCC 764. Similarly, the Tribunal has

not considered the arguments on continuing cause of action or

the judgments in this regard relied upon by both parties.

v) The correspondence on record also does not indicate that the

Claimant in any manner slept over his rights on this aspect of

the dispute, which would have resulted in his claims being

time barred. On the other hand, the evidence on record

indicates that the Claimant made repeated attempts to resolve

issues through a dialogue with Respondents. It was only when

such discussions failed to achieve amicable resolution did the

Claimant commence these proceeding. The case relied upon by

the Respondent Bharat Barrel and Drum Mfg co Ltd, (1971)

2 SCC 860 thus has no application.

vi) Similarly, the cases of Bombay Dyeing v State of Bombay,

1957 SCC Online SC 7; Bharat Barrel and Drum Mfg Co

Ltd, (1971) 2 SCC 860; N Balakrishnan v M Krishnamurthy,

(1998) 7 SCC 123; DDA v Durga Construction Co, 2013 SCC

Online Del 4451; India Tourism Development Corporation v

Bajaj Electricals, 2023 SCC Online Del 158 and Raj Kumar

Gupta v Narang Constructions & Financiers, 2023 SCC

Online Del 40 relied upon by the Respondent to contend the

trite proposition that limitation does not extinguish rights but

only remedies have no application in the facts of the present

case.

vii) For all these reasons, the Tribunal holds that the

Claimant‟s claims in the present arbitration are not barred by

limitation.”

(emphasis supplied)

50. A perusal of the afore-extracted findings indicates that the

learned AT has undertaken a detailed examination of multiple

communications exchanged between the parties and has found that the

same reflect a continuing acknowledgement of the obligation to

convert the CCDs, including assurances in relation thereto. The

learned AT has further held that such correspondence constitutes an

acknowledgement of liability within the meaning of Section 18 of the

Limitation Act, thereby resulting in an extension of the limitation

period.

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 31 of 38

51. It is also noted that the issue of limitation, in the facts of the

present case, is not a pure question of law but is inextricably linked

with the appreciation of evidence, including the correspondence

exchanged between the parties and the surrounding factual matrix.

52. The contention of the Petitioners that the said correspondence

was de hors the Agreement and could not have been relied upon, in

substance, invites this Court to re-evaluate the evidentiary material

and substitute its own view in place of that taken by the learned AT.

53. The judgments relied upon by the Petitioners, including

Associate Builders (supra), PSA Sical Terminals Pvt. Ltd. (supra),

Cruz City 1 Mauritius Holdings (supra), as well as the foreign

decisions, lay down the settled principles governing interference with

arbitral awards under Section 34 of the A&C Act, including the

grounds of patent illegality, perversity, and the requirement that an

arbitral tribunal must act in accordance with the terms of the contract.

54. There can be no quarrel with the aforesaid propositions.

However, the applicability of the said principles depends upon the

facts of each case. In the present case, this Court does not find that the

Impugned Award suffers from any patent illegality, perversity, or

jurisdictional error so as to warrant interference. The findings of the

learned AT are based on a detailed appreciation of the material on

record and constitute a plausible view, which cannot be interfered

with in proceedings under Section 34 of the A&C Act.

55. Insofar as the reliance placed on Cruz City 1 Mauritius

Holdings (supra) is concerned, the said decision does not advance the

case of the Petitioners inasmuch as the issue of limitation in the

present case arises out of the appreciation of evidence and does not

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 32 of 38

involve a pure question of jurisdiction warranting de novo

consideration by this Court.

56. In the considered opinion of this Court, and in light of the ruling

of the Hon‟ble Supreme Court in OPG Power (supra), any such

exercise would necessarily entail a re-appreciation of evidence, which

lies beyond the permissible scope of interference under Section 34 of

the A&C Act.

57. In the absence of any perversity, patent illegality, or disregard

of vital evidence, this Court finds no ground to interfere with the

findings of the learned AT on the issue of limitation.

58. Moving further, insofar as the challenge on the waiver/

acquiescence, based on the correspondence as exchanged between the

parties, the same are clearly articulated and well-reasoned, and this

Court finds no reason to interfere with the learned AT‟s conclusions.

59. It is contended that while Clause 6.2.5 deals with the

conversion of CCDs, the subsequent correspondence between the

parties concerned negotiations on valuation and discount, which

departed from the contractual provision. The Petitioners have

submitted that by engaging in these negotiations, the Respondent

waived their rights under Clause 6.2.5, and the learned Arbitrator

failed to appreciate this correspondence, which effectively constituted

a waiver and, in substance, created a new arrangement between the

parties.

60. The aforesaid challenge, again, is a pure exercise in re-

appreciation of the evidence and the contents of the various emails

thereof. As discussed earlier, the Court, in exercise of its jurisdiction

under Section 34 of the A&C Act, would not interfere with findings of

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 33 of 38

fact unless it is demonstrated that the same is patently illegal, contrary

to the terms of the contract, or one which no reasonable person could

have arrived at. In this backdrop, it would be apposite to reproduce the

relevant findings of the learned AT on the interpretation of Clause

6.2.5 of the Agreement, which reads as under:

“Tribunal’s analysis

92. Clause 6.1 of the Debenture Subscription Agreement provides

that:

“6.1 Automatic Conversion

Each Investor CCD shall stand mandatorily converted

into fully paid-up Equity Shares on the occurrence of the

earlier of:

(i) Upon the occurrence of the Qualified Financing

(defined hereinafter); or

(ii) At the expiry of 1.5 (one and a half) years from the

date of issuance of the Investor CCD, in the manner set

forth below

whichever is earlier’'’

93. Clause 6.2.5 further provides that:

“In the event of non-occurrence of a Qualified Financing

(amounting to a minimum of USD Million) within a period

of 1.5 (one and a half) years from the date of issuance of

the Investor CCDs, the Investor CCDs will convert to such

number of Equity Shares that collectively amount to 20%

(twenty percent) of the Shareholding of the Company on a

fully diluted basis.”

94. A plain reading of Clauses 6 and 6.2.5 of the Agreement

indicates that the intention of the parties was to convert the CCDs

issued to the Claimant into equity shareholding at the expiry of the

1.5 years period contained in Clause 6.1(ii). However, for

commercial reasons which have been detailed by the 2nd

Respondent in paragraphs 42 to 48 of her Witness Statement, the

Respondents did not convert the CCDs issued to their early

investors (including the Claimant) into equity shareholding, and

instead informed all investors that the time period for converting

the CCDs was being extended. This was done for commercial

reasons, chiefly to obtain higher revenues and higher valuations

from new investors.

95. The Tribunal notes that according to the Respondents, all other

early investors apart from the Claimant had agreed to such an

extension, and were content with availing them discount offered by

the Respondents in lieu of the CCDs not being converted into

equity shareholding. However, pertinently, the Claimant had

indicated his intention to abide by the original terms of the

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 34 of 38

Agreement, and followed up with the Respondents subsequently on

numerous occasions to check the status of the conversion. The

Claimant‟s email dated 21 November 2016, which was issued in

response to the 2nd Respondent‟s email informing him of an

extension in the conversion of the CCDs till 31 March 2018, is

relevant:

"As an Initial Investor. I would prefer if the original terms

of the Agreement is adhered to, and completed, before any

further fresh investments.

In my own planning I had factored in a conversion to

equity by Aug 2016, exactly as we had discussed and

agreed to, and now it has anyway unilaterally been

extended to the last possible date period i.e. Jan 31st 2017

as per the Agreement.

The March 2018 is far too long a wait for me, with too

many unknowns, hence the conversion to equity now”

96. The Claimant was therefore keen to abide by the original terms

of the Agreement, and did not agree to or provide his consent to

any extension of the original time period for conversion, as had

been sought by the 2nd Respondent in her email dated 10

November 2016 (Exhibit C6). This is also borne out by the

Claimant‟s subsequent emails to the 2

nd

Respondent in January

2017, and 1 February 2017 (Exhibit CIO), seeking an update from

the Respondents on the conversion of his CCDs into equity

shareholding as per the terms of the Agreement.

97. The correspondences issued by the Claimant are particularly

relevant, since the Respondents have now relied on the counter-

offers and proposals exchanged between the parties after the expiry

of the conversion period to claim that the Claimant had waived his

rights under the Agreement, and had acquiesced to the non-

conversion of his CCDs into equity shareholding by the

Respondents. However, the Tribunal finds that the Claimant‟s

correspondence with the 2nd Respondent, both before and after the

expiry of the conversion period under the Agreement, were

premised on breach of the obligation to convert the CCDs under

clause 6 of the Agreement and explore various options to resolve

the situation that had arisen as a result of this breach. It cannot,

therefore, be reasonably contended that the parties through their

negotiations had “moved away” from Clause 6.2.5 of the

Agreement through their discussions. The breach of Clause 6.2.5

was the fundamental basis for these discussions and the purpose of

the discussions were to find a resolution of the issue to remedy the

breach.

98. Based on a review of the correspondence between the parties as

summarised above in paragraphs 80 -88 herein, the Tribunal cannot

accept the submission of the Respondents that the Claimant had

waived his right to claim conversion as per Clause 6.2.5 of the

Agreement, and had instead acquiesced to the non-conversion of

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 35 of 38

the CCDs in terms of the Agreement by the Respondents. In our

view, the Claimant made consistent efforts to indicate to the

Respondents (i) his intention to seek conversion only in terms of

the Agreement, and on the original date, irrespective of the

decisions of the other investors, and (ii) his displeasure with the

Respondents‟ decision to unilaterally change the date for

conversion, and failure to convert the Claimant‟s CCDs without his

approval or consent. Whilst various other options may have been

discussed, this was predicated on a breach of Clause 6.2.5 of the

Agreement. Ultimately, none of the options proposed were

mutually agreed to and no amendment of the Agreement was

executed. As such, the parties remain bound by their obligations

under the Agreement.

99. In the Tribunal‟s view, the Respondents have breached their

obligation to ensure the prompt conversion of the Claimant‟s CCDs

in terms of Clause 6.2.5 of the Agreement. Having failed to

complete a conversion of the CCDs in terms of the Agreement,

which the 2nd Respondent has justified on commercial grounds in

her Witness Statement, the Respondents cannot rely on the doctrine

of waiver, or any acquiescence on the part of the Claimant,

particularly when the Claimant had, on numerous occasions

through email, sought the conversion of the CCDs as per Clause

6.2.5 of the Agreement.

100. The Claimant is entitled to conversion of the CCDs issued to

him. The 1st Respondent‟s failure to convert the CCDs in terms of

the Agreement and the subsequent express refusal to convert the

CCDs (as articulated in the 2nd Respondent‟s email dated 20

March 2023, Exhibit C22) constitutes a breach of the Agreement.

101. Clause 15.12 of the Agreement specifically envisages specific

performance of the obligations contained in the Agreement and

provides as follows:

“15.12 Specific Performance of Obligations.

The Parties agree that their rights and obligations under

this Agreement shall be subject to the right of specific

performance and may be specifically enforced against a

defaulting person.”

102.Therefore, in the Tribunal‟s view, the Claimant is entitled to

conversion of his CCDs. Whilst Clause 6.2.5 of the Agreement

envisaged conversion of all the Investor CCDs, only the Claimant

is before the Tribunal and the scope of the Tribunal‟s jurisdiction is

limited to adjudicating the Claimant‟s claims. Admittedly, the

Claimant subscribed to l/10th of the Investor CCDs and is entitled

to be issued shares amounting to 2%, i.e., l/10th of the 20%

shareholding envisaged by Clause 6.2.5, of the 1st Respondent

Company‟s shareholding. Since the obligation of the Company was

to issue shares in respect of the Claimant‟s CCDs as on 31 January

2017, the 1st Respondent Company shall issue shares to the

Claimant reflecting 2% of the paid-up share capital of the Company

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 36 of 38

as on that date. This is also because the 1st Respondent Company

seems to have issued further CCDs/shares after this date in which

rounds of' fundraising the Claimant chose not to participate (as

discussed below in respect of Issue III). Hence, the Claimant

cannot reasonably claim to be issued shares equivalent to 2% of the

1

st

Respondent Company‟s paid-up capital as on the date of the

Award.”

61. A careful perusal of the findings in the Impugned Award

indicates that the learned AT has interpreted the contractual provisions

in the context of the overall scheme of the Agreement as well as the

conduct of the parties, including their post-contractual dealings.

62. The learned AT has also taken into account the Petitioners‟

failure to effect conversion of the CCDs within the stipulated period

under the Agreement, which formed part of the factual matrix

considered by the learned AT, and has consequently upheld the

Respondent‟s entitlement to conversion of the CCDs in accordance

with the terms of the Agreement.

63. The submission of the Petitioners that Clause 6.2.5 did not

contemplate any valuation exercise and could not have been applied

beyond 31.01.2017, in effect, seeks a re-interpretation of the

contractual terms, which is impermissible under Section 34 of the

A&C Act. The learned AT has, upon a consideration of the

correspondence exchanged between the parties, treated the same as

reflective of the parties‟ understanding of their obligations under the

Agreement and, in that context, has determined the rights and

obligations of the parties under the Agreement. In such circumstances,

the Petitioners‟ contention that Clause 6.2.5 of the Agreement is

inapplicable on the ground that it does not contemplate valuation is

clearly misconceived and is liable to be rejected.

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 37 of 38

64. Consequently, this Court does not find the interpretation

adopted by the learned AT to be unreasonable or perverse as to

warrant interference. The view taken by the learned AT, at the very

least, constitutes a possible and plausible interpretation of the

contractual framework.

65. The Petitioners have further contended that the direction

contained in Paragraph No. 131(ii) of the Impugned Award, referring

to “2% of the paid-up capital”, is contrary to the Agreement, which

envisaged conversion in terms of shareholding.

66. In this regard, this Court notes the submission made by learned

counsel for the Respondent that the said expression may be clarified to

read as “2% of the shareholding of Petitioner No. 1 as on

31.01.2017”.

67. Having regard to the findings of the learned AT, including those

contained in Paragraph No. 102 of the Impugned Award, this Court is

of the view that the aforesaid clarification would be in consonance

with the reasoning of the learned AT and would not alter the

substantive findings of the Impugned Award and the same is well

permissible in view of the Judgment of the Constitution Bench of the

Hon‟ble Supreme Court in Gayatri Balasamy v. M/s ISG Novasoft

Technologies Limited

21

.

68. Accordingly, the expression in Paragraph No. 131(ii) of the

Impugned Award is liable to be understood in the aforesaid terms.

CONCLUSION:

(i). O.M.P. (COMM) 111/2025

21

2025 SCC OnLine SC 986

O.M.P. (COMM) 111/2025 & OMP (ENF.) (COMM.) 101/2025 Page 38 of 38

69. In view of the foregoing discussion and bearing in mind the

limited scope of interference under Section 34 of the A&C Act, this

Court finds no ground to interfere with the findings returned by the

learned AT in Paragraph No. 131(i) of the Impugned Award.

70. Insofar as the findings contained in Paragraph No. 131(ii) of the

Impugned Award are concerned, this Court is of the considered view

that the same do not warrant interference on merits. However, in light

of the submission made on behalf of the Respondent, and to bring

clarity in line with the reasoning of the learned AT, it is clarified that

the direction for conversion shall be read as “2% of the shareholding

of Petitioner No. 1 as on 31.01.2017”.

71. Subject to the aforesaid clarification, the Objection Petition is

dismissed, and the Impugned Award, as clarified hereinabove, stands

upheld.

72. The pending application(s), if any, also stand disposed of.

73. No order as to costs.

(ii). OMP (ENF.) (COMM.) 101/2025

74. In view of the dismissal of the Objection Petition, being O.M.P.

(COMM) 111/2025, in the aforesaid terms, the Enforcement Petition,

being O.M.P. (ENF.) (COMM) 111/2025, under Section 36 of the

A&C Act, read with Order XXI Rules 10 and 11, and Section 151 of

the CPC shall proceed in accordance with law.

75. Accordingly, list the matter on 21.04.2026 for further

proceedings.

HARISH VAIDYANATHAN SHANKAR, J.

APRIL 6, 2026/jk