FAO(OS)(COMM) 14/2026 Page 1 of 25

$~

* IN THE HIGH COURT OF DELHI AT NEW DELHI

% Judgment reserved on:27.01.2026

Judgment pronounced on: 15.04.2026

Judgment uploaded on: 15.04.2026

+ FAO(OS) (COMM) 14/2026, CM APPL. 5068/2026, CM

APPL. 5069/2026, CM APPL. 5070/2026 and CM APPL.

5071/2026

JLT ENERGY 9SAS .....Appellant

Through: Mr. Rajshekhar Rao, Sr. Adv.

with Mr. V.P. Singh, Ms.

Meherunissa Anand, Mr. Asif

Ahmed, Ms. Shailja Rawal, Mr.

Suneel Kumar and Ms. Khushi

Mittal, Advs.

versus

HINDUSTAN CLEANENERGY LIMITED & ORS.

.....Respondents

Through: Mr. Jayant Mehta, Sr. Adv.

with Mr. Atul Shanker Mathur,

Mr. Prabal Mehrotra, Mr.

Shubhankar and Mr. Pallav

Arora, Advs.

CORAM:

HON'BLE MR. JUSTICE ANIL KSHETARPAL

HON'BLE MR. JUSTICE AMIT MAHAJAN

J U D G M E N T

ANIL KSHETARPAL , J.

1. Through the present Appeal under Section 37(1)(b) of the

Arbitration and Conciliation Act, 1996

1

, the Appellant (Petitioner

before the learned Single Judge) assails the correctness of the

Judgment and Order dated 06.01.2026 [hereinafter referred to as

1

A&C Act

FAO(OS)(COMM) 14/2026 Page 2 of 25

„Impugned Order‟], whereby the learned Single Judge dismissed the

petition filed by the Appellant under Section 9

2

of the A&C Act

[hereinafter referred to as „Section 9 Petition‟], on the ground that

non-fulfillment of Conditions Precedent („CPs‟) and Pre-Closing

Actions(„PCAs‟) within the Share Purchase Agreements [hereinafter

referred to as „SPAs‟] led to its termination, therefore, leaving no

ground for its specific performance.

2. Herein, the Appellant contends that the learned Single Judge,

dismissed the Section 9 Petition on the ground of termination of the

SPAs. The learned Single Judge held that the Appellant failed to prove

that the CP was successfully converted into Condition Subsequent

(„CS‟), which led to the invocation of the automatic termination

clause.

3. Accordingly, the issue that falls for consideration before this

Court is whether the Appellant is entitled to a prohibitory injunction

restraining the Respondents from creating any third-party rights or

interests in assets and securities except as provided in the SPAs.

FACTUAL MATRIX:

4. In order to comprehend the issues involved in the present case,

relevant facts in brief are required to be noticed.

5. The Appellant, JLT Energy 9 SAS, is a company incorporated

under the laws of France belonging to a multinational group,

Technique Solaire, engaged in the business of developing renewable

2

Section 9

FAO(OS)(COMM) 14/2026 Page 3 of 25

energy projects. The Respondent Nos.1 and 2 are Hindustan

Cleanenergy Ltd. and Peridot Power Ventures Pvt. Ltd., respectively,

and collectively own 100% shareholding in Respondent Nos.3 and 4

companies, which own and operate ground-mounted solar power

projects in the State of Tamil Nadu and Bihar, respectively.

6. On 31.12.2024, the Appellant executed two SPAs with the

Respondents for the acquisition of two solar power projects in Tamil

Nadu and Bihar [hereinafter referred to as „Tamil Nadu SPA‟ and

„Bihar SPA‟, respectively]. Schedule VII of the Bihar SPA stipulates

that the Closing of the Tamil Nadu SPA constitutes a CP to the

Closing of the Bihar SPA. Therefore, fulfilment of the Tamil Nadu

SPA [hereinafter referred to as „Agreement‟] was critical for this

composite transaction to come to fruition.

7. The parties had mutually agreed to complete their respective

CPs as set out in Clause 5, read with Schedule VII of the SPAs, before

the Closing Long Stop Date („CLSD‟), i.e., 30.04.2025. Clause 11 of

Part A of Schedule VII constitutes the genesis of the dispute, requiring

the Respondents to convert the project land to the non-agricultural

category [hereinafter referred to as „NA Conversion Condition‟]. It is

also agreed as per the terms of the SPAs that should there be anon-

fulfilment of the CPs of the Agreement, Clause 5.6 would come into

effect, leading to termination of the Agreement.

8. Where the parties could not resolve a dispute within a period of

30 business days, then it has to be resolved as per Clause 16.2(b)-(c)

of SPAs for resolution by arbitration. The arbitration was to be

FAO(OS)(COMM) 14/2026 Page 4 of 25

administered by the Singapore International Arbitration Centre

(„SIAC‟) in accordance with the Arbitration Rules of SIAC

[hereinafter referred to as „SIAC Rules‟]. The Appellant invoked the

arbitration clause on 07.08.2025 by filing an Emergency Relief

Application before the SIAC, which ultimately culminated in the order

dated 27.08.2025 and Emergency Award/Order dated 28.08.2025, in

favour of the Appellant. The Emergency Arbitrator issued a

prohibitory injunction restraining the Respondents from, directly or

indirectly, creating any third-party rights or interests in the assets or

securities of the third Respondent or the fourth Respondent, except as

expressly permitted under the SPAs or with Appellant‟s prior written

consent. On 18.12.2025, upon the constitution of the main arbitral

tribunal, the injunction has been continued until further orders.

9. The Appellant filed the Section 9 Petition, bearing O.M.P.(I)

(COMM.) 464/2025, seeking a prohibitory injunction against the

Respondents to enforce the relief granted by the Emergency Arbitrator

effectively. However, the learned Single Judge rendered a finding that

the SPAs stood terminated, and refused to issue an injunction against

the Respondents on the following grounds:

i. The amendment agreement, which sought to convert the NA

Conversion Condition into a CS and extend the CLSD, was non-

binding because the parties did not execute it.

ii. The parties could not have extended the CLSD via e-mail, as

such an extension did not comply with the agreed procedure for

amending the CLSD.

FAO(OS)(COMM) 14/2026 Page 5 of 25

iii. Since the NA Conversion Condition remained a CP and CLSD

was not extended, the Agreement was automatically terminated as

provided under Clause 5.6, and issuing an injunction would have

amounted to reviving the SPAs, contrary to the parties‟ commercial

understanding.

iv. Even if the Agreement were not terminated, a relief of specific

performance would entail implications for the government authorities

rather than the Respondents, who are not privy to the Agreement.

v. The Appellant failed to meet the standard of establishing a

prima facie case in its favour, thus, no injunction can be granted.

10. Aggrieved by the dismissal of the Section 9 Petition, the present

Appeal has been preferred by the Appellant.

CONTENTIONS OF THE PARTIES:

11. Heard learned Senior Counsel for the parties at length and, with

their able assistance, perused the paperbook.

12. Learned Senior Counsel representing the Appellant has

submitted as follows:

i. The SPAs are not inherently determinable under Section 14(d)

3

of the Specific Relief Act, 1963

4

, as held by the Supreme Court in

K.S. Manjunath v. Moorasavirappa

5

.

3

Section 14(d)

4

SRA

5

2025 SCC OnLine SC 2378

FAO(OS)(COMM) 14/2026 Page 6 of 25

ii. Grant of specific performance would not amount to compelling

the local government authority to grant an approval, as held in

Solitaire BTN Private Limited v. The Executive Officer, Gram

Panchayat & Ors.

6

.

iii. The learned Single Judge, by deciding issues pending before the

Arbitral Tribunal and holding that the SPAs are incapable of specific

performance, has effectively rendered the arbitration infructuous.

iv. The SPAs continue to subsist and have not automatically

terminated. Reliance is placed upon the judgment of a Co-Ordinate

Bench of this Court in Upma Khanna v. Tarun Sawhney

7

.

v. The Respondents have failed to take best efforts to achieve

fulfillment of CPs, particularly the NA Conversion Condition.

vi. The learned Single Judge ignored the parties‟ contemporaneous

conduct showing conversion of the NA Conversion Condition from a

CP to a CS, and wrongly read Clause 17.5 as mandatory for such

conversion and for extension of the CLSD. Further, it has been

incorrectly concluded that Clause 5.8.3 is inapplicable for the

extension of CLSD without providing any reason.

vii. The learned Single Judge has failed to consider that the

Respondents deliberately delayed the completion of the trigger

automatic termination of the SPAs.

6

W.P.(MD) No.24713/2023

7

2012 SCC OnLine Del 2716

FAO(OS)(COMM) 14/2026 Page 7 of 25

viii. Lastly, the learned Single Judge has erred in not considering the

findings of the Emergency Award/Order.

13. Per contra, learned Senior Counsel representing the

Respondents has submitted as follows:

i. The scope of interference under Section 37 of the A&C Act

8

is

minimal. Even though this Court may find that another view is

possible, the interference is not called for.

ii. The SPAs were conditional upon fulfilment of the CP within the

CLSD and stood automatically terminated under Clause 5.6 upon

failure thereof. No obligation to extend the CLSD was contemplated.

The Appellant‟s prayer for interim relief seeks to rewrite the agreed

commercial bargain.

iii. The edifice of the Appellant‟s case rests on unsubstantiated

allegations of breach on the part of the Respondents, which have been

rightly rejected by the learned Single Judge in the Impugned Order.

iv. The learned Single Judge has correctly held that the Executive

Officer, Gangavarpatti Town Panchayat, was the competent local

authority to be approached for NA conversion.

v. The Appellant‟s allegation that the Respondents acted

dishonestly in pursuing the Tehsildar certificate is untenable. A

perusal of the emails dated 29.01.2025 and 30.01.2025 demonstrates

that the conduct complained of, if anything, reflects adversely on the

Appellant rather than the Respondents.

8

Section 37

FAO(OS)(COMM) 14/2026 Page 8 of 25

14. No other submissions were advanced by learned Senior Counsel

representing the parties.

ANALYSIS AND FINDINGS

15. It is by now well settled that the jurisdiction exercised by this

Court under Section 37 is narrow and circumscribed. An Appeal under

the said provision does not contemplate a rehearing on merits, nor

does it permit re-appreciation of facts as if this Court were exercising

original jurisdiction. Interference is warranted only where the

discretion exercised by the court below is demonstrated to be

arbitrary, perverse, manifestly illegal, or in disregard of the settled

principles governing the grant or refusal of interim measures.

16. Even where another view is possible on the same set of facts,

that circumstance alone does not justify appellate interference. The

law consistently discourages the substitution of judicial discretion

merely because the appellate court may be inclined to take a different

view. Such restraint is of particular significance in matters arising out

of commercial contracts between sophisticated parties, where

certainty, predictability, and adherence to contractual allocation of risk

form the bedrock of arbitration jurisprudence.

17. The Supreme Court, in Somdatt Builders NCC NEC (JV) v.

National Highway Authority of India

9

, has reiterated that while

exercising appellate jurisdiction under Section 37, courts must refrain

from undertaking an interpretative exercise of contractual terms,

particularly where the court of first instance has adopted a plausible

9

Civil Appeal No.2058/2012

FAO(OS)(COMM) 14/2026 Page 9 of 25

and reasoned construction. Though rendered in the context of an

Appeal under Section 37 arising from a Section 34 proceeding, the

principle of appellate restraint applies with equal force to Appeals

emanating from orders under Section 9.

18. Guided by the aforesaid principles, we now proceed to examine

the Impugned Order and the rival contentions of the parties, strictly

within the confines of the limited appellate jurisdiction vested in this

Court.

I. Nature of the Transaction and Interdependence of the SPAs

19. The factual backdrop of the case is largely undisputed. The

SPAs were executed as part of a composite and interlinked

commercial transaction for the acquisition of solar power projects

situated in the States of Tamil Nadu and Bihar.

20. The intrinsic linkage between the two SPAs is evident from the

express stipulation in the SPAs, which provides that the closing of the

Tamil Nadu SPA constitutes a CP to the closing of the Bihar SPA.

The contractual scheme, therefore, leaves no doubt that the

agreements were not intended to operate independently but were

designed as constituent parts of a single, integrated transaction. The

failure of one agreement was contractually contemplated to have a

determinative impact on the other.

21. In such cases, the Courts exercising jurisdiction under the A&C

Act must be slow to dilute or reconfigure such consciously negotiated

commercial structures. The role of the Court is to give effect to the

FAO(OS)(COMM) 14/2026 Page 10 of 25

bargain struck between the parties, and not to remodel the contractual

framework under the guise of interim protection.

II. Contractual Architecture: CPs, CLSD& Consequences

22. Clause 5 of the SPAs, read with Schedule VII, meticulously

enumerates that the CPs and PCAs are required to be fulfilled prior to

CLSD. Clause 11 of Part A of Schedule VII requires conversion of the

project land from agricultural to non-agricultural use, i.e., NA

Conversion Condition.

23. The significance of this condition is evident from the fact that

land-use conversion is fundamental to the viability, financing, and

regulatory compliance of a solar power project. The parties

consciously treated it as a CP and tied its fulfillment to the CLSD. The

original CLSD was fixed as 30.04.2025 and was thereafter extended

once, by mutual consent, till 31.05.2025.

24. Clause 5.6 of the SPAs provides that failure to fulfill the CP on

or before the CLSD would result in automatic termination of the

Agreement. The language employed is clear, unambiguous, and self-

operative, leaving no discretion with either party or the Court once the

stipulated event occurs.

III. Alleged Conversion of CP into CS and Extension of CLSD

25. The central plank of the Appellant‟s challenge rests on the

assertion that the NA Conversion Condition, though originally

stipulated as a CP, stood converted into a CS. It is contended that such

conversion arose either from the contemporaneous conduct of the

FAO(OS)(COMM) 14/2026 Page 11 of 25

parties or from a mutual understanding reflected in inter se

correspondence and a draft amendment circulated between them.

26. The aforesaid contention has been examined in detail by the

learned Single Judge and, in the considered view of this Court, rightly

rejected. Clause 17.5 of the SPAs unequivocally mandates that any

amendment or modification of the Agreement must be in writing and

executed by all parties. Clause 17.10 further stipulates that any

waiver, relaxation, or forbearance in respect of contractual obligations

must be express and in writing. These provisions are not procedural

formalities but embody a deliberate commercial choice, consciously

incorporated to exclude informal, implied, or unilateral variations.

27. The material relied upon by the Appellant falls manifestly short

of these contractual requirements. The draft amendment remained

unsigned and was expressly circulated only for discussion purposes.

The email exchanges, even when read cumulatively and in the manner

most favourable to the Appellant, do not evince any concluded

agreement in accordance with the SPAs. To accord binding effect to

such material would be to disregard the express contractual

mechanism agreed upon by the parties.

28. The reliance placed by the Appellant on Clause 5.8.3 to contend

that the CLSD stood extended, or that the CP stood converted into a

CS, through correspondence is equally untenable. Clause 5.8.3 cannot

be read in isolation so as to dilute or override the mandatory

requirements stipulated under Clause 17.5. The SPAs must be

FAO(OS)(COMM) 14/2026 Page 12 of 25

construed as a cohesive whole, and any interpretation which renders

one provision otiose or nugatory is impermissible in law.

29. In this backdrop, the learned Single Judge was justified in

holding that the NA Conversion Condition continued to operate as a

CP and that, in the absence of a validly executed amendment, the

CLSD was never extended beyond 31.05.2025. The said finding is a

plausible and reasoned conclusion drawn from the contractual text and

the material on record and does not warrant interference.

IV. Automatic Termination and the Question of Fault

30. Having held that the NA Conversion Condition was

contractually stipulated as a CP, that it was never validly converted

into a CS, and that it remained unfulfilled within the extended CLSD,

the legal consequence flowing from such non-fulfillment must now be

examined. The SPAs leave no ambiguity in this regard. Clause 5.6

expressly provides that failure to fulfill the CPs on or before the

CLSD would result in automatic termination of the Agreement.

31. The operation of Clause 5.6 is self-executing. Upon non-

fulfillment of the CPs within the stipulated timeline, the Agreement

stood terminated by operation of contract, without requiring any

further act, election, or declaration by either party. Once such

automatic termination is triggered, the contractual relationship

between the parties stands extinguished in all practical respects,

subject only to any consequences that may survive termination.

FAO(OS)(COMM) 14/2026 Page 13 of 25

32. The Appellant has sought to avoid this consequence by

contending that the non-fulfillment of the NA Conversion Condition

was attributable to lack of best efforts, delay, and dishonest conduct

on the part of the Respondents.

33. Firstly, the Appellant‟s allegation that the Respondents failed to

exercise “best efforts” to obtain the NA Conversion is wholly

unsubstantiated. The Agreement does not cast an exclusive or absolute

obligation upon the Respondents to secure such conversion, nor does

it prescribe any fixed timeline or standard beyond reasonable

cooperation. In the absence of a clear contractual breach, a vague

assertion of inadequate effort cannot be sustained.

34. Secondly, the plea of delay on the part of the Respondents is

equally misconceived. The material on record does not demonstrate

any deliberate or attributable delay that could be characterised as a

breach of contract. On the contrary, the correspondence indicates that

the process of NA conversion was subject to statutory authorities and

external contingencies, for which the Respondents could not be

faulted.

35. Thirdly, the allegation of dishonest conduct or mala fides on the

part of the Respondents is not only unsupported by evidence but is

also conspicuously absent from the foundational pleadings. Such

serious imputations cannot be sustained on mere inference or

conjecture, particularly in commercial contracts. The learned Single

Judge has rightly observed that no material whatsoever was placed on

record to substantiate this charge.

FAO(OS)(COMM) 14/2026 Page 14 of 25

36. Lastly, the Appellant‟s attempt to attribute the non-fulfillment

of the NA Conversion Condition exclusively to the Respondents,

overlooks its own contractual rights and obligations. Even assuming

that the act of obtaining NA Conversion was ministerial in nature,

nothing prevented the Appellant from itself taking ownership of the

process and proceeding towards closure. The Appellant‟s inaction

cannot be recast as a breach by the Respondents.

37. Further, the allegation that the Respondents deliberately delayed

completion of the CPs by undertaking internal restructuring is an

afterthought. The record shows that such restructuring was carried out

with prior intimation to, and with the knowledge and consent of, the

Appellant.

38. Therefore, the learned Single Judge has correctly found that this

premise is neither contractually nor factually supported. We find no

reason to interfere with the well-reasoned conclusion that the

allegations of breach are an afterthought, raised only to evade the

contractual consequences of non-fulfillment of CPs.

39. Further, at the stage of proceedings under Section 9, this Court is

required neither to undertake a detailed enquiry into disputed

questions of fact nor to record findings on allegations of breach, mala

fides, or fault. More fundamentally, Clause 5.6 does not predicate

termination upon attribution of fault. The contractual scheme clearly

indicates that the parties treated time-bound fulfillment of the CPs as

fundamental to the transaction, and consciously agreed that failure

FAO(OS)(COMM) 14/2026 Page 15 of 25

thereof would bring the Agreement to an end, irrespective of the

reasons for such failure.

40. To accept the Appellant‟s submission would be to read into

Clause 5.6 a fault-based exception which the parties themselves did

not incorporate. Such an approach would amount to rewriting the

contractual bargain and converting a time-bound conditional

transaction into an open-ended arrangement, contrary to the express

terms of the SPAs and the commercial intent underlying them.

41. Furthermore, the judgments relied upon by the Appellant

pertain to agreements for sale of immovable property and proceed on

the settled principle that time is ordinarily not of the essence in such

contracts. Those authorities are clearly distinguishable and have no

application to the present case, which concerns the sale of equity

shares, i.e., movable property, in going concerns, with only an

ancillary CP relating to land-use conversion of immovable property

owned by the Respondents. Moreover, having regard to the structure

of the SPAs, including the Lockbox mechanism and the automatic

termination clause, time was expressly and unequivocally of the

essence for completion of the transaction.

42. The Appellant‟s reliance on Upma Khanna (supra) is

misconceived. The said decision arose at an interlocutory stage, where

injunctive relief was granted on a prima facie finding that the sellers,

despite receipt of confirmation from the competent authority, had

deliberately declined to proceed with the transaction. Significantly, the

said prima facie view did not survive final adjudication, and the suit

FAO(OS)(COMM) 14/2026 Page 16 of 25

for specific performance was ultimately dismissed vide RFA(OS)

34/2019 by this Court. In contrast, the Respondents herein have placed

material on record evidencing bona fide and continuous efforts to

obtain NA Conversion, which has not been granted to date for reasons

beyond their control. The factual and legal premise of Upma Khanna

(supra) is thus wholly absent, and the Appellant has failed to establish

any breach on the part of the Respondents.

43. In the aforesaid backdrop, the learned Single Judge was

justified in holding that, upon non-fulfilment of the NA Conversion

Condition within the extended CLSD, the Agreement stood

automatically terminated by operation of Clause 5.6 of the SPAs. The

rejection of the Appellant‟s fault-based challenge is founded on a

correct appreciation of the contractual scheme, which does not

predicate termination upon attribution of breach or mala fides.

V. The Alleged Infructuousness of Arbitration

44. The Appellant has contended that the refusal of interim

protection under Section 9 renders the arbitration infructuous and

amounts to a pre-judging of issues pending before the arbitral tribunal.

The submission proceeds on the premise that unless interim protection

is granted, the arbitral proceedings would be reduced to a mere

academic exercise.

45. The jurisdiction conferred upon the Court under Section 9 is

well recognised to be protective and ancillary in nature. The object of

Section 9 is to preserve the subject matter of arbitration and to

safeguard the rights of parties pending adjudication. Pertinently, the

FAO(OS)(COMM) 14/2026 Page 17 of 25

aforesaid provision does not operate in a vacuum; rather, it proceeds

on the foundational requirement that a subsisting and enforceable right

exists which is capable of protection by way of interim measures.

46. Where, upon a prima facie examination of the contractual

framework and the material placed on record, the Court arrives at the

conclusion that the underlying Agreement has ceased to subsist, the

jurisdiction under Section 9 cannot be invoked to grant interim relief

so as to resurrect or revive a terminated contract. Grant of interim

protection in such circumstances would amount to granting final relief

in the guise of an interim measure and would run contrary to the

settled principles governing Section 9.

47. In the present case, the learned Single Judge, after a careful

examination of the SPAs and the material on record, found that the

Agreement stood automatically terminated upon non-fulfilment of the

CPs within the CLSD. Once such a prima facie finding was returned,

the refusal to grant interim protection was a natural and logical

consequence. The contention that the Court ought nevertheless to have

granted interim relief would require the Court to proceed on the

assumption that the Agreement continued to subsist, despite a contrary

prima facie finding.

48. We also find no merit in the submission that the learned Single

Judge has pre-judged or foreclosed the issues pending before the

arbitral tribunal. The Court has not rendered any final or conclusive

determination on the merits of the disputes between the parties. The

examination undertaken was limited to ascertaining whether, as on the

FAO(OS)(COMM) 14/2026 Page 18 of 25

date of filing of the Section 9 Petition, there existed a subsisting

Agreement capable of enforcement. Such an enquiry is inherent in the

exercise of jurisdiction under Section 9 and does not trench upon the

adjudicatory domain of the arbitral tribunal.

49. It bears emphasis that the arbitral tribunal remains free to

adjudicate upon all disputes raised by the parties in accordance with

law, including issues relating to breach, fault, and consequences

thereof. The refusal of interim protection under Section 9, founded on

a prima facie view as to non-subsistence of the Agreement, does not

denude the arbitral tribunal of its jurisdiction nor render the arbitral

proceedings infructuous.

50. In this backdrop, this Court is of the opinion that the learned

Single Judge was justified in holding that no case for the grant of

interim protection under Section 9 was made out. The conclusion that

interim relief could not be granted in the absence of a subsisting

Agreement is a reasoned and legally sustainable view, consistent with

the limited and ancillary nature of Section 9 jurisdiction.

VI. Allegations of Approaching Incorrect Authorities

51. The contention that the Respondents approached the wrong

authority for NA Conversion is untenable. The learned Single Judge

has rightly held that the Executive Officer, Gangavarpatti Town

Panchayat was the competent authority, a position reinforced by the

Madras High Court‟s judgment directing the very same authority to

issue the NA Conversion. The Respondents‟ repeated representations

FAO(OS)(COMM) 14/2026 Page 19 of 25

to the said authority during the subsistence of the SPAs and the agreed

extension establish bona fide and diligent efforts.

52. Further, the allegation that approaching the Tehsildar was

dishonest is equally misconceived. The contemporaneous

correspondence shows that such steps were taken with the Appellant‟s

knowledge and were even suggested as an interim measure to

facilitate closing. The Appellant‟s shifting and contradictory positions

render the allegation wholly unsustainable.

VII. Specific Performance and Statutory Approvals

53. Further, the learned Single Judge has rightly held that even

assuming the SPAs had subsisted, the relief sought by the Appellant

would, in effect, amount to enforcing contractual obligations

contingent upon the grant of statutory approval. The NA Conversion

Condition was dependent upon the discretion of the competent

authority, namely the Executive Officer, Gangavarpatti Town

Panchayat, and was not within the control of either party. Despite

persistent efforts and repeated communications by the Respondents

over several months, the NA Conversion was not granted,

demonstrating that such approval was not a matter of course.

54. Grant of interim protection in such circumstances would

necessarily require the Court to presume that the statutory approval

would be forthcoming, or to indirectly compel steps leading to such

approval. Such an approach is impermissible. As held by the Supreme

Court in Nand Kishore Lalbhai Mehta v. New Era Fabrics

10

, where

10

(2015) 9 SCC 755

FAO(OS)(COMM) 14/2026 Page 20 of 25

performance of a contract is subject to grant of permission by a

statutory authority and such permission is not obtained, the contract

cannot be specifically enforced and the purchaser‟s remedy, if any,

lies elsewhere. The principle applies a fortiori in the present case,

where no consideration has been paid and the SPAs contain an

automatic termination clause which has admittedly taken effect.

55. The position is further reinforced by the decision of the

Supreme Court in Puravankara Projects Ltd. v. Hotel Venus

International Ltd.

11

, which holds that where an agreement is subject

to governmental permission, failure to obtain such permission renders

the agreement unenforceable. This is also consistent with the settled

principle noted in Chitty on Contracts that an obligation subject to a

CP not within the control of the parties will not be specifically

enforced before the condition occurs.

56. Further, Solitaire BTN Solar (supra) does not establish that NA

Conversion is automatic or inevitable, as borne out by the admitted

fact that permission has not been granted in the present case despite

sustained efforts. Nirmala Anand (supra) turned on a change in law

and the express willingness of the statutory authority to grant

approval, neither of which exists here. Furthermore, that case did not

involve an automatic termination clause. K.S. Manjunath (supra)

deals with contracts that are inherently determinable within the

meaning of Section 14(d). The present case, however, does not turn on

inherent determinability but on an express contractual stipulation

providing for automatic termination upon the occurrence of specified

11

(2007) 10 SCC 33

FAO(OS)(COMM) 14/2026 Page 21 of 25

contingencies. The ratio of the aforesaid decisions, therefore, has no

application to the facts at hand.

57. The SPAs expressly provided for automatic termination upon

non-fulfillment of CP within the agreed timelines. The contracts thus

came to an end by operation of their own terms, and not on account of

any breach or bad faith attributable to the Respondents. In the absence

of any breach, the question of reviving a self-terminated contract or

granting specific performance, even at a prima facie stage, does not

arise.

58. In this backdrop, the learned Single Judge was justified in

holding that no interim relief in the nature of specific performance

could be granted in respect of obligations contingent upon uncertain

statutory approvals.

VIII. Consideration of Emergency Award/Order and its findings

59. The Appellant has urged that the learned Single Judge erred in

not according due weight to the Emergency Award/Order. At the

outset, it is necessary to delineate the source and scope of such an

Award/Order. The Emergency Award/Order in the present case

emanates from the parties‟ agreement to arbitrate under the SIAC

Rules and derives its authority from the contractual adoption of those

rules. The powers exercised by an Emergency Arbitrator are,

therefore, procedural in nature and traceable to the institutional

framework agreed between the parties, and not to the A&C Act.

FAO(OS)(COMM) 14/2026 Page 22 of 25

60. Significantly, Clause 16.1 of the SPAs expressly provides that

the Agreement shall be governed by Indian law and that the courts at

New Delhi shall have exclusive jurisdiction, subject to arbitration. The

legal consequence of this stipulation is that questions relating to the

subsistence, enforceability, or termination of the SPAs, as also the

grant of interim measures, must necessarily be examined in

accordance with Indian substantive law and the statutory framework

under the A&C Act. The SIAC Rules, including the standards applied

by an Emergency Arbitrator, cannot displace or dilute the jurisdiction

of Indian courts exercising powers under Section 9.

61. It is in this backdrop that the role of the Emergency

Award/Order falls to be considered. As recorded in the Impugned

Order and fairly acknowledged by learned Senior Counsel for the

Appellant, the entitlement to interim relief under Section 9 must be

independently established before the Court, irrespective of any interim

order passed by the arbitral tribunal. A Co-Ordinate Bench of this

Court in Raffles Design International (India) (P) Ltd. v. Educomp

Professional Education Ltd

12

has authoritatively held that an

Emergency Award/Order does not bind the Court under Section 9,

which is required to apply its own mind to the material on record and

assess the prayer for interim relief in accordance with Indian law.

62. In the present case, the Emergency Arbitrator granted relief at a

preliminary stage on the basis of a “reasonably arguable” case, while

expressly recording that the determination was based on a limited

evidentiary record and that the merits of the dispute would be

12

(2016) SCC OnLine Del 5521

FAO(OS)(COMM) 14/2026 Page 23 of 25

examined by the regular arbitral tribunal. The Emergency

Award/Order thus proceeded on a lower threshold, tailored to the

exigencies of emergency relief under the SIAC framework, and was

accompanied by explicit caveats as to its tentative nature.

63. When the Appellant‟s prayer is examined on the touchstone of

the settled principles governing grant of injunctions under Indian law,

it becomes evident that the essential requirements are not satisfied.

First, in view of the prima facie finding that the SPAs stood

automatically terminated upon non-fulfillment of the CPs within the

CLSD, no subsisting contractual right capable of protection by way of

interim injunction has been demonstrated. Section 9 jurisdiction

cannot be invoked to preserve or enforce rights arising from a contract

which has, prima facie, ceased to subsist.

64. Secondly, the balance of convenience does not lie in favour of

the Appellant. The interim relief sought would continue wide-ranging

restraints over assets and securities valued at approximately USD 12

million, notwithstanding that no consideration has been paid and the

transaction itself failed to close within the agreed timelines. Grant of

such relief would impose disproportionate commercial and operational

burdens upon the Respondents, while effectively conferring upon the

Appellant the benefits of the transaction without performance of its

reciprocal obligations.

65. Thirdly, the Appellant has failed to demonstrate any irreparable

injury warranting interim protection. The SPAs contemplate monetary

consequences upon termination, and any alleged loss suffered by the

FAO(OS)(COMM) 14/2026 Page 24 of 25

Appellant is capable of being adequately compensated in damages. As

emphasised by the Supreme Court in Colgate Palmolive Ltd. v.

Hindustan Lever Ltd.

13

, interlocutory injunctions are not to be granted

merely on assertions of apprehended injury, but only where the

cumulative requirements of prima facie case, balance of convenience,

and irreparable harm are satisfied.

66. In these circumstances, the Emergency Award/Order, founded

on a lower and provisional standard and rendered without the benefit

of the complete evidentiary record available before the Court in the

Section 9 proceedings, could not govern or dictate the outcome of the

Appellant‟s case. The learned Single Judge rightly proceeded on a

fuller record, applied the correct statutory and equitable principles,

and declined interim relief.

CONCLUSION:

67. In view of the foregoing discussion, this Court finds no

perversity, illegality, or jurisdictional infirmity in the Impugned

Order. The SPAs stood automatically terminated upon non-fulfillment

of the CP within the CLSD, and the Appellant has failed to establish

any subsisting right warranting protection by way of an interim

injunction.

68. The interim relief sought would, in effect, extend contractual

restraints, originally limited to a defined period, throughout the

pendency of the arbitral proceedings, without payment of any

consideration, in respect of assets valued at approximately USD 12

13

(1997) 7 SCC 1

FAO(OS)(COMM) 14/2026 Page 25 of 25

million. Grant of such relief would impose disproportionate and

irreparable commercial burdens upon the Respondents, wholly

unwarranted in the facts of the present case.

69. At the same time, the learned Single Judge has adequately

balanced equities by directing the Respondents to deposit a sum of

INR 3 crores, a direction with which the Respondents have duly

complied.

70. Having considered the rival submissions and bearing in mind

the limited scope of appellate interference under Section 37, this Court

finds that the present Appeal is devoid of merit.

71. The learned Single Judge has undertaken a detailed and careful

examination of the facts of the case in the light of the applicable legal

principles while passing the Impugned Order. The analysis of the

terms of the SPAs is thorough and well-reasoned.

72. The Impugned Order is accordingly upheld, and the Appeal

stands dismissed. All pending applications also stand disposed of.

73. It is clarified that the observations contained in this judgment

are confined to the adjudication of the present proceedings and shall

not influence the determination of the disputes on merits by the

arbitral tribunal.

ANIL KSHETARPAL , J.

AMIT MAHAJAN , J.

APRIL 15, 2026/sp/sh