Thor Ventures (Opc) Private Limited vs Nyeq Technologies Private Limited

* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Judgment reserved on : 15.10.2026
Judgment delivered on: 28.10.2026

# CNR No. DLHC010476932026
+ O.M.P.(I) (COMM.) 461/2026, I.A. 27471/2026, I.A. 27472/2026, I.A.
27473/2026, I.A. 28169/2026 & I.A. 28240/2026

# CNR No. DLHC010477292026
+ O.M.P.(I) (COMM.) 462/2026, I.A. 27476/2026, I.A. 27477/2026, I.A.
27478/2026, I.A. 28153/2026 & I.A. 28154/2026

THOR VENTURES (OPC) PRIVATE LIMITED .....Petitioner

versus

NYEQ TECHNOLOGIES PRIVATE LIMITED .....Respondent

Advocates who appeared in this case:
For the Petitioner : Mr. Dayan Krishnan, Senior Advocate with Mr.
Saurab Seth, Mr. Sukrit Seth, Mr. Thakur Ankit
Singh, Ms. Liza Arora, Ms. Neelampreet Kaur, and
Mr. Kabir Dev, Advocates.

For the Respondent : Mr. Sahil Sethi, Mr. Kanishk Kumar, Mr. Samriddh
Bindal and Mr. Priyansh Kohli, Advocates.

CORAM:
HON’BLE MR. JUSTICE TUSHAR RAO GEDELA
J U D G E M E N T
TUSHAR RAO GEDELA, J.
I.A. 27471/2026 (Under Order XXXIX Rules 1 and 2 CPC) in O.M.P. (I)
(COMM) 461/2026 & I.A. 27476/2026 (Under Order XXXIX Rules 1 and
2 CPC) in O.M.P. (I) (COMM) 462/2026

Signature Not Verified
O.M.P.(I) (COMM.) 461/2026 & O.M.P.(I) (COMM.) 462/2026 Page 1 of 43

Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

1. These are applications on behalf of the petitioner under Order XXXIX

Rules 1 and 2 read with Section 151 of the Code of Civil Procedure, 1908,
seeking ad-interim protection with respect to properties bearing No. A-211,
DLF City, Phase-I, DLF Qutub Enclave, Tehsil and District Gurugram,
Haryana, admeasuring 420 sq. mtrs. (502.32 sq. yards) and No. B-7/4, DLF
City, Phase-I, DLF Qutub Enclave, Tehsil and District Gurugram, Haryana,
admeasuring 420 sq. mtrs. (502.32 sq. yards), which are subject matters of
present petitions filed under Section 9 of the Arbitration and Conciliation Act,
1996 (hereinafter referred to as “the Act” ).
BRIEF FACTS
2. The petitioner and the respondent executed two Agreements to Sell
(hereinafter referred to as “ATS” ) with identical terms and conditions as
follows:
(i) Agreement to Sell dated 04.05.2019in relation to property
bearing no. B-7/4, DLF city, Phase-l, DLF Qutub Enclave, Tehsil and
District Gurgaon, Haryana;
(ii) Agreement to Sell dated 04.05.2019 in relation to property
bearing no. A-2/1, DLF city, Phase-l, DLF Qutub Enclave, Tehsil and
District Gurgaon, Haryana.
3. The petitioner had paid Rs.5,00,000/- each towards a consideration of
Rs.5,62,24,000/- of each property, thus paying a total of Rs.10,00,000/- out of
the combined sale consideration of Rs.11,24,48,000/- during the signing of
the two ATSs. Per Clause 3 of the ATSs, certain obligations were to be
fulfilled by the respondent, such as boundary/fencing of the property, erection
of name board, mutation of seller to be updated in the revenue records of
DLF, No Dues Certificate/House Property Tax upto date, No Dues Certificate
and NOC for sale of property from RWA/DLF/DLF Maintenance Agency.
Signature Not Verified
O.M.P.(I) (COMM.) 461/2026 & O.M.P.(I) (COMM.) 462/2026 Page 2 of 43

Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

4. Pursuant to the respondent’s instructions, the petitioner paid

Rs.92,031/- to DLF towards mutation & late construction charges and a
further sum of Rs.7,093/- to DLF Estate Developers Ltd. towards
maintenance charges for Property No. B-7/4. The petitioner further paid
Rs.58,358/- to DLF towards mutation & late construction charges and
Rs.7,093/- to DLF Estate Developers Ltd. towards maintenance charges for
Property No. A-2/1. The mutation was effected in favour of the respondent on
09.09.2019 and 12.09.2019 for the B-7/4 and A-2/1 respectively, and the
respondent handed over the original Endorsement Letter and Certified Zoning
Plan dated 09.09.2019 for both properties to the petitioner.
5. However, allegedly, the respondent delayed fulfilment of its obligations
under Clause 3 of the ATSs and further informed the petitioner that the
original title documents were with the director of the respondent in Dubai.
6. The petitioner had got loans sanctioned for the balance consideration

for each property from Pooja Finelease Limited (hereinafter referred to as
‘ PFL’ ) through two Loan Sanction Letters dated 07.07.2019. However, the
respondent never came forward to execute the sale deeds as per the ATSs, and
sent back the consideration of Rs.5,00,000/- each for both properties to the
petitioner on 08.02.2021.
7. Apprehending that the respondent would create third party rights in the
subject properties, the petitioner invoked the Arbitration Clause encapsulated
in Clause 11 of the ATSs vide notice dated 08.02.2021 with respect to both
the properties, appointing Mr. Rajat Bhalla as the Sole Arbitrator. The Sole
Arbitrator passed a stay order dated 11.02.2021 with respect to the subject
properties.
Signature Not Verified
O.M.P.(I) (COMM.) 461/2026 & O.M.P.(I) (COMM.) 462/2026 Page 3 of 43

Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

8. Subsequently, vide order dated 15.02.2023, in a petition filed by the

respondent under Section 14 of the Act, Mr. Rajat Bhalla was replaced by Mr.
Justice Jayant Nath (Retd.) as the Sole Arbitrator.
9. The petitioner filed its Statement of Claim on 09.03.2021 with the
following prayers:
“ (a) Pass an Award for Specific Performance of Agreement dated
04.05.2019 in favour of the Claimant and against the Respondent whereby
directing the Respondent to comply with the terms of the Agreement to Sell
dated 04.05.2019 and get the Sale Deed registered in respect of A-2/1,
DLF city, Phase-l, DLF Qutub Enclave, Tehsil and District Gurgaon,
Haryana admeasuring 420 Sq. Mts. (502.32 Sq yards) in favour of the
Claimant with Damages of Rs. 10,00,000/- in favour of the Claimant in
terms of Clause 5 of the said Agreement to Sell dated 04.05.2019;

(b) Pass an Award for Permanent Injunction in favour of the Claimant
and against the Respondent whereby restraining the Respondent or its
agents, assignees, nominees, etc. from interfering with the peaceful
possession and occupation of property bearing no. A-2/1, DLF City,
Phase-l, DLF Qutub Enclave, Tehsil and District Gurgaon, Haryana
admeasuring 420 Sq. Mts. (502.32 Sq. yards) and from parting with
possession thereof, creating any 3'd Party interest or alienating the same
till such time the Sale Deed is registered in favour of the Claimant;

(c) Pass an Award in favour of the Claimant and against the
Respondent whereby directing the Respondent to pay the Litigation
Charges to the Claimant.”

10. An identical Statement of Claim with respect to the B-7/4 property was

also filed seeking the same relief as above.
11. The respondent filed its Statements of Defence on 04.06.2021 in both

the arbitration proceedings, inter alia, claiming that the ATSs dated
04.05.2019 were forged and sham, executed by a person without authorisation
from the respondent, relying on fake board resolutions. The respondent
claimed that it only became aware of the deposit of Rs.5 lakh by the petitioner
in January, 2021, and returned the said amount promptly on 08.02.2021. The
respondent further alleged that the payment had been with respect to a loan
Signature Not Verified
O.M.P.(I) (COMM.) 461/2026 & O.M.P.(I) (COMM.) 462/2026 Page 4 of 43

Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

transaction with the promoter of the petitioner. The respondent levelled
allegations that the petitioner is a One-Person Company, and the Director had
been involved in a loan transaction with another entity connected with the
director of the respondent, which led to acrimonious relations between the
parties. As such, there was no question of executing an ATSs with the
petitioner.
12. The petitioner, in rejoinder dated 07.08.2021, in both the arbitration
proceedings, stated that the respondent has never taken any action against the
authorised representative, despite now claiming that he was not authorised to
execute the ATSs on his behalf.
13. The learned Sole Arbitrator framed the following issues on 07.08.2021:
“I. Whether this Arbitral tribunal has jurisdiction to try and entertain
the present case? OPR
II. Whether the claimant is entitled to a decree of specific performance
of the agreement dated 4.5.2019 and damages? OPC
III. Whether the Claimant is entitled to the relief of permanent
injunction as per prayer (b) of the claim petition? OPC
IV. Whether this Arbitral Tribunal has been validly constituted under
the agreement dated 4.5.2019? OPR
V. Whether Mr. Gaurav Bhargava has any authority from the
Respondent company to enter into the agreement dated 4.5.2019 with the
Claimant? OPR
VI. Relief ? OPC”

An additional issue was added as Issue II(a) on 08.05.2023:
“II(a). Whether the Claimant proves that he has performed / has
always been ready and willing to perform the essential terms of the
contract which are to be performed by him? ”


14. Further, the learned Sole Arbitrator continued the interim order dated
11.02.2021 till the disposal of the arbitration proceedings.
15. After several hearings the learned Sole Arbitrator passed separate
Awards dated 26.09.2026 in both the proceedings with the following identical
findings:
Signature Not Verified
O.M.P.(I) (COMM.) 461/2026 & O.M.P.(I) (COMM.) 462/2026 Page 5 of 43

Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

(i) With respect to Issue Nos.I and IV, the learned Arbitral Tribunal
was validly constituted and had the jurisdiction to entertain the case.

(ii) With respect to Issue No.V, the petitioner has proved that the
ATSs dated 04.05.2019 were valid and duly executed by the authorised
representative of the respondent.
(iii) With respect to Issues No.II, II(a) and III, the Loan Sanction
Letter dated 07.07.2019 is a sham document, and therefore, the
petitioner had failed to prove readiness and willingness to perform the
essential terms of the contract. As such, the petitioner was not entitled
to either the specific performance of ATSs dated 04.05.2019 or
permanent injunction.
(iv) The respondent is entitled to costs of Rs.15,00,000/- .
16. In view of the above, the petitioner has moved this Court under Section
9 of the Act to restrain the respondent from creating third party rights in the
subject properties during the pendency of challenge to the Awards dated
26.09.2026 under Section 34 of the Act.
CONTENTIONS OF THE PETITIONER
17. Mr. Dayan Krishnan, learned senior counsel appearing for the
petitioner, at the outset contended that the impugned Award dated 26.09.2026,
while upholding the validity of the ATSs dated 04.05.2019, had non-suited
the petitioner on the failure of the petitioner to establish its readiness and
willingness by holding that the Loan Sanction Letter dated 07.07.2019
(hereinafter referred to as “ LSL”) of PFL is a sham document. According to
learned senior counsel, the said finding is perverse for the reason that there is
no evidence brought on record enabling the learned Arbitral Tribunal to give a
conclusive finding that the said document is sham. In fact, according to the
Signature Not Verified
O.M.P.(I) (COMM.) 461/2026 & O.M.P.(I) (COMM.) 462/2026 Page 6 of 43

Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

learned senior counsel, there is overwhelming evidence to the contrary,
produced on record by the petitioner apart from oral evidence in the form of
examination of CW-2, the authorised representative of PFL, who
categorically asserted not only the financial status of the said company but
also supported all the relevant financial documents placed on record.
18. The learned senior counsel would stoutly contend that even though the
law relating to evidence may not be applicable stricto sensu to the arbitral
proceedings, however, the appreciation of evidence and consideration of the
same cannot be diluted. It is the vehement contention of the learned senior
counsel that without either the respondent or the learned Arbitral Tribunal
putting relevant question to discredit the oral evidence of CW-2 or the loan
document alongwith other documents to the CW-2, rendering conclusive
findings to the extent that the document is sham without any such legalistic
evaluation, would amount to clear perversity in the findings recorded by the
learned Arbitral Tribunal. This perversity, according to the learned senior
counsel, propelled the learned Tribunal to reject the claim sought for specific
performance which has necessitated the petitioner to seek urgent interim
protection from this Court.
19. In support of the aforesaid submissions, Mr. Krishnan, learned senior
counsel, copiously referred to the examination-in-chief by way of affidavit of
CW-2 and his cross-examination. He would contend that on a clear reading of
the evidence as also the cross-examination, it is apparent that the learned
Arbitral Tribunal misdirected itself and committed not only error but also
perversity by concluding, without any ostensible reason, that the petitioner
has failed to establish readiness and willingness. He would contend that CW-2
has clearly withstood the cross-examination, and in fact has established that
PFL is registered as Non Banking Financial Company (hereafter referred to as
Signature Not Verified
O.M.P.(I) (COMM.) 461/2026 & O.M.P.(I) (COMM.) 462/2026 Page 7 of 43

Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

the “NBFC”) with the Reserve Bank of India (hereinafter referred to as the
“RBI”) as also that the asset size of the said company is worth Rs.200 crores.
To the question in respect of examination of title documents is concerned,
learned senior counsel would submit that it is the admitted case of the
respondent that original title documents are lost and it is only the photocopies
which were furnished for verification, thus, the said instance could not have
weighed against the petitioner. Equally, to the question relating to physical
inspection of the property, CW-2 affirmed the same. Learned senior counsel
would also contend that CW-2 also answered in the affirmative and with
conviction that the disbursement is not advancement of the loan but against
the mortgage of the registered sale deed of the property which would be
executed in favour of the petitioner. He also would submit that the CW-2 also
withstood and supported the LSL by asserting that even if the said letter was
valid for a limited period, PFL is ready and willing to pay the sale
consideration even as on the day when the witness was being cross-examined.
Learned senior counsel would further submit that the learned Arbitral
Tribunal returned no finding on the respondent’s prior obligations under
Clause 3 of the ATSs dated 04.05.2019 which were a pre-condition to the
payment of the balance consideration, thus being integral to any finding on
readiness and willingness.
20. In view of the above, learned senior counsel would contend that all the
ingredients that are required by the purchaser to establish readiness and
willingness have in fact been brought on record and proved duly in
accordance with law. According to him, in such circumstances rejecting the
establishment of readiness and willingness merely on the ipse dixit of the
learned Arbitral Tribunal that the LSL is a sham document is abject perversity
which may require this Court to consider granting interim relief. Learned
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

senior counsel would rely on the judgement of the Supreme Court in
Ssangyong Engineering v. NHAI, (2019) 15 SCC 131 and the judgement of a
Division Bench of this Court in D.V. Anand v. HPCL, FAO (OS)(COMM)
139/2018 dated 01.07.2026 to contend that the said finding is perverse.
21. Apart from the above, learned senior counsel would submit that the
only assets available with the respondent are the subject properties. This,
coupled with the fact that the petitioner did not seek any alternate relief of
damages and solely sought a claim of specific performance, in case this Court
is not inclined to pass any interim orders restraining the respondent from
disposing of the only two assets it has, the challenge to impugned Arbitral
Awards by the petitioner under Section 34 of the Act filed by the petitioner,
would be rendered infructuous. He would contend that since no damages were
sought by petitioner and in case no interim orders restraining the respondent
from alienating the only properties it has is passed, not only the pendency of
the petition under Section 34 would be rendered infructuous, the petitioner
would actually be left with no remedy. He would contend that no party can be
left remediless.
22. In order to demonstrate perverse findings learned senior counsel
copiously read relevant paragraphs of the impugned Arbitral Award dated
26.09.2026. In particular, after having perused the LSL and the statement of
the witnesses and their cross-examination the learned Arbitral Tribunal came
to definitive conclusions in paras 91, 92, 93, and 96. According to learned
senior counsel, these conclusions without there being any evidence or cross-
examination to support, can be referred as extraneous to the pleadings or the
evidence on record and must be necessarily eschewed from consideration. If
so eschewed, according to learned senior counsel, the learned Arbitral
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

Tribunal could not, in any manner whatsoever, conclude that the petitioner
could not establish readiness and willingness.
23. On law, learned senior counsel would refer to and heavily rely on the
judgement of the Supreme Court in Home Care Retail Marts Pvt. Ltd v.
Haresh N. Sanghavi , 2026 INSC 415 , to submit that even an unsuccessful
party to the arbitration proceedings is entitled to invoke a petition under
Section 9 seeking post award interim protection/relief. He would submit that
the Supreme Court has observed that such interference or interim protection
orders can be granted by a Court only in “rare and compelling cases”. He
would submit that the present case illustrates one such situation for the reason
that the subject matter of the disputes is the subject property which, if
disposed, would render not only the present petition infructuous, but also the
challenge to the impugned Awards under Section 34 of the Act. This, coupled
with the fact that the petitioner did not seek any relief of damages and the
subject properties are the only assets of the respondent, the petitioner would
be rendered remediless. He would submit that the Supreme Court also
observed that invocation of Section 9 of the Act by an unsuccessful party may
prevent irreparable prejudice and at the same time preserve the efficacy of the
challenge laid in a petition under Section 34 of the Act. The only caveat
placed by the Supreme Court in such a situation upon such a party was the
higher threshold of establishing prima facie case for seeking interim relief. He
would submit that all the aforesaid ingredients are fully met with in the
present facts. Learned senior counsel relied on Saptarishi Hotels Pvt. Ltd. v.
National Institute of Tourism & Hospitality Management, (2019) SCC
Online TS 1765 which was approved in Home Care Retail (supra) to
illustrate that the Telangana High Court had allowed a petition under Section
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

9 of the Act by a party which had been unsuccessful before the arbitral
tribunal in its claim of restoration/specific performance.
24. Mr. Krishnan, learned senior counsel, would point out that as per the
Supreme Court’s decision in Gayatri Balasamy v. ISG Novasoft
Technologies Ltd., (2025) 7 SCC 1, the Court’s powers of severability and
modification of an arbitral award stand affirmed. Therefore, learned senior
counsel would contend that if the tribunal’s finding of the LSL being sham is
set aside, then the same would lead to a modification which is inevitably of
specific performance of the ATSs. As such, the learned senior counsel would
argue that in the event of refusal of the protection being sought in this
petition, the petitioner would be left remediless in case it is eventually
successful in its petition under Section 34.
25. The learned senior counsel would submit that the triple test of prima
facie case, balance of convenience and irreparable injury is also satisfied,
since the petitioner was only non-suited on the finding of not establishing
readiness and willingness, which finding is contrary to the evidence on
record. He would contend that the balance of convenience is in favour of the
petitioner in view of the interim stay on the subject properties having operated
for more than five years during the pendency of the arbitration proceedings.
Further, he would again strenuously emphasise that in the absence of the
continuation of stay order, the respondent could alienate the subject properties
and render the petitioner remediless, thus causing irreparable injury.
26. Thus, learned senior counsel would submit that the prayers as sought
may be granted.
CONTENTIONS OF THE RESPONDENT
27. Appearing for the respondent, Mr. Sahil Sethi, learned counsel,
vehemently refuted the submissions of the petitioner.
Signature Not Verified
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

28. Adumbrating the background facts, learned counsel would submit that

the ATSs were executed for two plots namely plot no.A-2/1 and B-7/4, DLF
City, Phase-I Gurugram, each for a consideration of Rs.5,62,24,000/- against
which a meagre advance payment of Rs.5,00,000/- each was made. He would
submit that this advance payment is less than one percent (1%) of the total
sale consideration. He stated that from 04.05.2019 when the ATSs were
executed and until the respondent refunded the aforestated advance to the
petitioner on 08.02.2021, the petitioner did not take even a single step to get
the sale deed executed. It is only after the advance payment was refunded that
arbitration was invoked unilaterally by the petitioner and by the order dated
11.02.2021 an ex parte restraint order was passed by the then Arbitrator. He
would submit that it is on the respondent’s application that this Court by the
order dated 15.02.2023 referred the dispute to the learned Arbitral Tribunal
whose award is subject matter of the present petition.
29. Learned counsel would forcefully contend that the law in respect of

interference with conclusions based on facts are fairly well settled in the
realm of arbitral awards. He would submit that the learned Arbitral Tribunal
has, after closely scrutinizing the evidence and the cross examination of the
witnesses and after evaluating and appreciating the documents placed on
record by the petitioner, has recorded a clear finding of fact against the
petitioner. He strenuously argued that this part of the Arbitral Award cannot,
by any stretch of imagination, be amenable or questionable in a Court
considering a petition under Section 34 much less in a petition under Section
9 of the Act. In any case, it is trite that if there are two possible views then the
Court will not interfere with the arbitral award solely for the reason that in the
opinion of the Court, the view other than the one taken by the learned
Tribunal was also plausible. According to him, this is impermissible in law.
Signature Not Verified
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

For the said proposition, he relied on the judgement of the Apex Court in
Delhi Airport Metro Express Pvt. Ltd. v. DMRC, (2022) 1 SCC 131.
30. Referring to the evidence, the cross examination as also the documents
in question, learned counsel would contend that the respondent has utterly
failed in demonstrating its readiness and willingness which was predicated
purely on the LSL issued by PFL. He would submit that relevant documents
in terms of demonstrating financial capacity to purchase the subject properties
were neither filed by the petitioner nor by PFL. Except for the LSL, which
also has been held to be a suspicious document by the learned Arbitral
Tribunal, there is no supporting document to substantiate or establish the
financial capacity of either the petitioner or the PFL. Relying upon the
Supreme Court’s judgement in Ritu Saxena v. J.S. Grover, (2019) 9 SCC
132, learned counsel would contend that it is in such dearth of crucial and
essential documents demonstrating the financial capacity of both the
petitioner as also PFL, that the learned Arbitral Tribunal had recorded that not
only the LSL is suspicious but also that it was a sham document.
31. To the submission of the petitioner that the respondent ought to have
put pertinent questions to the witnesses namely, CW-1 and CW-2, he would
forcefully contend that the onus to prove readiness and willingness is squarely
that of the petitioner and none else. He would contend that it would be against
the canons of law to contend that in a case of specific performance the onus of
proving financial capacity and readiness and willingness would shift to any
party other than the plaintiff or the claimant. He would submit that it is only
when the claimant or the plaintiff successfully establishes the issue, that the
burden or the onus shifts to the opposite party. He would support the said
proposition by adverting to the Supreme Court’s judgement in Umabai v.
Nilkanth Dhondiba Chavan, (2005) 6 SCC 243 and Mehboob-ur-Rehman v.
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

Ahsanul Ghani, (2019) 19 SCC 415. According to the learned counsel,
having failed to prove readiness and willingness, the submission that the
respondent did not put appropriate questions in cross examination, would not
enure to the benefit of the petitioner . As such, learned counsel would
forcefully contend that the present petition ought to be dismissed.
32. At this stage, learned counsel took the Court through para 80 onwards
of the Arbitral Award to substantiate the contention that the learned Arbitral
Tribunal has applied its mind clearly to the facts which have obtained in the
present petition and after careful scrutiny of the documents and the evidence
of the witnesses, recorded a conclusion that the LSL is a sham document. In
particular, he emphasized on paras 86 to 97 of the impugned Arbitral Award
to submit that the conclusions on facts cannot be interfered with, being based
on sound reasons.
33. On law, learned counsel would submit that for a petition under Section

9 of the Act to succeed, the triple test as enunciated by the Supreme Court is
to be met with by the petitioner, which it has miserably failed to do so.
Moreover, he would submit that the Supreme Court in Home Care Retail
(supra) has categorically held that the threshold of the triple test in a petition
under Section 9 of the Act, that too post the award, is at a higher pedestal than
at any previous stage of the arbitral proceedings. In respect of the present
challenge, which would invariably require this Court to re-appreciate
evidence, he would contend that law in that context is well settled against
such re-appreciation. He would contend that readiness and willingness is an
issue of fact for which he relies on Olympus Superstructures Pvt. Ltd. v.
Meena Vijay Khetan, (1999) 5 SCC 651 and Madhukar Nivrutti Jagtap v.
Pramilabai Chhandulal Parandekar, (2020) 15 SCC 731. He also would rely
on the judgement of the Supreme Court in OPG Power Generation (P) Ltd. v.
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

Enexio Power Cooling Solutions (India) (P) Ltd., (2025) 2 SCC 417 and
Ssangyong Engineering v. NHAI, (2019) 15 SCC 131 to submit that the
quality and quantity of appraisal of evidence are the sole domain of the
arbitrator, who is the ultimate master to appreciate such aspects and cannot be
questioned in a petition either under Section 9 or even under Section 34 of the
Act.
34. For the proposition that patent illegality does not reach a plausible view
on facts, and that the Courts have declined to re-appreciate or re-weigh the
arbitrator’s finding on readiness and willingness, learned counsel would rely
on the Supreme Court’s judgement in Delhi Airport Metro Express (supra)
and this Court’s judgements in Rudra Buildwell Pvt. Ltd. v. Realworth India
Pvt. Ltd., OMP 6/2022 dated 29.10.2024 and Millenium Realtech Pvt. Ltd. v.
Opaque Infrastructure Pvt. Ltd., FAO (OS)(COMM) 246/2023 (DB) dated
16.02.2026.
35. Learned counsel strenuously contended that the balance of convenience

is clearly tilted in favour of the respondent and not the petitioner. In this
context, learned counsel would submit that the sale consideration of each of
the two subject properties was Rs.5,62,24,000/- against which the petitioner
paid an advance of a meagre sum of Rs.5,00,000/- which is less than one per
cent of the sale consideration. Moreover, since no action to proceed with the
execution of the sale deed was undertaken by the petitioner for 21 months, the
respondent refunded the said advance payment of Rs.5,00,000/- on
08.02.2021. Since then, till the Award was passed by the learned arbitral
Tribunal, the petitioner has not deposited a single penny. In such
circumstances, the balance of convenience surely cannot be in favour of the
petitioner. Equally, he would submit that there is no irreparable injury which
might be caused to the petitioner. Rather, after having failed to establish
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readiness and willingness, coupled with the fact that not a single penny has
been paid, it would be the respondent which would incur irreparable loss and
injury in case any interim order is passed in the present petition.
36. Learned counsel referred to and fully relied upon the judgement of the
Supreme Court in Home Care Retail (supra) to contend that the present case
does not meet the threshold of rare and compelling case. He further relied on
the judgement rendered by the Bombay High Court in ONGC v. Swiber
Offshore Construction Pte. Ltd, Comm. Arb. Pet. No. 17832/2026 dated
15.06.2026 where the Bombay High Court, after referring to the judgement in
Home Care Retail (supra), refused to restrain the invocation of the bank
guarantee on the premise that merely an arguable challenge by the
unsuccessful party under Section 34 of the Act is not enough to grant
protection under Section 9 and that the party must prove the existence of
exceptional circumstances which are capable of justifying departure from the
normal rule. Learned Counsel would submit that the Petitioner has failed to
make out such circumstances in the present petition.
37. Learned Counsel would therefore submit that the prayers sought by the
Petitioner may not be granted.
REJOINDER OF THE PETITIONER:
38. In rejoinder, Mr. Krishnan, learned senior counsel, took this Court
through the amended Section 10 of the Specific Relief Act, 1963, also
pointing out the substitution of Section 14(1)(a), and strenuously argued that
specific performance is no longer a discretionary relief with effect from
01.10.2018, i.e. the date of the said amendment. He would rely on the
judgement of the Supreme Court in B. Santoshamma v. D. Sarala, (2020) 19
SCC 80 and that of a Division Bench of this Court in Global Music Junction
Pvt. Ltd. v. Shatrughan Kumar, (2023) SCC Online Del 5479 to contend that
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under the amended Section 10 of the Specific Relief Act, 1963, specific
performance has to be enforced and monetary compensation is no longer a
ground to deny the same.
39. The learned senior counsel would further distinguish the judgement in
ONGC v. Swiber (supra) on facts while also contending that in the present
case, the test of “a situation which cannot later be corrected even if the
challenge succeeds” is clearly met, since the alienation of the subject
properties would lead to situation where even if the petitioner succeeds in the
challenge to the impugned Awards, the situation would have become
irreversible.
ANALYSIS AND CONCLUSIONS:
40. Having heard the extensive arguments of Mr. Dayan Krishnan, learned
senior counsel for the petitioner, Mr. Sahil Sethi, learned counsel for the
respondent and perusing the records with the assistance of learned counsel
and after examining the judgements relied upon, the following order is
passed.
41. The controversy regarding an unsuccessful party seeking interim
protection under the provisions of Section 9 of the Act, post the passing of the
arbitral award is no more res integra . The Supreme Court in Home Care
Retail (supra), speaking through His Lordship Justice Manmohan has
eloquently and eruditely postulated various circumstances which may require
to be examined by a Court considering a petition under Section 9 of the Act,
invoked by an unsuccessful party. That an unsuccessful party to the
arbitration proceedings is entitled to invoke Section 9 of the Act, is
unambiguous. That the onus of such an unsuccessful party to establish, prima
facie , the ingredients of the triple test, is at a higher pedestal, in the post
award situation than at the pre award scenario, is manifest. In other words, the
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Signing Date:28.10.2026
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tests may have more rigors for the unsuccessful party. The Supreme Court
also required the Courts to examine whether vacation of the protection post
award would “ result in irreversible prejudice ”, in the sense to leave such a
party remediless. The judgement also cautions that grant of protection orders
in post award condition in favour of the unsuccessful party can only be
considered in “ rare and compelling circumstances ”. That too, when passing
of such orders are considered by the Court as would “ prevent irreparable
prejudice and preserve the efficacy of the challenge proceedings” . To make
things unambiguous, the relevant paragraphs of Home Care Retail (supra) are
extracted hereunder:
“49. Even applying the test of purposive interpretation, ‘a party’ must mean
any party to the arbitration agreement. This Court can envisage situations
where a party that has lost in arbitration may nonetheless require interim
protection. For instance, where an arbitral award has been rendered without
proper notice to a party, or where a party is able to prima facie demonstrate
that the award has been induced or tainted by fraud or corruption. In such
situations, the Court may not only stay the award but also grant interim
measures under Section 9 of the Act to balance the equities. Similarly, in
certain cases, an unsuccessful party may have obtained interim protection
during the arbitral proceedings, such as an order restraining invocation of a
bank guarantee. Upon the rendering of the arbitral award, such interim
protection ordinarily stands vacated. However, the unsuccessful party may
challenge the award under Section 34 of the Act and obtain a stay on the
enforcement of the arbitral award under Section 36(3) of the Act. In such
circumstances, immediate removal of interim protection, for example, in
relation to a bank guarantee, may result in irreversible prejudice to the
unsuccessful party whose challenge to the arbitral award is pending
adjudication.

50. Further, the Courts are not disabled from granting ‘non prejudicial’
interim relief in favour of an unsuccessful party in arbitral proceedings,
particularly where such relief does not affect the enforceability of the award
but merely preserves ancillary rights pending adjudication under Section 34
of the Act as was sought in the case of Wind World (India) Ltd. (supra).

51. Another interesting conundrum may be where a party is partially
successful, inasmuch as, part of its claims are allowed but as a consequence
of a higher amount of counter-claim being allowed, it is branded as an
unsuccessful party in accordance with Dirk India (supra) and is not in a
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position to prevent the other party from selling its assets after the award has
been rendered. It is possible that in Section 34 proceedings, the arbitral
award may be modified to the extent that the counter-claim is set aside and
severed from the award. However, without interim relief, assets may dissipate
rendering final success illusory.

52. Consequently, in rare and compelling cases, it may be necessary to permit
the unsuccessful party to invoke Section 9 of the Act to seek continuation of
the existing interim protection. This assumes greater significance, as noted
earlier, in light of the decision in Gayatri Balasamy (supra) which recognises
the Court's power under Section 34 of the Act to modify an arbitral award,
including the power to sever ‘the “invalid” portion from the “valid” portion
of the award’.

xxx xxx xxx

59. Needless to say, the grant of interim relief under Section 9 of the Act will
continue to be guided by well-established principles, namely, the existence of
a prima facie case, balance of convenience, and likelihood of irreparable
harm or injury. This Court, in Essar House Private Limited v. Arcellor Mittal
Nippon Steel India Limited, (2022) 20 SCC 178, has held as under:

“47. Section 9 of the Arbitration Act confers wide power on the Court to
pass orders securing the amount in dispute in arbitration, whether before
the commencement of the arbitral proceedings, during the arbitral
proceedings or at any time after making of the arbitral award, but before
its enforcement in accordance with Section 36 of the Arbitration Act. All
that the Court is required to see is, whether the applicant for interim
measure has a good prima facie case, whether the balance of convenience
is in favour of interim relief as prayed for being granted and whether the
applicant has approached the court with reasonable expedition.

xxx xxx xxx

60. Undoubtedly, the threshold for grant of interim relief will be higher in the
case of an unsuccessful party in arbitration seeking such relief. In rare and
compelling cases, permitting the unsuccessful party to invoke Section 9 of the
Act would prevent irreparable prejudice and preserve the efficacy of the
challenge proceedings. However, the rights of such a party cannot be
curtailed merely on the apprehension of possible misuse of a statutory
provision.”
( emphasis supplied )

42. Apart from enunciating the guiding principles as to how and in what
circumstances an unsuccessful party would be entitled to invoke the
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By:YASHRAJ
Signing Date:28.10.2026
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provisions of Section 9 of the Act, that too post the passing of the award, the
Supreme Court has clearly postulated the scope and extent of power and the
circumscription to such exercise. It is in these circumstances and bearing in
mind the guiding principles postulated in Home Care Retail (supra) that this
Court would proceed to examine this case.
43. Simply put, it is the case of the petitioner that it enjoyed the interim
orders restraining the respondent from selling, alienating or creating third
party rights qua the subject properties during the pendency of the arbitral
proceedings. It is also the case of the petitioner that the claim being one of
specific performance sans any claim for damages, in case the protection
orders are not granted by this Court, the petitioner would be left remediless in
case the respondent sells, alienates or creates any third party rights in the
interregnum. It is also the case of the petitioner that the amended Specific
Relief Act has substituted Section 14(1)(a) and now contemplates and
envisages the grant of specific performance as the primordial objective of the
said Act, unlike its erstwhile version. According to the petitioner, in the
erstwhile regime, grant of specific performance was discretionary, tilting
towards the alternate relief of damages. However, post amendment, the
Specific Relief Act, 1963 mandates specific performance to foster consistency
and purity in contracts.
44. Though, a challenge to the Arbitral Award dated 26.09.2026 has been
laid after the filing of the present petition, it is the apprehension of the
petitioner that if the respondent disposes of the subject properties in the
interregnum, its petition under Section 34 of the Act would be clearly
rendered infructuous inasmuch as, no relief other than specific performance of
the ATSs has at all been sought by the petitioner.
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By:YASHRAJ
Signing Date:28.10.2026
17:11:22

45. The petitioner had also urged that the subject two properties are the

only assets of the respondent, and no other. Thus, even if the petitioner were
entitled to any compensation, the same would be rendered unexecutable. It
was further urged that if the petition under Section 34 of the Act is allowed by
this Court and further by virtue of the judgement of the Supreme Court in
Gayatri Balasamy (supra) , this Court eventually severs or sets aside the
finding that the LSL was not a sham document and modifies the said Award,
the petitioner may not be able to execute the same if in the interregnum, the
only assets, i.e., the subject two properties are disposed off. Nothing will
remain for execution.
46. It was the forceful submission of the petitioner that the learned Arbitral
Tribunal had upheld the validity of the ATSs, though vehemently opposed
and objected to by the respondent. In such circumstances, if the finding
reached by the learned tribunal that the LSL is a “sham document” is severed,
the petitioner may be entitled to an award of specific performance. He has
argued that in case the aforesaid result could be envisaged, interim protection
orders would be required to preserve the property.
47. It is trite that the learned Arbitral Tribunal is the master of facts and
ordinarily Courts are circumspect in interfering with such findings of fact.
(See: OPG Power Generation (supra), and Ssangyong Engineering (supra) )
There are very rare exceptions to this principle. Thus, when a Court is
examining the findings of fact, it is not in the nature of an appellate Court
which may reappreciate, but is limited in its scope and width. The Supreme
Court has delineated this scope and width in the following terms in Delhi
Airport Metro Express (supra) :
“29. Patent illegality should be illegality which goes to the root of the
matter. In other words, every error of law committed by the Arbitral Tribunal
would not fall within the expression “patent illegality”. Likewise, erroneous
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Signing Date:28.10.2026
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application of law cannot be categorised as patent illegality. In addition,
contravention of law not linked to public policy or public interest is beyond
the scope of the expression “patent illegality”. What is prohibited is for
Courts to reappreciate evidence to conclude that the award suffers from
patent illegality appearing on the face of the award, as Courts do not sit in
appeal against the arbitral award. The permissible grounds for interference
with a domestic award under Section 34(2-A) on the ground of patent
illegality is when the arbitrator takes a view which is not even a possible one,
or interprets a clause in the contract in such a manner which no fair-minded
or reasonable person would, or if the arbitrator commits an error of
jurisdiction by wandering outside the contract and dealing with matters not
allotted to them.An arbitral award stating no reasons for its findings would
make itself susceptible to challenge on this account. The conclusions of the
arbitrator which are based on no evidence or have been arrived at by
ignoring vital evidence are perverse and can be set aside on the ground of
patent illegality. Also, consideration of documents which are not supplied to
the other party is a facet of perversity falling within the expression “patent
illegality”.”
(
emphasis supplied)

Similarly, in Ssangyong Engineering (supra) , the Supreme Court held in para
41 as under:

“41. What is important to note is that a decision which is perverse, as
understood in paras 31 and 32 of Associate Builders, 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. Thus, 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 on the ground of patent illegality. Additionally, 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."
( )
emphasis supplied

48. It must also be borne in mind that this Court is not considering a
petition under section 34 but one under Section 9 of the Act. The question of
examining the contended perversity or delving into the findings of fact, is
limited only to the extent of a prima facie opinion alone. Whether the facts
need elaborate examination or scrutiny of findings to opine that those are
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perverse to an extent warranting interference would arise only in the petition
challenging an arbitral award.
49. That said, it may be relevant to also understand the extent and scope of
interference by a Court while examining the facts and findings rendered
thereon by the learned Arbitral Tribunal. As enunciated in Delhi Airport
Metro Express (supra) above, one of such relevant considerations would be
as to whether such conclusion is based on “no evidence”. It is trite that the
learned Arbitral Tribunal is the master of findings of fact, however, a
conclusion based on no evidence would be “perverse”. It is one thing to say
that the learned Arbitral Tribunal has recorded a finding which may be
plausible based on the evidence adduced by parties, but completely another
thing to say that the finding is based on no evidence. It is only the latter
circumstance which may warrant interference. The former circumstance is
insulated and protected from any interference by a Civil Court. (See:
Ssangyong Engineering (supra) ). Thus, this Court is now required to
examine if the arguments and contentions of the petitioner regarding
challenge to the conclusion that the LSL is a sham document, is or is not
based on “no evidence”.
50. The arguments of both the parties circumambulated only on the
question as to whether the conclusion as a finding of fact that the sanction
letter dated 07.07.2019 issued by the NBFC is a sham document, is based on
no evidence at all. If the conclusion is borne out from the facts and the
evidence adduced, the proscription from interference as enunciated by the
Supreme Court in a catena of judgements would squarely apply. In case the
said conclusion on facts is based on no evidence, then and then alone this
Court may require to examine the dispute on facts.
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

51. It is relevant to note that the claim as laid by the petitioner before the

learned Arbitral Tribunal was for specific performance of the ATSs dated
04.05.2019. It is not disputed that the petitioner did not, of its own,
demonstrate or place on record, any document or evidence substantiating its
own financial capacity/capability to pay the sale consideration to the
respondent. The claim for specific performance was purely predicated on
payment of the sale consideration by PFL. The documents in support of the
said claim were (i) Registration Certificate of PFL with the RBI; and (ii) LSL
dated 07.07.2019. Before this Court proceeds to examine the aforesaid issue,
it may be relevant to extract hereunder both the aforesaid documents.
(i) Registration Certificate of Pooja Finelease Limited:

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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
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(ii) Loan Sanction Letter dated 07.07.2019:
LOAN SANCTION LETTER

Date: 07.07.2019
Our Reference No.
Name of the Applicant: M/s Thor Ventures (OPC) Pvt Ltd
Address: D-25, KH-345/228, Saidulajab Extension,
Westened Marg, Opp. Garden of 5 senses,
New Delhi-110030
Dear M/s Thor Ventures (OPC) Pvt Ltd,
Subject: Sanction of Loan against Plot bearing no. B-7/4, DLF
City, Phase-I, DLF Qutub Enclave, Tehsil & District
Gurgaon, Haryana admeasuring 420 sq.mtrs (502.32
sq.yds)
We refer to your application dated 07.07.2019 and wish to inform you
that our competent Authority has approved your request as above with
the following terms & conditions.
We are pleased to sanction an amount of Rs 5.20 cr against Plot bearing
no. B-7/4, DLF City Phase-I, DLF Qutub Enclave, Tehsil & District
Gurgaon, Haryana admeasuring 420 sq.mtrs (502.32 sq.yds) with
reference to your (ATS) Agreement to Sell) dated 04.05.2019.
Type of facility (LAP)Loan Against Property)
Sanction Loan Amount 5.20 crores
Loan Tenure (Months) 60
Interest type
Rate of interest ROI will be as per applicable
reference rate at the time of
disbursal
Total processing fee Non refundable
Transaction handling fee 3500/- (inclusive of GST)

All the applicable taxes, duties and levies would be additionally charged
as per law.
Special conditions (as applicable)
1. You are requested to please get the sale deed registered as per
agreement dated 04.05.2019 for the purpose of disbursement and
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By:YASHRAJ
Signing Date:28.10.2026
17:11:22

complete set of original documents pertaining to the property for
which photo copy has been supplied.
2. Execution of Loan Agreement and other documents between you
and Pooja Finelease Ltd. as per its policy and format. Pooja
Finelease Ltd. retains all right regarding processing and
disbursement of loan.
3. Repayment of loan amount will be through instalments/EMI's
comprising of principal and /or interest. Repayment of loan amount
can be done through electronic mode (ECS) also.
Please sign this letter as token of your acceptance of the terms and
conditions mentioned above.
For Pooja Finelease Ltd. Accepted
the offer
Authorized Signatory Authorized
Signatory

52. Undeniably, PFL is indeed registered with the RBI as an NBFC. This
status was neither questioned nor any question put to the CW-2, who was the
witness from PFL and had produced and placed on record these documents.
The entire controversy revolved only around the LSL. As noted above, the
said letter delineated material particulars which would, prima facie , indicate
that PFL had committed itself to give loan against property. The amount of
sanction, the tenure of the loan and the type of facility for the specific subject
property was clearly delineated. So far as the rate of interest is concerned, it
was indicated that the same would be applicable at the reference rate at the
time of disbursal. It may be relevant to bear in mind that this particular
sanction, though termed as LSL, was more in the nature of a loan against
property rather than a simple home loan. The special conditions prescribed
therein governed the manner in which the documentation, etc., were to be
worked out between the parties.
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

53. Since the controversy revolves around the aforesaid document and the

evidence furnished in support thereof, it would be apposite to extract
hereunder the evidence by way of affidavit of CW-2:
“ EVIDENCE BY WAY OF AFFIDAVIT OF CW-2
I, Brajesh Panday, S/o Sh. Sudarshan Panday, aged about 45 years,
Authorized Representative of Pooja Finelease Ltd. (Non-Banking
Finance Company duly registered with Reserve Bank of India, vide
registration no B-14.02348 dated 15th September 2001), having its
registered office at 70/A- 32, Rama Road Industrial Area, Najafgarh
Road, New Delhi-110015 do hereby solemnly swear and affirm as under:
1. That I have been authorised by Pooja Finelease Ltd. having its
registered office at 70/A-32, Rama Road Industrial Area, Najafgarh
Road, New Delhi-110015 vide Board resolution dated02.07.2016 to
swear the present Affidavit and depose on their behalf and I further
state that being aware of the facts and circumstances of the present
case I am competent to file the present Affidavit. Copy of Board
Resolution dated 02.07.2016 which is exhibited as Ex. CW2/1 . Copy
of registration certificate no. B-14.02348 dated 15th September 2001
issued by Reserve Bank of India for running Non-Banking Finance
Company which is exhibited as Ex. CW2/2) .
2. That Claimant had approached us for grant of financial facilities to
the tune of Rs.5,20,000,000/- and furnished the photocopy of title docs
of property bearing No. B-7/4, DLF City, Phase-1, DLF Qutub
Enclave, Tehsil and District Gurgaon, Haryana admeasuring 420 Sq.
Mts. (502.32 Sq. yards) and after going through the same and
carrying out internal inspection, we found that the title of Respondent
to be perfect and M/s Pooja Finelease Ltd. approved to sanction the
loan amount of Rs.5,20,00,000/- (Rupees Five Crore Twenty Lakhs
Only)on the said property.
3. I say that as per the settled terms and conditions, the said loan
amount was to be disbursed vide Demand Draft in the name of the
Respondent on the date of registration of the Sale Deed at the tehsil in
the name of the claimant and the complete set of original documents
pertaining to the property for which photocopy has been supplied
would be handover simultaneously by the respondent toM/s Pooja
Finelease Ltd.
4. I say that the Loan was sanctioned vide Loan Sanction letter dated
07.07.2019 which is exhibited as Ex. CW2/3 .
5. I say that M/s Pooja Finelease Ltd. is still willing to perform its
obligations and disburse the loan amount subject to no
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

stay/injunction/Order of the Court/Arbitral Tribunal being in force at
the time of execution of the Sale Deed whereby affecting the title of the
subject property and further as per the terms mentioned in sanction
letter dated 07.07.2019.
6. I say that the above content of the present affidavit are true and
correct to best of my knowledge and nothing material has been
concealed there from. It is wrong to suggest that hat my statements
are wrong and false.”
54. A perusal of the affidavit, prima facie , indicates that the loan amount
was to be disbursed vide a demand draft directly in the name of the
respondent on the date of registration of the sale deed. Simultaneously, the
original documents of the said property were also to be handed over to PFL.
CW-2 brought on record and exhibited LSL as Exh. CW-2/3. The witness
affirmatively asserted that PFL is still willing to perform its obligations and
disburse the loan amount. This examination-in-chief of CW-2 was put to test
through cross-examination conducted by the respondent.
55. Though at this stage, and particularly in proceedings under the
provisions of Section 9 of the Act, this Court is not required to delve into oral
evidence or the cross-examination, however, keeping in view the piquant
situation based whereon the petition has been filed and contested, it becomes
the bounden duty of this Court to satisfy itself, at this prima facie stage as to
whether any lacunae which may be alleged to be perversity or findings based
on no evidence, have any merits at all. Thus, it would be in the fitness of
things to extract the entire cross-examination, as hereunder:

“xxxxx Cross-examination by Mr. Sahil Sethi, Ld. Counsel for the
Respondent
Q1 What is your designation in the above noted company?
Ans. Collection Manager.
Q2 Is the above noted company is a registered as NBFC. If so, under
what classification?
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By:YASHRAJ
Signing Date:28.10.2026
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Ans. It is a registered NBFC. I do not understand the term
"classification".
Q3 What is the asset size of your company?
Ans. Rs. 200 Crores.
Q.4 Is your company base layer NBFC, Mid layer NBFC or Upper layer
NBFC?
Ans. I do not know.
Q5 What is the principal business of your company?
Ans. Property loan, personal loan and automobile loan.
Q6 Is it correct to say that your company is primarily into auto loan?
Ans. Yes.
Q7 Kindly refer to CW2/3, purported loan sanction letter dated 7th July,
2019. Does this letter bear your signature?
Ans. No. It bears the signature of Mr. Bobby Sharma, (Senior Manager)
at the end.
Q8 Is there maximum threshold upto which your company provides loan
against property?
Ans. No, it depends on the property. Witness is shown the print out Ex.
CW2/R1. Purported printout from the website.
Q9 Does this document pertain to your company?
Ans. It appears so.
Q10 Are the special conditions stated in Ex CW2/3 applicable and
necessary for disbursement of loan, in pursuance of the sanction letter?
Ans. Yes.
Q.11 Is there a validity period for which sanction letter is issued?
Ans. Yes, six months.
Q12 When was the application for loan given by the claimant company?
Ans. June, 2019.
Q13 Whether the contents stated in para-2 of your evidence by way of
affidavit are correct in totality?.
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By:YASHRAJ
Signing Date:28.10.2026
17:11:22

Ans. Yes, they are correct.
Q14 Can you kindly elaborate internal inspection claimed to have been
carried out, in the instant case prior to giving the loan sanction letter?
Ans. We had got the property inspected physically. That is all that was
done by us for this property.
Q 15. Is it correct that no valuation exercise was done for this property?
Ans. We assess the value during physical inspection, however, before
disbursal of the loan actual valuation is carried out.
Q 16. At what stage do you do a valuation?
Ans. We first inspect the original documents of the property and then get
the valuation done.
Per Tribunal
Q 17. Who carries out the Valuation?
Ans. An Authorised Valuer.
Q 18. Do you have the valuation report of this property?
Ans. No.
Per Counsel for the Respondent
Q 19. Have you inspected the original title deeds of the property?
Ans. No.
Q20. Is this correct that the loan sanction letter is done only on the basis
of photocopies of title deeds of the properties in question in favour of the
Respondent, and a physical inspection of the property?
Ans. Yes, it is.
Q 21. Did you personally carry out the physical inspection?
Ans. No.
Q 22. Do you have, the physical inspection report, in your records?
Ans. No.
Q 23. What is the time frame within which the company decides whether
to give a loan sanction letter or not, after receipt of an application in this
regard.
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
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Ans. 15- 20 days
Q 24. Please refer to your CW 2/3 the loan sanction letter dated
07.07.2019. The letter states that the Application of the Claimant was
dated 07.07.2019. In light of the statement above, I put it to you that the
loan sanction letter has been given without following due process.
Ans. The process is of 15-20 days, the Claimant must have given the
application in June.
Q 25. Do you have a copy of the Application?
Ans. I have to check the records.
Q 26. Does your company give housing finance?
Ans. No.
Q 27. Please refer to the loan sanction letter, especially the first
condition, is the condition for procurement of registered sale deed as per
alleged agreement dated 04.05.2019 for disbursement and complete set
of original documents pertaining to the property, applicable in the
instant case.
Ans. Yes”
56. So far as the fact that PFL is registered as NBFC, the witness has
affirmed the same. To the question of asset size, the witness has affirmed PFL
to have a net worth of Rs.200 Crores. The witness also appears to have
withstood, prima facie , questions regarding inspection of the property as also
the valuation done of the said property. The question regarding sanction of the
loan based on photocopies of the title deeds coupled with physical inspection
does not negate the stand taken by the witness inasmuch as admittedly the
respondent did not have in its own possession, the original documents.
Substantial questions regarding the LSL and its contents were put to the CW-
2. However, on a holistic examination and scrutiny of the cross-examination
and the responses elicited, do not appear to, in the humble view of this Court,
prima facie , discredit the LSL by itself. In other words, whether right or
wrong, CW-2 appears to have answered all questions relating to the Sanction
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By:YASHRAJ
Signing Date:28.10.2026
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Letter. Unlike a Court considering a petition under Section 34 of the Act, at
this stage, this Court is not required to evaluate the ultimate effect of the
cross-examination.
57. Before this Court renders any opinion, it may be relevant to appreciate
the reasoning as to how the learned Arbitral Tribunal has concluded that the
LSL is a sham document. The relevant paragraphs are extracted hereunder:
“84. It is also a matter of fact that the Claimant has produced no evidence to
show its financial capacity to purchase two properties of alleged
consideration of above Rs.5 crores each. The Claimant has not filed any bank
statement, copy of balance sheet, or any other document showing fund
availability at the time of the contract. The only alleged source of funding is
an alleged loan sanction by one Pooja Finelease Limited vide sanction letter
dated 07.07.2019 for alleged consideration towards the Agreement to Sell.

85. The sum and substance of the plea of the Claimant regarding availability
of funds and the fact that the Claimant was ready and willing to perform its
commitment under the Agreement to Sell is only based on this letter dated
07.07.2019 from the said company M/s Pooja Finelease Limited.

86. A perusal of the said letter dated 07.07.2019 from Pooja Finelease
Limited shows that the Claimant had sent an application dated 07.07.2019 to
the said financial company, who on the same date, i.e.,07.07.2019, issued a
letter approving the request for providing finances to the Claimant. The
communication sanctions a loan of Rs.5.20 crores to the Claimant. Para 3 of
the said letter dated 07.07.2019 reads as follows:

“3. Repayment of loan amount will be through installments/EMIs
comprising of principal and/or interest. Repayment of loan amount can
be done through electronic mode (ECS) also.”

87. A perusal of the said communication dated 07.07.2019 by the alleged
financer shows it is extremely sketchy and bereft of details. At what rate of
interest is the said finance company agreeing to advance the loan is not
stated. The manner of repayment by the Claimant to the said finance company
is not stated. Documents that the finance company would require for
disbursing of the loan are again not stated.

xxx xxx xxx

91. The above facts as stated and the evidence on record clearly demonstrates
that the letter issued by the alleged financer Pooja Finelease Limited was
issued in a very casual manner. As per the evidence by way of affidavit of
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By:YASHRAJ
Signing Date:28.10.2026
17:11:22

CW- 1, the request for sanction of loan was sent on 07.07.2019, which shows
that on the day when the Claimant made an application for sanction of loan,
on the same day i.e. 07.07.2019, the company in question i.e., Pooja
Finelease Limited, allegedly sanctioned the loan.

92. Further, the above cross-examination clearly demonstrates that the said
letter issued by Pooja Finelease Limited is a suspicious document. The cross-
examination of CW-2 confirms that the said company is primarily into auto
loans. The validity of the sanction letter was only six months, and the same
expired by end of 2019. The cross-examination further reveals that the only
due diligence done by the said finance company was to get the property
inspected physically. No valuation exercise was carried out. No valuation
report or inspection report regarding the property was filed. No proof of
inspection of the property is available. It has been confirmed that the loan
sanction letter was done only on the basis of photocopies of the title deeds
and physical inspection of the property.

93. Further, there is nothing on record to show that the company, Pooja
Finelease Limited, has the means to finance the Claimant. It may be noted
that the Claimant had entered into two separate Agreements to Sell for two
different properties, each valued at above Rs.5 crores. There is nothing to
show that Pooja Finelease Limited had wherewithal or the capability to
finance a sum of upward of Rs. 10 crores for the properties in question.

94. The Hon'ble Supreme Court of India in Mohammed Khaleel (D) through
LRs & Ors. v. Jayamma, 2026 SCC Online SC 1191 held that both conditions
of readiness and willingness have to be cumulatively seen for making out a
case for specific performance. The relevant paragraphs of the said judgment
read as follows:

“29. The relief of specific performance is one based on equity for
enforcing contractual obligations undertaken by the parties. Section l6 (c)
of the Specific Relief Act, 1963 (as it stood prior to the amendment dated
01.10.2018) required the person seeking specific performance to
specifically aver and prove his continuous readiness and willingness to
perform his obligations. A failure to satisfy these requirements would
ultimately make him disentitled for the relief of specific performance.

30. The tenn 'readiness' refers to the financial capacity, and the term
'willingness' reflects the conduct and intention of the party seeking the
relief to perform the contract. Thus, both these conditions cumulatively
have to be seen for making out a case of specific performance.

31. The principles governing readiness and willingness have been well
settled through a long line of decisions of this court. In the case of N.P.
Thirugnanam (Dead) by LRs. v. Dr. R. Jagan Mohan Rao , this Court held
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By:YASHRAJ
Signing Date:28.10.2026
17:11:22

that continuous readiness and willingness to perform the part of the
contract is a condition precedent to grant the relief of specific
performance. This Court held thus:

" 5. It is settled law that remedy for specific performance is an equitable
remedy and is in the discretion of the court, which discretion requires to
be exercised according to settled principles of law and not arbitrarily as
adumbrated under Section 20 of the Specific Relief Act, 1963 (for short
"the Act"). Under Section 20, the court is not bound to grant the relief just
because there was a valid agreement of sale. Section 16(c) of the Act
envisages that plaintiff must plead and prove that he had performed or has
always been ready and willing to perform the essential terms of the
contract which are to be performed by him, other than those terms the
performance of which has been prevented or waived by the defendant. The
continuous readiness and willingness on the part of the plaintiff is a
condition precedent to grant the relief of specific performance. This
circumstance is material and relevant and is required to be considered by
the court while granting or refusing to grant the relief. If the plaintiff fails
to either aver or prove the same, he must fail. To adjudge whether the
plaintiff is ready and willing to perform his part of the contract, the court
must take into consideration the conduct of the plaintiff prior and
subsequent to the filing of the suit along with other attending
circumstances. The amount of consideration which he has to pay to the
defendant must of necessity be proved to be available. Right from the date
of the execution till date of the decree he must prove that he is ready and
has always been willing to perform his part of the contract. As stated, the
fact of his readiness and willingness to perform his part of the contract is
to be adjudged with reference to the conduct of the party and the attending
circumstances. The court may infer from the facts and circumstances
whether the plaintiff was ready and was always ready and willing to
perform his part of the contract."

xxx xxx xxx

36. Though it was not necessary for the appellants to physically deposit
the consideration amount before the Court, they must nevertheless have to
place reliable and acceptable evidence on record to show that they
possessed sufficient funds to complete the transaction at the relevant time.

37. In the present case, there is no material whatsoever to show that the
appellant/plaintiff had the balance sale consideration available either at
the time of execution of the agreement, within the stipulated period of four
months for performance of the contract, or eyen at the time of filing of the
suit in the year 1993. Thus, in our view, the High Court has rightly
observed that the availability of funds must be proved with reference to the
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

relevant point of time and not by relying upon financial documents
generated long after the filing of the suit. ”

95. The Claimant has failed to file valid documents to show capacity or the
means to pay the balance consideration execution of the Agreement to Sell or
thereafter.

96. The alleged sanction letter sent by Pooja Finelease is clearly a sham
document.”

58. The learned Arbitral Tribunal in its wisdom indeed has evaluated the
evidence threadbare and finally opined on the basis of such reasoning that the
LSL is a sham document. In particular, learnedArbitral Tribunal, in para 87
has observed that (i) the rate of interest; (ii) manner of repayment; and (iii)
documents required for disbursing the loan are not stated in the LSL. As
observed above, the three ingredients find a general mention in the LSL
coupled with the fact that CW-2 in his affidavit has affirmed not only the
sanction of loan against the property but also the manner in which the
disbursal would be completed. It may be noticed that the LSL is a document
which accords in-principle approval of the loan and is not the loan agreement
itself. A holistic and harmonious appraisal of the cross-examination
demonstrates that no question regarding the authenticity, genuineness or
veracity of the said LSL was ever put to CW-2 either by the respondent or
even by the learned Arbitral Tribunal itself, though certain questions indeed
were put by the learned Arbitral Tribunal. Primarily, all the questions that
were put to the witness were indeed answered, however, not a single question
doubting the authenticity or genuineness of the LSL were at all put to the
witness.
59. It is trite that when a witness is produced for cross-examination,
questions regarding not only the integrity of the witness himself to discredit
his testimony can be put, but also penetrating questions regarding the validity
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

of the document itself can and ought to be put so as to discredit the document
itself. To that extent, prima facie , this Court is unable to satisfy itself that the
conclusion that the LSL is a “sham document”, as observed in para 96 of the
Arbitral Award, is based on any evidence at all. This is not a case where it is
ex facie or prima facie apparent that LSL is a sham document or fabricated.
The fact that PFL is a registered NBFC has neither been disputed nor doubted
by the respondent. The fact that PFL has net worth of Rs.200 Crore has also
not been discredited. In a case of specific performance, the claimant is only
required to show readiness and willingness in some form or the other, i.e.,
whether by its own financial capacities or that of a bank or an NBFC or any
other sound financial entity. Thus, the genuineness of the source of the LSL
or the authenticity of the intent behind such issuance has neither been
questioned nor discredited.
60. Whether PFL is capable of extending a loan; whether the validity of the

LSL can be extended by PFL; whether PFL would indeed disburse the sale
consideration simultaneous with the registration of the sale deed, etc., by
themselves, have no remote connection with the nature or genuineness of the
LSL itself.
61. Learned counsel for the respondent had argued, and rightly so, that the
onus to prove readiness and willingness is squarely on the claimant and not of
the respondent. However, as to whether the LSL by itself is a sham document
once having been produced by a witness of the PFL which issued the LSL, the
onus to demonstrate or prove that the said LSL is a “sham document” would
surely be that of the respondent. No questions doubting the credibility of the
LSL itself were at all put to CW-2.
62. It is in the aforesaid circumstances alone, this Court humbly observes
that the conclusion in para 96 of the Arbitral Award that the LSL is a “sham
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

document” is merely inferential however, based on no evidence at all. The
mere questions surrounding the recitals in the documents by itself would not,
ipso facto , lead any prudent person to conclude that the LSL is a sham
document. It may be significant to note, of course, prima facie , that not even a
single suggestion that the LSL is either forged or fabricated or a sham
document was ever put to the witness. It is well nigh possible, that had such a
question been put, the witness would have surely given an answer and
depending on such response, the learned Arbitral Tribunal then could have
concluded one way or the other. That not having been done, this Court finds
no evidence on basis whereof the conclusion was recorded in para 96 by the
learned Arbitral Tribunal that the LSL is a sham document.
63. Having noted the above, this Court is now enjoined to examine as to
whether the facts which have arisen in the present case would commend
themselves as “rare and compelling” so as to pass any interim protection
orders in favour of the petitioner. Undoubtedly, the threshold for grant of
interim relief is higher in case of an unsuccessful party in the arbitration
proceedings. This flows from the judgement in Home Care Retail (supra) . At
the same time, while laying down the aforesaid proposition, the Supreme
Court, in Home Care Retail (supra) , guided the court exercising powers
under Section 9 to invoke the said provision to “ prevent irreparable prejudice
and preserve the efficacy of the challenge proceedings. ” So much so, that the
Supreme Court also laid down that the rights of such a party cannot be
curtailed merely on the apprehension of possible misuse of a statutory
provision. It is these principles which ought to guide a court exercising
powers under Section 9 invoked by an unsuccessful party.
64. That the petitioner has instituted a petition under Section 34 of the Act
challenging the Arbitral Award dated 26.09.2026 is by itself, not a “rare and
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

compelling” circumstance. That the petitioner has filed the present petition
under Section 9 seeking interim directions, too by itself, is also not a “rare and
compelling” circumstance. Such action may be initiated by an unsuccessful
party under most circumstances and is not a rarity. Thus, what are the rare and
compelling circumstances tempered with prevention of irreparable prejudice
and preservation of the efficacy of the challenge proceedings, is to be
examined.
65. To the submission of the petitioner that the respondent has no asset
other than the subject two properties, there has neither been any denial nor
controversy. That the claim of the petitioner is only with respect to specific
performance of the ATSs dated 04.05.2019 and no claim for damages in the
alternate have been claimed, is also not in dispute. That the interim orders of
protection were granted by the learned Arbitral Tribunal and continued till the
passing of the Award, is also borne from the record and not in dispute.
66. Significantly, the amendment of Specific Relief Act, 1963 (hereinafter

referred to as the ‘SRA’ ) by substitution of Section 10 with the new Section
has clearly taken away the discretion which was vested with the Court to
grant or refuse specific performance. In other words, grant of specific
performance is a mandate, subject to the provisions contained in sub-section
(2) of Section 11, Section 14 and Section 16 of the SRA. It is noted that the
erstwhile Section 14(1)(a) of the SRA, stipulated that a contract would not be
specifically enforceable where non-performance of the same can be
compensated in money as an adequate relief. The said erstwhile section
14(1)(a) of SRA has been substituted by the Amending Act, 2018 whereby
the proscription from specific performance, if compensation in money could
be an adequate relief, has been removed. These amendments were brought
into force with effect from 01.10.2018 which is prior to the execution of the
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

subject ATSs and thus applies with full rigour. Thus, the discretion having
been taken away, specific performance of a contract appears to be mandatory
subject to fulfilment of certain provisions of the SRA. (See: paras 69 and 70
of B. Santoshamma (supra) ) The said proposition has been reiterated and
elucidated upon by a Division Bench of this Court in Global Music Junction
(supra) . The relevant paragraphs are extracted hereunder:

“38. This Court is of the view that the Amendment Act, 2018 introduces a
paradigm shift in law regarding contractual enforcement in India. A glaring
instance of the legislative shift is the amendment of Section 14 of Act, 1963
which deletes the earlier sub-clause (a) which prescribed that the contracts
for the non-performance of which compensation in money was an adequate
relief would not be specifically enforced, meaning thereby that the plea that
a party could be compensated in monetary terms as damages for breach of
the contract and resultant refusal of interim injunction on the said ground,
is no longer a ground to refuse specific performance of the contract.
Consequently, the Amendment Act, 2018 does away with the primacy given
to damages as a relief over specific performance. It shifts the focus from the
previous default remedy of award of damages for breach of contract to
enforcing specific performance of contracts……. (Table not extracted)

39. This Court is of the view that by virtue of the changes brought about by
the Amendment Act, 2018, the Courts will now grant specific performance
unless the claim for relief is barred under limited grounds prescribed in the
statute. This change is aimed at providing greater protection of contractual
expectations by ensuring that a non-defaulting party can obtain the
performance it bargained for. The Amendment Act, 2018 intends to
discourage errant parties who may deem it more viable to breach a contract
than perform it, as the cost of damages may still be less than the cost of the
performance.

xxx xxx xxx

42. Consequently, the Amendment Act, 2018 has changed the nature of
specific relief from an equitable, discretionary remedy to a statutory
remedy. It has made specific performance of a contract a general rule
rather than an exception.

xxx xxx xxx

45. Moreover, as the legislative shift is towards stronger enforcement of
contracts, this Court is of the opinion that the judgments of this Court in
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

similar lines of Infinity Optimal Solution Pvt. Ltd. (IOS) v. Vijender Singh
(supra) to the extent they hold that there is a presumption that any
commercial transaction can be terminated in the absence of a termination
clause by giving a reasonable notice and/or contracts for the non-
performance of which compensation in money was an adequate relief would
not be specifically enforced are no longer good law.”
(emphasis supplied)

67. Reading the facts alongwith the amendments to SRA, it appears that in
case the petitioner is able to demonstrate that the conclusion of LSL as a sham
document is based on no evidence and the said document itself is held to be a
valid and creditworthy document, it would be able to establish its “readiness
and willingness” which is a necessary concomitant of Section 16(c) of the
SRA. This is all the more relevant as the discretion which was hereto before
available with the Court having been taken away, instead, specific
performance having been mandated read with the omission/substitution of
erstwhile Section 14(1)(a) SRA and tempered with the analysis made
hereinabove, could be a “compelling” circumstance to prevent not only
“irreparable prejudice” but also at the same time, “preserve the efficacy of the
challenge proceedings” under Section 34 of the Act.
68. Another compelling and rare circumstance appears to be that of the

respondent having no other properties/assets other than the two subject
properties which, if not preserved, may render the proceedings under Section
34 of the Act redundant and infructuous. As observed above, the mere filing
of a petition under Section 34 itself is neither rare nor compelling, however,
read with the aforesaid observations and analysis, coupled with the dicta of
the Supreme Court, interim orders to ensure preservation of the efficacy of the
challenge, in the present piquant facts, may have to be passed.
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

69. Home Care Retail (supra) had clearly enunciated that mere

apprehension of a possible misuse of a statutory provision ought not to curtail
the right of an unsuccessful party to seek interim protection orders. The facts
obtained in the present case commend and align themselves with the said
principle/proposition, in the humble opinion of this Court.
70. In the opinion of this Court, prima facie, the petitioner has been able to
demonstrate a rare and compelling case coupled with establishing a strong
case in its favour on a higher pedestal than in ordinary circumstances. The
cumulative analysis and observations noted above clearly tilt the balance in
favour of the petitioner inasmuch as not only are the circumstances rare and
compelling but the efficacy of challenge under Section 34 of the Act would
also be rendered nugatory if the subject properties are not preserved. Clearly
prejudice would be caused to the petitioner in case restraint orders are not
passed inasmuch as not only would the petitioner be put to irreparable loss but
also that the petitioner cannot be compensated in monetary terms in view of
the amended provisions of the SRA.
71. Thus, this Court is inclined to pass interim protective orders in favour
of the petitioner.
72. A large number of judgements were cited by both the parties in favour
and in support of their contentions and submissions. Since this Court has
prima facie come to a conclusion that the finding recorded by the learned
Arbitral Tribunal in para 96 of its Award is based on no evidence, the
judgements relied upon by the respondent regarding non-interference in
arbitral awards, particularly in respect of findings rendered on fact may not be
fully applicable to the present case. The guiding principles enunciated by the
Supreme Court in Home Care Retail (supra) , in the humble opinion of this
Court clearly cover the facts of the present case, and thus, the other
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

judgements, though there is no quarrel to such propositions, may also not be
applicable to the facts of the present case.
73. The respondent had relied upon the judgement of the Supreme Court in
Ritu Saxena (supra) to contend that mere approval of loan by the bank or
NBFC, as in the present case, would not tantamount to readiness and
willingness and thus, reliance on LSL is insufficient to seek specific
performance of the ATS. The facts in Ritu Saxena (supra) appear to be
different from those obtained in the present case. In Ritu Saxena (supra), the
appellant/plaintiff asserted readiness and willingness based on her own
financial capacity coupled with the approval of loan by ICICI Bank. Finding
that the appellant/plaintiff could not establish her or her husband’s
independent financial capacity, the Supreme Court held that the mere
approval of the loan was insufficient to prove “readiness and willingness”.
While in the present case, the petitioner’s case of readiness and willingness is
completely hinged on the LSL coupled with the assertion of CW-2 in the
witness box that PFL is ready and willing to pay the entire sale consideration.
There was no assertion at all that the petitioner is having the financial
capacity to pay the sale consideration. It is in this context that the LSL needs
to be appreciated. Thus, on facts, the cases appear to be distinguishable.
74. Resultantly, the respondent is restrained from selling, alienating,
creating any third-party rights or any encumbrances of whatsoever nature in
the subject properties till the next date of listing.
75. The respondent is permitted to file its reply within three weeks from
date.
76. Rejoinder thereto, if any, be filed within two weeks thereafter.

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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22

O.M.P.(I) (COMM.) 461/2026 & O.M.P.(I) (COMM.) 462/2026
77. The respondent is permitted to file its reply within three weeks from
date.
78. Rejoinder thereto, if any, be filed within two weeks thereafter.
79. List on 02.12.2026 alongwith O.M.P. (COMM) 471/2026 and O.M.P.
(COMM) 472/2026.


TUSHAR RAO GEDELA
(JUDGE)
OCTOBER 28, 2026/ rl
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Digitally Signed
By:YASHRAJ
Signing Date:28.10.2026
17:11:22