TOMMORROWLAND LIMITED v. HDFC BANK LTD

Mr. Raman Kapur, Senior Advocate with Mr. Rishab Raj Jain and Ms. Kirti Garg, Advocates for Respondent/HDFC Bank Ltd. in FAO(OS) 38/2022 Mr. Raman Kapur, Senior Advocate with Mr. Rishab Raj Jain and Ms. Kirti Garg, Advocates for Appellant/HDFC Bank Ltd. in FAO(OS) 85/2022 Mr. Sachin Chopra, Ms. Astha Gupta, Ms. Aakriti Jain, Advocates for Respondent in FAO(OS) 63/2022 Mr. Sachin Chopra, Ms. Astha Gupta, Ms. Aakriti Jain, Advocates for Appellant in FAO(OS) 140/2022 Mr. Pawan Sachdeva, (in person) with Mr. Ishan Sachdeva and Mr. K.K.R. Dass, Advocates for Respondent in FAO(OS) 85/2022, FAO(OS) 116/2022, FAO(OS) 125/2022 and FAO(OS) 140/2022 Mr. Rajesh Banati, Mr. Ashish Sareen, Mr. Adil Asghar, Mr. Aditya Mishra, Mr. Ankit Banati, Advocates for Respondent in FAO(OS) 53/2022 Mr. Sudhansu Palo, Mr. Rajesh Palo, Mr. Rakesh Palo, Mr. Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 6 of 88 Budhadev Palo and Ms. Ipsita Behura, Advocates for Respondent in FAO(OS) 58/2018 Mr. Prashant Katara and Ms. Sakshi Jain, Advocates for Respondent in FAO(OS) 602022 Ms. Noopur Singhal and Ms. Sanchari Debnath, Advocates for Respondents in FAO(OS) 47/2022 Ms. Noopur Singhal and Ms. Sanchari Debnath, Advocates for Appellant in FAO(OS) 116/2022 Mr. Vijyant Singh Kundu, Proxy Counsel for Appellant in FAO(OS) No. 55/2022. Mr. Rahul Gupta, Mr. Arav Kapoor, Mr. Arav Kapoor, Mr. Mridul Vats and Mr. R.P. Rao, Advocates for Respondent in FAO(OS) 52/2022 Mr. Indranil Gosh, Ms. Mrinal Chaudhry, Advocates for Respondent in FAO(OS) No. 55/2022 Mr. Sameer Nandwani and Ms. S. Arora, Advocates for Respondent No.1 in FAO(OS) 50/2022 Mr. Aaditya Vijay Kumar, Ms. Akshita Katoch, Mr. Anirudh Anand, Advocates for Respondent in FAO(OS) 66/2022 Mr. Kunal Manav and Mr. Yatender Bhardwaj, Advocates for Petitioner in FAO(OS) 125/2022 Mr. Kunal Manav and Mr. Yatender Bhardwaj, Advocates for Respondent in FAO(OS) 69/2022 CORAM: HON'BLE MR. JUSTICE ANIL KSHETARPAL HON'BLE MR. JUSTICE HARISH VAIDYANATHAN SHANKAR J U D G M E N T HARISH VAIDYANATHAN SHANKAR, J.

1. With the consent of the parties, the present batch of twenty- eight appeals was heard together. After extensive and prolonged hearings conducted on various dates, these appeals are now being finally disposed of by way of this common judgment. PROLOGUE Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 7 of 88

2. The present appeals have been preferred under Section 39 of the Arbitration Act, 1940 1 , and all pertain to disputes involving Tommorrowland Ltd. These appeals arise from various judgments rendered by the learned Single Judge of this Court in suits instituted under Sections 14 and 17 of the 1940 Arb Act by Tommorrowland Ltd., seeking judgments and decrees in terms of distinct arbitral awards. By the respective Impugned Judgments, the learned Single Judge decreed the suits in favour of the plaintiff therein, namely Tommorrowland Ltd., while making certain modifications to the arbitral awards passed by the learned Arbitrator. 3. Each suit instituted by Tommorrowland Ltd. before the learned Single Judge arose from a distinct arbitral award and was adjudicated independently by separate judgments. Aggrieved by the modifications made by the learned Single Judge, Tommorrowland Ltd. has preferred twenty-four separate appeals, which form the subject matter of the present adjudication. In these appeals, the challenge is narrowly confined to the limited extent to which the learned Single Judge, while otherwise affirming the arbitral awards, modified the same, specifically with respect to the alteration of the quantum of damages and the disallowance and reduction of interest awarded by the learned Arbitrator. 4. In addition thereto, in respect of four of the said judgments, the respective opposite parties, namely the Underwriters, having felt aggrieved, have filed four separate appeals. These appeals are in the nature of cross-appeals corresponding to four out of the twenty-four appeals preferred by Tommorrowland Ltd. 1 1940 Arb Act Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 8 of 88

5. For the sake of clarity and convenience, a consolidated chart indicating the appeals and the corresponding cross-appeals, wherever applicable, which are before us for adjudication, is set out hereinbelow: S. NO. CASE NO. BEFORE THIS COURT CROSS APPEALS APPELLANT RESPONDENT

1. 1A. FAO(OS) 1B. FAO(OS) 2. 2A. FAO(OS) Tommorrowland Limited HDFC Bank Ltd. Tommorrowland Limited 2B. FAO(OS)

3. 3A. FAO(OS) 3B. FAO(OS) 4. 4A. FAO(OS) 4B. FAO(OS) Haryana State Industrial and Infrastructure Development Corporation Ltd Tommorrowland Limited DCM Financial Services Ltd Tommorrowland Limited Dolf Leasing Limited HDFC Bank Ltd. Tommorrowland Limited Haryana State Industrial and Infrastructure Development Corporation Ltd Tommorrowland Limited DCM Financial Services Ltd Tommorrowland Limited Dolf Leasing Limited Tommorrowland Limited APPEALS BY TOMMORROWLAND

5. FAO(OS) Tommorrowland Limited Sharma And Co. and Others

6. FAO(OS) Tommorrowland Limited V. Jethalal Ramji Share Brokers Pvt Ltd & Ors.

7. FAO(OS) Tommorrowland Limited Essar Capital Ltd. Now as Vajresh Known Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 9 of 88

8. FAO(OS) Tommorrowland Limited

9. FAO(OS)

10. FAO(OS)

11. FAO(OS)

12. FAO(OS)

13. FAO(OS)

14. FAO(OS)

15. FAO(OS)

16. FAO(OS)

17. FAO(OS)

18. FAO(OS)

19. FAO(OS)

20. FAO(OS)

21. FAO(OS)

22. FAO(OS)

23. FAO(OS)

24. FAO(OS) Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Tommorrowland Limited Consultant Limited Jalan And Co. Holiday Sterling Financial Services Ltd Veerhealth Care Ltd Trade Nicco Uco Alliance Credit Ltd Analysis Consultancy LLP Navoday Management Services Limited Pressman Advertising Limited Real Growth Financial Services Ltd Now RGF Capital Markets Ltd Sanchay Limited R. N. Ahuja and Co Finvest Hemdev Securities India Pvt. Ltd Prasad And Co. And Others S. K. Nahata And Co. & Ors Clarity Services Ltd. Manoj Bhargava And Co. Dwarkadas Harinarayan Maheshwari & Ors. Shakti And Co. & Ors. Financial Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 10 of 88

6. Upon a careful consideration of the record, we find that all the arbitral awards in question were rendered by the same learned Arbitrator and are founded upon a substantially identical line of reasoning while granting relief in favour of Tommorrowland Ltd. The factual substratum of each dispute arises from almost identical agreements, involving common obligations, similar allegations of breach, and identical issues that culminated in reference to arbitration. 7. Likewise, while adjudicating the suits under Sections 14 and 17 of the 1940 Arb Act, the learned Single Judge, mutatis mutandis, adopted an identical reasoning in the Impugned Judgments, subject only to minor variations dictated by the facts of the individual awards. 8. In these circumstances, we propose to examine the present batch of appeals in a composite manner. We shall initially undertake a detailed examination of one appeal filed by Tommorrowland Ltd. and the corresponding appeal filed by the opposite party arising out of the same Impugned Judgment. Upon arriving at conclusions on the issues raised therein, the same reasoning would be applied to the remaining appeals, as far as permissible in law, as the broader factual background, legal issues, and grounds of challenge urged by the parties are substantially identical. 9. Notably, even during the course of oral submissions, the parties, in the connected matters, largely adopted the arguments advanced by the lead counsel, with only minor variations on certain residual aspects in a few appeals. We therefore consider it appropriate, and indeed judicially expedient, to hear and decide these appeals together, which would facilitate a clearer understanding of the disputes and ensure consistency in adjudication. Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 11 of 88

10. During the course of arguments, Tommorrowland Ltd. addressed its principal submissions in FAO(OS) 38/2022, while the corresponding appeal preferred by the opposite party, namely, FAO(OS) 85/2022, arising from the same Impugned Judgment, was treated as the lead matter from the underwriters‘ side. 11. With the consent of all parties, these two appeals were taken as the lead cases, and the submissions advanced therein were, to a substantial extent, adopted in the remaining appeals. Accordingly, for the purposes of convenience, brevity, and clarity, we propose to first examine one set of cross-appeals arising out of the same Impugned Judgment, namely, FAO(OS) 38/2022, filed by Tommorrowland Ltd., and FAO(OS) 85/2022, filed by HDFC Bank Ltd.2. FAO(OS) 38/2022 & FAO(OS) 85/2022, CM APPL. 31837/2022 and CM APPL. 35794/2025

12. These cross appeals, filed under Section 39 of the 1940 Arb Act, challenge the Judgement and Decree dated 27.04.20223 passed learned Single Judge in CS(OS) 2152/2012 titled „Tommorrowland Limited (formerly Tommorrowland Technologies Exports Limited) vs. HDFC Bank Ltd.‟. 13. The aforesaid suit was instituted under Sections 14 and 17 of the 1940 Arb Act seeking a Judgment and Decree in terms of the Arbitral Award dated 30.05.2012, along with future interest and costs. During the pendency of the suit before the learned Single Judge, three Interlocutory Applications were filed, which are as follows: 2 Cross appeal/ First set of cross appeal 3 Impugned Judgement Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 12 of 88 (i). I.A. No. 19050/2012 (filed by the Defendant therein under Section 151 of the Civil Procedure Code, 1908 4, seeking enlargement of time to file objections to the Award within 30 days of receiving notice of the filing of the Original Award before the Court); (ii). I.A. No. 12965/2012 (filed by the Plaintiff therein under Section 28 of the 1940 Arb Act, which pertains to the power of the Court only to enlarge time for making an award); and (iii). I.A. No. 3610/2013 (filed by the Defendant therein under Sections 30 and 33 of the 1940 Arb Act).

14. By the Impugned Judgment, the learned Single Judge allowed I.A. No. 19050/2012 and I.A. No. 12965/2012, and substantially rejected I.A. No. 3610/2013, and consequently decreed the suit in favour of the plaintiff. While doing so, the Learned Single Judge: (a). reduced the damages awarded by the learned Arbitrator from Rs. 80 per Fully Convertible Debenture5 to Rs. 20 per FCD; (b). disallowed the interest awarded for the pre-reference period and for the duration of the arbitral proceedings; (c). reduced the post-award interest from 18% p.a. to 7% p.a. from the date of the Award until the date of the Impugned Judgment; and (d). directed that in the event of default in payment within eight weeks from 27.04.2022, the decretal amount shall thereafter carry interest at 4.5% p.a.; and (e). while doing so, the learned Single Judge did not interfere with the costs awarded by the learned Arbitrator. 4 CPC 5 FCD Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 13 of 88

15. For the sake of clarity, brevity, and convenience, the parties concerning this cross appeal shall hereinafter be referred to as ―Tommorrowland‖ and ―Underwriter‖. Brief Facts: 16. The factual background underlying all the appeals is broadly similar, subject to minor variations in certain aspects. The learned Single Judge has succinctly and accurately recorded the material facts, so far as they relate to the present cross-appeals, from the inception of the disputes up to the adjudication of the suit, in the Impugned Judgment. We therefore consider it unnecessary to reformulate the entire factual narrative herein, as doing so would only render the present adjudication unduly cumbersome. For ease of reference, the relevant portion of the Impugned Judgment pertaining to the present cross-appeals is extracted below: ―2. The Plaintiff launched a public issue for 1,75,84,800 zero interest unsecured Fully Convertible Debentures (hereinafter, ‗FCDs‘) of Rs.199 each for cash and at par aggregating to Rs.349,93,75,200/- to the public and issue of 31,28,500 FCDs of Rs.250/- each for cash at par aggregating to Rs.78,21,25,000/- to non-resident Indians / persons of Indian origin resident abroad / OCBs on Rs.428,15,00,200/- (hereinafter ‗public issue‘). The disputes in these cases relate only to FCDs issued to the public in India. The issue was publicized along with a prospectus, which was duly vetted by the Securities and Exchange Board of India (hereinafter ‗SEBI‘). firm allotment basis together aggregating

3. The issue was opened on 14th February, 1995 and the closing date for the issue was to be not later than 24th February 1995. The earliest closing date was 18th February, 1995. The Lead Managers to the issue were SBI Capital Markets Ltd., Tourism Finance Corporation of India Limited, Lloyds Finance Limited, Indian Merchant Banking Services Ltd. and Bank of Baroda. The Registrar to the issue was MAS Services Pvt. Ltd. The FCDs, which were to be allotted to the subscribers, were to be compulsorily and automatically converted into one equity share of Rs. 10/- each fully paid up, at a premium of Rs. 189/- in the case of Indian public, on the date of conversion i.e. on the Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 14 of 88 expiry of seventeen and a half months from the date of allotment of these debentures. Each debenture was to have a face value of Rs.199/-. No interest was payable thereon.

4. Until the allotment of shares, no rights and privileges were to be enjoyed by the debenture holders. The sums received in respect of the public issue were to be retained in a separate bank account and the Company would not have access to the fund unless the approval of the Delhi Stock Exchange was obtained for allotment. The Letters of Allotment / Debentures Certificate(s) /Share Certificate(s) were to be delivered within three months from the date of allotment. In the event of over-subscription, the allotment was to be made by the Board in consultation with the Regional Stock Exchange at Delhi and a SEBI nominated representative was to be associated in the process of finalisation of the basis of allotment, in case of oversubscription by more than two times. In case of non-allotment of the debenture(s) applied for, the excess amounts were to be refunded to the concerned applicants within 70 days from the closing of the Subscription List.

5. The entire issue was underwritten, insofar as the component offered to the Indian public for subscription was concerned. The clause relating to underwriting in the prospectus reads as under: “UNDERWRITING issue of 1,75,84,800 Zero Interest The entire Unsecured Fully Convertible Debentures of Rs.199 each aggregating Rs.3,49,93,75,200 offered Indian Public for subscription in terms of this fully underwritten as Prospectus has been under:……”

6. There were 267 Underwriters in total, including the abovenamed Defendant HDFC Bank Ltd. (formerly known as 20th Century Finance Corporation Ltd. at that time). The prospectus specified the exact amount which was underwritten by each of the Underwriters. It was certified by the Board and the Lead Managers that the resources of the Underwriters are adequate to meet their respective underwriting obligations.

7. In the case of the present Defendant, the amount which was underwritten was to the tune of Rs.4,99,99,000/- (2,51,256 FCDs of Rs. 199/- each for cash at par aggregating to the total figure of Rs. 499.99 lakhs) by Underwriting Agreement dated 10th January, 1995.

8. The public issue opened on 14th February, 1995, as scheduled. On 17th February, 1995, a communication was issued by the Registrar and Lead Manager to the issue informing the Plaintiff that the issue was fully subscribed. Accordingly, on 18th February, 1995, an advertisement was issued by the Plaintiff in Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 15 of 88 various print outlets stating that the issue would be closed on the said date and the issue was closed on the earliest closing date i.e., 18th February, 1995.

9. However, SEBI noticed certain anomalies in the public issue offer price of Rs.199/- and accordingly directed the Plaintiff-Company to disclose to the public that the shares were quoted on cum-rights basis, which means that it was not adjusted for the higher equity that would result from a rights issue that was scheduled to follow the public issue. Corrigenda are stated to have issued by the Plaintiff on 13th February, 1995, prior to the opening of the issue. However, some advertising continued to allegedly reflect the market price. SEBI is then stated to have issued a letter dated 6th March, 1995 addressed to the Lead Manager of the issue, directing that an option be given to investors to either withdraw their applications or continue to subscribe to the issue. The said letter reads as under: “Securities and Exchange Board of India Ref: IMID/; XX/95 March 6, 1995 The General Manager SBI Capital Markets Limited New Delhi, Sir, RE: PUBLIC ISSUE OF M.S. SHOES EAST LIMITED Please refer to your fax message dated February 20, 1995 and your subsequent discussion at SEBI. We are herewith sending a draft of the approved letter to be issued by M.S. Shoes East Limited along with the letter of allotment. Please ensure that the letter is issued in the form in which it has been approved by us without modification of any kind and also that they are actually despatched to the successful applicants along with the allotment letter. You had indicated that the issuer company has agreed to do so. The person/agency to whom the letter requesting refund should be addressed, must be specifically indicated in the letter. Lead Manager should also ensure that arrangements are made for immediate refund of monies to those who opt to do so. We would like to add that SEBI reserves to itself the right to take appropriate action against the issuer company and the lead manager for their lapses in this regard. Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 16 of 88 Please arrange to acknowledge receipt of this letter and also keep us informed of the action taken by the company. Company. (USHA NARAYANAN) DIVISION CHIEF”

10. The above letter is disputed by the Plaintiff. However, from the contemporaneous evidence available on record, there is no doubt that, in fact, letters were addressed by SEBI to the Plaintiff directing it to give an option to the investors to get refund of money paid by them with interest. Public announcements/ notifications were also issued by SEBI asking the company to refund application monies to all those who wanted to withdraw from the public issue. Subsequent to the said direction, a large number of the subscribers withdrew their applications and the subscription fell below the minimum of 90% of the total issue stated in the prospectus.

11. Devolvement notices were issued by the Plaintiff to all the Underwriters on 15th March, 1995, informing them that the issue had been undersubscribed, and hence, the underwriters‘ obligations as per the Agreements entered into therewith, are triggered. Again, on 24th March, 1995 and 17th April, 1995, letters/notices were sent by Underwriters them of Underwriters did not subscribe and pay the said amount within the stipulated period of 60 days after the closure of the issue, the Plaintiff-Company had to refund the entire application money collected from the public. liability. Since the Plaintiff-Company informing

12. The Plaintiff then sought the intervention of the Delhi Stock Exchange and requested for reference of the disputes between the Plaintiff and the Underwriters to arbitration, vide letter dated 2nd May, 1995. However, vide letter dated 26th April, 1997, the Delhi Stock Exchange refused to conduct the arbitration proceedings, which led the Plaintiff-Company to file petitions under Section 20 of the Arbitration Act, 1940 before the High Court of Delhi. Vide the initial order dated 14th March, 2007 in two suits filed by the Plaintiff under Section 20 of the Arbitration Act, 1940 i.e., CS (OS) No. 1299A/1997 and CS(OS) No. 845-1076/2006, Hon‘ble Ms. Justice (Retd.) Manju Goel was appointed as the ld. Sole Arbitrator. The relevant extract of the order dated 14th March, 2007 reads as under: “13. I am in full agreement with the aforesaid view and deem it appropriate that the matter has to go to arbitration since the arbitration clause is not disputed. 14. the respondents having been called upon to refer the dispute to arbitration and having failed to do so, Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 17 of 88 have lost their right to appoint an arbitrator. In fact, respondent no. 1 is stated to have specifically declined to appoint an arbitrator. 15. In view of the aforesaid, Hon‟ble Ms. Justice (Retd.) Manju Goel, B-6, Dr. Zakir Hussain Marg, New Delhi (Phone No. 2378-2616) is appointed as the sole Arbitrator. It will be for the Arbitrator to fix the sitting fee, subject to a total fee of Rs.2.00 lacs, apart from the out-of-pocket expenses. The fee of the Arbitrator shall initially be borne by the petitioner to form part of the main cause. 16. The parties to appear before the learned Arbitrator on 21.4.2007 at 11.00 A.M.”

13. Thereafter by order dated 22nd April, 2010 in CS(OS) No. 1199A/1998, similar disputes were also referred to the same Ld. Arbitrator. Cumulatively, there were total of 267 claim petitions, which were referred to the ld. Arbitrator.

14. In respect of 103 Respondents against whom claims were settled and withdrawn, awards were passed on 25th September, 2010. Similar awards were passed qua 3 Respondents on 14th May, 2011 and qua 34 Respondents on 21st January, 2012. The awards under challenge in the present 27 connected suits before the Court were passed on various dates between May to July, 2012.

15. In the case of the present Defendant, the Ld. Arbitrator pronounced the Award on 30th May, 2012, by which the Ld. Arbitrator awarded a total sum of Rs.4,94,11,776/- along with pendente lite and future interest in favour of the Plaintiff- Company in the following terms: distributed “28. If the loss quantified in paragraph 26 above is deficit proportionately procurement of shares viz 1,06,42,000 (exhibit PW1/54), the amount comes to Rs. 76.30 per defaulting share approximately. However, keeping in view the fact that the claimant's actual damages would have been much higher, it will not be altogether wrong to assess reasonable damages at Rs. 80/- per share that the defaulting underwriters failed to pay for when the FCDs devolved on them. In this case since the respondent was required to take 193317 shares that devolved on him, I assess reasonable compensation at 193317 *Rs. 80 amounting to Rs. 1,54,65,360/-. I am conscious of the fact that the claimant has settled his claim against some of the underwriters against whom he had filed his claim before this tribunal. The claimant submits in a statement that he has recovered Rs. Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 18 of 88

2.45 crores from the settled claims in suit no. 1299A/97 and Rs. 0.35 crores in suit no. 1199A/98 i.e. a total amount of Rs. 2.80 crores against commitment of Rs. 349.93 crores. Clearly the claimant has settled with those who offered to do so at a rather low figure. However, the deficiency caused by such concessional settlements cannot be made good by receiving any extra amount from those who have not settled. The calculation of reasonable damages per share, rather than per underwriter takes care that each underwriter is burdened with reasonable damage recoverable from him and no one is burdened with the damage caused by others who may have contracted to underwrite different numbers, of FCDs. 29. The claimant is entitled to interest on this amount till the filing of claim petition. The claimant has asked for interest @ of 24% per annum. The claimant himself raised loans at that time on interest @18.5%. The claim for interest is based on Interest Act and not on contract. The learned amicus curiae suggested that interest @ 18% would be reasonable. Awarding interest @ 18% the claim of the claimant towards interest for 146 months 10 days from 02.05.1995, the date when the respondent was liable to pay for the devolved FCDs till the date of filing of the claim on 11.7.2007 comes to Rs.3,39,46,416/- . Thus the total reasonable damages along with interest till the filing of the claim petition comes to Rs. 4,94,11,776/-. 30. The claimant is entitled to interest pendente lite and future till recovery. Since the nature of the claim is commercial, the interest pendente lite and future till recovery can also be awarded @ 18%. Hence I pass an award for Rs. 4,94,11,776/- with pendente lite and future interest @18% from the date of filing of the claim petition till realization in addition to costs calculated hereunder Interest pendente lite on Rs. 4,94,11,776/- for 4 years and 10 months and 7 days comes to Rs. 4,31,61,179/-. COST: 31. The claimant proceedings. The respondent did not pay even his share of the fees of the Arbitration, which the claimant has paid. The claimant incurred further expenses on behalf of the Arbitration towards service of notice and publication in the newspaper. The venue for the Arbitration has always been the PHD House at Khelgaon, August to cost of is entitled Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 19 of 88 Kranti Marg and total expenses towards venue charges comes to Rs. 5,05000/-. Further Amicus Curiae was also engaged to ensure that no injustice is done to any respondent who is proceeded exparte. Further there have been costs involved for keeping records and bringing them to the venue. The claimant has assessed such cost per respondent at Rs. 11,050/- which I assess as reasonable. Further an administrative cost of Rs. 2500/- is also being assessed the entire proceedings since throughout the course of this matter no such cost has been charged by the Arbitrator. Further the stamp paper of Rs. 92,680/- is annexed to the award. Hence the total cost is assessed at Rs. 1,06,230/- payable by the respondent to the claimant for the entire proceedings. Needless to say that the administrative cost of Rs. 2500/-is initially payable by the claimant to the Arbitrator.” the Arbitrator

16. Similar awards have been passed against all Underwriters who are Defendants in the 27 suits presently being decided. The said awards are sought to be enforced by the Plaintiff under Sections 14 and 17 of the Arbitration Act, 1940, seeking pronouncement of judgment and decree in terms of the respective Awards for the aforesaid amount along with interest @18% p.a. till the date of realisation of payment.

17. The Defendants/Respondents, upon being served, have resorted to filing two different types of objections to the Awards. One set of Respondents have filed objections under Section 16 of the Arbitration Act, 1940, challenging the legality of the award and other Respondents have filed applications under Sections 30 and 33 of the Act, seeking setting aside of the awards and opposing the prayer for pronouncement of judgment in terms of the awards.

18. The broad grounds raised by the Respondents are: a) b) That the Respondents were not properly served in the arbitral proceedings; That the time period for passing the award had expired and no ground exists for extension of time under Section 28 of the Act; That on merits, the obligations of all the Underwriters stood discharged as the issue was fully subscribed, and it was not even kept open for the entire period. This issue has not even been considered by the ld. Arbitrator; d) That the computation of damages and award of c) interest is not as per law. Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 20 of 88

19. In the present case, apart from the main suit seeking pronouncement of judgment under Sections 14 and 17 of the Act, the following three applications have also been filed a) I.A. No. 19050 of 2012 (for enlargement of time) b) I.A. No. 12965 of 2012 (under Section 28 of the Arbitration Act, 1940) c) I.A. No. 3610 of 2013 (under Sections 30 and 33 of the Arbitration Act, 1940).‖

17. During the proceedings before the learned Single Judge, the Underwriter filed its objections under Sections 30 and 33 of the 1940 Arb Act, by way of I.A. No. 3610/2013. Two additional applications were also filed during the pendency of the suit. The first was I.A. 19050/2012, filed by the Underwriter, seeking enlargement of time to file objections against the Impugned Award. The second was I.A. 12965/2012, filed by Tommorrowland under Section 28 of the 1940 Arb Act, seeking post-facto extension of the time for conducting the arbitration proceedings from 20.08.2007 to 30.05.2012, the date on which the Award was ultimately pronounced by the learned Arbitrator. 18. While adjudicating I.A. 19050/2012, the learned Single Judge considered the Underwriter‘s request for extension of time to file objections within 30 days of receiving notice of the filing of the Original Award in Court. The Court observed that although the Underwriter was at all times aware of the arbitral proceedings, it chose not to participate. However, the restructuring processes and mergers undergone by the Underwriter may have contributed to delays. The Court also noted that the application had been pending for several years, and that the objections to the Award had already been incorporated in the Underwriter‘s reply to Tommorrowland‘s suit, wherein the Award was opposed. It being a settled principle that Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 21 of 88 Courts should endeavour to decide matters on merits where possible, the learned Single Judge held that the circumstances justified enlargement of time. Accordingly, the application was allowed. 19. With respect to the application seeking post-facto extension of time under Section 28 of the 1940 Arb Act, the learned Single Judge allowed the request after considering the peculiar facts of the case. The learned Arbitrator had been required to adjudicate claims involving more than 260 Underwriters, had held over 50 sittings over a five-year period, and had dealt with the disputes extensively. In view of these circumstances, and since such extension is permissible in law, the application was allowed. 20. Thereafter, the learned Single Judge partly decreed the suit in favour of Tommorrowland, disposed of I.A. No. 3610/2013 filed by the Underwriter, and, in doing so, adjudicated the issues raised, which may be summarized as follows: a. Non-service of arbitral proceedings and ex parte Award: The learned Single Judge rejected the Underwriter‘s contention that notices in the arbitral proceedings were not duly served and that the learned Arbitrator had wrongly proceeded ex parte. It was held that the Underwriter‘s counsel had duly entered appearance and that multiple notices had been issued through counsel, calling upon the Underwriter to participate in the proceedings. The arbitral record further showed that the learned Arbitrator had repeatedly passed directions which the Underwriter failed to comply with. In these circumstances, the plea of non-service and the challenge to the Award on the ground that it was ex parte were found to be untenable and were accordingly decided. Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 22 of 88 b. Devolution of liability on the Underwriter and consideration of the issue by the learned Arbitrator: While addressing the objection concerning devolution of liability, the learned Single Judge examined the relevant clauses of the Underwriting Agreement between the parties. It was held Underwriter‘s stand that its liability stood discharged upon the initial closure of the issue on the earliest closing date, was contrary to the scheme of the said Agreement and therefore liable to be rejected. On the second limb, the learned Single Judge rejected the Underwriter‘s argument that the learned Arbitrator had proceeded on the basis of an incorrect letter. This plea had never been raised during the arbitral proceedings. Moreover, the record showed that the learned Arbitrator was aware of the letter of the Securities and Exchange Board of India6, and had noted Tommorrowland‘s compliance, and had even framed an issue pertaining to the letter. Among the other things, on these grounds, the objection was rejected. c. Computation of damages and award of interest: While considering the question of reasonable compensation payable by the Underwriter, the learned Single Judge noted that several Underwriters had settled their disputes with Tommorrowland at different amounts and interest rates. It was also held that although Tommorrowland suffered losses, it too bore some responsibility for those losses. Taking into account the overall circumstances, learned Single Judge held compensation payable by the Underwriter warranted reduction. Accordingly, the compensation was reduced to one-fourth of the 6 SEBI Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 23 of 88 amount awarded. The learned Single Judge further disallowed the interest awarded for the pre-reference period and for the duration of the arbitral proceedings. The learned Single Judge also reduced the post-award interest from 18% per annum to 7% per annum from the date of the Award until the date of the Impugned Judgment; and directed that in the event of default in payment within eight weeks from 27.04.2022, the decretal amount would thereafter carry interest at 4.5% per annum. The costs awarded by the learned Arbitrator were not interfered with. Submissions by Tommorrowland: 21. On behalf of Tommorrowland, the following submissions have been made: (i) In re: Merit of its appeal (a) It is submitted on behalf of Tommorrowland that the learned Single Judge exceeded the permissible scope of interference under Section 15(b) of the 1940 Arb Act. Section 15(b) empowers the Court only to correct typographical, clerical, or arithmetical errors; and it does not authorise the Court to substitute or alter the learned Arbitrator‘s reasoning, findings, or conclusions. The changes made by the learned Single Judge, namely, altering the quantum of damages and reducing the rate of interest, were substantive modifications and not clerical corrections. Such interference amounts to a rewriting of the Award, which is legally impermissible. Furthermore, while doing so, the learned Single Judge misplaced its reliance on Atlanta Ltd. v. Union of India7. (b) It is further submitted that it is well settled that the 7 (2022) 3 SCC 739 Signature Not Verified Digitally Signed By:HARVINDER KAUR BHATIA Signing Date:24.02.2026 19:34:10 FAO(OS) 38/2022 & connected matters Page 24 of 88 determination of the amounts payable between parties falls squarely within the learned Arbitrator‘s jurisdiction. In support of this principle, reliance is placed on judgements of the Hon‘ble Supreme Court in Hindustan Vidyut Products Ltd. v. State of Rajasthan 8 , Ravindra Kumar Gupta & Co. v. Union of India 9 and Arosan Enterprises Ltd. v. Union of India10. (c) It is also submitted that the learned Single Judge correctly upheld the learned Arbitrator‘s finding that the Underwriter failed to discharge its contractual obligations. It has also been rightly affirmed that the learned Arbitrator had properly applied Sections 73 and 74 of the Indian Contract Act, 1872 11 to determine reasonable compensation. The Award was neither held to be perverse nor vitiated by legal misconduct. Having upheld the Award on merits and confirmed the Underwriter‘s liability, the learned Single Judge could not thereafter modify the damages from Rs. 80 to Rs. 20 per FCD, deny pre-arbitration interest, or alter the post-award interest. Once the Court held that the Award was free from jurisdictional, factual, or legal infirmities under Sections 16 and 30 of the 1940 Arb Act, no substantive modification was permissible. (d) It is submitted that the law is now well settled that an Arbitrator has the power to award interest for the pre- reference period, and for this purpose, reliance is placed on