Advs.) v. ROAD, KAROL BAGH

present appeal, the Court considers it appropriate to first examine the factual background leading to the dispute. This includes tracing the manner in which the land was initially acquired by the parties, how it became subject to acquisition proceedings, the circumstances under which the acquisition was subsequently annulled, and the directions issued by the Supreme Court in this regard. The Court is of the view that a detailed traversal of these events will provide a clearer perspective on the factual and legal issues at hand and the same would facilitate in adjudicating the present appeal. Brief Background 9. The origins of the dispute can be traced to 27.08.2004, when the HSIIDC issued a notification under Section 4 of the Land Acquisition Act,

1894. The said acquisition notification proposed acquiring approximately 912 acres of land from the villages of Manesar, Lakhnaula, and Naurangpur, Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 8 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV located in Tehsil and District Gurugram. The acquisition was intended for the development of Chaudhary Devi Lal Industrial Township, an integrated complex planned for residential, recreational, and other public purposes. The said notified land included the subject parcel measuring 13.743 acres. 10. However, following the issuance of the notification, the State Government, by order dated 24.08.2007, decided to drop the acquisition, stating that a fresh notification would be issued in its place. Subsequently, on 29.01.2010, the concerned government authority formally rescinded and closed the acquisition proceedings in their entirety. 11. Apprehending fraud being played by the State in view of the decisions dated 24.08.2007 and 29.01.2010 pertaining to the land acquisition proceedings, certain landowners and farmers initiated multiple writ petitions challenging the withdrawal of acquisition. One such writ petition, CWP No. 23769 of 2011, was filed on 19.12.2011 before the High Court of Punjab and Haryana at Chandigarh. The appellant-claimants contended that the entire sequence of events, commencing with the initiation of the acquisition process, coercing landowners into parting with their fertile and valuable land at nominal prices under the imminent threat of acquisition, and subsequently withdrawing the acquisition just two days before the scheduled declaration of the award, constituted a calculated and mala fide exercise of governmental power. The High Court of Punjab and Haryana, however, dismissed these writ petitions. Aggrieved by the dismissal, the matter was carried in appeal before the Supreme Court. Upon finding merit in the controversy, the Supreme Court rendered its judgment dated 12.03.2018 in Rameshwar & Others v. State of Haryana & Others. Subsequently, the Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 9 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV Supreme Court delivered another judgment under the same title while adjudicating a review petition, addressing supplementary issues arising from the dispute. For convenience, the initial decision rendered in 2018 shall be referred to as Rameshwar-I, and the subsequent decision in review proceedings shall be referred to as Rameshwar-II. Rameshwar-II provided further clarifications on the legal and factual aspects concerning the land acquisition proceedings. 12. The Supreme Court, in Rameshwar-I, inter alia, held that the decisions dated 24.08.2007 and 29.01.2010 were vitiated by mala fides and amounted to a clear case of fraud on power. Thus, the orders cancelling the acquisition were annulled. The Court further determined that a deemed award had come into effect on 26.08.2007, thereby rendering all transfers of land effected between 27.08.2004 and 29.01.2010 legally invalid. However, an exemption was carved out for lands that had been transferred by the landowners during this period. In light of these findings, the Supreme Court issued various directions, including the recognition of a deemed award for lands covered by declarations under Section 6 of the Land Acquisition Act, 1894, and those transferred by landholders during the suspect period. 13. Pursuant to the Rameshwar-I decision, the concerned District Revenue Officer-cum-Land Acquisition Collector passed further order dated

26.11.2018. However, in the said order dated 26.11.2018, the land forming the subject matter of the present dispute was not included within its scope. 14. On 05.08.2019, HSIIDC filed an application [I.A. 93822/2019 in M.A. 1175/2019 in Civil Appeal No. 8788/2015] seeking clarification on whether the judgment in Rameshwar-I would also extend to lands that had Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 10 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV been purchased before the issuance of the notification dated 27.08.2004 but were subsequently transferred by landowners between 27.08.2004 and

29.01.2010 through collaboration agreements. 15. Pursuant thereto, on 21.07.2022, the Supreme Court rendered its judgment in Rameshwar-II, providing the necessary clarifications. The Court, inter alia, held that “Development Rights” would fall within the ambit of “transfer” as contemplated in paragraph 42 of the Rameshwar-I decision. 16. The Supreme Court further observed that, with respect to the appellant-claimant, a total of 567 residential units had been constructed on the subject land, and substantial payments amounting to approximately Rs. 300 crores had already been received for the units sold. Recognizing the necessity of protecting the interests of third-party consumers, the Court emphasized that end-buyers should not be prejudiced due to the past misconduct of colonizers, developers, or landowners. To strike an equitable balance, the Court determined that a sum of Rs. 5 crores per acre was payable for the subject land measuring 13.743 acres, amounting to a total of Rs. 67,36,30,000, to be remitted to HSIIDC. The Supreme Court directed Godrej to make this payment and, in turn, allowed it to claim a proportionate sum as per its Development Agreement with Frontier, Earl, Balbir Singh, and Ram Pyari, the respondents herein. The Supreme Court further directed that the amount be deposited within six months from the date of the judgment, failing which an interest of 6% per annum would be levied. Subject to compliance with this direction, the land covered by the project was to be excluded from the deemed award. Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 11 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV

17. The Supreme Court in Rameshwar-II examined the commercial transactions involving Frontier Home Developers Pvt. Ltd. (Frontier, formerly „Conway‟), M/s. Earl Infotech Pvt. Ltd, Balbir Singh, Ram Pyari, and the appellant-claimant, Godrej Properties Limited. The Court noted that Frontier had originally purchased 8.568 acres of land in Village Naurangpur on 16.08.2004 under its erstwhile name, Conway Developers Pvt. Ltd. [referring it to as “Lot-1”], for a consideration of Rs. 5.62 crores. Another parcel, measuring 5.175 acres, was owned by Balbir Singh and Ram Pyari [referred to as “Lot-2”]. Both parcels were included in the notifications issued under Sections 4 and 6 of the Land Acquisition Act, 1894. During this period, Balbir Singh and Ram Pyari entered into a Development Agreement with M/s. Earl Infotech Pvt. Ltd. on 24.08.2006 for the development of Lot-2. Subsequently, on 11.12.2006, Earl entered into a Collaboration Agreement with Frontier concerning Lot-2, under which Frontier agreed to jointly develop both parcels. This was followed by a supplementary agreement between Balbir Singh, Ram Pyari, and Earl, under which additional consideration was paid to the owners. Following the decision of the State to withdraw the acquisition on 29.01.2010, the four licensees transferred their development rights over the entire 13.743-acre parcel to Godrej Properties Limited through the Development Agreement dated 24.06.2010. This agreement dated 24.06.2010, entered into by Godrej and other respondents herein, for the sake of convenience, shall be referred to as the Godrej Development Agreement. [“GDA”]. 18. Under the terms of the GDA, Balbir Singh and Ram Pyari were entitled to 55,328.60 square feet of built-up area. Frontier was to receive a Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 12 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV 30% share in the gross revenue, while Godrej was entitled to the remaining 70%. Additionally, Frontier had prior commitments, including the allotment of land to owners and an additional 1,00,000 square feet allocated for 50 residential flats to the Jammu & Kashmir All India Service Officers Society. The Supreme Court noted that the group housing colony consisted of 567 units, comprising 475 residential units, 84 EWS units, and 8 commercial units. Godrej stated that it had sold 357 residential units, 8 commercial shops, and 83 EWS units, leaving only 4 residential units, 1 EWS unit, and a nursery school unsold. Of the developed units, 199 had already been registered in favour of third-party buyers. The Supreme Court held that collaboration agreements allowing colonizers and developers to retain a significant portion of the constructed area as consideration were not mere construction contracts but involved the transfer of substantive interests. 19. The Supreme Court further observed that, apart from merely retaining the legal title, the landowners had relinquished substantial rights over the property. Recognizing the necessity of safeguarding third-party consumer interests, the Court sought to ensure that end-buyers did not suffer the consequences of the past misconduct of the developers. To strike a balance, the Supreme Court, in its judgment dated 21.07.2022, issued the following directions to the appellant:- “121. In the light of the above discussion, this Court‟s findings are summarized as follows: a. The expression „transfer‟ used in the main judgment, especially in light of para 42.6, is not confined to sale, lease or other encumbrance. It includes development and/or collaboration agreements, as well as licenses issued (for development) during the suspect period, whether or not in favour of the developer. b. As a corollary to the above, the lands covered by licenses issued to Paradise (ultimately transferred to Green Heights); Karma (for which Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 13 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV collaboration was entered into with Unitech); Ram Pyari, Balbir Singh, Earl and Frontier (ultimately used by Godrej); Express Greens (DLF); Kalinga and Innovative amount to transfer…. d. With respect to Godrej, a sum of ₹ 5 crores per acre is payable by Godrej to HSIIDC. Therefore, final amount payable is 13.743 acres x ₹ 5 crores = ₹ 67,36,30,000 /- (rupees sixty-seven crores, thirty-six lakhs and thirty thousand only) within six months from the date of this judgment, failing which interest at the rate of 6% per annum shall be levied from the date of default. Godrej is entitled to claim such proportionate sums as it may be entitled to in terms of its agreement with Frontier, Earl, Balbir Singh and Ram Pyari in accordance with law. e. Upon full compliance with directions above, the lands covered by Green Heights and Godrej‟s projects shall be excluded from the deemed award….” [emphasis supplied]

20. The appellant-claimant subsequently filed a review petition [Diary No. 28497/2022] challenging the judgment in Rameshwar-II, which was dismissed on 29.11.2022. On 18.01.2023, the appellant filed an application under Section 9 of the AC Act, 1996. As previously outlined, this led to the passing of an interim order, the appointment of a Sole Arbitrator, and the constitution of an AT. The parties were directed to present their case before the AT, which was instructed to treat the Section 9 application as an application under Section 17 of the Act. 21. Thus, after reviewing the chronology of events leading to the filing of the arbitration petition and the referral of the parties to the AT, it is noted that by the impugned order dated 20.11.2024, has adjudicated upon four interim applications filed under Section 17 of the AC Act. The details of these interim applications, the decision rendered and the submissions of the learned counsel advanced therein shall be examined. RE: I.A. NO. 2/2023 & I.A. NO. 3/2023 Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 14 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV

22. The reliefs sought in the instant application essentially mirror the reliefs sought in O.M.P. (I) (COMM.) No. 12/2023, which was disposed of by this Court on 25.05.2023. In its order, the Court observed that the AT may treat the application as one filed under Section 17 of the AC Act, and to pass appropriate orders thereon. The reliefs sought in the application are as follows:- “(i) Direct Respondents No. 1 to 5 to secure the Appellant-claimant through deposits and/or bank guarantees amounting INR 67,36,30,000/- (Indian Rupees Sixty-Seven Crores, Thirty-Six Lakhs, and Thirty Thousand only) during the pendency of the arbitral proceedings; and/or (ii) Restrain the Respondents, during the pendency and until the conclusion of the arbitral proceedings, from selling, gifting, alienating, encumbering, creating third-party interest, or transferring in any manner whatsoever their respective flats/units/plots (detailed in Document 18) of the Godrej-Frontier project situated in Village Naurangpur, District Gurugram, Residential Sector-80, Haryana, as well as Plot No. 1392 (measuring 220 sq. yards), Plot No. 1658, and Plot No. 1655 (each measuring 135 sq. yards), situated in Sector-52, Gurugram, Haryana, and to maintain status quo with respect thereto; and (iii) Direct the Respondents to disclose on affidavit details of their bank accounts and other movable and immovable assets owned by them, jointly or individually; and (iv) Restrain the Respondents, during the pendency and until the conclusion of the arbitral proceedings, from selling, gifting, alienating, encumbering, creating third-party interest, or transferring their bank accounts, movable and immovable assets, as disclosed in the affidavit pursuant to prayer (iii); and (v) Grant ad-interim ex-parte reliefs as per prayers (i) to (iv) above; and (vi) Direct the Respondents to bear the costs of the petition; and (vii) Pass any other order(s) as this Hon'ble Court may deem fit in the facts and circumstances of the case.”

23. Thus, reliefs sought in clause (i) of the prayer include:- “(i) A direction to respondents no. 1 to 5 to deposit or furnish a bank guarantee for INR 67,36,30,000/-. (ii) An injunction restraining the respondents from creating third-party rights or interests in the flats, units, or plots listed in Document 18 of the Godrej Frontier Project in Sector-80, Gurugram. (iii) An injunction restraining the respondents from creating third-party Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 15 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV rights or interests concerning Plot Nos. 1392, 1658, and 1655 in Sector- 52, Gurugram, Haryana. (iv) A direction to the respondents to disclose on affidavit the details of their bank accounts and other movable and immovable assets. (v) A restraint on the respondents from transferring, alienating, or encumbering their bank accounts and assets in any manner.”

24. In the application being I.A NO. 2/2023, the appellant-claimant essentially sought multiple reliefs against the respondents. The primary relief sought is a direction to the respondents to deposit or furnish a bank guarantee for a sum of INR 67,36,30,000/-. Additionally, the appellant- claimant seeks an injunction restraining the respondents from selling, alienating, transferring, or creating third-party interests in the flats, units, and plots of the Godrej Frontier Project in Sector-80, Gurugram, as well as in Plot Nos. 1392 [220 sq. yds.], 1658 and 1655 [135 sq. yds each], in Sector-52, Gurugram, Haryana. Further, the application seeks a direction requiring the respondents to disclose, by way of an affidavit, details of their bank accounts and other movable and immovable assets. Lastly, the appellant-claimant seeks an order restraining the respondents from encumbering, transferring, or alienating their bank accounts and assets in any manner. 25. I.A. 3/2023, filed by respondents no. 3 to 5, sought the vacation of the interim order dated 19.01.2023 passed by this Court in OMP (I) (COMM) No. 12/2023. The said order had restrained respondents no. 1 to 5 from creating third-party interests or parting with possession of the flats and plots remaining in their title or possession under the GDA. Given that both I.A. 2/2023 and I.A. 3/2023 pertained to the same subject matter and involved interrelated reliefs, one seeking to enforce the injunction and secure the Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 16 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV payment made, and the other seeking to vacate the order imposing such restraints, the AT deemed it appropriate to adjudicate both applications conjointly. 26. The AT, upon taking into consideration the relevant clauses of the various agreements between the parties, the judgment(s) passed by the Supreme Court and the submissions advanced on behalf of both the parties, made the following broad observations:- a. The Supreme Court in the decisions of Rameshwar I and Rameshwar II, has only enabled the appellant-claimant to claim “proportionate sums” only if it was entitled to do so in terms of the GDA. b. No prima facie liability with respect to the payments made in respect of Land B has been fastened on respondents nos. 3 to 5. c. The Court, while passing the order dated 19.01.2023, which granted the interim relief to the appellant-claimant, did not have the stand of the respondents and the judgments of the Supreme Court, and the documents placed before the AT were not placed before the Court. d. The appellant-claimant failed to make any case for injunction as the prima facie case was not made out, and the material placed on record indicated that the appellant-claimant was unlikely to succeed in the main proceedings.

27. Based on these observations, I.A. 2/2023 was dismissed, and the interim protection granted vide order dated 19.01.2023 in OMP (I) (COMM) No. 12/2023 was vacated. Consequently, the corresponding Section 9 Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 17 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV injunction, which formed the basis of the Section 17 application in I.A. 2/2023, stood vacated in accordance with the relief sought in I.A. 3/2023. RE: I.A. 4/2024

28. This application was filed by the appellant-claimant, seeking prohibitory orders against Respondent No. 1, restraining it from transferring its assets, which stand attached by the Enforcement Directorate [ED]. The record reveals that, pursuant to the directions of the Supreme Court, transactions undertaken by the parties with respect to properties acquired in Haryana during the relevant period were subjected to criminal investigation by the Central Bureau of Investigation [CBI] and ED. Pursuant to such investigation, a provisional attachment order dated 17.02.2021 was issued, attaching assets belonging to Respondent No. 1 amounting to Rs. 77,72,30,146/-. The appellant-claimant sought attachment of the assets in event these assets are released from the attachment of the ED. 29. The AT, after considering the submissions advanced, has made the following broad observations:- a. The properties proposed to be subject to the sought relief are owned by third parties as evidenced from the order of attachment of the ED. b. With respect to the argument that respondents have interest in the properties, the respondents indicated that the appeals against the attachments were not preferred by the respondents herein, but by the third parties only. c. The impleadment of third parties has been rejected by the AT vide order dated 30.04.2024. Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 18 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV d. No injunctive order can be passed against third parties, who are not signatories to the GDA or parties to the proceedings.

30. Based on these observations, I.A. 4/2024 stood dismissed. 31. Against the impugned order dated 20.11.2024, the instant appeal under Section 37 of the AC Act is preferred by the appellant-claimant. Submissions advanced on Behalf Of Appellant- Claimant 32. Learned senior counsel Dr. Abhishek Manu Singhvi, Mr. Sudhir Makkar, and Mr. Ashish Dholakia, appearing for the appellant-claimant, have advanced the following broad submissions:- i. The impugned decision of the AT is contrary to the mandate of Section 17 of the AC Act. The same fails to protect the rights of the appellant-claimant, which had been duly recognized and safeguarded by the interim order dated 19.01.2023 in ARB.P. 494/2023. This interim protection was subsequently continued by another order dated

25.05.2023, and the impugned order unjustifiably negated this protection. ii. Referring to the order of the Supreme Court dated 13.10.2020 in Misc. Application 50/2019, it was contended that the Court had restrained the parties from creating fresh third-party rights or proceeding with any unfinished development work on the site, except for maintenance and upkeep. It is contended that this position, which remained in force throughout the pendency of the dispute, has now been altered by the impugned order, a decision made without due consideration of the factual circumstances. Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 19 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV iii. The payment of Rs. 67 crores to HSIIDC by the appellant-claimant has not been disputed by any of the parties. Rather, it was a mandatory payment as per the judgment in Rameshwar-II, which unequivocally held that such payment was a prerequisite for the subject land to be excluded from the Deemed Award category. The findings in the impugned order incorrectly interpret this liability as discretionary, contrary to the explicit direction of the Supreme Court, which categorically directed that the amount shall be paid, with an interest penalty of 6% in event of non-compliance. iv. Thus, according to learned counsel, the AT failed to appreciate that the claim of the appellant-claimant arises from the GDA and is rooted in constructive liability and therefore, the appellant-claimant is entitled to recover the entire amount from the respondents, rather than a mere proportionate sum, as incorrectly construed in the impugned order. Clause 7.1[a] of the GDA explicitly stipulates that respondent no. 1 [Frontier] extended an unqualified indemnity against any litigation or claims arising out of the subject property. Despite this clear contractual provision, the AT failed to acknowledge that the respondents, having benefited from the GDA, are jointly and constructively liable for the punitive liability imposed by the Supreme Court. v. The conclusion rendered by the AT that only the appellant-claimant and respondent no.1 are liable to pay the sums to the HSIIDC is based on an erroneous interpretation of the GDA, which overlooks joint and constructive liability of the parties. This misinterpretation by the AT Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 20 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV not only absolves other respondents who are equally accountable but also goes against the fundamental tenets of contractual obligations and liability-sharing. vi. Furthermore, according to learned senior counsel, the AT has committed a manifest and apparent error in law by failing to provide any reasoning as to why the principle of joint and constructive liability does not apply to the respondents. This oversight amounts to material perversity, as the arbitrator has disregarded the self-evident facts and evidence. According to them, the facts and evidence would on the face of it, necessitate appropriate directions against respondents no. 1 to 5. vii. It is also submitted that the Supreme Court, in its findings, concluded that only the respondents actively colluded with the State to prevent acquisition and thus, secured development licenses through a quid pro quo arrangement. Recognizing that the respondents had derived windfall gains by circumventing the acquisition process, the Supreme Court imposed the punitive liability of INR 67.36 crores as a penalty upon them. viii. Furthermore, the AT has prematurely adjudicated key issues at the interim stage, effectively exonerating respondents no. 3 to 5 from liability without conducting a full-fledged Trial. The AT has also incorrectly ruled that the liability clauses in the GDA do not apply to respondents no. 3 to 5. This conclusion is flawed, as clear evidence establishes that the term “Frontier” in the GDA encompasses respondents no. 3 to 5 along with respondent no. 2. By not taking into Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 21 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV consideration this crucial aspect, the AT has unduly absolved these respondents of their contractual obligations. ix. Moreover, the reliance of the AT on the Earl GPA to exonerate respondents no. 3 to 5 is misplaced. A private agreement between respondents inter se cannot override the obligations expressly imposed under the GDA. This misapplication has led to an unjust outcome, shielding certain respondents from liability to which they are clearly bound. x. Additionally, the AT has failed to consider the dual capacity of Frontier, which acts both as the landowner of Land A and as the power of attorney-holder of Land B. This oversight is significant, as it establishes that all respondents are bound by the joint liability framework and are collectively responsible under the GDA. xi. Without prejudice to the aforesaid submissions, it was further contended that respondents no. 3 to 5 have themselves admitted liability to the extent of INR 3.55 crores in paragraph 107 of the impugned order. However, despite this clear acknowledgment, the AT, in complete disregard of the own admission of the respondents no. 3 to 5, has exonerated them entirely. xii. By not taking into consideration key aspects and rendering a premature and final determination at the interim order stage, the appellant-claimants submit that they have been deprived of the intended purpose of the entire arbitral proceedings, i.e., an exhaustive and fair assessment of all claims and liabilities. As a result, the arbitration proceedings have been rendered redundant in view of the Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 22 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV fact that the AT has already pre-empted a critical aspect of the dispute. xiii. It is further contended that the AT has acted in a manner which clearly indicates of non-application of mind by, on one hand, acknowledging in paragraph 108 of the impugned award that respondents no. 1 and 2 have sold off their entire inventory, while on the other, failing to grant any interim relief to prevent the dissipation of assets, thereby exposing the appellant to significant financial risks. xiv. Furthermore, in paragraph 112, the AT reasoned that an injunction against the respondents would deprive them of returns from their land, a finding that is factually incorrect given that the respondents have already realized substantial revenues from the sale of their inventory. xv. Thus, the learned counsel for the appellant-claimant concludes his submissions by re-iterating that the approach of the AT suffers from multiple legal and factual errors, including an erroneous interpretation of the GDA, premature adjudication of key issues, failure to grant interim relief, improper exoneration of respondents, and disregard of admitted liability. Moreover, it was contended that the AT has acted beyond its jurisdiction at the Section 17 stage by delving into the substantive merits of the case to such an extent that it has effectively rendered further adjudication redundant. Submissions on Behalf of Respondents No. 1 and 2: 33. The contentions advanced by the learned senior counsel for the appellant-claimants are strongly opposed by Mr. Sandeep Sethi and Mr. Vivek Chib, learned senior counsels appearing for respondents No. 1 and 2. Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 23 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV The broad submissions of respondents No. 1 and 2 are as follows:- i. It is contended at the outset that the scope of interference under Section 37 of is akin to the powers vested in the Court under Section 34 of the AC Act. Unless the grounds specified under Section 34 for setting aside an Arbitral Award are fully satisfied, Courts should refrain from interfering with interim measures granted under Section 17 by the AT. ii. In this context reliance was placed on the decisions in World Window Infrastructure Pvt. Ltd. v. Central Warehousing Corporation2, Sanjay Arora and Anr. v. Rajan Chadha and Ors.3 , Augmont Gold Pvt. Ltd. v. One97 Communication Ltd.4and Dinesh Gupta and Ors. v. Bechu Singh and Anr.5, which reinforce the principle that the scope of consideration in an appeal under Section 37 is identical to the restrictive scope of interference under Section 34. iii. Furthermore, it is submitted that under the guise of seeking interim measures under Section 17, the appellant-claimant is effectively attempting to obtain relief akin to that under Order XXXVIII Rule 5 of the Code of Civil Procedure, 1908 (CPC), without making specific pleadings or fulfilling the essential requirements of the said provision. iv. Both counsels have taken this Court through various clauses of the GDA, the findings of the Supreme Court, and proceedings at different stages. However, a detailed reference to these aspects at this stage 2 2021 SCC OnLine Del 5099 3 2021 SCC OnLine Del 4619 4 2021 SCC OnLine Del 4484 5 2021 SCC OnLine Del 5556 Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 24 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV may not be necessary, as they shall be dealt with at the appropriate juncture. v. With respect to I.A. No. 2/2023 and I.A. No. 3/2023, learned counsel submits that the appellant-claimant sought various ad interim orders of restraint and attachment against the respondents. However, they submit that in Rameshwar-II, there was no direction, to or obligation upon the appellant-claimant to mandatorily pay the said amount. vi. According to them, the Supreme Court expressly clarified that the land on which the Group Housing Project was constructed would stand excluded from the deemed award only if the said amount was deposited by the appellant-claimant. Any omission to make such payment would simply result in the land/project becoming part of the deemed award. Learned senior counsel further rebuts the submission advanced by the appellant-claimant that the deposit was compelled to safeguard third-party homeowners‟ interests in the project. It is contended that this submission is erroneous, as third parties were adequately protected by Rameshwar-I, even if the project were to vest with HSIIDC. vii. Additionally, there was no economic compulsion on the appellant- claimant to deposit the amount, as it had already monetized nearly 100% of the project, with only four residential units, one EWS unit, and one nursery school remaining unsold. The decision to make such payment, therefore, was financially unwise, opposed by respondent no.1, and as such, cannot be claimed to have caused any loss attributable to the respondents. Consequently, there exists no Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 25 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV causation to sustain a claim of indemnity as sought by the appellant- claimant. viii. Therefore, the respondents cannot be called upon to indemnify any expenditure voluntarily incurred by the appellant-claimant without any cogent compulsion. The attempt of the appellant-claimant to recover monies from the respondents under the guise of indemnity is described as malicious, extortionate, and mala fide, aside from having no contractual basis under the GDA. Furthermore, with respect to the contention that the appellant-claimant was kept in the dark regarding the land being subjected to acquisition proceedings under an alleged quid pro quo arrangement, it is submitted that the appellant-claimant was fully aware of the ongoing disputes before the Supreme Court and the Punjab and Haryana High Court at the time it commenced and completed construction of the Godrej Frontier Group Housing Project. Due diligence was conducted before executing the GDA, and no wrongdoing was attributed to the respondents. ix. With respect to I.A. No. 4/2024, the appellant-claimant sought an order of attachment on certain assets already attached by the ED and, in the event of their release from ED attachment, further attachment of the properties mentioned in the application is sought. However, the list of ED attachments indicates that neither title nor possession of these properties belongs to respondent no. 1, as they are owned by third parties who are not part of the arbitral proceedings. Consequently, no order of restraint can be passed against respondent no. 1 with respect to the said properties. Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 26 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV x. It is further contended that the Court has already refused similar reliefs at the stage of Section 9 proceedings. This position was reaffirmed by the AT, which, vide order dated 30.04.2024, denied the impleadment of third parties. Notably, the claimant-appellant had initially opposed the impleadment of third parties but has now taken a contradictory stance in I.A. No. 4/2024. xi. Moreover, they contend that the delayed filing of this application lacks any justifiable explanation, as the facts and documents relied upon were within the knowledge of the appellant-claimant even at the time of filing its Statement of Claim on 21.08.2023, but were not acted upon. This belated attempt to manufacture a cause of action is devoid of merit and ought to be outright rejected. Submissions on Behalf of Respondents No.3 to 5:-

34. Mr. Gagan Gupta, learned senior counsel appearing for respondents no.3 to 5, submits as follows:- i. At the outset, learned senior counsel submits that, as per the various development agreements and the admitted liabilities of the parties, respondents no. 3 to 5 are concerned only with Lot 2, which was originally owned by Balbir Singh and late Ram Pyari. Upon the demise of Ram Pyari, respondents no. 4 and 5, as her legal successors, inherited the land. He contends that the GDA explicitly states at multiple instances that all previous transactions shall be construed as imposing liabilities solely on the appellant-claimant or, at best, on respondents no. 1 and 2, and not on respondents no. 3 to 5. He emphasizes that respondents no. 3 to 5 had already transferred their Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 27 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV valuable land in exchange for only 26 flats within the project and three plots outside it. ii. Elaborating on the entitlement of respondents no. 3 to 5, learned senior counsel submits that they are entitled to only 14% of the owner's share within the 21% share allocated to M/s Earl Infotech. He explains that, based on the final computation, only 26 flats fell into the share of respondents no. 3 to 5, out of which one flat has already been sold, leaving 25 remaining. Despite having contributed 5.175 acres of valuable land to the project, he contends that respondents no. 3 to 5 stand to gain nothing if the interim order continues against them. iii. He further submits that 21% of Rs. 67,36,30,000 amounts to Rs. 14,14,62,300, and 14% of this share equates to Rs. 1,98,04,722. Even assuming, purely for the sake of argument, that the purported liability under Rameshwar-II is imposed, he cannot be restrained from alienating properties beyond his proportionate share. iv. Additionally, he submits that following the final order dated

21.07.2022 passed by the Supreme Court, the appellant-claimant filed Review Petition M.A. No. 50/2019, which was subsequently dismissed on 29.11.2022. In the said review petition, the appellant- claimant had challenged the decision in Rameshwar-II development rights are akin to the transfer of all rights, including title. He further contends that the appellant-claimant itself had construed the direction of the Supreme Court to deposit the amount as a penalty. Given this, he asserts that if this was the understanding of the Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 28 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV appellant-claimant before the Supreme Court, it cannot now take a contradictory stand at a later stage. v. Referring to the provisions of the GDA on the issue of liability, learned senior counsel submits that the appellant-claimant is not entitled to recover any sum from respondents no. 3 to 5, as there exists no express or implied liability on their part under the agreement. He supports this contention by emphasizing that the AT has rightly held that the GDA makes no reference to respondents no. 3 to 5 and that the definitions of “development risk” and “Frontier cost” refer exclusively to Godrej and Frontier. Once the AT has duly appreciated the facts and materials, he argues that the Court, while exercising power under Section 37, cannot overturn the decision merely because another view is possible. In any event, he asserts that, under no interpretation of the GDA, is the appellant-claimant entitled to recover any amount from respondents no. 3 to 5. vi. Expanding on this, he argues that, in lieu of the 5.175-acre land, an earlier development agreement was executed on 24.08.2006 between respondents no. 3 to 5 and M/s Earl Infotech (respondent no. 2). Subsequently, on 11.12.2006, it was agreed that Land A and Land B would be jointly utilized for the construction and development of a housing project. To substantiate his claim, he refers to various clauses respective agreements, demonstrating the entire development risk and cost, including unforeseen payments, were the liabilities of the appellant-claimant and/or respondent no. 2. Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 29 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV vii. He further emphasizes that no specific clause in the GDA imposes liability upon respondents no. 3 to 5 for any unforeseen payments, akin to the payment made by the appellant-claimant. Despite the restraining order dated 19.03.2023 against respondents no. 3 to 5, he highlights that he consented before the AT on 20.06.2023 to first file a Statement of Defense to enable the AT to effectively adjudicate the Section 17 proceedings. Referring to the procedural order dated

20.06.2023, he asserts that the AT, in the impugned order, has comprehensively addressed the issues raised, leaving no scope for any legal infirmity. In fact, he contends that it was the appellant-claimant who insisted on a detailed consideration of the relief sought. viii. Without prejudice to his rights and contentions, learned senior counsel states that at the very inception of the Section 9 proceedings, he made a statement before this Court, recorded in the order dated 20.03.2023 in OMP [COMM] [I] 12/2023, that at most, a restriction could be imposed on dealing with two flats or an amount approximately equivalent to Rs. 2 crore. He, therefore, reiterates that respondents no. 3 to 5 have no connection whatsoever with the Rs. 67 crore liability in question. ix. He further raises concerns regarding the severe consequences of an order of attachment before judgment, contending that such an order would have drastic civil implications. He submits requirements under Order XXXVIII Rule 5 of the CPC have not been met, and such provisions should only be invoked in exceptional circumstances where the party seeking such relief, through cogent Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 30 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV material, establishes a prima facie case that the other party is likely to defeat the decree by disposing of assets or taking evasive actions. However, he argues that no such material has been placed on record by the appellant-claimant to justify such a measure. x. Learned senior counsel also alleges collusion between the appellant- claimant and respondents no. 1 and 2. He submits that in the Section 9 proceedings, respondents no. 6 to 17 were arrayed as third parties who had received flats from the share allocated to respondents no. 1 and 2. However, in the arbitration proceedings, these third parties have not been heard, and the proceedings remain confined to respondents no. 1 to 5. He further points out that when respondents no. 3 to 5 filed an application for the impleadment of third parties who had received properties from respondents no. 1 and 2, the said application was strongly opposed by the appellant-claimant and respondents no. 1 and

2. Rejoinder Submissions On Behalf Of Appellant-Claimant:-

35. In rejoinder, Dr. Abhishek Manu Singhvi, learned senior counsel on behalf of the appellant-claimant, submits as under:- i. Learned senior counsel, while referring to paragraphs no. 37 to 42 of the decision of the Supreme Court in Rameshwar-II, submits that the Court therein has made a conscious distinction between landowners and third-party allottees, and he submits that the same must not be overlooked. ii. He contends that the payment made by the appellant-claimant in question was imposed as a penalty on landowners rather than as a Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 31 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV charge on allottees, as the subterfuge with respect to the land acquisition was attributable solely to the landowners in collusion with the State. He contends that the Rameshwar-II judgment critically examined how landowners derived windfall profits during the suspect period. According to him, the decision elaborated the fraud played on the exchequer and this involved a two-step process, i.e., first, developers acquired lands and entered into collaboration agreements after the issuance of the notification under Section 4 of the Land Acquisition Act, 1894, despite being aware of the intent of the State to acquire the land and second, the application for and grant of development licenses influenced the decision of the State to withdraw the acquisition. iii. In view of the fraud, the Supreme Court in Rameshwar-I cancelled the rescinding of the acquisition process and while doing so, preserved the subject matter of the dispute by passing the order restraining the respondents from creating third-party rights on 13.10.2020. Additionally, this Court issued a similar restraining order on

19.01.2023 in the Section 9 proceedings. Given these facts, he submits that the appellant-claimant has only sought either a bank guarantee of Rs. 67.36 crores or unencumbered flats amounting to the equivalent value and according to him, either of these still falls short of the full sum and subsequent interest paid by the appellant-claimant. iv. Furthermore, learned senior counsel argues that the submissions of the respondents are fallacious. He contends that as per Clause 3 read with Clause 7.1(a)(iii) of the GDA, the appellant-claimant is entitled to Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 32 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV recover all losses, expenses, claims, and damages related to the property. Consequently, the appellant-claimant has a contractual right to recover the entire sum, as recognized in the Rameshwar-II judgment. v. He further submits that the apportionment of liability amongst the respondents is a matter to be adjudicated by the AT at the stage of trail and not at the interim stage. However, until then, the prima facie case for preserving the subject matter is evident, as the appellant- claimant would be left without recourse if the assets stand dissipated. vi. Additionally, he asserts that the respondents have approached the Court with unclean hands. Respondents no. 1 and 2 falsely claimed that allowing the appeal would result in a double penalty since their assets are already under attachment. However, they failed to disclose that they had sought the release of these attached assets based on the appellant-claimants payment of Rs. 67.36 crores. He also submits that the purported third-party purchasers of the flats are none other than the directors and family members of respondent no. 1. The names of these purchasers indicate that the respondents are merely attempting to deceive the Court, and a prima facie piercing of the corporate veil would reveal that no genuine third-party transfers have been executed. Moreover, no sale deed or documentary proof has been produced, apart from oral assertions that third-party rights have been created. This deliberate suppression of material facts, according to him, indicates their mala fide intent towards both the parties and towards the Court. Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 33 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV vii. Further, he submits that respondents no. 1 to 5 have erroneously referenced the review petition filed by the appellant-claimant. The dismissal of the review petition, at best renders the Rameshwar-II judgment final and binding. Rameshwar-II established that the payment was imposed as a punitive liability and is recoverable from the respondents. viii. Moreover, he contends that the test under Order XXXVIII Rule 5 CPC is satisfied, warranting attachment before judgment. The necessary ingredients of Order XXXVIII Rule 5 have been specifically pleaded. The Supreme Court has already passed an order restraining respondents from creating third-party rights. Additionally, respondents no. 1 and 2 have admitted to selling their units, and their remaining assets are already under attachment by the ED. The impugned order itself affirms their prima facie liability. To substantiate his contention, learned senior counsel has placed reliance on the decision in the case of Essar House Private Limited Vs. Arcellor Mittal Nippon Steel India Limited6. Relying on this decision, he submits that in event a strong prima facie case is made out and the balance of convenience is in favour of granting the interim relief, technical grounds such as the absence of specific averments seeking attachment under Order XXXVIII Rule 5 of the CPC should not be the basis for not granting the interim relief, which also encompasses the attachment of property before judgment. 6 2022 SCC OnLine SC 1219 Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 34 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV ix. Lastly, he submits that the present appeal satisfies the test of patent illegality and perversity of impugned order, warranting interference under Section 37 of the AC Act. The impugned order contradicts the Rameshwar-II judgment, which imposed liability upon the respondents due to their collusive dealings during the suspect period. Despite this, the AT incorrectly held that no liability could be imposed on respondents no. 3 to 5. Furthermore, despite recording that respondents no. 1 and 2 had sold all their units and that their remaining assets were under attachment by the ED, no interim relief was granted to secure the liability. x. In light of the above, learned senior counsel reiterates that the Rameshwar-II judgment unequivocally mandates the payment of Rs.

67.36 crores as a punitive liability, not merely discretionary. Analysis 36. I have heard learned counsels for the parties and perused the record. From the extensive submissions advanced on both maintainability and merits, as well as upon careful examination of the record, the following issues emerge for adjudication:- i. The permissible scope of judicial interference under Section 37 of the AC Act, when interim measures are denied by the AT. ii. Whether, in the facts and circumstances of the present case, the appellant-claimant has made out a case for the grant of interim relief, including the preservation of subject matter and security for the claimed amount on the touchstone of principle of prima facie case, balance of convenience and irreparable loss. Signature Not Verified Digitally Signed By:PRIYA Signing Date:05.04.2025 15:46:17 35 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV Delineating The Scope of Interference Under Section 37 of the AC Act 37. Upon a perusal of Section 37 of the AC Act, under which the instant appeal has been filed, it is seen that the scope of the appeal under the aforesaid provision is highly circumscribed, and is analogous to the contours of the jurisdiction exercisable under Section 34 of the Act. The Supreme Court, in C & C Constructions Ltd. v. IRCON International Ltd7, elaborated on this aspect by placing reliance on a catena of decisions including Larsen Air Conditioning and Refrigeration Company v. Union of India8. In the said decision, the Court emphasized on the jurisdiction of the Court under Section 34 of the AC Act is extremely circumscribed, permitting interference with an arbitral award only on grounds of patent illegality, holding that the “illegality must go to the root of the matter and not be of a trivial nature”. It further held that while a Tribunal “must decide in accordance with the terms of the contract, but if an arbitrator construes a term of the contract in a reasonable manner, it will not mean that the award can be set aside on this ground”. Another valid ground for interference is the denial of natural justice. 38. However, in an appeal under Section 37, given the appeal is filed only against “interim measure”, the scope of review by the Appellate Court is further confined beyond the contours of the limited scope of appeal under Section 34. Elaborating further on this aspect, the Supreme Court in Konkan Railway Corporation Limited v. Chenab Bridge Project Undertaking9, reiterated that an Appellate Court reviewing a decision under Section 37