OWH SE i.L v. F"O"otion, )aObOO, Katiningrad Region, Katiningrad City, UL. Oktiabrskaya

ORDER This Erecution [)etition (EP) is filed lbr enforcement ol Foreign Awards dated 25.09.1024 and 29.08.2025 passed by the London Court ol lnternational Arbitration in favour of the petitioner and against Respondent No.l(Rl)/Rusal and RTI Limited. The issue was contested belore the Arbitrators and Arvards rvere issued by a Panel of three (3) Arbitrators. On 28.07.2025. R I 's challenge to the Foreign Awards on rnerits was disrnissed by thc English Courts aud thercfore, according to thc pctitioner, the Au ards have attained finality. Since the Awards were issuecl under the r.\erv York Convention, the petitioner claims to have filed lor their enforcerrent in ll .jurisdictions r," here assets of the Award Debtor or entities controlled bv the Award Debtor werc located and this Execution Petition is fi led against R l/Award Debtor and the entities controlled by and holding assets of the Award Debtor. The petit ioner/Award Holder has specifically pleaded that: a Rl. R2 and R3 are a single economic entity, i.e., Respondent No 2 R2) & Respondent No.3 (R3) are 10096 wholls, 6yt71s5l sttbsidiarie.s und are alter egos of Rl and Rlto R3 operate as a single econoniic entitv, though thev dre separote legal entities ond R I control.s tlrc usscts und afairs of R3 and R2. EXEP.No. I of2026 3 b. Rl, R2 and R3 have diverted assets of Award Debtor deliberately to frustrale enlbrcement of the Awards by dissipating Rl 's assets in R2 and R3 to put it out of the petitioner's reach.

2. On filing of this EXEP, the office had taken an objection with regard to the maintainability of the Execution Petition against respondents No.2 and 3 as they are not parties to the Awards. After hearing the partics at length and after considering the judicial precedents on the issue, vide orders dated 26.02.2026, this Court has ovem-rled the office objection and thereafter, the Execution Petition was numbered and again placed before the Bench.

3. On 03.03.2026, the Execution Petition was taken up for admission and leamed Senior Counsel, Sri K. Vivek Reddy, was heard on behalf of the petitioner and learned Senior Counsel trom Delhi Sri K.K.Sharma, who submitted that he has instructions to appear on behalf of respondent No.2, was also heard provisionally though he did not have relevant papers served on him at that point of time. This court had issued notice to the respondents and this court was also inclined to direct respondent No.2 not to transfer its strares in Pioneer Aluminium Industries Limited l ) IlXIlP.No lof 2026 4 to thc extent of 26yo ol total shares of the said company as stated by the petitioner in his affidavit till the next date of hearing.

4. The said interim order is now contested and leamed counsel appearing for respondents No.l to 3, who come on record through their vakalats, have contested about the rnaintainability ol the Execution Petition itself'on the ground ol jurisdiction. It is subnritted that without adjudicating the issue ol'jurisdiction, thc interirn order ought not to have been passed. The matter u,as represented virtually by some of the counsel and thcrelole the ntatter u,as adjoumed to 16.04.2026 for hearing of all thc parties extensively on the issue ofjurisdiction

5. On 16.O4.2026, the parties have advanced their arguments extensively on the point ol .jurisdiction to entertain the applications under Sections 47 and 49 ol the Arbitration and Conciliation Act, 1996 and atso as to whethcr respondents No.2 and 3 are necessary and proper parties to thc Execut.ion Petition. 'fhis Couft has reserved the issue of jurisdiction fbr orders and all the parties have filed their written arguments in support of their oral submissions made during the course of hearing

6. Contentions of learned counsel for the petitioncr: a EXEP.No.l ol'2026 5 Learrred counsel lor the petitioner submitted that under Section 46 of the Arbitration and Conciliation Act. 1996, beyond Award Debtor, the third parties are also covered. In suppon ofthis contention, he placed reliance upon the decision of the Hon'ble Supreme Court in the case of Gemini Bay Transcription Private Limited Vs. Integrated Sales Service Limited and anotherr, wherein it was held that Section 46 uses the word 'persons' (and not 'parties'), enabling enforcement against non-signatories including third pafties. It is submiued that Section 47 being procedural in nature does no1 go to the extent of requiring substantive evidence to 'prove' that a non-signatory to an arbitration agreement can be bound by a foreign award. He referred to the observation of the Hon'ble Supreme Court in the case of Gemini Bay Transcription Private Limited Vs, Integrated Sales Service Limited and another (l supra) to this extent. He also relied upon the decision of the Bombay High Court in the case of Imax Corporation Vs. E-City Entertainment (I) Pvt. Ltd. and others2, wherein the Award Holder filed for execution of foreign awards and related third party companies of Award Debtor were arrayed as parties and the third parties objected to 1 '\zozzy r scc zsl ' 2025. BUC-OS,21042,DB : Comnrerciat Arbirrarion Appeal (CARBA) (L) No.j826? of2024 dared 05.0 r .2016 EXEP.No.lof2026 6 their irnplcadrnent stating that they were neithcr parties to the arbitral agreement nor the arbitral proceedings and therefore, they are not liable to satisfy the Al,,,ard rnd the lcarned Single .ludge of the Bombay High Coun has refused third party irnpleadrnent and on appeal, the Division Bench reverscd the Single Judge's order and held that there was nothing wrong with the iurplcadnrent of third parlies in the EP. It was hcld that the test lbr lifting ol'the corporate vcil is satisfied as the corporate structure of the rcspondents \vas being rnisused to escape liability. The Division Bench also reld that the llon'ble Supreme Court's decision in the case of Cox & Kings Ltd. Vs. SAP India (P) Ltd.r would not appty as thc Au,ard l)ehtor is proceeding against assets of R1 which have been diverted bi, R2 and R 1 and that execution is perrnissible against the third parlics qua tlre assets of the Award Debtor, which u,ere diverted to the thircl part1, cornpanics, to escape liability under the Award. He lurther subrn itted that Scction 60 ol CPC expressly permits execution against third-partl,assets over rvhich the Arvard Debtor has a 'disposing power' and the question rvhcther Rl has 'disposing power' over R2's assets is a question to bc detemined by this Court in execution. He relied upon the ' (201.1) 4 s('(' I =r+A*d EXEP.No.l of2026 7 fotlowing judgments of other High Courts as well, wherein impleadment of third parties lor enforcement ol loreign award has been upheld. (l)Bhatia lndustries & [nfrastructure Limited (BIIL) Vs. Asian Natural Resources (India) Ltd. And anothera (2) Delhi Airport Metro Express Vs. t)elhi Metro Rails (3)Asian Natural Resourccs (I) Ltd. Vs. Vitol 5.A.6 (4) Formosa Plastic Corporation Vs. Ashok ChauhanT He also submitted that when the petitioner approached the Court at Qatar for enforcement of the Awards, the Qatar Court has recognized the shareholding of Rl in R3 and of R3 in R2 and has passed protective orders and the Qatar Court has injuncted against any lurther change in shareholding in R2 and R2 was restrained from translerring its shares in subsidiaries As regards the jurisdiction of this Court to entertain the Execution Petition against the shares held by R2 in Pioneer Aluminium Industries ' po t;; zo t CompCas 46 'Neutral Citation Number: 2023:DHC: 1902 6 2015 SCC Online llom 4009 ' foea 1ro1 olr e r u \ : 4..--i,*ri EXEP-No.I of2026 8 Lirnited, the learned counsel lor the petitioner submitted that Rl owns and controls assets in I)ioneer Aluminium lndustries Limited through R2 and that It3 is 100% holding company of R2 and Rl is 100% holding company of R3 and since thc assets ol Pioneer Aluminium Industries Limited are in the Sti)tc of Andhra l)radesh, lndia, but its shareholders registcr is in Hyderabad and therefore, this Court has jurisdiction to enterlain this petitiorr. F{e also rel'erred to the Board resolution of Pionccr Alunriniurn Industrics l-imited filed before the l{egistrar of Companics rvhich cotrllrrns that its books of account including the sharc regrstc r are kept at its Head Offlce in Hyderabad. Therefore, he submitted that this Coun h as .jurisdiction to entertain this petition

7. Contentions oflearned counsel for respondent No.l: Learned Senior Counsel appearing for respondent No. I submitted that respondent No. I is domiciled in Russia with no assetsr'bus iness/opera t ions in Telangana or India and that the alleged 260% sharcs in Pionecr Alurninium Industries Limited is owned bv R2 and not by R I and lurther that the petition is not maintainable against R2 in view' ol'Section 18( lXb) of the Arbitration and Concitiation Act. !)46. lle placed reliuce upon a decision of the Bombay High Court in ! .:::l;'g EXEP.No.l of2026 9 the case of Mitsui OSK Lines Ltd. Vs. Orient Shop Agency Pvt. Ltd'E in support of his contention that enforcement of a foreign award is confined to the parties to the award, and that bare assertions of fraud, absent specific and cogent evidence, are insulficient to extend the enforcement process to reach entities with no assets within the jurisdiction. He denied the contentions of the petitioner that R2 and R3 are alter egos of RI and that they are single economic entity and subrnitted that the petitioner's attempt is only to manufacture a jurisdictional nexus where none lawfully exists. He submitted that jurisdiction cannot be created by vague averment of common control and alter ego and he referred to the Arbitral Awards to submit that there was no part of the Arbitral Awards which relates to R2 or R3. He also referred to the admissions made by the petitioner in EP at Para 208 that Rusal, i.e., Rl has sufficient means and financial capacity to pay the amount of Arbitral Awards and placed reliance upon a decision of Bombay High Court in the case ol Ningbo Aux Imp & Exp Co. Ltd. Vs. Amstrad Consumer India Pvt. Ltd' and anothere, wherein it was hetd that in circumstances where it is estabtished that the Award Debtor 8 Chamber Sunrmons No. I 57 of 20 l9 in Execution ApPlica(ion No.E09 ol-2014 decided on O7 .02.2020 o 2025 SCC OnLinc llorn 2625 I a ',i "':gH EXFIP.No lol1026 l0 has sLrfllcient funds, means and net wofth to satis$/ the Arbitral Award, no interim relicf mav be granted against its subsidiary. He further submitted that [)ioneel AluminiLrm Industries Limited's registered office ls ln Visakhapatnarr. Andhra Pradesh and the shares/register of mernbers are in the derrat/c lectronic form and therefore, mere presence of corporate office and place of keeping books does not confer jurisdiction in IIyderabad as thc registercd oFfice and the plant/unit is in Visakhapatnarn. Anrlhra Pradesh. Further, it is submitted that the Award De btor is R I i.c.. Rusal and not R2 or R3 and further that the shares of Rl is in Pioneer Alurninium Industries t-imited are not the assets of Rusal/Award l)ebtor. He hrrther submitted that restructuring of sharcholdinq structule was due to imposition of sanctions by US, UK, EU and Australia against Russia leading to operational challenges and disruption and that incorporation of R2 and investment discussions predate the first au,ard, i.e., Scptember, 2024 and, the decision lor invcstrnent in China and India for alumina supply was much prior to the Arbitral Ar,,ards. Therelore. the contention of the petitioner that there was an attempt to divert thc lunds to escape enforcement of Arbitral Awards is incorrect He subrnitted that unless lraud or impropriety of R.r..dt is proved, corpolate veil cannot be pierced. According to the EXEP.No. t of2026 leamed Senior Counset, the filing of the petition in India before this Court is nothing but abuse of process and fbrum shopping which should not be allowed by the Court. [t is further submitted that though respondent No.2 is domiciled in Qatar and the petitioner has filed an application in Qatar, the petitioner has not sought any relief against sale/transfer of shares ol Pioneer Aluminium Industries Limited belore Qatar Court and no justification or explanation is given therefor. lt is submitted that since Qatar Court has already observed that respondent No. I has sufficient means for satisfaction of the Awards, the additional Indian enlorcement action by the petitioner creates risk of double recovery and unjust enrichment. He further submitted that enforcement of the Arbitral Awards implicates geopolitical and sanctions-related considerations, particularly in the context ol the German regulator's action against VTB Bank (Russia) SE/OWH. [t is submitted that the petitioner is not the actual lender and the actual lender was a Russian bank which was taken over by a hostile Getman regulator due to enmity with Russia and to support Ukraine and as a result, enforcing the Arbitral Awards will give effect to the legal consequences of such unilateral coercive measures and foreign sanctions implementation \ch will cont'lict with tndia's neutral stancc and interest with Russia UXEP.No. I of 2026 t2 Therefore, he prayeci that the Execution Petition be dismissed as not maintainable iu vicri of Section 48(2) of the Arbitration and Conciliation Act, I 996

8. Contcntions of learned counsel for res Dondent No.2: I-earned Senior'(-ounsel appearing lor R2 submitted that R2 is not a party to thc ISDA agreement and also to arbitral proceedings or the Arbitral Au'arcls and thcrcfore. the execution petition against R2 is not main ta inab le, As regards the shares ol'Pioneer Alurninium Industries Limited, it is submitted that tl'rc said sharcs are legally owned by and registered in the name ol ltl and rlor in rhe namc ol Rl, i.e., Rusal. He placed reliance r.rpon Ordcr 2l Rule 47 of CPC which prescribes that attachment is permrssible onl1, o[ property belongs to the judgment debtor. He placed rcliancc uporl a decision of the Dethi High Court in the case of VK Uppal Vs. Akshay lnternational Pvt. Ltd.r0 to submit that a decree against one company cannot be executed against another entity's assets and a share register's location cannot be transform third- party propert! into judgurent debtor property. Therefore, according to 'o Er App. No -: t6 l()09. Dclhi C EXEP.NO. I of 2026 l-l the leamed Senior Counsel, impteading R2 is impermissible in law both under CPC as well as Arbitration and Conciliation Act. He placed reliance upon a decision of the Hon'ble Supreme court in the case of Fuerst Day Lawson Ltd. Vs. Jindal Exports Ltd'rr, wherein it was held that the Court must first determine enlorceability under Sections 47 -49 before taking effective steps lor execution. Without prejudice to his arguments that Arbitral Awards cannot be enforced against a third party, he submitted that even iI the enforceability ol Arbitral Awards against third party is pemrissible, it is only in cases where assets ol Award Debtor have been dissipated to the third party in such a manner that it has no means to satisly the award. It is submitted that as per the petitioner's admissions alone, respondent No. I has sulficient means and assets to satis$ the Arbitral Awards and therefore, this EXEP against R2 is not maintainable. He submitted that the petitioner's statements are both misplaced and misleading and also that its reliance on the decision of the Hon'ble Suprerne Courl in the case of Gemini Bay Transcription Private Limited Vs. Integrated Sales Serryice Limited and another (l supra) is misplaced in order to obtain interim orders in this case even though therc was no jurisdiction of this Courr. He also i " (hor) o scc r;o DXEP.No. t of2026 l4 placed reliance upon a decision of Bombay High Court in the case of Imax CorporationVs. E-City Entertainment (I) Pvt' Ltd' (2 supra)' It is submitted tl.rat in r.hc said case, there was evidence of diversion of assets to subsidiaries in a ntanner where the award debtor was left with insufficient funds to satisly thc Award contrary to the submissions of the petitioner in this case that R t has sulficient means to satisff the Arbitral Awards and therefore. the said decision would not be applicable to this case. It is further subrnittcd that the petitioner has falsely stated that it has filed applications in f .iurisdictions and therefore, it is compelled to come to India against the shares owned by R2. tt is submitted that there are substantial orders bv Qatar and Cyprus Couns and that the petitioner has not sought enforccment of Arbitral Awards in Qatar, but is seeking injunction against trans ti: r/damages lor change ol shareholding and has secured more than adequate amount of security. According to him, it is a clear case ol over securitization and excessive Iitigation to cause wrongful loss and reputational damagc to the respondents' He placed reliance upon a decision of the Hon'ble Supreme Court in the case of Balwant Rai Saluja and another Vs. Air tndia Limited and othersr2 and in the case of Cox & Kings Ltd. Vs. SAP [ndia (P) Ltd. (3 supra) '' (q0 r,r) s scc ror EXEP.No. I of 2026 l5 to submit that a company is in taw a different person from its promoters, directors, shareholders and employees and therefore, the principle of separate legal personality equalty applies to corporate groups; and therefore, piercing the corporate veil should be applied restrictively and only where the subsidiary was a mere camouflage to avoid liability. He submitted that there are no such circumstances prevailing in the present matter.

9. Contentions of learned counsel fo r respondent No.3: Learned Senior Counsel appearing for respondent No.3 also has taken similar objection as R2 that it was not a party to the Arbitration agreement and arbitral proceedings and therefore, the Arbitral Awards are not enforceable against it. He placed reliance upon a decision of the Bombay High Court in the case of Ningbo Aux lmp & Exp Co. Ltd. Vs. Amstrad Consumer lndia Pvt. Ltd. and another (9 supra) and also Mitsui OSK Lines Ltd. Vs. Orient Shop Agency Pvt. Ltd. (8 supra) in support ol this contention. It is submitted that respondent No.3 is incorporated in Russia and has no place ofbusiness or assets in India andJno oart of anv cause of action has arisen in India. It is submitted that \ it also does not own any shares in Pioneer Aluminium Industries i :.:; # € EXIIP-No.l of 2026 l8 Award Holder can proceed wherever the assets ol the Award Debtor are located and that the temitorial jurisdiction is detcrmined by the location of the assets ol the Award Debtor and not the location of Award Debtor. In support of his contentions, he placed reliance upon the lollowing 3 decisions (i) Taqa India Power Vs. NCC Infrastructure Holdings Ltd'tl (ii) Sundaram Finance Limited Vs. Abdul Samad and anotherla (iii) Brace Transport Corpn. Vs. Orient Middle Eastrs Find ings of this Court:-

12. I{aving regard to the rival contentions and the rnaterial on record. this court finds that the preliminary objection with rcgard to jurisdiction has to be decided having regard to the following issues' (i) The parties to the arbitration; (ii) Whether R2 and R3 are alter egos olRl; and l '' 202.1 sCC onLinc Dcl 72()7 'o 120 t8y I scc 6zt '' (f.19:; supp (2) SCC 280 EXEP.No. i of2026 l9 (iii) If yes, whether the registered olfice or the olfice where the shareholders' register of the company whose assets are in India is kept, decides the j urisdiction of the Court.

13. With regard to the first issue, there is no dispute that the arbitration is between the petitioner and RI and the arbitration has been conducted in terms of New York Convention on enforcement of International Arbitrat Awards. [n temrs ol the said Convention, the Arbitral Awards can be enlorced whcre the parties have any presence or have any assets. The petitioner claims that Rl is the holding company of R3 which in tum is the holding company ol R2 and R2 is having assets in Pioneer Aluminium Industries Limited which has its registered office tn Andhra Pradesh, but has kept its registrar of shareholders in Hyderabad. The issue of altcr egos and whether group companies can be made parties to Execution Petition lor enforcement of Arbitral Awards has been considered by the Hon'ble Supreme Court in the case of Gemini Bay Transcription Privatc Limited Vs. Integrated Sales Service Limited and anothcr (l supra). Thc Hon'ble Supreme Court has considered whether 'alter ego' doctrine can be considered for \ a EX[P No. I of2026 20 piercing thc corporatc veil and al para 43 and thereafter at para 73, has held as under

43. Oiven lhc.;a paramelers, let us exanine urgumcnt.s of the uppellunts tttsofur o.s ,\cction J8(l)(a) is concerncd [[ reud literalll,. Sactktn -18( l)(a) spcuks only ol purtics to lhe agreenent being under some inca1xtcit1,, or thc agreentenl being invulid under the lov to which 1rurtic.s hat't, sub.ieclcd it There can be no doubt that a non-pelv lo lhe trKreemenl olleging that il cannol be bourul by on a,'vard nrude under xtrclt ugre e ncnl, i.s t.ttttside the lrleral Lonstruction ol Section 18( l)(o) .llso. il musl ruti be /brgotten that wherea.s Sectiotl 1.1 spcuks of'cut urbitrul atrtrd or drlcrences behteen "person.s", Seclktn 18(l)(u) refers only to the parties" to lhe agreement re.fcrrcd lo in Se t'tion 1!kt). Thu:. rtt ittcludt non-partie.s to lhe agreemenl by inlrolucing tha word l)ar\on vould run contrat)' to thc expre.ss language of Secliott 18(l)(e). vhen r,'utl \rith Section J{. AIso. tt must tlot be Jbrgo cn thur lhc.se grontds cannot ltc exponsively interpr(ted as has heen held ahoyc. 'l he gxtuntls arc in lhamselves speciJic, and only speak of incapacity of' parlics attLl the agreemenl being invalid under lhe law to y,hich thc ptrlics hatc sublectcd it. To attempt to hring non-pdrties *ithin this ground is to try and /it u squore peg in a round hole.

73. Shri Salve urgued relying upon three judgttrcnts of thts Oourt. namels', lnLlowind Energy Lld. v. ll/escare (lndia) Ltd. findou ind [inerp5, Ltd y tte.,ture (tndiu) Ltd.. (20t0) 5 scc 306 (2010) 2 sc('(ch) l9tJ . Chlu'o (-onrrols (lndia) (P) l.td. v. &verrr 'h'cnt llatu l'ttri./it'tttion Inc [('hloro Control.s (India) (P) Ltd. y.,\evcrn frcnt Walar l)urificutrun lnt t2()l.lt L\(-C 6.ll : (20lit I S('C (:ir) 6119l _('hcrun EXEP.No. I o12026 2t Properties Ltd. v. Kasturi & Sons Ltd. [Cheran Properties Ltd. v- Kusturi & Sons Ltd., (2018) 16 SCC 113 (20191 I SCC (Civ) 4861 that a compurison hefween Sections 35 and 16 ol thc Arbitrotion Act, 1996 would show that the legislature cratrnscribed the power of the enforcing. court under Section 46 lo persons v'ho are bound by a foreign awurd as opposed to persons which would include "persons claiming under lhem" and that, therefore, a foreign award v,ould be binding on parlies alone and rutl on others. Firsl and Joremost, Section 46 does not speak of "parlies" at all, but of "persons" v,ho may, there.fore, be non-s ignutt,t'ics to the arbitration agreement. Also. Section J5 of the Act speaks o.[ "persons" in the context of an arbitral uward being-final and binding on lhe "purties" and "persons clainung under tham", respeclively. Section 35 would, therefore, refer to only persons cluinting under parties und is, therefore, more reslriclive in ils opplicalion lhan Seclion 16 thich speaks of "persons" wilhout ony rastriction Quile apart from this, another importonl conundrum arises.from tha Dit,isbn Bench iudgntent Untegrated Sales Services Ltd. v. Arun Dev, 20l7 SCC OnLine Bom I I in lhe present case. The Division Bench jLulgmenl Ilntegroled Sales Services Ltd. v. Arun Dev, 2017 SCC OnLine Bom ll npplied Delovure law to satisfy itself that such low hud indced heen .t'oLlowed n upply the aller ego doctrine corrcctly, as o resull ol which lhe foreign au'urd would have to be upheld We w'ish to indittttc that this approach is completely erroneous. First and foremosl, Section 48 does nol contain any ground for resisting enforcement of a foreign award based upon the foreign award being contrary to the substunlive law agreed to hy the parlies dnd rvhich it is lo appty in reaching its conclusion. As a mauer of fact, whether lhe award is correct in law (applying Delaware Law), would be relevanl if at oll such av'ard u'ere lo be sel aside in the Stute in which it was made and that too if such law pernitted interference on lhe ground that the arbitral award hud it.fractetl lhe substunlive lav, ol the agreement. As has been Pointed oul hereinabola, the arbitral auurd in \ \ EXEP.No.l ol1016 22 thi.s case \u\ not chdllenged in thc ,ltate of,\lissouri. LIence, lhe Division Bcnch's -forLry into Ihi.s line of rcusoning is vholly incorrect. "

14. l]uflher in the case ol Imax Corporation Vs. E-City Entcrtainment (l) Pvt. Ltd. and others (2 supra),'in paras 22, 3 I , 248, 269 to )l I and i li. it was held as under: " 22. In udtlitnn lo E-( il.v, agoitlst u,hom the three .foreign tt\'ttu'ds lerc tliractetl. the IM.4.Y also inpleaded the 2"d. 3'd und 4't' Rc.spondenr; u.\ l.'ortie\ to lhis Crtmmercial Arbitration Petitbn ,Yo.4ll ,t/ 2018. L\1,4.Y tontanded that a rolled-up Petition ur a consolidated Pttitron stt,krrtg recosnition ttntl enforcement qfforeign arbitral av,ards tu: n(ritttttirubl,,. con.sidering the lau, laid down in Governruenl of lnrlio V/s. l'edutta Ltd. [(2020) l0 SCC ]1.

31. Dungre. J's order neatly .formulates lssues/Pomt.s for lctcrminat ttt U) to lG) and answers them in thefollo\ing lern6. - Issuc No. A: - that the common Petition /iled by rhc IMA)' seeking linforcement/L,xecut ion of the foreign au,ards wos ntainloinahle und could ht enlertained. Issuc No- B: - lhat undcr seclion 48 of the said ./|ct. tt v,as inrytt'rmissiblc.[or the Court to undertake a revrcw on thc mcril.\ of tha fitrc ign awards. Issues No. C: - thot IM,LY's Enforcement/Execulion Petition was burrcd b.y lintitution, gitten the law laid d.own in Vedonta Ltd (supru ). lssuc No. D: - thet the naster ogreement violated the provisions ttl I' l'..llA, untl there y,us a breoch of the .foir hearing ltrincipla EXEP.No I of2026 23 because the Foreign Arbitral Tribunal did not consider the unchallenged leslimony oJ one ol E-City s witnesses. Therefore, enforcemenl of the foreign awards would be contrary lo the public policy of India as protided under Section t8(2)(b) of the said Act. Issue No. E: - that I M.LY was not ..ompetent to raise uny challenge lo the demerger schemes in ils Enforcement/Encut ion Petition. Issue No. F: - that the impleadment of 2nd, 3rd and 4th Respondents was unyrarrqnted and based on lhe assumption thal E-City's assets u,ere improperly diverted to or through them. Issue No. G:- that on the ground of I\.LA-{ Ltd merging into IMAX Corporation in January 2002, neither could the invocation of lhe arbitralion clause by IMAX Lld be regarded as in'alid under the Laws of Singapore nor could this be a gr<tund to interJbre with the foreign arbitral awards by invoking Section 18(l)(a) or (d) of the said Act, as this would amount to a review on merits. 248, Mr Seervai and Mr Jagtiani submiued lhat the 2nd, 3rd and 4th Respondents were neilher parties lo the arbilral agreement nor to lhe arbitral proceedings They submi ed that making the 2nd to 4th Respondents liable to satisfy the foreign awards lo which they were nol even parties, and consequently were not given uny opportunity to put forth their version, would amount to the grossest breach of the principles of natural justice andfair play. 269, In the present cdse, the incorporation of the 2nd and |rd Companies may be proper or even lhe Schemes oJ'Arrungement may have been got sanctioned by complying with the prescribed Legal formalities, stiLl, Ihe fact lhat such Scheme-s were intendecl Io tlitert ) -s.= EXEP.No. I oi2026 24 properlie.t dtld ossets 0[ E-CiD) (lst Respondent) v)orth Rs 2l0 crores lo the 2nd and 3rd Resporulents ComPanies so lhat such properties and asscts ttoultl he imnunised fi'om execulion in the pending arbitral proceedings in v,hich a liability award had already been made cannot be ignored. Strch dive.sting. therefitre. was inproper in the sense lhal the same xtJ.fered.fiom an impropriety as distinct from an illegality.

270. The impropriety was linked to lhe use of the Company's struclure Io uvoid thc liabiLity v'hich had arisen and, in any ewnt, was most imminenl. 7'he torporate slructure, in lhe present case, was utilised o.s a "shunt" or t 't'ogade" only to render lhe execution of any arbitral uv'ard b.y [lt lA,Y conrylicated, d not impossible. By using the corporote tlet'ice. lhe Reslxtrulents Nos. I to 4 brought about a situ(ltion in which thc propertie.\' and as.;ct.s of E-Cit,v (lst Respondent) would conlinue to be untrolled hv th,: ,lth Raspondenl. lhe holding Company. At the same time. such propcrtics und assets would be immune from execution of liahilities inpose d bt, the fbreign awards.

271. Tha efore. bl, applying the principles in Balwant Rai Saluja und Anr. (.\upra) to the.[acts of thi.s matter, a case is made out for lifting of the corporate t'eil und holding that the 2nd and 3rd Respondents were tmpleaded correctly us pdrties lo the enforcement/execution proceedings, and furlher erecution could be levied against the properties and ossets of L,-Oity (lst Respondent) improperly diverted or divested in favour of the 2nd and 3rd Re.spondents. 3 l -1. I;or all llrc above reasons, we conclude that lhere was nothing v,rong in inpleading the 2nd lo 4th Respondents in IMAX's Petition. Besidas, execulion can be levied against those of E-City's (lsl Respondent'.t) propertics and assets lhat were diverted to the 2nd and 3rd Respondtnt.\ Ji)r \ulis.faction of the Jbrcign awards. However, such exccutiot? con hc onlr qua the diverted properties and assets presently EXEP.No lof2026 25 held by the 2nd and 3rd Respondents. and not against the 2 nd and 3rd Re s ponde nl s inde pe nde nt ly. "

15. The Hon'ble Supreme Court in the case of Bahvant Rai Saluja and another Vs. Air India Limited and others (12 supra) at paras 70, 7 I and 7 4 has held as under: "70. The doctrine of "piercing the corporate veil" slands as an exception lo the principle that a company is a legal entitt separale and distinct from its shareholders with ils own legal rights and obligations. lt seeks to disregard the separale personality of the company and altribute the acts of the company lo those who are allegedly in direct control o.f its operalion. The starting point of this doctrine was discussed in lhe celebrated cose of Salomonv. Salomon & Co. Ltd. |897 AC 2l .. (lxq5- 99) All ER Rep 33 (LIL)l Lord Halsbury LC, negoting the applicabilit.y, of this doctrine to the facts of the case, stated that; (AC pp. 30 & 3l) '' [a companyJ must be lreated like any other independent person u,ith its righrs and liabilities flegallyl appropriate to itselJ' ... whcttever may have been the ideas or schemes of those who brought it into existence. " Most of the cases subsequenl to Sdlomon cqse [1897 AC 22 . (1895-99) All ER Rep 33 (HL)I , attributed the doctrine of piercing the veil to the fact thal the company was a "sham" or a "faqode". However, there y,as yet to be any clarily on applicability of the said doctrine.

71. In recent times, the law has been crystallised around the six principles formulated by Munby, J. inBen Hashemv. AIi Shayif [Ben llashem v. Ali Shayif, 2008 EI,VHC 2380 (Fam)l . The six principlcs. as found ut paras 159-64 ofthe cuse are as follows; ) \ . '.:a EXEP No. I of 2016 26 fi) Ownet ship and control of o compary were nol enough to.itrstifi, piercing, the corprn ate veil: (ii) Tha t:ourt cannol pierce the corporate veil, even in the ab.sencc ol'thirtl-party inleresls in the tompany, merely because il is thrrught to be nccessar\, in the interests ofjustice; (iii) Thc L'()rporotc t,cil can be pierced only if there is i'ome impropr ia!\ (iv1 Thc intpropriet.\) in question must be linked to lhe use oJ' the compunl ttruclure to uvttid or conceal liability: (v) To iu.stift' piexing the corporale veil, there must be hoth control tl llrc unnpuny b), the v'rongdoer(s) and imprlprietl, lhal is Lrsc u.rnisuse oJ the company by them as a devite or .iacadc lo conceal lheir wrongdoing; and (t,i.) Thc compatl nny be a ".[agade" e'ten though it was not originall.l: rlcorpor(tteLl v'ith an), deceptive intent, provided thut it is heing used for tfu purpose of deception at the time of the rela\'onl trans(rctrotts. 'l'he courl vould, hov'ever, pierce the cot lorate veil onl.y so Jar as it v,as necessary in order to provide o rr:medy.for thc particular wrong which those controLling the compuny had tlonc.

74. Thu.s, on rcll,ing upon lhe aforesaid decisions, the doctrine of piercing the t,eil allovts lhe courl to disregard the separate legal personalill of a conpany and impose liability upon the persons exercising reul conlrol over the said compuny. However, this principle has heen ond sh()uld he applied in a restrictive manner, that is, only in .scenarios trherein it iv et'ident lhal lhe company was a mere camouJlage or .shant dtliberatell' oeated by lhe persons exercising control over the suid compun.y'.for thc [)urpose of atoiding liuhility. The intent of piercing lhc vcil nrust be such thal woultl see k to ramedy a rrong done by the EXEP.No. I of 2026 27 persons controlling the company. The applicalion would thus depend upon lhe peculiar lacts and circumstances of each case. "

16. In the decisions relied upon by the learned Senior Counsel for the respondents, i.e., Fuerst Day Lawson Ltd. Vs. Jindal Exports Ltd. (l I supra), the Hon'ble Supreme Court has hetd that under the new Arbitration Act of 1996, the foreign award is already stamped as the decree and in one proceeding, there may be different stages and in the first stage, the Court may have to decide about the enforceability ol the award having regard to the requirement of the said provisions and once the Court decides that the foreign award is enforceable, it can proceed to take furlher elfective steps for execution of the same and there arises no question of making foreign award a rule of .court/decree again. Therefore, this Court has to decide about the jurisdiction of this Court initially and if it is satisfied about the jurisdiction, then only the execution petition can be proceeded with.

17. [n the case of Cox & Kings Ltd. Vs. SAP India (P) Ltd. (3 supra), the Hon'ble Supreme Court has summarised its conclusions in para 165 to hotd that the definition of "parties" under Section 2(lXh) read with Section 7 of the Arbitration Act includes both the signatory as well as non-signatory parties and that the principle of 'alter ego' or ) ) lE i EXEP.No.l of2026 28 'piercing the corporatc veil' cannot be the basis for the application of the group ol companies doctrine. However, this Court finds that the judgrnent in the case of Cox & Kings Ltd. Vs. SAP India (P) Ltd. (3 supra) was to determine the validity of the group of companies doctrine in the jurisprudence of Indian Arbitration and the doctrine provides that the arbitration agreement r.vhich is entered into by a company within the group of companics, may bind non-signatory affiliates if the circumstances are such as to demonstrate the mutual intention of the parties to bind both signatories and the non-signatories. The Five Judge Bench was called upor-r to considcl rvhether there can be reconciliation between the group of companics doctrine and well settled legal principles of corporate law and contract law. This Court finds that the said judgment was not in respect ol enforcement of foreign arbitral awards and therefbre, the said decision is not applicable to the facts of the case before this Court

18. From the above judgrnents, it is clear that third parties also can be made parlies to the enforcement of Arbitral Awards provided 1t rs proved that the funds/shares/assets have been translerred in order to avoid enforcemcnt ol'the Arbitral Tribunal Awards. Thus, in order to verifu whether R2 and Ri are alter egos ol R 1, it is necessary to pierce EXEP.No.I o12026 29 the corporate veil to find out whether the companies have been fonned/created for diversion of the assets of Rl only or whether the assets of Rl have been diverted to R3 and in tum to R2 to evade the enlorcement of arbitral proceedings has to be seen.

19. Therefore, it is now to be seen whether there is any intention and whether there is any attempt to divert or transfer assets/shares of respondent No. l company to respondent No.3 and in tum to respondent No.2 which in tum has invested in Pioneer Aluminium Industries Limited. It is noticed that respondent No. I is a company incorporated in Zersey and loreign award was passed on 25.09.2024 and the addendum to the first award was passed on 12.11.2024 and the second award was passed on 29.08.2025 and the addendum to it was passed on 0 I . 10.2025. Respondent No.2 company was incorporated on 22.12.2022, much before the first Arbitral Award and respondent No.3 company was incorporated on 06. I1.2025 and the significant share holders of R2 is R3, i.e., the International Limited Liabitity Company Gershvin. The ownership and shareholding of these companies is not disputed by the respondents. It is noticed that Pioneer Aluminium Industries Limited is having registered oft'ice at APIIC Industrial Park, Rachapalli Village, Makavarapalem, Andhra Pradesh, whereas the address at which its \ EXEP.No. I of2026 30 books ofaccount are to be maintained and details of the police station at u,hose jurisdiction the placc of the address at which the books ol account are to be rnaintained falls u'ithin the .iurisdiction of Telangana The detaits as to wllen the investments have been made in Pioneer Aluminium Industries Limited are not evident lrom the records. It is not denied by respondent No.2 that it owns 26%o shares in Pioneer Aluminiurn Industrics Liniited. Therefore, this Court is of the prima /acie opinion that the Execution Petition is rnaintainable against all the three respondents

20. As regards the territorial jurisdiction of this Court, this Court finds that the petitioner has chosen the territorial jurisdiction on the ground that share holders rcgister of Pioneer Aluminium Industries Limited is kept in Hyderabad though its registered office is in Andhra Pradesh. Under the Company Law, thc jurisdiction of the Court is where the registered office of a company is and therefore, following the said logic, the jurisdiction would have to be High Court of Andhra Pradesh at Amaravati. Even if the contention of the petitioner that the petitioner is not seeking any direction against Pioneer Alurninium Industries Limited is taken into consideration, the petitioner is seeking injunction against the shares of R2 in Pioneer Alurninilrm lndustries Limited and R2 is n EXEP.No. I of 2026 3l registered tn Qatar and the petitioner has already invoked the jurisdiction ol Courts in Qatar lor enforcement ol the Arbitral Awards, but has not chosen to seek injunction against transfer ofshares ofR2 in Pioneer Aluminium [ndustries Limited for the reasons best known to it. Situs ol the assets, i.e., shares in Pioneer Aluminium lndustries Limited lies in Qatar. Therefore, this Court is of the opinion that the jurisdiction under Sections 47 and 48 of the Arbitration and Conciliation Act, 1996 does not lie with this Court and in such circumstances, the Execution Petition is liable to be dismissed

21. Accordingly, EXEP No. I ol 2026 is dismissed. No order as to costs. The interim order granted on 03.03.2026 and extended from time to time shall stand vacated

22. Pending miscellaneous petitions, if any, in this Execution Petition shall stand closed

23. Upon pronouncement of the order, Sri Siva Kumar Vakkalanka, leamed counsel for the petitioner, appearing virtually, prayed for suspension of the operation of this order lor a period of four (04) weeks to enable the petitioner to prelel an appeal EXEP.No. t of 2026 a\ 32

24. Considering the said submission, the operation ol this order shall remain in abeyance lor a period ol lour (04) rveeks, i.e., tlll 02.06.2026. /iTRUE COPY// SDL K.SRINIVASA RAO JOINT REGISTRAR 6 SECTION OFFICER To,

1. One CC to Sri B sriram reddy, Advocate [OPUC] 2. One CC to Sri N M Anand Mohan Murthy, Advocate [OPUC] 3. One CC to Sri Vimal Varma Vasi Reddy, Advocate [OPUC] 4. Two CD CoPies M. ADK/KA { HIGH COURT DATED: 0510512026 ORDER EXEP.No.1 of 2026 1$: , 'AIE t J o 1 4 \{A\ 2t2i U* gspntc a- c)I t. DISMISSING THE EXEP WITHOUT COSTS * iX