Madras High Court
Eros International Media Ltd vs 4 Reels Entertainment Pvt. Ltd
Author: N.Anand Venkatesh
Bench: N.Anand Venkatesh
2025:MHC:2477
2025:MHC:2477
O.A.Nos.997 & 998 of 2025
& Arb.A.No.1374 of 2025
In the High Court of Judicature at Madras
Reserved on Delivered on :
24.10.2025 30.10.2025
Coram :
The Honourable Mr.Justice N.ANAND VENKATESH
Original Application Nos.997 & 998 of 2025 &
Arbitration Application No.1374 of 2025
Eros International Media Ltd.
rep.by its Authorized
Representative Mr.Akshay
Narayanrao Atkulwar ...Applicant in
all the Applns.
Vs
1.14 Reels Entertainment Pvt. Ltd.,
Jubilee Hills, Hyderabad
2.14 Reels Plus LLP, Hyderabad,
Telangana-500104. ...Respondents in
all the Applns.
APPLICATIONS under Section 9(1)(d) of the Arbitration and
Conciliation Act, 1996 praying for
(i) an order of interim injunction restraining the respondents or
any of their officers, agents, servants, assigns, successors-in-interest
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O.A.Nos.997 & 998 of 2025
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and any of their related parties, associate companies, subsidiaries,
affiliates or any person acting on their behalf or in concert with them
from creating any third-party rights, encumbrances or alienating any
assets related to the movie titled Akhanda II including but not limited
to theatrical rights, digital rights, satellite rights, music rights and
overseas distribution rights until the 1st respondent makes full and
complete payment of the arbitral award amount of INR 27,70,97,298/-
(Indian National Rupees Twenty Seven Crores Seventy Lakhs Ninety
Seven Thousand Two Hundred Ninety Eight Only) along with interest at
the rate of 14% per annum from the date of the award dated 23rd
July, 2019 till the date of actual payment to the applicant (O.A.No.997
of 2025);
(ii) an order of interim injunction restraining the respondents or
any of their officers, agents, servants, assigns, successors-in-interest
and any of their related parties, associate companies, subsidiaries,
affiliates or any person acting on their behalf or in concert with them
from releasing, distributing, exhibiting, broadcasting, streaming or
commercially exploiting the movie titled as Akhanda II in any manner
whatsoever, whether in theatres, digital platforms, television or any
other medium until the 1st respondent makes full and complete
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payment of the arbitral award amount of INR 27,70,97,298/- (Indian
National Rupees Twenty Seven Crores Seventy Lakhs Ninety Seven
Thousand Two Hundred Ninety Eight Only) along with interest at the
rate of 14% percent per annum from the date of the award dated 23rd
July, 2019 till the date of actual payment to the applicant (O.A.No.998
of 2025); and
(iii) a direction to the 2nd Respondent to deposit all amounts
received by them through exploitation of the movie Akhanda II
including but not limited to amounts received from theatrical
exploitation and distribution in commercial motion picture theatres or
digital platforms, before this Court and a direction to the respondents
to secure the applicant by depositing an amount of INR 27,70,97,298/-
(Indian National Rupees Twenty Seven Crores Seventy Lakhs Ninety
Seven Thousand Two Hundred Ninety Eight Only), which is outstanding
amount liable to be paid by the first respondent as per the Arbitral
Award dated 23rd July, 2019 before this Court (Arb.A.No.1374 of
2025).
For Applicant
in all the Applns. : Mr.Nithyaesh Natraj for
Mr.Vaibhav R.Venkatesh &
Mr.Akash Srinanda
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O.A.Nos.997 & 998 of 2025
& Arb.A.No.1374 of 2025
For R1
in all the Applns. : Mr.M.S.Krishnan, SC for
Mr.Keerthikiran Murali &
Mr.Ashwin Shanbhag
For R2
in all the Applns. : Mr.Vijay Narayan, SC for
Mr.P.Giridharan &
Mr.Sidharth Rao
COMMON ORDER
O.A.No.997 of 2025 has been filed by the applicant under Section 9 of the Arbitration and Conciliation Act, 1996 (for brevity, the Act) seeking for an order of interim injunction restraining the respondents from creating any third party rights with respect to the movie titled as Akanda II till the entire payment covered under the award is settled to the applicant.
2. O.A.No.998 of 2025 has also been filed by the applicant seeking for an order of interim injunction restraining the respondents from commercially exploiting the movie titled as Akanda II in any manner whatsoever until the first respondent makes the entire payment granted under the arbitral award dated 23.7.2019. In the other application, a consequential relief has been sought for.
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3. Heard both.
4. The case of the applicant is as follows :
(i) There was a dispute between the applicant and the first respondent and an arbitral award dated 23.7.2019 came to be passed in the following terms :
"118. In the result, this Award is passed directing the Respondent to pay the Claimant a sum of Rs. 11,22,95,217/- (Rupees Eleven Crores Twenty Two Lakhs Ninety Five Thousand Two Hundred and Seventeen only) as the outstanding principal amount along with contracted interest at the rate of 14% per annum till 29.03.2017, with further interest at the rate of 14% per annum from 29.03.2017 till this date (i.e.) the date of passing of this Award (viz.) 23.07.2019 and for the post Award period, it is directed that the Claimant will be entitled for interest calculated at the prevailing bank rate of interest (Le..) as on 23.07.2019. The Respondent is further directed to handover all the title documents with respect to the film 'Dookudu' as prayed for in Paragraph 27 (a) of the Claim Statement. The Respondent is also directed to comply with the requirements as contained in Clauses 6 and 8 of the Agreement cum 5/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 Undertaking dated 17.10.2015-Ex.C-16 up till the payment to be made as directed in this Award. There will be an Order of injunction operating against the Respondent from transferring, alienating, licensing, exploiting or deal with the film 'Dookudu' and the forthcoming films as per the terms contained in Clauses 6 and 8 of the Agreement cum Undertaking dated 17.10.2015- Ex.C-16 up till the payment to be made as directed in this Award. Parties to bear their respective costs. The Award is thus passed in this reference at Chennai on this the 23rd day of July 2019."
(ii) The above award was put to challenge by the first respondent under Section 34 of the Act by filing O.P.No.298 of 2020 and the same came to be dismissed by this Court vide order dated 04.9.2020. It was further confirmed on appeal filed under Section 37 of the Act by a Division Bench of this Court in O.S.A.No.223 of 2020 vide judgment dated 25.1.2021. The special leave petition in S.L.P.(Civil) No.4982 of 2021 came to be dismissed by the Hon'ble Apex Court vide order dated 06.8.2021. Thus, the award dated 23.7.2019 attained finality.
(iii) Thereafter, when the applicant issued a notice dated 26.8.2025 calling upon the first respondent and its directors to comply with the award by paying the award amount along with interest, there 6/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 was no response to the said notice. In the meantime, the first respondent, with a view to defeat the rights of the applicant, started functioning through the second respondent entity, which was run by the immediate family members of the directors of the first respondent.
A film titled as Akanda II was slated for theatrical release and the first respondent is attempting to project as if this movie is going to be released by the second respondent, which is a different entity and thereby the respondents were jointly attempting to defeat the rights of the applicant in recovering the amount under the award. It is under these circumstances, the above applications came to be filed before this Court seeking for interim protection under Section 9 of the Act.
5. The first respondent filed a common counter affidavit wherein they took a stand that the applicant has not taken any steps to execute the award, that if the applicant has already filed an application for execution before the concerned jurisdictional Court at Hyderabad, they can only seek relief in that Court and that the above applications are not maintainable.
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6. The second respondent also filed a common counter affidavit, in which, they took the following stand :
(i) They raised a preliminary objection on the maintainability of these applications on the ground that the subject matter of the award was between the applicant and the first respondent, that the second respondent was not even a party to the proceedings, that there was no contractual obligation for the second respondent to the applicant and that in view of the same, the applicant cannot prevent the second respondent from releasing the movie titled as Akanda II.
(ii) The above applications are not maintainable since the award has already become enforceable in the year 2021 and till date, the applicant has not taken any effective steps to execute the award. If any interim order of injunction is granted by this Court against the second respondent, they will be put to irreparable loss and hardship and they are dependent upon the income derived from the theatrical release of the movie and this is sought to be prevented by the applicant. Ultimately, the second respondent sought for dismissal of these applications.8/40
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7. The learned counsel appearing on behalf of the applicant submitted as follows :
(a) The award has become final and till date, not even a single pie has been paid by the first respondent. The execution petition has already been filed before the concerned jurisdictional Court at Hyderabad. In the meantime, the first respondent, which is under the complete control of the second respondent and the second respondent, which is none other than the alter ego of the first respondent, were attempting to release the movie in total contravention of the award, which was passed by the learned Arbitrator and which had become final.
(b) If the interim protection is not granted by this Court till the award is put to execution, the applicant will be put to irreparable loss and hardship.
(c) In order to substantiate his submissions, the learned counsel appearing on behalf of the applicant relied upon (1) the judgment of the Hon'ble Apex Court in Cheran Properties Ltd. Vs. Kasturi & Sons Ltd. [reported in 2018 (16) SCC 413];9/40
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8. Per contra, the learned Senior Counsel appearing on behalf of the first respondent made the following submissions :
The award has become final even in the year 2021 when the special leave petition was dismissed by the Hon'ble Apex Court.
Thereafter, the applicant ought to have taken steps to file an execution petition in line with Section 36 of the Act. In the affidavits filed in support of the applications, there is a vague mention about filing of the execution petition without providing any details. Hence, if the execution petition has already been filed before the concerned jurisdictional Court, the applicant cannot parallelly prosecute the applications under Section 9 of the Act.10/40
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9. The learned Senior Counsel appearing on behalf of the second respondent submitted as follows :
(a) The second respondent is an independent entity and the award passed against the first respondent will not, in any manner, bind the second respondent. The applications filed under Section 9 of the Act post award should not be normally entertained against a third party to the proceedings. If, according to the applicant, the second respondent is the alter ego of the first respondent, it has to be established only by way of evidence and it cannot be decided in the applications filed under Section 9 of the Act.
(b) Lifting of corporate veil is a drastic measure, which cannot be resorted to in a casual manner and in any case, to undertake such an exercise, evidence must be available before this Court. The same cannot be determined based on the materials that have been placed by the applicant. Just because one of the sons of the director of the first respondent company, is a director in the second respondent company, that, by itself, will not raise a presumption that the second respondent is the alter ego of the first respondent company.
(c) In order to substantiate his submissions, he relied upon the following 11/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 (1) decision of a learned Single Judge of the Delhi High Court in Balmer Lawrie & Company Ltd. Vs. Saraswathi Chemicals Proprietors Saraswathi Leather Chemicals (P) Ltd. [reported in 2017 SCC OnLine Delhi 7519];
(2) decision of a learned Single Judge of the Bombay High Court in Saravana Prasad Vs. Endemol India (P) Ltd. [reported in 2025 SCC OnLine SC 2565];
(3) decision of another learned Single
Judge of the Delhi High Court in NHAI Vs.
M/s.IRB Ahmedabad Vadodara Super
Express Tollways (P) Ltd. [O.M.P.(I)
(COMM). No.174 of 2024 dated
18.10.2024];
(4) decision of the First Bench of this
Court in Gopuram Enterprises Ltd. Vs.
Integrated Finance Company Ltd.
[reported in 2021 SCC OnLine Madras
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16559];
(5) decision of a learned Single Judge of this Court in M/s.HDB Financial Services Ltd. rep.by its authorised signatory Mr.P.Saravanan Vs. Suresh Ganesan [O.A. Nos.349 to 351 and 356 of 2025 dated 04.6.2025]; and (6) decision of the same learned Single Judge of this Court in LSS Ocean Transport DMCC Vs. K.I. (International) Ltd.
[Arbitration O.P.(Com.Div.) No.195 of 2022 dated 16.10.2023].
10. This Court has carefully considered the submissions of the learned counsel on either side and perused the materials available on record and more particularly the impugned award.
11. A preliminary objection has been raised on the side of the respondents on the maintainability of these applications filed under Section 9 of the Act. Hence, this Court has to necessarily deal with the 13/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 same even at the outset.
12. It is not in controversy that the award dated 23.7.2019 passed by the learned Arbitrator has become final by virtue of the dismissal of the special leave petition by the Hon'ble Apex Court on 06.8.2021.
13. In the affidavits filed in support of these applications, at paragraph 31, the applicant stated that they filed an execution petition against the first respondent before the City Civil Court, Hyderabad and that the same is yet to be numbered. But, the applicant has not provided any details as to when the execution petition was filed and its status.
14. In view of the above, this Court asked the learned counsel appearing on behalf of the applicant as to when the execution petition was filed by the applicant.
15. In turn, the learned counsel appearing on behalf of the applicant submitted that the execution petition was filed on 04.9.2025.
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16. This Court also posed a specific question to the learned counsel appearing on behalf of the applicant as to why no steps were taken to execute the award dated 23.7.2019 for the past four years, for which, it was submitted on the side of the applicant that various steps were taken to recover the amount from the first respondent through discussions, that since the same did not work out, the notice dated 26.8.2025 came to be issued calling upon the first respondent and its directors to comply with the award, that thereafter, the execution petition was filed on 04.9.2025, that it came to light that the first respondent is attempting to release the movie under the banner of the second respondent in order to get over the award passed against the first respondent and that therefore, the above applications have been filed seeking for interim protection.
17. The primordial question that arises for consideration is regarding the scope of the applications filed under Section 9 of the Act post award.
18. The plain language used in Section 9 of the Act makes it clear that an application can be filed for interim measure before or 15/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 during the arbitral proceedings or at any time after making of the arbitral award, but before it is enforced in accordance with Section 36 of the Act.
19. The First Bench of this Court in Gopuram Enterprises Ltd., dealt with the scope of Section 9 of the Act post award. The relevant portions are extracted as hereunder :
"5. In short, notwithstanding the Act of 1996 being a complete code and governing everything pertaining to arbitration, once an arbitral award, in full or part, becomes enforceable, the enforcement of such award or part of the award has to be in accordance with the Code. In a manner of speaking, the matter as to the enforcement of an award slips out of the purview of the Act of 1996 and falls within the domain of the Code for it to be exclusively governed by the Code thereupon.
6. Though such aspect of the matter may not be relevant in the present context, but for the completeness of the discussion on the aspect, it must not be lost sight of that the word “Court” in the relevant expression in Section 36(1) of the Act is preceded by the definite article. That would necessarily imply that the Court before which execution of an arbitral award is sought must have 16/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 been capable to entertain a suit between the parties in respect of the subject-matter of the arbitral reference. The choice of the definite article instead of the indefinite, necessitates such construction and excludes any other.
7. However wide the powers conferred on a Court under Section 9 of the Act may be seen to be, such powers may not extend to issuing orders for discovering the assets of an award debtor. Order XXI of the Code, that provides for execution, carries the necessary provisions for such purpose and Section 9 of the Act cannot be enlarged to incorporate the wide authority that an executing Court has to aid the award-holder, who metamorphoses as a decree-holder by the legal fiction contained in Section 36(1) of the Act, to seek or obtain orders of such nature or of arrest or detention of the award-debtor or the sequestration of its assets and properties.
8. The quality of orders that can be passed under Section 9 of the Act are substantially different from the quality of orders that may be passed in course of execution. While the emphasis in Section 9 is to the subject-matter of the arbitration and may even, charitably, be seen to cover the subject-matter of the award; orders in the nature of discovering assets of the deemed judgment-debtor or requiring him to file an 17/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 affidavit of assets and the like may not be seen within the ambit of the authority available under Section 9 of the Act of 1996.
9. The Act of 1996 covers all things pertaining to arbitration and operates between the commencement of the arbitral proceedings within the meaning of Section 21 of the Act of 1996 and the conclusion of all matters pertaining to the arbitration before Section 36 of the Act kicks in, so to say, and renders the award enforceable."
20. In the decision in Gopuram Enterprises Ltd., the First Bench of this Court held that once the arbitral award becomes enforceable, the enforcement of such award has to be in accordance with the Civil Procedure Code (CPC), that the Act will cover all things pertaining to arbitration and operates between the commencement of the arbitral proceedings within the meaning of Section 21 of the Act and that its operation concludes once it reaches the stage of Section 36.
21. That stage has reached once the award ripens for implementation and at that stage, an application under Section 9 of the Act cannot be maintained.
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22. The said judgment of the First Bench of this Court was taken note of by a learned Single Judge of this Court in the decision in M/s.HDB Financial Services Ltd., wherein it was held that post award, the application for interim measures must be regarded as some thing in aid of the award by way of its enforcement, that the doors of the Court will be open to an award holder only till such time the award becomes enforceable, that in that case, the applicant knocked the doors of this Court after a lapse of more than 1 1/2 to 4 years, that therefore, the learned Single Judge held that the award has already become enforceable and that the application under Section 9 of the Act could not be entertained and was not maintainable.
23. A similar issue came up for consideration before me in Arbitration A.No.374 of 2025 and considering the divergent views expressed by two Benches of this Court, on 01.9.2025, I referred the matter to the Full Bench by framing the following questions for consideration :
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24. A learned Single Judge of the Delhi High Court, in Balmer Lawrie & Company Ltd., had an occasion to consider the scope of an application filed under Section 9 of the Act post award against a person, which was not a party to the arbitration agreement. The relevant portions read thus :
"12. In view of the above, the only question that needs to be addressed in the present petition is whether this Court can lift the corporate veil while enforcing the arbitral award and whether the necessary grounds for doing so have been established?
13. In the first instance, it is doubtful whether this Court could enforce the arbitral award against non parties to the arbitration agreement. It 20/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 is trite law that an arbitral tribunal draws its jurisdiction from the agreement between the parties and persons who are not party to the arbitration agreement cannot be proceeded against by an arbitral tribunal. Thus, an arbitral award made by an arbitral tribunal against any person who is not a party to the arbitration agreement would be wholly without jurisdiction and unenforceable. There may be exceptional cases where a court may compel persons who are not signatories to an arbitration agreement to arbitrate provided it is established that the non- signatory(ies) are either claiming through signatory(ies) or there was clear intention to be bound as parties (see: Chloro Controls India Private Limited v. Severn Trent Water Purification Inc & Others: (2013) 1 SCC 641). However an arbitrator cannot lift the corporate veil and proceed against non parties. An arbitration is consensual. It is based on the agreement between parties. The arbitrator derives his jurisdiction to adjudicate disputes from the consent of parties, therefore, he is not in a position to enlarge the scope of his influence and extend his jurisdiction to non-parties by exercise of his limited jurisdiction based on the consent of parties.
14. Though a court can lift the corporate veil, the same can be done only in extraordinary 21/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 circumstances and by due adjudicatory process. It is trite law that an executing court cannot go behind the decree; it must be enforced as it is. Thus, it is not open for a petitioner to claim that although the decree is against one entity it must be enforced against another. However, there may be cases where it is found that the assets of the judgement debtor have been secreted, siphoned off, or by a fraudulent device ostensibly placed outside the control of the judgement debtor, in an endeavour to frustrate the enforcement of the decree. In such cases, the court is not powerless to extend its reach to third parties to enforce the decree; however this is limited for recovering the assets of the judgement debtor. In the event a corporate facade is used to perpetuate such fraud, the corporate veil may be lifted.
15. In the present case, none of the grounds for lifting the corporate veil are established. The DH has not made out a case of egregious fraud; the same has been neither been pleaded nor established. Thus, there is no occasion for this Court to examine the question of lifting the corporate veil. The statement that the Mundhra family members have been conducting the affairs of the JD company is no ground for piercing the corporate veil. The decision of the Bench of this Court in V. K. Uppal v. M/s Akshay International 22/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 Pvt. Ltd. [2010 SCC OnLine Del 538] is also of no assistance to the petitioner. On the contrary, in that case, this Court had observed that 'This court as the executing court cannot execute the decree against anyone other than the judgement debtor or against the assets/properties of anyone other than the judgement debtor. The identity of a Director or a shareholder is distinct from that of the company'."
25. It is also relevant to take note of the decision of the Bombay High Court in Saravana Prasad wherein the learned Single Judge was dealing with a one person company (OPC), which was given an individual identity under the Companies Act, 2013. It was held that even in that scenario, the Court has to keep in mind the hallowed principle in the case of Saloman Vs. Saloman [reported in 1987 A.C. 22] wherein it was held that a company has an independent identity and that principle was applied for the OPC and it was further held that such identity would virtually ring fence the assets of the individual from exposure to liability arising out of the conduct of business by the OPC formed by them.
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26. It is also relevant to take note of the decision of the Delhi High Court in M/s.IRB Ahmedabad Vadodara Super Express Tollways (P) Ltd., wherein another learned Single Judge was dealing with a post award petition filed under Section 9 of the Act. The relevant portions are extracted as hereunder :
"27. Are the pre-requisites of a post-award Section 9 petition, seeking deposit of the allegedly awarded amount, satisfied?
27.1 Section 9 of the 1996 act, as the provision itself says, can be invoked before, during, or after, arbitration. The considerations which apply in each case are, however, distinct and different. We need not concern ourselves with the necessary ingredients to maintain a successful claim under Section 9 before commencement of arbitral proceedings, or during the arbitration, as we are dealing, here, with a post-award Section 9 claim, seeking a direction for deposit.
27.2 Once an arbitral award is rendered, the successful claimant/counter-claimant in the arbitration is, classically, required to proceed for execution of the award, in terms of Section 3615 of the 1996 Act, for reaping its fruits. If, therefore, an arbitral award directs one party to pay a particular amount to the other, the second party, ordinarily, has to proceed for execution of the 24/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 award, to obtain the awarded amount. In execution proceedings, the executing Court is duly empowered to direct deposit, by the judgment/award debtor, of the awarded amount.
27.3 Section 9 cannot, quite obviously, be regarded as a shortcut to avoid Section 36. In fact, it is not often that one encounters a postaward Section 9 petition. Orders of deposit of the awarded amount are generally passed by the executing court, which is activated by the award holder under Section 36, or by the Court in which the unsuccessful award debtor challenges the award under Section 34.
27.4 Quite obviously, therefore, a direction for deposit of the awarded amount, under Section 9, is not routinely to be passed. It is plain that the mere fact that an amount stands awarded, irrespective of the magnitude of the amount, cannot constitute the basis for the award holder to seek, from the Court, a direction to the award debtor to deposit the awarded amount. Such orders, if passed, have to be reserved for rare and exceptional cases, in which deposit of the awarded amount is absolutely imperative to protect the interests of the award holder.
27.5 In the present case, NHAI has, in the present petition, merely urged the “stakes involved” and “the financial condition and conduct 25/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 of the respondent”, as the justification for directing IRB to deposit the allegedly awarded amount. It is submitted, in Ground C in the petition, that the inaction, on the part of IRB, in paying the amount of ? 1586,25,75,403/– to NHAI from 2019 onwards “raises questions on the financial position of” IRB.
In Ground D, it is pleaded that NHAI is “apprehensive of the financial condition of the respondent” and desires “to safeguard its interests until the execution of the award”. Emphasis is once again placed, in Ground E, on “the stakes involved” and NHAI “being apprehensive of the financial condition of the respondent”. In Ground G, it is further averred that no injury would occur to IRB if interim relief (by way of deposit) is granted in favour of NHAI, whereas, if the said relief is not granted, “grave injury will be caused to the petitioner”.
27.6 It has to be seen whether these averments and assertions – for there are no other – suffice for the Court to direct deposit, by IRB, of the allegedly awarded amount of ?
1586,25,75,403/– even before NHAI proceeds for execution.
27.7 NHAI has placed reliance, in Ground E, on the judgment of the Supreme Court in Hindustan Construction Co Ltd v UOI [2020 17 SCC 324] specifically citing the following paras 26/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 from the said decision:
'35. This also finds support from the language of Section 9 of the Arbitration Act, 1996, which specifically enables a party to apply to a court for reliefs” …after the making of the arbitration award but before it is enforced in accordance with Section 36. The decisions in National Aluminium Co. Ltd. v. Pressteel & Fabrications (P) Ltd16 and Fiza Developers & Inter-Trade (P) Ltd. v. AMCI (India) (P) Ltd (supra) overlook this statutory position. These words in Section 9 have not undergone any change by reason of the 2015 or 2019 Amendment Acts.
36. Interpreting Section 9 of the Arbitration Act, 1996, a Division Bench of the Bombay High Court in Dirk (India) (P) Ltd. v. Maharashtra State Power Generation Co. Ltd (supra), held that:
“13. … The second facet of Section 9 is the proximate nexus between the orders that are sought and the arbitral proceedings. When an interim measure of protection is sought before or during arbitral proceedings, such a measure is a step in aid to the fruition of the arbitral proceedings. When sought after an arbitral award is made but before it is enforced, the measure of protection is intended to safeguard the fruit of the proceedings until the eventual enforcement of the award. Here again the measure of protection is a 27/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 step in aid of enforcement. It is intended to ensure that enforcement of the award results in a realisable claim and that the award is not rendered illusory by dealings that would put the subject of the award beyond the pale of enforcement.'
37. This being the legislative intent, the observation in NALCO that once a Section 34 application is filed, “there is no discretion left with the Court to pass any interlocutory order in regard to the said award…” flies in the face of the opening words of Section 9 of the Arbitration Act, 1996, extracted above.' In Hindustan Construction Co, the Supreme Court was examining the correctness of its earlier decision in NALCO, to the effect that, once an arbitral award had been rendered, no scope was left for the Court to pass any interlocutory orders. The Supreme Court held that, inasmuch as Section 9 was statutorily available even post-award, protective orders under the said Section could be passed even after the arbitral award had been rendered. It was, however, clarified – and this is of some importance – that, in order for such protective directions to be issued, there had, in the first instance, “a realisable claim” emerging from the arbitral award and, in the second instance, a possibility of the award being “rendered illusory by dealings that would put the subject of the award 28/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 beyond the pale of enforcement”. These, according to para 13 of the judgment of the High Court of Bombay in Dirk, quoted with approval in Hindustan Construction, constitute the raison d’ etre for providing for protective measures being available, to secure the awarded amount, even before action for enforcement is initiated.
27.8 Before, therefore, condescending to the request of the award holder for a direction to the opposite party to secure the awarded amount by deposit, the Court has to be satisfied that the award results in a realisable claim for the said amount, in favour of the award holder, and that it is necessary to pass protective orders of security as, else, there is a possibility of the award being rendered illusory by dealings which would put it beyond the pale of enforcement. Quite clearly, Hindustan Construction does not envisage, in every case where there is a money award in favour of one party, a direction by the Court to the other party to deposit the said award by way of security, in proceedings under Section 9.
27.9 It must be realised, in this context, that, while dealing with the post-award Section 9 petition, the Court does not examine the merits of the award, or entertain any challenge thereto. The merits of the award would fall for consideration either in a Section 34 challenge by the award 29/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 debtor or, to a very limited extent, in execution proceedings, if and when launched by the award holder – subject, of course, to the well settled principle that the executing court cannot travel behind the award. Inasmuch as, in a post-award Section 9 petition, the opposite party has no opportunity to contest the correctness of the award, the Court has to be doubly sure that the two considerations which require satisfaction before any protective order under Section 9 can be passed, as elucidated in Dirk and approved in Hindustan Construction, are satisfied. Not only, therefore, must there be an enforceable and realisable award, in favour of the Section 9 petitioner, for the amount that the petitioner seeks to secure, but there must also exist a real and alive likelihood of the award being rendered illusory or unenforceable, were protective measures, as sought, not granted. Non-insistence on rigorous adherence to, and compliance with, these standards, would render Section 9 a means to short-circuit both Section 34 and Section 36 of the 1996 Act. That, according to me, is not what the legislature intended when it provided for Section 9 being available even at the post-award stage.
27.10 It is also necessary to note, in this context, that, prior to 2015, the very filing of a 30/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 challenge to an arbitral award, under Section 34 of the 1996 Act, resulted in ipso facto stay of operation of the award. This position was remedied in 2015, by providing, in Section 36(2)17 , that the mere filing of a challenge to the order under Section 34 would not automatically result in stay of the award, and that the Section 34 challenger would have to make out a case for stay, which would be examined by the Court as envisaged by Section 36(3)18. This amendment is significant, insofar as the entitlement, of the award holder, to protective relief by way of security of the awarded amount, is concerned. Earlier, if the opposite party, i.e. the unsuccessful litigant before the arbitral tribunal, challenged the award under Section 34, the execution of the the award automatically got stayed. This could, therefore, postpone, indefinitely, the enforcement of the award, during which period the award debtor would have every chance to create a situation in which the awarded amount would become unrealisable; for example, by removing all its assets from the jurisdiction of Indian courts. In such circumstances, the necessity of securing the awarded amount, so that, pending adjudication of the Section 34 challenge, the award was not rendered illusory by the award debtor, acquires prominence.
31/40https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 27.11 With the amendment of the 1996 Act in 2015, however, that danger stands obviated, to a large extent. Even if the award was challenged by the award debtor under Section 34, there is no automatic stay of the award. It nonetheless remains enforceable in law, unless a stay is granted by the Court under Section 36(3). To an extent, therefore, this reduces the urgency of passing protective post award Section 9 orders, securing the awarded amount. Even in the pre- amendment regime, a learned Single Judge of the High Court of Bombay observed, in Afcons Infrastructure Ltd v Board of Trustees of Port of Mumbai [2013 SCC OnLine Bombay 1946], that “the parameters under Section 9 are only for preservation of the subject matter of the arbitration agreement or securing the amount in dispute and not for execution of the award pending the objections against the award”. That position, in my opinion, continues to hold, even post the amendment of the 1996 Act in 2015. 27.12 G.S. Patel J, sitting singly in the High Court of Bombay held thus, with respect to the principles which would apply while considering an application for post-award security under Section 9 of the 1996 Act, in Felguera Gruas India Pvt Ltd v Tuticorin Coal Terminal Pvt Ltd [2019 SCC OnLine Bombay 9851] :
32/40https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 “The principles, therefore, would be those that guide the discretion of a Court of equity when presented with an application for a temporary injunction and an interlocutory order under Order 39 of the CPC. These are the very principles that must apply today to a consideration of the relief that Mr. Andhyarujina seeks in terms of prayer clause (b)(iii). The principles are well established by now and required no great elaboration. They may be stated simply. The applicant must first make out a sufficiently strong prima facie case.
The balance of convenience must be demonstrated to be with the petitioner or applicant and there must be at least some demonstration of a likelihood of irreparable injury or prejudice should reliefs be refused.” (Emphasis supplied) Power Mech Projects v Sepco Electric Power Construction Corporation [2020 SCC OnLine Del 2049] was a case in which a learned Single Judge of this Court in fact directed the entire awarded amount to be deposited by the award debtor. That, however, was a case in which the issue in controversy was delineated, in para 13 of the judgement, as “whether the petition under Section 34 of the Act, which is listed alongwith this petition today, can be heard on merits, against the Award without the petitioner first securing the complete 33/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 awarded amount”. The Court was, therefore, not limiting its consideration to the entitlement, of the award holder, to an order of deposit in a post- award Section 9 petition, but also to the interim relief to which the opposite party was entitled, before being permitted to prosecute its Section 34 challenge. Strictly speaking, therefore, this judgement may not be an authority for a situation in which the Court has, with it, only a Section 9 petition. Be that as it may, even in Power Mech, this Court directed deposit of the awarded amount keeping in mind the fact that the opposite party was a foreign company registered in China with no realisable assets in India, and there was want of balancing, in the accounts of the said party as produced before the Court."
27. In the said decision, the learned Single Judge of the Delhi High Court held that the application under Section 9 of the Act cannot be regarded as a shortcut to avoid Section 36, that such applications must be entertained sparingly and in rare and exceptional cases, that while dealing with the post award application under Section 9 of the Act, the Court must keep in mind that the Legislature never intended to provide Section 9 of the Act as a means of executing an award, that 34/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 execution of an award could be done only in terms of Section 36 of the Act and that the application under Section 9 of the Act post award is purely an interim measure to ensure that the interest of the award holder is protected and there exists a real and alive likelihood of the award rendered illusory or unenforceable if the protective measure is not granted.
28. In the case in hand, the award became final as early as on 06.8.2021. Absolutely, there is no pleading in the affidavits filed in support of the above applications as to why the applicant did not take any steps to execute the award for more than four years.
29. Even though the learned counsel appearing on behalf of the applicant was attempting to give oral explanations, such explanations were far from satisfactory and it is more so since such explanations were not supported with necessary averments made in the affidavits filed in support of the above applications. Not even a single document has been filed along with the applications for the period between 2021 and 2025. The first document that is available after the dismissal of the special leave petition by the Hon'ble Apex Court on 06.8.2021 is 35/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 the notice dated 26.8.2025 and for a period of four years, there is not even a single exchange of communication between the parties.
30. The learned counsel appearing on behalf of the applicant submitted that the execution petition has already been filed before the concerned jurisdictional Court, that it is being prosecuted and that at that point of time, it came to light that the move titled as Akanda II is attempted to be released by the first respondent through their alter ego namely the second respondent.
31. On the contrary, the learned Senior Counsel appearing on behalf of the second respondent submitted that between 2021 and 2025, three movies were released by the second respondent, that the applicant is targeting the present movie since it involves famous actors and that it is done only to arm twist the respondents and recover the money.
32. The specific plea that has been raised on behalf of the applicant is that the execution petition has already been filed on 04.9.2025.
36/40https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025
33. If such a petition has already been filed, the provisions of Order XXI of the CPC kick in. Thereafter, the application under Section 9 of the Act cannot be maintainable. Whatever relief is sought for by filing an application under Section 9 can always be sought for in the execution petition filed before the concerned jurisdictional Court.
34. De hors the above findings, this Court is of the considered view that the applicant has not moved their little finger for more than four years to enforce the award even though the award became ripe for execution after the dismissal of the special leave petition by the Hon'ble Apex Court on 06.8.2021. Hence, the applicant has attempted to use these applications filed under Section 9 of the Act post award more akin to the enforcement of the award under Section 36 of the Act by seeking for interim measures and more particularly against the second respondent, which is not a party to the arbitration proceedings.
35. In any event, the issue as to whether the second respondent is the alter ego of the first respondent is a matter for evidence and lifting of corporate veil is a drastic measure, which should not be resorted to without evidence.
37/40https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025
36. The various issues raised on behalf of the applicant touching upon the merits of the case and questioning the attitude of the respondents in depriving the fruits of the award passed in favour of the applicant, cannot be gone into in these proceedings in the light of the fact that the award became enforceable in the year 2021 and that the execution petition is stated to have been filed before the concerned jurisdictional Court on 04.9.2025. Further, the present applications under Section 9 of the Act came to be filed before this Court thereafter on 16.10.2025.
37. In such a scenario, this Court cannot examine the merits of the case nor can go into the conduct of the respondents and this Court has to first deal with the maintainability of the applications. This Court holds that the present applications filed under Section 9 of the Act are not maintainable for all the above said reasons. This Court, while dealing with post award application filed under Section 9 of the Act, must always keep in mind that orders can be passed only as an interim measure to protect the interest of the award holder, which is taking steps to enforce the award. If the award has already become enforceable and the award holder, for any reasons, is sitting over their 38/40 https://www.mhc.tn.gov.in/judis https://www.mhc.tn.gov.in/judis ( Uploaded on: 30/10/2025 04:54:12 pm ) O.A.Nos.997 & 998 of 2025 & Arb.A.No.1374 of 2025 rights and is not enforcing the award, they cannot be permitted to maintain the applications under Section 9 of the Act. If such applications are entertained as a matter of course, it will virtually amount to short-circuiting a mechanism that has been provided under Section 36 of the Act. It is left open to the applicant to work out their remedy in the execution proceedings and seek for necessary reliefs.
38. In the result, all the above applications are dismissed.
30.10.2025
Index : Yes
Neutral Citation : Yes
RS
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O.A.Nos.997 & 998 of 2025
& Arb.A.No.1374 of 2025
N.ANAND VENKATESH,J
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& Arb.A.No.1374 of 2025
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