Delhi District Court
Ram Kumar S/O Sh. Anil Kumar (Borrower) vs Shriram Transport Finance Co. Ltd on 30 June, 2020
-1-
IN THE COURT OF SH. GURDEEP SINGH
DISTRICT JUDGE (COMMERCIAL COURT)-02
WEST DISTRICT, TIS HAZARI COURTS, DELHI.
In the matter of:-
CNR No.: DLWT01-009380-2019
OMP (Comm.) No.:44/2019
1. Ram Kumar S/o Sh. Anil Kumar (Borrower)
R/o : A-29, Shiv Vihar, Nilothi Extension
Delhi -110 041
2. Sunil Mehta s/o Sh. Satpal Mehta (Guarantor)
R/o : 1/28, Subhash Nagar
Delhi - 110 027
..... Applicants/petitioners
VERSUS
1. Shriram Transport Finance Co. Ltd.
Regd. Office at : 3rd Floor
Mookambika Complex No.4,
Lady Desika Road, Mylapore
Chennai - 600 004
Branch Office at :-
G-2, S-4/60, Second Floor
New Mahavir Floor
Delhi -110 018
........ Claimant/Respondent
Date of Institution : 25.11.2019
Date of transfer to this court : 10.02.2019
Date of reserving order : 27.06.2020
Date of pronounced of order : 30.06.2020
OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 1 of 20
-2-
ORDER /
1. Vide this order, I shall decide the present petition under S. 34 of Arbitration & Conciliation Act, 1996 (hereinafter referred to as 'Act of 1996' in short) filed by petitioner for setting aside an arbitral award dated 30.08.2019 passed by sole arbitrator.
2. Relevant facts for the disposal of the present petition are that claimant/ respondent is limited company duly incorporated under Company Act, 1956 and carrying on business of Hire Purchase, Lease and Loan-cum-Hypothecation in respect of LMV/ MMV/ Heavy Goods vehicle as per the guidelines of the Reserve Bank of India (RBI). The petitioner No.1 approached the claimant/ respondent company for finance of Rs.2,95,000/- for the purchase of goods/ passenger vehicle and in pursuance to that the petitioner no.1 entered into a loan agreement dated 03.12.2015 in respect of the vehicle bearing RC No.DL1ZZ-1772 with the claimant / respondent for the total agreement value of Rs.3,75,420/- payable in 23 monthly installments. The petitioner no.1 executed the said agreement as borrower and the second petitioner executed the same as guarantor and hence both are liable to an equal extent to pay to the claimant, the amount due under the said agreement. It is stated that petitioners failed and neglected to pay the installment and a sum of Rs.4,01,987/- is due towards arrears OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 2 of 20 -3- of the monthly installments as on dated 18.06.2018. Since the petitioners had committed default in payment of the monthly installments and there was no response from them, the vehicle was seized by the claimant/ respondent by invoking the provisions of the agreement and intimation was given to the petitioners. Despite the request, none of the petitioners turned up and hence the vehicle was sold for the best available market price of Rs.1,20,000/-. It is stated that a sale amount of Rs.47,000/- was adjusted towards the sale value of vehicle and despite adjustment of the sale proceeds, a sum of Rs.4,01,987/- is due and outstanding as on dated 18.06.2018. Thereafter the claimant/ respondent invoked the arbitration clause of the Loan Agreement and appointed sole arbitrator. The applicants/ petitioners joined the proceedings and vide award dated 30.08.2019, learned sole arbitrator awarded Rs.4,10,987/- with interest @ 12% per annum w.e.f. 18.06.2018 till the realization with cost against petitioner and guarantor. Hence the present petition.
3. Notice of the present objection petition was issued to claimant/respondent. The claimant/ respondent appeared and learned arbitrator has also submitted award alongwith proceedings.
OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 3 of 20 -4-4. The petitioners averred that Loan-cum-Hypothecation Agreement was entered into between them on 12.03.2015. There was dispute between petitioner and respondent since the beginning and respondent approached the petitioner no.1 for re-loan of previous loan amount approx. Rs.1,90,000/-. Respondent's agent misguided, forced and threatened petitioner to re loan saying that it would be easier to repay the remaining amount of Rs.1,90,000/- in 23 EMIs. However, later on it was found that the loan amount was Rs.2,95,000/- and not Rs.190000/- and when opposed, it was told that Rs.2,95,000/- includes all the penalties and charges. The petitioner paid Rs.1,33,000/- in total out of the re loan amount of Rs.190,000/-. After that respondent attempted illegal recovery of the vehicle without following the due process of law and after some time from the said incident illegally recovered the vehicle without due process of law which is evident from 'Recording 2' contained in the DVD. Neither receiving nor any slip of any kind given to petitioner as a proof of recovery even after asking, however, he managed to take the photographs of the 'Voluntary Surrender Slip' so that there could be some proof of same.
5. It is further averred that insured declared value of the vehicle for the year 2016-17, at the time of recovery, was Rs.3 lakhs OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 4 of 20 -5- to Rs.3.50 lakhs. According the Sri Ram General Insurance, which is a part of respondent company, the insured declared value of the vehicle for the years 2013-14, 2014-15, 2015-16 was Rs. 5,21,050/-, Rs.3,99,132/- and Rs.3,71,000/- respectively. Further it is also averred that claimant company, when recovered the vehicle, told petitioner that the recovery of the vehicle is against the full and final settlement and he will have no liability to pay any amount in future. Further the respondent did not go to arbitrator for settlement for selling the vehicle and without any order/ interim relief under S. 9 or 17 of Act, 1996 sold the vehicle.
6. Further it is averred that sole arbitrator is on panel of the respondent company and hence he acts as an agent of respondent company by taking favour of the respondent in all the claims petition of the respondent and he is biased. Further it is also averred that during the proceeding before Arbitral Tribunal, the sole arbitrator overrode the rules of natural justice and did not give them proper chance to be heard as it was made very difficult for them to submit any documentary proof such as Evidence by way of affidavit dated 14.12.2018 and 01.02.2019. However, the sole arbitrator allowed respondent to submit its evidence by way of affidavit dated 01.02.2019 which came to OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 5 of 20 -6- their notice on 22.02.2019 through the application under S. 151 CPC.
7. It is further averred under the heading grounds for setting aside that award is vitiated as principle of natural justice is violated in as much as the respondents were not allowed to submit any documentary or electronic evidence through the same was allowed to the AR of the claimant company which is bad in the eyes of law and further arbitrator misconducted himself and the proceedings.
8. Reply to petition under S. 34 of the Act, 1996 was filed by respondent wherein they had taken preliminary objection that petition is beyond preview of S. 34 of the Act and ground taken in present petition is far away from the provisions of S. 34 of the Act and thus the present petition is gross abuse of process of law. Further by way of the present petition, the petitioner is invoking the jurisdiction of this Court as an appellate court on the factual adjudication by the arbitrator by its award whereas it is a settled proposition of law that the provision of S. 34 of the Act is not meant for the purpose of appeal against the impugned award. The present application is nothing but gross misuse of the process of law based on the false and fake story of the petitioner as he wants to run away from the liability.
OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 6 of 20 -7-9. In response to reply on merit and in response to para 17 and 18 regarding arbitrator being biased and on panel of the respondent company, it is stated that loan agreement itself authorize the respondent to take the custody of the vehicle and then sale it in the open market and adjust its proceeds in the loan account and also authorize to refer the dispute if any arose in between the parties to the agreement to the arbitrator with the agreed consent of parties which was given by the petitioner at the time of signing of the loan agreement thus the petitioner is estopped (sic) to raise such a vague plea at this stage. Further stated that arbitrator was a neutral person and adjudicated the present dispute between the parties as per law without any influence of any nature from any side. Further petitioner was having all the rights to challenge the appointment of the arbitrator by moving the appropriate application before the arbitrator but he himself choose to participate in the proceedings without any objection to it. Similar reply is in respect to para 18.
10. As regards principles of natural justice, para 20, it is stated that plaintiff wants to take advantage of his own wrong for which he has made fake story just to mislead the Court and with intention to cheat the respondent company. The whole proceedings of the arbitrator was held in his presence and OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 7 of 20 -8- thus the allegations as leveled in the present para are nothing but false and moonshine one.
11. It is pertinent to mention that on 05.03.2020, fresh vakalatnama was filed on behalf of respondent and time was sought to file reply which was allowed with direction to file same within a week with advance copy to the opposite party and matter was posted for arguments on 01.05.2020. However, in pursuant to direction of Hon'ble High Court of Delhi and Ld. District & Sessions Judge, West District, THC on account of outbreak of Covid-19, the case was adjourned en bloc for 26.06.2020. Now in pursuant to subsequent direction of Hon'ble High Court of Delhi and Ld. District & Sessions Judge, West District, THC, the matter is preponed on 01.06.2020 and posted for arguments by way of video conferencing through 'Cisco Webex Meeting App' only with direction that parties may file written submission on the email id i.e. [email protected] and both parties shall exchange written submission with each other on their respective e-mail id/ Whatsapp number. Accordingly, the Counsel for plaintiff was informed by way of SMS on her mobile number available on record. Thereafter counsel for respondent filed reply to application / petition through e-mail. Rejoinder to reply is also filed on behalf of petitioner through e-mail.
OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 8 of 20 -9-12. I have heard Ms. Nidhi Bansal, counsel for objector/ petitioner and Sh. Manish Sharma, Counsel for claimant/respondent by way of video conferencing through Cisco Webex Meeting App. I have also gone through the record.
13. Both parties were also given opportunity to submit written submission through e-mail. Counsel on behalf of petitioner submitted written submission on e-mail. I have also gone through the same.
14. It is submitted by Ld. Counsel for objector/ petitioner that it is incorrect that hypothecation vehicle was surrendered voluntarily. The vehicle was illegally seized and sold subsequently at a throw away prices without following due process of law. It is further submitted that act of the respondent was illegal and against public policy and cited judgment of Hon'ble Supreme Court of India in case of Dhulabhai v. State of M.P. (AIR 1966 SC 78) and judgment of Hon'ble High Court of Kerala titled as TML Finance Services Ltd. v. Vinod Kumar [2010 (1) KLT 209]. Further submitted that learned arbitrator acted beyond scope of provisions of the Act and against the rule of natural justice and rule of natural justice (i) Nemo Judex Causa Sua and (ii) Audi Alteram Partem, are not present in the arbitral award. The learned sole OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 9 of 20 -10- arbitrator acted as an agent of the respondent company and in other words respondent no.1 was the judge in its own cause. Further the sole arbitrator also barred petitioner from submitting any kind of document or evidence and also not taken into consideration the ground of illegal seizure of the vehicle.
15. Firstly coming to the cited judgments.
The judgment of Hon'ble Supreme Court in case of Dhulabhai (supra) is in connection with jurisdiction of Civil Court. The Hon'ble Supreme Court in celebrated judgment held that civil court has jurisdiction in all civil suit unless the same is expressly or by implication is barred. In TML Finance (supra) Hon'ble Kerala High Court held that even if parties have arbitration agreement and in pursuance to same, vehicle is illegally seized, the civil court jurisdiction is not barred in a suit for damages. There is no quarrel to legal proposition but admittedly no civil suit is filed by the petitioner. It is also not applicable to the facts of the present case as arbitrator has passed award on the basis of submitted claim before him regarding the arrears of loan amount. The recourse against illegal seizure, if any, was to the civil court which petitioner has not chosen to take.
OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 10 of 20 -11-16. Hon'ble Supreme Court in the recent judgment, after recent amendment in the year 2016 to the Act of 1996 has taken into account the impact of the amendment and laid down as to what is the scope of interference by the court in the arbitral award, in case titled as Ssangyong Engineering & Construction Co. Ltd. v. National Highway Authority of India (NHAI) (2019) 15 SCC 131, to quote :-
23. What is clear, therefore, is that the expression public policy of India, whether contained in Section 34 or in Section 48, would now mean the fundamental policy of Indian law as explained in paragraphs 18 and 27 of Associate Builders (supra), i.e., the fundamental policy of Indian law would be relegated to the Renusagar understanding of this expression. This would necessarily mean that the Western Geco (supra) expansion has been done away with. In short, Western Geco (supra), as explained in paragraphs 28 and 29 of Associate Builders (supra), would no longer obtain, as under the guise of interfering with an award on the ground that the arbitrator has not adopted a judicial approach, the Courts intervention would be on the merits of the award, which cannot be permitted post amendment. However, insofar as principles of natural justice are concerned, as contained in Sections 18 and 34(2)(a)(iii) of the 1996 Act, these continue to be grounds of challenge of an award, as is contained in paragraph 30 of Associate Builders (supra).
24. It is important to notice that the ground for interference insofar as it concerns interest of India has since been deleted, and therefore, no longer obtains.
Equally, the ground for interference on the basis that the award is in conflict with justice or morality is now OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 11 of 20 -12- to be understood as a conflict with the most basic notions of morality or justice. This again would be in line with paragraphs 36 to 39 of Associate Builders (supra), as it is only such arbitral awards that shock the conscience of the court that can be set aside on this ground.
25. Thus, it is clear that public policy of India is now constricted to mean firstly, that a domestic award is contrary to the fundamental policy of Indian law, as understood in paragraphs 18 and 27 of Associate Builders (supra), or secondly, that such award is against basic notions of justice or morality as understood in paragraphs 36 to 39 of Associate Builders (supra). Explanation 2 to Section 34(2)(b)(ii) and Explanation 2 to Section 48(2)(b)(ii) was added by the Amendment Act only so that Western Geco (supra), as understood in Associate Builders (supra), and paragraphs 28 and 29 in particular, is now done away with.
26. Insofar as domestic awards made in India are concerned, an additional ground is now available under sub-section (2A), added by the Amendment Act, 2015, to Section 34.
Here, there must be patent illegality appearing on the face of the award, which refers to such illegality as goes to the root of the matter but which does not amount to mere erroneous application of the law.
In short, what is not subsumed within the fundamental policy of Indian law, namely, the contravention of a statute not linked to public policy or public interest, cannot be brought in by the back door when it comes to setting aside an award on the ground of patent illegality.
27. Secondly, it is also made clear that re-appreciation OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 12 of 20 -13- of evidence, which is what an appellate court is permitted to do, cannot be permitted under the ground of patent illegality appearing on the face of the award.
30. What is important to note is that a decision which is perverse, as understood in paragraphs 31 and 32 of Associate Builders (supra), while no longer being a ground for challenge under public policy of India, would certainly amount to a patent illegality appearing on the face of the award. Thus, a finding based on no evidence at all or an award which ignores vital evidence in arriving at its decision would be perverse and liable to be set aside on the ground of patent illegality.
..Emphasis supplied
17. In the light of law laid down by Hon'ble Apex Court, lets examine the case in hand.
18. All the submissions and material are beyond the scope of S. 34 of the Act except that it is alleged that learned sole arbitrator was biased and he did not allow them to submit evidence. It is worthwhile to notice that petitioner has filed alongwith petition, the affidavit of Sh. Ram Kumar and guarantor, both are dated 01.02.2019, which are duly attested by oath commissioner. One more affidavit of petitioner Ram Kumar dated 14.12.2018 which is also duly attested by oath commissioner on 14.12.2018 is filed alongwith petition.
19. Now coming to the proceedings of arbitrator. The relevant proceedings are dated 14.09.2018 where AR of the claimant OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 13 of 20 -14- company and counsel alongwith respondent no.1 in person were present. None was present for R2. Vakalatnama was filed on behalf of respondent no.1. AR of the claimant has filed the statement of claim alongwith all the documents. Matter was fixed for 05.10.2018 for reply to statement of claim and also summons to respondent no.2. Thereafter on 05.10.2018 AR of the claimant, counsel for respondent alongwith respondent no.1 were present. None was present for respondent no.2. the counsel for respondent no.1 submitted that she shall file vakalatnama on behalf of respondent no.2 after taking instructions. Reply was filed on behalf of respondent no.1 without affidavit and then matter was fixed for rejoinder, if any and also for admission / denial of the documents and framing of issues if any and representation on behalf of respondent no.2 for 25.10.2018. On the next date of hearing, none was present on behalf of claimant company. R1 and R2 were present in person alognwith Counsel. Vakalatnama was filed on behalf of R2. The A.R. of the claimant company has telephonically requested for adjournment which was allowed for 16.11.2018. On 16.11.2018, AR of the claimant company was present and filed rejoinder. Respondent no.1 was present in person. Thereafter matter was adjourned for 30.11.2018 for A/D for A/D of documents and framing of issues. On 30.11.2018, AR OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 14 of 20 -15- of the claimant company and Respondent no.1 were present. Respondent no.1 sought adjournment on account of non-availability of his counsel which was allowed and matter was fixed for 14.12.2018 for same purpose. On 14.12.2018 proxy counsel for claimant company was present and counsel for respondent no.1 alongwith respondent no.1 were also present. Adjournment was sought by proxy counsel as AR of the claimant company was not well and counsel for respondent sought some more time to file evidence by way of affidavit on behalf of respondent no.1 and 2, which were allowed for 09.01.2019. However, on next date of hearing i.e. 09.01.2019, none was present on behalf of respondents and therefore the matter was adjourned for 01.02.2019. On 01.02.2019, AR of the claimant company was present. Respondent no.1 was also present in person. Evidence by way of affidavit was filed on behalf of claimant. Respondent no.1 stated that he does not wish to file his evidence by way of affidavit and his separate statement to this effect was recorded. Thereafter the case was posted for final arguments for 22.02.2019 and both parties were permitted to file brief written arguments. Again on 22.02.2019, respondent no.1 was present in person and an application was filed for clarification which was allowed and matter was again fixed for final arguments. Vide impugned OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 15 of 20 -16- order dated 30.08.2019 award was passed in favour of claimant company.
20. The contention regarding not giving hearing is without any basis as from the perusal of the award, it transpired that learned arbitrator had considered all the submissions and had dealt with the same which was raised in reply by the petitioner before learned arbitrator. Although evidence was not led by the petitioner. It is contended that they were not permitted to give evidence yet it is not borne out from the record that any protest application was moved before learned arbitrator for not allowing them to file evidence nor evidence was sent to learned arbitrator by way of post. Rather statement was made by petitioner before learned arbitrator that he does not want to lead any documentary or oral evidence. The contention of the petitioner in the evidence is also similar to the reply and contentions were duly dealt with by the learned arbitrator. Therefore it cannot be said the petitioner was seriously prejudiced. The contention is without merit and rejected.
21. Further as regards contention that insured declared value of vehicle was more and vehicle was sold at throw away price, same is also duly considered by learned arbitrator and rejected in the following manner:-
OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 16 of 20 -17-17. Similarly, neither of the respondents have produce the insurance policy or any other documents which may indicate that the hypothecated vehicle was sold at a through away price of Rs.1,29,000/- (it should be Rs.1,20,000/-) or that the actual prevalent market value of the vehicle was around Rs.2,50,000/- or Rs.2,75,000/-. Not only this the respondents even did not lead any oral evidence in this respect. Hence I find that there is no force in the above mention contention at the same is hereby rejected.
22. Since the arbitrator has considered and dealt with, the court cannot enter into merit as it would amount to sitting in appeal over the award.
23. As regards challenge to appointment of the arbitrator, no formal application was moved challenging the appointment of the arbitrator and contention that the arbitrator was panel arbitrator and hence was biased, the petitioner was required to challenge the arbitrator by moving appropriate application while he has chosen not to do so for reasons best known to him.
24. However, we may go little further to S. 12 of the Act, 1996 whereby arbitrator is required to disclose in writing circumstances which indicates either direct or indirect, of any past or present relationship with or interest in any of the parties or in relation to the subject matter in dispute, whether financial, business, professional or other kind, which is likely OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 17 of 20 -18- to give rise to justifiable doubts as to his independence or impartiality. The guidance to the circumstance which exist and gives rise to the justifiable doubts as to the independence or impartiality of an arbitrate is given in Fifth Schedule which amongst other is also provided for number of cases within past three years for which he has been appointed as arbitrator by one of the parties or an affiliate of one of the parties. The disclosure of such facts are to be made in the form prescribed in Sixth Schedule, which appears to be not mandatory and it is necessary only when arbitrator feels that there is justifiable doubt as to his independence and impartiality to give disclosure or party may also seek disclosure. However S. 12 (5) of the Act, 1996 makes the declaration mandatory if the grounds falls as provided in Seventh Schedule which will per se make appointment of arbitrator illegal which however does not provide for number of arbitration done by the arbitrator for a particular party within period of three years. Therefore arbitrator is required to give declaration if he finds the disclosure is necessary which affects his independence and impartiality and yet he can continue with the arbitration if the parties does not object.
25. In the present case neither petitioner has provided the number of arbitration done by the learned arbitrator for Sri Ram OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 18 of 20 -19- Transport Finance Co. Ltd in past three years nor moved any application before learned arbitrator seeking such declaration and therefore a bald plea that arbitrator is on panel of respondent/ claimant company cannot be accepted to make appointment of learned arbitrator illegal. The contention is accordingly rejected.
26. As regards contention that it is admitted by respondent that they have seized the vehicle without order of the court invoking the loan-cum-agreement for hypothecation of the vehicle and therefore it is against the public policy. The contention of the petitioner is devoid of any merit as both the acts are independent to each other.
Parties to the arbitration is free to invoke arbitration if there are dispute and if the vehicle has been illegally repossessed without following due process of law, it is open to the party aggrieved to take recourse to civil court seeking damages of such act or they could have filed counter claim before arbitrator, but they have not done so. The same is not covered in the terms of public policy as envisaged in S. 34 of the Act, 1996. Moreover the dispute before arbitrator was regarding balance of loan and adjustment was given for the sale proceed of vehicle. Therefore repossession or sale of vehicle would not ipso facto make arbitration OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 19 of 20 -20- clause inoperative nor it can make the arbitration clause illegal.
27. Therefore as per discussion above, I am of the opinion that there is no ground to set aside the arbitral award. Accordingly petition under S. 34 of the Act, 1996 is dismissed. Stay on arbitral award, if any, stands vacated.
28. Both parties shall bear their own costs.
29. Arbitration Record be sent back alongwith copy of the order.
30. File be consigned to record room.
Announced in open court Digitally signed
by GURDEEP
today i.e. 30-06-2020 GURDEEP SINGH
SINGH Date: 2020.06.30
14:47:42 +0530
(GURDEEP SINGH)
DISTRICT JUDGE (COMMERCIAL COURT)-02
WEST DISTRICT/THC/30-06-2020
OMP (Comm.) No.44/2019 Ram Kumar & Ors. v. Sri Ram Transport Finance Ltd. & Ors. Page 20 of 20