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5. Being aggrieved by this judgment and order, the appellant preferred an appeal, which came to be dismissed by the Division Bench of the Bombay High Court by its above referred to judgment and order dated 19th December, 2001. The Division Bench held that the only possible view of all the clauses of the contract was that the respondent could not be held to be liable to the appellant for the income-tax liability of the sub-contractor and that the umpire exceeded his jurisdiction in allowing appellant's claim under Clause 17.3 of the General Conditions. The Division Bench, therefore, dismissed the appeal by its judgment and order dated 19th December, 2001. Being aggrieved by this judgment and order the present appeal has been filed by Special Leave. It may be mentioned at this stage that it was submitted on behalf of the respondent before the single judge that the revised assessment of the sub-contractor was not referable to Clause 44 BB of Income Tax Act, and that the conclusion of the umpire be interfered on that ground also. The submission did not find favour with the learned single judge. The respondent challenged that finding by filing a cross-appeal and submitted that, if the cross-appeal was not maintainable, the respondent be permitted to challenge that finding while defending the judgment. The Division Bench overruled this challenge of the respondent to that finding. The short facts leading to this appeal are as follows:

21. As against this submission of the appellant, the submission of the respondent was that under clause 23 of the General Conditions of Contract, referred to above, the respondent was liable to bear all Indian taxes levied or imposed on the appellant under the contract on account of the payment received by the appellant from the respondent for work done under the contract or on account of its off-shore personnel while working at off-shore. This Clause states that the respondent had no obligation whatsoever in respect of appellant's on-shore employees whether they were expatriate or nationals. Accordingly to the respondent they had not taken over the liability to pay any taxes which may be due to be paid by the sub- contractors of the appellant which, according to them was also clear from Clause 13.2.7 of the General Conditions of Contract which laid down the Payment Procedure and which stated that the respondent shall not be responsible or obliged for making any payment in any other related obligations under the contract to the appellant's sub- contractors.

26. The umpire has noted this context in Para 2.2.4 of the award. He noted that the bid made it clear that a large part of the contract works were to be fabricated, positioned and installed by MII as the named and approved principal sub-contractor of the appellant for this purpose. In para 2.2.4 he referred to the evidence of the Project Manager of the respondent, the sub-contract between the appellant and MII, and the fact of the terms of the proposed sub- contract having been set out in the bid document. The umpire recorded in Para 2.2.4 as follows:

30. Mr. Tankha submitted that clauses in the contract have to be given a literal interpretation. He relied upon the judgments of this Court in Central Bank of India Ltd., Amritsar vs. Hartford Fire Insurance Co. Ltd. AIR 1965 SC 1288 and Polymat India (P) ltd. vs. National Insurance Co. Ltd. (2005) 9 SCC 174 in support. He contended that under the terms of the present contract respondent has taken up the income tax liability of the contractor alone, and clause 17.3 would not have the effect of passing on the burden of the income tax liability of the sub contractor as well on to the respondent. In this connection we must notice that both these judgments are concerning clauses in insurance policies. In the case of Central Bank of India (supra) the concerned clause in the insurance policy was "This Insurance may be terminated at any time at the request of the Insured." This Court held that the words "at any time" can only mean "at any time the party concerned likes". It was in this context that this Court held that the intention of the parties is to be looked for in the words used. In Polymat India (P) Ltd. (supra) the question for the consideration was whether as per the terms of the insurance policy the goods lying outside the shed were covered thereunder. The terms used in the policy were `factory-cum- godown-cum-office'. Obviously the goods lying outside the factory and godown could not be held to be covered under the policy. This Court held that the interpretation could not be given de-hors the context.