Subramanya Construction & Development Co. Limited & Anr. vs Swan Corp Limited & Ors.

The present Petition has been filed under Section 9 of the Act seeking, amongst other reliefs, interim protection against the Respondents from invoking the default clauses contained in the Consent Terms dated 22 February 2026 and the Arbitral Award dated 16 March 2026. If those clauses are invoked, the Settlement Amount of Rs. 240 crores would increase to Rs. 278 crores and the Respondents would become entitled to appropriate the Scheduled Properties. The Petitioners submit that they have always been ready and willing to pay Rs. 240 crores on or before 6 September 2026. For this purpose, they had arranged finance under a Term Sheet with Oaktree Opportunities. However, the lender could not complete its due diligence or release the funds because there were still encumbrances over the Chennai Lands which were part of the security. According to the Petitioners, the Respondents were required to clear those encumbrances but failed to do so despite the notice dated 22 June 2026. The Discharge Deeds were registered only on 18 August 2026. The Petitioners therefore submit that the delay was caused entirely by the Respondents and that the Petitioners cannot be treated as being in default for a situation which arose because of the Respondents' own failure to take the necessary steps.

The facts which led to the filing of the present Petition, as stated by the Petitioners, are as follows. On 10 February 2012, a MoU was executed between the Petitioners and Respondent No. 1 for joint development and investment in real estate projects. On 14 August 2019, Minutes of Meeting were recorded between the parties setting out their consensus to resolve the disputes arising under the MoU. In 2022, the Petitioners filed Arbitration Application No. 86 of 2022 under Section 11 of the Act seeking appointment of an arbitrator because disputes had arisen between the parties. On 23 November 2022, this Court appointed Justice S. J. Kathawalla (Retd.) as the Sole Arbitrator (“Ld. Arbitrator”). On 16 January 2026, during the course of cross-examination, the parties informed the Ld. Arbitrator that they had settled their disputes and intended to file Consent Terms. On 22 February 2026, the Petitioners and the Respondents executed the Consent Terms settling their disputes. On 28 February 2026, the Consent Terms were tendered before the Ld. Arbitrator. On 16 March 2026, the Ld. Arbitrator passed an Arbitral Award in terms of the Consent Terms and extended the deadline for payment up to 6 September 2026. Thereafter, on 25 March 2026, the Petitioners entered into an Indicative Term Sheet with Oaktree Opportunities for a term loan facility of Rs. 450 crores, which included the proposed payment of the Settlement Amount to the Respondents. On 22 June 2026, the Petitioners informed the Respondents that certain encumbrances were still existing over the Chennai Lands forming part of Schedule III to the Consent Terms. On 14 July 2026, a Revised Term Sheet was executed with Oaktree Opportunities. On 11 August 2026, the Petitioners addressed a letter to the Respondents requesting them to clear the pending encumbrances, execute the Reconveyance Deeds and grant a period of two months for payment of the Settlement Amount. On 17 August 2026, Respondent No. 1 informed the Petitioners by email that an appointment had been fixed on 18 August 2026 for registration of the Discharge Deeds relating to the mortgages in favour of ECL and Catalyst.

On 18 August 2026, the Petitioners filed an Application before the Ld. Arbitrator seeking an extension of two months for making the payment. On 19 August 2026, Respondent No. 3 addressed a letter to Petitioner No. 2 stating that Respondent No. 3 was not responsible for any delay in clearing the encumbrances. It was stated that since the encumbrances had by then been cleared, there was no need to grant a two-month extension for release of the Settlement Amount. On 24 August 2026, Oaktree addressed an email to HDFC Bank connecting Petitioner No. 1 for opening an escrow account for the proposed Rs. 450 crore transaction under the Term Sheet. On the same day, the Ld. Arbitrator passed an order whereby, with the consent of the parties, the Petitioners were given liberty to approach this Court and seek appropriate reliefs. On 25 August 2026, Respondent No. 3 addressed a letter to the Petitioners declining to consent to any extension and alleging that the Petitioners were aware of the due diligence requirements. It is in these circumstances that the present Petition has been filed.

Mr. Madon, learned Senior Advocate appearing for the Petitioners, submits that the Respondents have never denied and have, in fact, admitted that they were required to register the Discharge Deeds. However, the Discharge Deeds were registered only on 18 August 2026. According to the Petitioners, there was no failure on their part. The Respondents remained silent from 22 June 2026 until 18 August 2026. It is therefore submitted that the Petitioners ought to be granted a period of two months to make the payment and comply with the Consent Terms. The Respondents, it is submitted, cannot take advantage of a situation resulting from their own failure. It is submitted that the delay in clearing the encumbrances over the Chennai Lands adversely affected the Petitioners' ability to obtain the Settlement Amount from the lender and pay the same to the Respondents within the stipulated time, namely, on or before 6 September 2026. According to the Petitioners, the relevant delay effectively started from 22 June 2026, when the lender informed them about the existing charges. The Petitioners thereafter informed the Respondents and requested them to complete the necessary discharge formalities. However, those formalities were completed only on 18 August 2026. Thus, according to the Petitioners, the period of about two months during which the encumbrances remained uncleared ought to be taken into account and the time for payment ought to be extended accordingly.

The Petitioners submit that they repeatedly requested and reminded the Respondents during the two-month period to clear the encumbrances. Despite these requests, the Respondents did not take the necessary steps to clear the encumbrances from 22 June 2026 until 18 August 2026. The Petitioners submit that the lender could proceed with and complete its due diligence and scrutiny only after the Discharge Deeds relating to the mortgages in favour of ECL and Catalyst were registered and those mortgages no longer appeared in the Encumbrance Certificate. According to the Petitioners, only after completion of this process could the lender proceed with the execution of the final agreements and complete the ROC and other formalities required before release of the funds. These steps were necessary for the lender to release the Settlement Amount which the Petitioners were required to pay to the Respondents. It is submitted that, by their letter dated 22 June 2026, after the Petitioners were informed about the mortgages and charges still existing over the Chennai Lands, the Petitioners immediately brought the same to the notice of the Respondents. The Petitioners therefore submit that they had acted without delay from the beginning. They had taken the necessary steps both for getting the encumbrances cleared and for arranging the funds required to pay the Settlement Amount.

The Petitioners submit that, by their letter dated 11 August 2026, they informed the Respondents that the lender had stated that, after the existing mortgage entries were removed from the Encumbrance Certificate, it would require additional time to start the due diligence process again, examine the relevant documents and complete the documentation necessary for release of the funds. For this reason, by the said letter dated 11 August 2026, the Petitioners requested a corresponding extension of time for payment of the Settlement Amount. Under Clauses 1.12 and 1.13 of the Consent Terms, the Petitioners were permitted to enter into MoUs or Agreements with developers and/or prospective purchasers and to obtain loans or other financial facilities by creating security over the Scheduled Properties. The Petitioners submit that they accordingly made the necessary arrangements for procuring the funds and paying the Settlement Amount to the Respondents. However, according to them, the release of the funds was delayed because of the acts and omissions of the Respondents. The Petitioners therefore submit that they should not be made to suffer any consequences for not paying the Settlement Amount within the stipulated period when, according to them, the delay was caused by the Respondents' failure to clear the encumbrances.

The Petitioners submit that if the lender is unable to release the Settlement Amount on or before 6 September 2026, the Respondents may invoke the relevant default provisions and claim the enhanced amount. As a result, the Petitioners may face the risk of losing their ownership in the Scheduled Properties to the extent of the Enhanced Amount. According to the Petitioners, such a consequence would arise even though there was no failure or omission on their part. They submit that the situation has arisen only because the Respondents did not take timely and effective steps to obtain and register the Deeds of Reconveyance in respect of the mortgages created over the Chennai Lands.

Mr. Bhole, learned Advocate appearing for the Respondents, submits that the Petition proceeds on the basis that two different matters are one and the same. According to him, the first matter is repayment of the secured debt. The second matter is registration of the discharge or release of the mortgage before the Sub-Registrar and recording of satisfaction of the charge in the records of the Registrar of Companies. According to him, these are two separate matters. He submits that the two matters cannot be treated as being the same. According to him, the Petitioners are wrongly treating a pending procedural formality as if the underlying debt was still outstanding. He submits that such an approach is misconceived.

He submits that the charges over the Kovilambakkam (Chennai) Land were created with the full knowledge and participation of the Petitioners and with their assistance. According to him, the amounts secured by those charges had been paid much earlier. He submits that the mortgage dated 20 June 2013 was discharged by a registered Discharge Deed bearing Document No. 96 of 2015. Similarly, the charge dated 10 March 2017 had been satisfied. He submits that, by their own authorisation Letter dated 21 December 2022, the Petitioners authorised collection of the original Title Deeds and thereby gave a valid discharge to the lenders in respect of their obligation to return the original Title Deeds. He submits that what remained pending was not repayment of any debt or clearing of any charge. What remained was only registration of the deed or deeds of release and reconveyance and the consequential filing of satisfaction of the charge. According to him, this was only a procedural formality, which the Petitioners failed to start and pursue within time.

He submits that the satisfaction of the charges is reflected in the Master Data of the Ministry of Corporate Affairs relating to the Petitioners' own company. He therefore submits that the Petitioners cannot now treat this procedural formality as a default on the part of the Respondents, particularly when, according to him, it was for the Petitioners to complete the necessary process. As regards the contention that the obligation to repay the Settlement Amount under the Consent Terms was upon the Petitioners, he submits that Clause 1.3 of the Consent Terms permitted the Petitioners to borrow money or avail of financial facilities against the Scheduled Properties for completing payment of the Settlement Amount. He submits that Clause 5 of the Consent Terms contains the representations made by the Petitioners to the Respondents. These representations included a statement that the said properties were free from encumbrances of any nature and that there was no subsisting charge of any bank or financial institution. According to him, since the Petitioners had made these representations, it was their responsibility to verify the position of all encumbrances, including any subsisting charges, over the Scheduled Properties. He submits that the Petitioners failed to carry out even this basic verification. Therefore, according to him, no fault can be placed upon the Respondents. He submits that, under the Consent Terms, the Settlement Amount of Rs. 240,00,00,000/- was divided amongst several different properties. As stated in the Reply filed by Respondent No. 1 before the Arbitral Tribunal, the amounts payable in respect of the respective properties were as follows: Mysore Lands-1, Rs. 29,28,75,000/-; Mysore Lands-2, Rs. 75,71,25,000/-; Sarjapur Land, Rs. 90,00,00,000/-; and Chennai (Kovilambakkam) Land, Rs. 45,00,00,000/- only. He submits that the Kovilambakkam Land is only 2.8 acres and, under the Consent Terms, its value was fixed at Rs. 45,00,00,000/- only. He points out that some of the other properties are much larger. For example, the Anagalli Land admeasures 144 acres. According to him, even on the Petitioners' own case, the Oaktree Term Sheet contemplated a facility of about Rs. 450 crores against a combined pool of properties. He therefore submits that, even if the Kovilambakkam Land is left out of consideration, the Petitioners could have raised the required amount against the remaining properties, since the proposed security was of the order of Rs. 450 crores less the value of the Kovilambakkam Land. According to him, if the Petitioners were genuinely intending to make the payment within time, they could have proceeded in that manner. He therefore submits that the Petitioners' reliance on the alleged subsisting encumbrance over the Chennai Land is only an excuse for their failure to make the payment.

As regards the Petitioners' contention that they require an extension of time for making the payment, he submits that the Petitioners have obtained one extension at their own request. He submits that Clause 3.1 of the Consent Terms required the Settlement Amount to be paid within six months from the date of execution of the Consent Terms, which meant that the payment was originally due by 23 August 2026. However, at the express request of Mr. K. N. Balasubramanyam on behalf of the Petitioners, the Arbitral Award dated 16 March 2026 recorded in paragraph 18, at printed page 68 of the Petition compilation, that wherever the date “23rd August 2026” appeared in the Consent Terms, it would be read as “6th September 2026”. He therefore submits that the Petitioners have received the benefit of an extension of the payment date at their own request. According to him, the present Petition effectively seeks a second extension of the same obligation created under the Arbitral Award. He submits that such an extension cannot be granted by this Court in proceedings under Section 9. He submits that the sequence of events shows that there was no delay on the part of the Respondents.

He submits that the disputes between the parties were finally and amicably settled by the Consent Terms dated 22 February 2026. The Consent Terms were taken on record and made part of the Arbitral Award dated 16 March 2026 passed by the learned Sole Arbitrator. According to him, the Award records that the statements contained in the Consent Terms were accepted as undertakings given to the Arbitral Tribunal. The Award declares that it is binding upon all the signatories and disposes of the reference. He submits that, after expiry of the period available under Section 34 of the Arbitration and Conciliation Act, 1996, such a consent award becomes enforceable under Section 36 in the same manner as a decree of the Court. According to him, it therefore operates as a decree by operation of law. He submits that, once the arbitral proceedings were disposed of, the Arbitral Tribunal became functus officio. He points out that, by its order dated 24 August 2026, the Ld. Arbitrator merely granted liberty, with the consent of the parties, to approach this Court for appropriate reliefs.

I have considered the submissions made by Mr. Madon, learned Senior Advocate for the Petitioners, and Mr. Bhole, learned Advocate for the Respondents. The question before the Court is whether, from the Consent Terms and the Award, the Petitioners have shown any legal basis on which this Court can hold that there is no default on their part or can stop the consequences which the parties had agreed would follow if the payment was not made as agreed.

At the beginning it is necessary to look at the Consent Terms and what the parties had agreed. The Consent Terms were entered into with the intention of finally putting an end to the disputes between the parties. Clause 1.1 records that the Claimants “irrevocably agree to pay Swan or its nominees, a sum of Rs.240,00,00,000/- (Rupees Two Hundred Forty Crores Only) hereinafter referred to as “Settlement Amount”, within 6 (six) months from the date hereof (i.e., on or before 23 August 2026) without any interest towards full and final settlement and closure of all the claims.”

The Consent Terms provide as to how the payment was to be made and in what order. Clause 1.5 says that the whole Settlement Amount was to be paid within six months and that the Claimants were required to follow the sequence of the different tranches. Clause 1.11 provides that whatever amount was paid by the Claimants would first be adjusted towards the First Tranche, thereafter towards the Second Tranche and thereafter towards the Third Tranche. Thus, the Petitioners were not having complete choice to decide which property was to be dealt with first or at what stage the payment relating to a particular property could be made. Petitioners main submission is that the Chennai Land was required as security for obtaining finance from Oaktree and that, since the mortgage entries were not cleared, the lender could not complete its due diligence and release the money. But the Consent Terms were concerning several properties and several tranches. The whole Settlement Amount of Rs.240 crores was not dependent only upon the Chennai Land. Clause 1.2 concerns the Mysore Lands and provides for Rs.105 crores. Clause 1.3 concerns the Sarjapur Land and provides for Rs.90 crores. Clause 1.4 concerns the Chennai Land and provides for Rs.45 crores.

It is true that Clause 1.13 permits the Claimants to borrow loans or obtain financial facilities against the Scheduled Properties. But this clause does not say that the Respondents were first required to make every property acceptable to the lender proposed by the Petitioners and only after that the Petitioners' obligation to make payment would arise. Clause 1.13, in fact, provides that the loan amount was to be released to the Respondents towards fulfillment of the payment obligation. After such payment, the concerned original title documents were to be released. Therefore, this clause gave the Petitioners a method by which the money could be arranged. It did not provide that the completion of the lender's due diligence and its other process would extend the agreed time for payment.

Under Clause 5, the Petitioners jointly and severally represented and warranted to the Respondents that the Scheduled Properties were free from encumbrances and that there was no subsisting charge of any bank, financial institution or private lender. This was a part of the settlement between the parties. Therefore, when the Petitioners now say that the charges over the Chennai Land prevented the proposed lender from completing its due diligence, that submission has to be seen together with the representation which the Petitioners made under the Consent Terms regarding there being no subsisting charges. The Petitioners seek to answer this by submitting that, notwithstanding their representation, the Respondents were required to get the Discharge Deeds registered and that the registration was done only on 18 August 2026. However, from the material placed before the Court, it is not shown that the Consent Terms made such earlier registration of the Discharge Deeds by the Respondents a condition which had to be completed before the Petitioners were required to make payment. Clause 1.4 proceeds on the basis that after payment of Rs.45 crores, the Respondents would release the original documents concerning the Chennai Land. Similarly, Clause 1.8 provides that after receipt of the entire Settlement Amount, the Respondents would release the original title documents of the Scheduled Properties.

The distinction pointed out by Mr. Bhole between payment of the underlying debt and the later registration or recording of the discharge formalities cannot be rejected. The Petitioners have shown that certain mortgage or charge entries continued to appear and that the Discharge Deeds were registered only on 18 August 2026. But that fact by does not show that the payment obligation under Clause 1.1 was postponed till those formalities were completed. For such a conclusion, there would have to be some provision in the Consent Terms showing that completion of those formalities was a condition before the Petitioners' obligation to pay could arise or be enforced. No such provision has been pointed out.

The Petitioners rely upon the position taken by Oaktree that its due diligence could not be completed until the mortgage entries were cleared. Even if this submission is accepted for the present purpose, it shows that the Petitioners had difficulty in obtaining finance from that particular lender. It does not by change the payment obligation which the Petitioners had undertaken. Difficulty in arranging finance cannot become an extension of the agreed period for payment unless there is something more in the Consent Terms or in law to support such extension.

This becomes more important because the Consent Terms contain the heading “Time of the essence” and state that “Timely payment of monies as envisaged under the present Consent Terms is an essential term of the present understanding.” The parties had therefore treated timely payment as an important part of their arrangement. The date fixed for payment was not left open to be changed depending upon the financial requirement of either party.

The Petitioners submit that the Respondents cannot take benefit of their own wrong. I have considered this submission. There is no dispute about the general principle that a party should not intentionally prevent the other party from performing and thereafter take advantage of the failure caused by such prevention. But before applying that principle, it has first to be shown that the Respondents failed to perform an obligation which was necessary for the Petitioners to perform their own obligation under the Consent Terms. From the material before the Court, that basic position has not been established to the extent which would be necessary for granting the reliefs sought by the Petitioners.

The correspondence concerning the Chennai Land does show that the Petitioners raised the issue on 22 June 2026 and that the Discharge Deeds were registered on 18 August 2026. At the same time, the chronology relied upon by the Respondents shows that various steps were being taken during this period. There were communications with Catalyst, preparation, and approval of documents, requests for NOC and CHG-4, forwarding of the draft Discharge Deed and efforts to obtain the original mortgage documents. Therefore, on the material available, it cannot be said that the Respondents did nothing during the entire period from 22 June 2026 to 18 August 2026. Even assuming that there was some delay on the part of the Respondents in completing the discharge formalities, another question still remains. The question is whether such delay suspended the independent obligation of the Petitioners to make payment within the period which they had agreed. On reading the Consent Terms as a whole, I am unable to reach that conclusion.

The Respondents have relied upon the security arrangement agreed between the parties. Clause 2.1 provides for deposit of the Master GPAs as security for payment of the Settlement Amount as well as the Enhanced Settlement Amount. The Master GPAs were to become effective only when an “Event of Default” occurred, that is, when payment was not made within the stipulated period. Clause 2.2 provides that after such Event of Default and receipt of written notice confirming the default, the Arbitrator was authorised to release the Original Master GPA to the Respondents or their nominees. Therefore, the parties had created a particular arrangement for securing the payment obligation. The parties had agreed beforehand as to what would happen if there was a default. The Consent Terms provide that if the Claimants failed to pay the Settlement Amount of Rs.240 crores within the agreed period, the amount would become Rs.278 crores. For satisfying the Enhanced Settlement Amount, the Respondents would be entitled to appropriate lands having the corresponding value. Clause 3.3 provides that after the Event of Default and release of the Master GPAs, the Claimants irrevocably authorised the Respondents to take possession of the Scheduled Property for satisfying the Enhanced Settlement Amount.

In substance the Petitioners are asking the Court to stop the consequences which they had agreed would follow in case of default. Such a request cannot be decided only by looking at the present difficulty faced by the Petitioners. The Court has first to see whether the Petitioners have any right under the Consent Terms which permits them to prevent the consequences of default which had been agreed between the parties. The observations relied upon by the Petitioners from Maruti Traders v. Itron India Pvt. Ltd. 2024 SCC OnLine Del 4897 are relevant in this connection. In paragraph 56, the Court observed:

The Petitioners have shown that the result of a default may be serious for them. They have shown that they had made arrangements for finance and that the proposed lender wanted the mortgage position to be cleared before proceeding. But difficulty in arranging finance or commercial hardship is one matter. A contractual right to obtain more time is another matter. Such a right has to be found either in the agreement or in law.

The observations in paragraph 54 are relevant. The Court stated:

Paragraph 55 gives importance to the contract and its provisions. The present matter arises from a commercial settlement between parties who were before an Arbitral Tribunal. The parties had consciously recorded their obligations, the time for payment and the consequences of default. The Court cannot leave those provisions aside because their operation has now become difficult for one party.

The Petitioners have relied upon the fact that the Award was a consent award. That fact does not make the Award less binding. The Consent Terms show that the parties wanted to finally settle their earlier disputes. Clause 7.1 provides for termination and extinguishment of the MOU and MoM. Clause 7.2 provides that the disputes, claims and counterclaims connected with the earlier dealings were to be fully, finally and irrevocably settled. The parties jointly requested the Sole Arbitrator to record the Consent Terms and pass a consent award in terms thereof.

The principle stated in paragraph 43 of Byram Pestonji Gariwala v. Union Bank of India (1992) 1 SCC 31 is therefore relevant. The Supreme Court observed:

The Consent Terms in the present matter were intended to bring the disputes to an end. They were placed before the Arbitrator with a request to pass an Award in accordance with them. Therefore, the parties cannot ask the Court to ignore the terms merely because the bargain has subsequently become difficult for one of them to perform.

The Petitioners have relied upon the order dated 24 August 2026 by which they were given liberty to approach this Court. That order gives liberty to approach the Court for appropriate relief. It does not decide that there is no default on the part of the Petitioners. It does not create any new right in favour of the Petitioners. Therefore, the Petition has to be considered on the basis of the Consent Terms, the Award and the material placed before this Court.

I find substance in the submission of the Respondents that the Petitioners had obtained an extension of the original payment date. Under the Consent Terms, the original date for payment was 23 August 2026. Thereafter, the Arbitral Award recorded the requested change and the date was to be read as 6 September 2026. Therefore, an extension of the original period had been given to the Petitioners. The present request would, in effect, mean asking for one more extension of the same payment obligation.

The Petitioners say that time is necessary because the lender could proceed only after the discharge entries were cleared. But the arrangement with Oaktree cannot by change the terms of the Consent Terms. Clause 1.13 permitted the Petitioners to obtain financial facilities against the properties. It required the loan amount to be released to the Respondents towards fulfillment of the payment obligation. It did not provide that the lender's own due diligence, documentation or other internal process would extend the time fixed under Clause 1.1.

The submission that the Petitioners could not raise the required amount without the Chennai Land does not answer the issue. The Consent Terms dealt with several properties and several tranches. The Chennai Land was valued for payment of Rs.45 crores under Clause 1.4, whereas the total Settlement Amount was Rs.240 crores. Therefore, the material before the Court does not establish that the entire payment obligation became incapable of performance only because of the position concerning the Chennai Land. I do not mean by this that every allegation made by the Petitioners regarding delay on the part of the Respondents is proved to be wrong. The record does show that the Petitioners raised the issue concerning the Chennai Land and that there was a process for completing the discharge and reconveyance formalities. That circumstance has to be considered. But even after considering the same, the Petitioners have not shown the necessary connection between that delay and the postponement of their obligation to make payment. There is a difference between saying that performance has become difficult and showing that the other party has prevented such performance. On the material before the Court, the Petitioners have shown difficulty in obtaining finance through the proposed lender. They have not shown that the conduct of the Respondents suspended their payment obligation under the Consent Terms.

The Petitioners seek a declaration that they have not committed a default. In substance, such a declaration would decide whether the “Event of Default” under the Consent Terms has occurred. This would affect the rights created under Clauses 2 and 3 and the terms agreed between the parties. The Petitioners cannot obtain such substantive relief merely by describing it as interim protection under Section 9. The interim jurisdiction cannot be used for rewriting the Consent Terms which the parties had agreed.

The same position applies to the prayer seeking restraint against the Respondents from taking possession of the Scheduled Properties through the Master GPAs. The Master GPAs were given as security. Clause 2.1(b) provides that they become effective upon the Event of Default. Clause 3.3 provides for taking possession after such default. Unless the Petitioners establish that an Event of Default cannot arise because of the alleged delay concerning the Chennai Land, there is no sufficient basis to stop the agreed arrangement. At the same time, the security arrangement does not give the Respondents any right beyond what is provided in the Consent Terms. If the Respondents exercise their rights, they have to remain within the Enhanced Settlement Amount and the procedure which was agreed. The valuations of the properties were mutually agreed for recovery in case of default. The Consent Terms record that those values are binding and unchallengeable for that purpose. Therefore, while the Petitioners have not established a right to stop the agreed arrangement, the Respondents have to act according to the Consent Terms and the Award.

For all these reasons, I find that the main basis of the Petitioners' case, namely that the Respondents' delay in clearing the encumbrances over the Chennai Land postponed the Petitioners' obligation to make payment, has not been established. The Petitioners have not shown any provision in the Consent Terms or any other right which gives them the declarations, extension and restraints sought in the Petition.

In view of the foregoing discussion and for the reasons recorded hereinabove, the following order is passed: