# M/S U.P. Rajya Vidyut Utpadan Nigam, Ltd v. M/S Adani Enterprises Ltd. Ahmedabad & Anr

- **Citation:** (2026) 4 ILRA 2222
- **Court:** High Court of Judicature at Allahabad
- **Decided:** 2026-04-09
- **Case number:** Matters Under Article 227 No. 6089 of 2025
- **Bench:** Pankaj Bhatia
- **Source:** https://unisonlegal.in/judgment/allahabad-high-court/m-s-u-p-rajya-vidyut-utpadan-nigam-ltd-v-m-s-adani-enterprises-ltd-ahmedabad-anr-54908
- **Pages:** 22

## Text

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2222 INDIAN LAW REPORTS ALLAHABAD SERIES
25. The contention that such a direction amounts to execution of the impugned order is
misconceived. The Tribunal has not directed payment of the entire revised rent but only 50 percent
thereof, strictly in conformity with the statutory requirement. The grant of interim protection is
conditional upon such compliance and is in the nature of an equitable arrangement to balance
competing interests.

26. The supervisory jurisdiction of this Court under Article 227 of the Constitution of India
is confined to cases of patent illegality, perversity, or jurisdictional error. The impugned order does
not suffer from any such infirmity. On the contrary, it reflects a correct and purposive construction
of the statutory provision and a balanced exercise of jurisdiction.

27. The petition lacks merit and is, accordingly, dismissed.
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(2026) 4 ILRA 2222
ORIGINAL JURISDICTION
CIVIL SIDE
DATED: LUCKNOW 09.04.2026

BEFORE

THE HON'BLE PANKAJ BHATIA, J.

Matters Under Article 227 No. 6089 of 2025
Connected With
Matters Under Article 227 No. 5333 of 2025

M/S U.P. Rajya Vidyut Utpadan Nigam, Ltd. ...Petitioner
Versus
M/S Adani Enterprises Ltd. Ahmedabad & Anr. ...Respondents

Issues for Consideration
(i) Whether an arbitral award passed against a Special Purpose Vehicle (SPV) can be executed against its
constituent shareholders who were neither signatories to the arbitration agreement nor parties to the arbitral
proceedings?
(ii) Whether, in execution proceedings under Section 36 of the Arbitration and Conciliation Act, 1996 read with
Order XXI Rule 11 of the Code of Civil Procedure, 1908, the executing Court is competent to implead persons
other than the judgment-debtor and enforce the arbitral award against them?
(iii) Whether the expression "persons claiming under them" occurring in Section 35 of the Arbitration and
Conciliation Act, 1996 permits enforcement of an arbitral award against non-signatories by invoking the
doctrines of alter ego, lifting of the corporate veil or group of companies?
(iv) Whether, in the facts of the case, the constituent companies of the SPV could be treated as persons
claiming under the award-debtor so as to render them liable for satisfaction of the arbitral awards?

Headnotes
Arbitration and Conciliation Act, 1996 - Sections 35 and 36 - Execution of arbitral award -
Enforcement against non-signatories - Scope of expression "persons claiming under them".

HELD: Section 35 of the Arbitration and Conciliation Act, 1996 gives finality and binding effect to an arbitral
award not only against the parties to the arbitration agreement but also against persons claiming under them.
The expression is of wider import than the expression "party" defined under Section 2(h) of the Act and
4 All. M/S U.P. Rajya Vidyut Utpadan Nigam Vs. M/s Adani Enterprises Ltd. Ahmedabad & Anr.
2223
enables enforcement of an award against a person whose legal capacity or position is derived from, and is
identical with, that of a party to the arbitral proceedings. Mere absence from the arbitral proceedings is not
decisive if the statutory test embodied in Section 35 is otherwise satisfied. [Paras 57 to 59]

Arbitration and Conciliation Act, 1996 - Sections 35 and 36 - Code of Civil Procedure, 1908 -
Order XXI Rule 11 - Execution proceedings - Impleadment of persons against whom execution
is sought.

HELD: By virtue of Section 36 of the Arbitration and Conciliation Act, 1996, an arbitral award is enforceable in
the same manner as a decree of a civil court. Order XXI Rule 11 CPC expressly contemplates disclosure of the
name of the person against whom execution is sought. Accordingly, where the decree-holder establishes that
a person is liable under Section 35 of the Act as one claiming under the award-debtor, the executing court is
not denuded of jurisdiction to examine such plea merely because that person was not formally arrayed before
the arbitral tribunal. [Paras 53 to 58]

Company Law - Separate corporate personality - Alter ego - Lifting of corporate veil - General
principle.

HELD: The doctrine of separate corporate personality remains the fundamental rule and the liabilities of a
company cannot ordinarily be fastened upon its shareholders or constituent companies. However, the
corporate veil may be lifted in exceptional situations recognised by law, including where the company is a
mere façade, cloak or alter ego, or where justice so requires having regard to the statutory scheme, the
realities of the commercial arrangement and the conduct of the parties. The applicability of the doctrine
depends upon the facts of each case. [Paras 55 to 59]

Arbitration and Conciliation Act, 1996 - Section 35 - Domestic arbitral award - Binding effect
- "Persons claiming under them" - Scope.

HELD: The expression "persons claiming under them" occurring in Section 35 of the Arbitration and
Conciliation Act, 1996 is wider than the expression "party" defined under Section 2(h) of the Act. The
provision extends the binding effect of a domestic arbitral award not only to the parties to the arbitration
agreement but also to persons whose legal capacity or position is derived from, and is the same as, that of a
party. Whether a non-signatory falls within the ambit of Section 35 depends upon the facts of each case and
the source from which such person derives its rights and obligations. Mere non-participation in the arbitral
proceedings is not conclusive of the issue. [Paras 57 to 59]

Arbitration and Conciliation Act, 1996 - Sections 35 and 36 - Execution of arbitral award -
Non-signatories - Special Purpose Vehicle (SPV) - Alter ego - Lifting of corporate veil.

HELD: Where the materials on record establish that the Special Purpose Vehicle (SPV) was incorporated
exclusively to implement the project allotted to its constituent companies; had no independent business or
commercial existence; its affairs, management and finances were completely controlled by the constituent
companies; and the constituent companies themselves acknowledged liability arising out of the arbitral awards
in their financial statements, the Commercial Court was justified in holding that the constituent companies
answered the description of persons claiming under the award-debtor within the meaning of Section 35 of the
Arbitration and Conciliation Act, 1996. In such exceptional circumstances, invocation of the doctrine of alter
ego and lifting of the corporate veil to enforce the arbitral awards against the constituent companies did not
amount to travelling beyond the arbitral awards. [Paras 60 to 84]

Arbitration and Conciliation Act, 1996 - Section 35 - Non-signatory - Post-award stage -
Distinction between reference to arbitration and enforcement of award.
HELD: The principles governing impleadment of a non-signatory at the stage of reference to arbitration are
distinct from those governing enforcement of an arbitral award. While questions concerning existence of an
2224 INDIAN LAW REPORTS ALLAHABAD SERIES
arbitration agreement arise at the pre-reference stage, Section 35 specifically governs the binding effect of a
domestic arbitral award after its pronouncement. Consequently, precedents dealing with appointment of
arbitrators or reference of disputes to arbitration cannot be mechanically applied while considering
enforcement of an award against a person claiming under a party. [Paras 57 to 74]

Arbitration and Conciliation Act, 1996 - Sections 35 and 36 - Execution of arbitral award -
Executing Court - Jurisdiction.

HELD: The executing court does not travel beyond the arbitral award merely because it examines whether a
person sought to be proceeded against falls within the expression "persons claiming under" the judgmentdebtor under Section 35 of the Act. Such enquiry is incidental to enforcement of the award and does not
amount to modification or enlargement of the arbitral award. [Paras 53 to 74]

Constitution of India - Article 227 - Arbitration and Conciliation Act, 1996 - Sections 35 and 36
- Supervisory jurisdiction - Interference with execution orders.
HELD: The jurisdiction of the High Court under Article 227 of the Constitution is supervisory and not
appellate. Where the Commercial Court has correctly appreciated the statutory scheme under Sections 35 and
36 of the Arbitration and Conciliation Act, 1996, examined the material placed before it, and recorded a
reasoned finding that the constituent companies of the Special Purpose Vehicle (SPV) were liable as persons
claiming under the award-debtor, no patent illegality, jurisdictional error or perversity warranting interference
under Article 227 is made out. [Paras 75 to 84]

Both petitions dismissed. Orders dated 31.07.2025 and 29.08.2025 passed by the Commercial Court-I,
Lucknow in Execution Case Nos. 277 of 2021 and 383 of 2023 upheld. (E-14)

Case Law Cited
Topanmal Chhotmal v. Kundomal Gangaram, AIR 1960 SC 388 - relied on; Meenakshi Saxena v.
ECGC Ltd., (2018) 7 SCC 479 - referred to; Sanwarlal Agarwal v. Ashok Kumar, (2023) 7 SCC
307 - referred to; Dhanush Vir v. Dr. Ila Sharma, 2024 SCC OnLine All 3693 - referred to; V.K.
Uppal v. Akshay International Pvt. Ltd., 2010 SCC OnLine Del 538 - referred to; Anirban Roy and
Another v. Ram Krishna Gupta, 2017 SCC OnLine Del 12867 - referred to; Electronics
Corporation of India Ltd. v. Secretary, Revenue Department, Government of Andhra Pradesh,
(1999) 4 SCC 458 - relied on; Meekin Transmission Ltd. v. State of U.P., 2008 SCC OnLine All
161 - relied on; Ansal Crown Heights Ltd. v. Ansal Crown Infrabuild Pvt. Ltd., 2026 INSC 51 -
referred to; Rakesh Mahajan v. State of U.P., 2019 SCC OnLine All 4766 - referred to; Balwant
Rai Saluja v. Air India Ltd., (2014) 9 SCC 407 - relied on; Ajay Gupta v. Amit Sales, 2025 SCC
OnLine Del 4703 - referred to; Sudhir Gopal v. Indira Gandhi National Open University, 2017
SCC OnLine Del 8345 - referred to; Cox and Kings Ltd. v. SAP India Pvt. Ltd. and Another,
(2024) 4 SCC 1 - relied on; Cheran Properties Ltd. v. Kasturi and Sons Ltd., (2018) 16 SCC 413
- relied on; Mitsui O.S.K. Lines Ltd. v. Orient Ship Agency Pvt. Ltd. and Another, 2020 SCC
OnLine Bom 217 - distinguished; Bhatia Industries and Infrastructure Ltd. v. Asian Natural
Resources (India) Pvt. Ltd. and Others, 2016 SCC OnLine Bom 10695 - relied on; M/s Rana
Chairs v. Director General (Town Planning), K.M.C. and Another, 2022 SCC OnLine Cal 3355 -
relied on; Shapoorji Pallonji and Co. Pvt. Ltd. v. RattanIndia Power Ltd., 2021 SCC OnLine Del
3688 - referred to; Life Insurance Corporation of India v. Escorts Ltd., (1986) 1 SCC 264 -
relied on; State of U.P. and Others v. Renusagar Power Co. and Others, (1988) 4 SCC 59 - relied
on; Manohar Lal Sharma v. Principal Secretary and Others, Writ Petition (Criminal) No. 120 of
2012 - referred to.

List of Acts / Statutes
Constitution of India; Arbitration and Conciliation Act, 1996; Code of Civil Procedure, 1908; Companies Act,
2013; Coal Mines (Special Provisions) Act, 2015.
4 All. M/S U.P. Rajya Vidyut Utpadan Nigam Vs. M/s Adani Enterprises Ltd. Ahmedabad & Anr.
2225
List of Keywords
Arbitral award; Execution; Commercial Court; Persons claiming under; Special Purpose Vehicle (SPV); Separate
corporate personality; Alter ego; Lifting of corporate veil; Group of companies doctrine; Non-signatory;
Domestic arbitral award; Execution proceedings.

Case Arising From
Order dated 29.08.2025 passed by the Commercial Court-I, Lucknow in Execution Case No. 383 of 2023,
M/s Adani Enterprises Ltd. v. UCM Coal Company and Others; and order dated 31.07.2025 passed in
Execution Case No. 277 of 2021, M/s Adani Enterprises Ltd. v. UCM Coal Company and Others.

Appearance for Parties
For the Appellants: Shri K.M. Nataraj, learned Additional Solicitor General, assisted by Shri
Pritish Kumar, learned Additional Advocate General, Shri Suyash Manjul, Shri Vibhanshu
Srivastava and Shri Sharath Nambiar.
For the Respondents: Shri Vikram Nankani, learned Senior Advocate, assisted by Shri Pranjal
Krishna, Shri Abhishek Dwivedi and Shri Sumeet Nankani.

(Delivered by Hon'ble Pankaj Bhatia, J.)

1. Writ Petition being Matters Under Article 227 No.6089 of 2025 has been filed by the
petitioners challenging the order dated 29.08.2025 passed by learned Commercial Court I,
Lucknow in Execution Case No.383 of 2023 (M/s Adani Enterprises v. UCM Coal Company and
Ors.) whereby objections filed by the petitioners have been rejected in respect of the execution
sought by respondent no.1 for execution of the final arbitral award dated 20.11.2018.

Writ Petition being Matters Under Article 227 No.5333 of 2025 has been filed by the
petitioners against the order dated 31.07.2025 passed by learned Commercial Court I, Lucknow
in Execution Case No.277 of 2021 (M/s Adani Enterprises v. UCM Coal Company and Ors.)
whereby the objections of the petitioners were dismissed. The said execution proceedings were
initiated by respondent no.1 for execution of the interim award dated 31.01.2017.

2. As the facts and issues are same and the parties are also same, both the petitions are
being decided together by this common judgment.

3. For the sake of brevity, facts of Writ Petition being Matters Under Article 227 No.6089
of 2025 are being recorded for deciding the matters.

FACTS OF THE CASE :

4. Ministry of Coal invited bids for allocation of coal mines and petitioner nos.1, 2 & 3
being desirous of participating applied and were allocated coal mines at Chandipada I and
Chendipada II coal blocks at Odisha vide allocation dated 25.07.2007 (Annexure 2). In terms
of the allocation letter, the allottees were entitled to float a company for excavation and
development of the coal block and in pursuance to the said provision, the petitioner nos.1, 2 & 3
formed a company known as UCM Coal Company Ltd. (hereinafter referred to as SPV). The
petitioner nos.1, 2 & 3 were the shareholders in the percentage in which they were allotted the coal
blocks by the Ministry of Coal. Copy of the Articles of Association of the SPV are on record as
2226 INDIAN LAW REPORTS ALLAHABAD SERIES
Annexure 3. It also bears from record that a share holder agreement was executed inter se in
between petitioner nos.1, 2 & 3 on 11.11.2008 (Annexure 4) which specified the manner in
which a company (SPV) would be incorporated.

5. The SPV respondent no.2 herein floated a request for proposal on 27.09.2009
through an international competitive bidding for selection of suitable mine operator for the coal
mines located at Chendipada I and II. Respondent No.1 was desirous of obtaining the contract and
submitted its bid and was selected as successful for which a Letter of Award dated 27.10.2010 was
issued by the SPV to respondent no.1 (Annexure 5). Subsequently, a mining contract dated
05.02.2011 was also entered into inter se between respondent no.1 and respondent no.2 (Annexure
 6). The said agreement also contained an arbitration clause.

6. It is claimed that after the issuance of Letter of Award several work contracts and subcontracts were issued by respondent no.1 which according to the petitioners, were in violation of
the agreement.

7. It is on record that subsequently the Honble Supreme Court while hearing the matters
with regard to allegations of improper allocation of coal mines and ultimately the Honble
Supreme Court in the case of Manohar Lal Sharma v. The Principal Secretary & Ors.; Writ
Petition (Criminal) No.120 of 2012 set aside the entire coal block allotments and vide its judgment
dated 24.09.2014 entire 204 coal blocks were de-allocated. After the cancellation of the coal
blocks, mining contract dated 05.02.2011 became impossible to perform and respondent no.1 raised
claims through letter/notice dated 28.02.2015 for restitution of the expenses and cost incurred by
them towards performance of the obligations under the contract. The said letter/notice dated
28.02.2015 is on record as Annexure 7.

8. In view of the dispute arising inter se in between respondent no.1 and respondent no.2,
the same was referred to the Arbitral Tribunal comprising of three arbitrators who entered into the
reference of the dispute in between respondent no.1 and respondent no.2. Before the Arbitral
Tribunal, respondent no.1 moved an application for interim award for payment of Rs.73.94 crores
which was granted in favour of respondent no.1 against respondent no.2 on 31.01.2017.
Subsequently, the Arbitral Tribunal proceeded and ultimately a final award came to be passed on
20.11.2018 in favour of respondent no.1 against respondent no.2. The interim award and the final
award are contained in Annexures 8 & 9. The final award dated 20.11.2018 was challenged
before the Commercial Court under Section 34 of Arbitration and Conciliation Act (hereinafter
referred to as the Act) which was dismissed on 31.03.2023. The said order of dismissal came to
be challenged before the High Court under Section 37 of the Act in an appeal being Appeal Under
Section 37 of Arbitration and Conciliation Act 1996 No. - 52 of 2023. Subsequently, it bears from
record that the said appeal also came to be dismissed on 23.09.2025 and SLP preferred by
respondent no.2 was dismissed on 19.01.2026.

9. It also bears from record that the interim award passed in favour of respondent no.1 on
31.01.2017 was never challenged by respondent no.2 through separate objections under Section 34
and in fact, a partial payment out of the said amount awarded has also been paid by respondent no.2
in the execution proceedings. Respondent no.1 ultimately preferred an execution of the interim
4 All. M/S U.P. Rajya Vidyut Utpadan Nigam Vs. M/s Adani Enterprises Ltd. Ahmedabad & Anr.
2227
award dated 31.01.2017 through an application filed under Order XXI Rule 11 read with Section
151 of CPC and Section 37 of the Act on 29.09.2021 which was registered as Execution Case
No.277 of 2021 before the Commercial Court, Lucknow.

Similarly, respondent no.1 filed a separate execution case being Execution Case No.383 of
2023 seeking execution of the final award dated 20.11.2018. In the said execution cases, apart from
respondent no.2, the petitioners who were the constituents of the SPV (respondent no.2) were also
arrayed as judgment debtors.

As both the execution cases were being heard together, the petitioners herein filed an
application seeking deletion of their names in in Execution Case No.277 of 2021 which came to be
rejected on 22.05.2023.

10. The petitioners preferred a writ petition being Matters Under Article 227 No.3254 of
2025 challenging the order dated 22.05.2023 which came to be decided finally on 09.01.2025
whereby the writ Court refused to interfere with the order and gave liberty to the parties to raise all
the pleas available to them in the execution proceedings which was directed to be decided in
accordance with law.

11. The petitioners herein filed detailed objections in Execution Case No.383 of 2023
which are on record as Annexures 13, 14 & 15. The decree holder/respondent no.1 filed its
objection to the objections filed by petitioner nos.1, 2 & 3 through replies dated 27.05.2025
(Annexures 16 & 17). Learned Commercial Court finally decided the execution case on
29.08.2025 and the objections filed by the petitioners were rejected and orders were passed against
the petitioners to satisfy the award. The said order dated 29.08.2025 is under challenge in the
present proceedings.

ARGUMENTS :

12. In the backdrop of the facts, in brief as narrated above, Shri K M Nataraj, learned
A.S.G. assisted by Shri Pritish Kumar, learned A.A.G., Shri Suyash Manjul, Shri Vibhanshu
Srivastava and Shri Sharath Nambiar, learned counsel(s) argued and submitted his written
submission in terms of the directions given by this Court.

13. It is argued that the Commercial Court has erred in directing enforcement of the arbitral
awards (interim as well as final) against the petitioners, even though the said awards were rendered
in proceedings inter se between respondent no.1 and respondent no.2 and the petitioners were not
parties. It is argued that it is well settled that an executing Court cannot go behind the decree. The
Commercial Court has failed to appreciate the settled principles governing the doctrine of alter
ego and lifting of corporate veil as well as limited scope of persons claiming under a
party under Section 35 of the Act as well as the parameters for invoking the doctrine of group
of companies and has erred in directing the enforcement of the award against the petitioners who
were not the parties in the arbitration agreement or the proceedings.
2228 INDIAN LAW REPORTS ALLAHABAD SERIES
14. It is argued that Section 35 of the Act cannot come to the rescue to bind non-signatories
to an arbitration agreement or award by invoking Section 35 of the Act as their scope, foundation
and legal tests are different. The alter ego doctrine to lift or pierce the corporation veil can be
applied only on satisfying the proof of alter ego. It is argued that respondent no.1 for filing the
execution proceedings against the petitioners had argued that petitioner nos.1, 2 & 3 are the
promoters and share holders of respondent no.2 SPV and exercise control over its
management and affairs, and were the initial allottees of the coal blocks and the respondent no.2 is
a mere creature of these three entities, whereas in the present case, three State owned companies
from three different states are the share holders of the company against which the award has been
passed, as such, there could be no alter ego at all.

15. It is argued that only when the company is a facade, sham or instrumentality of another
person or entity, the Court can treat them as one of the same legal personality.

16. It is argued that the doctrine of group of companies is based on the principle that a non
signatory company within the same corporate group may be bound by an arbitration agreement if it
was intended to be part of the transaction which depends on various factors such as common
intention of the parties to bind the group entities, direct participation of the non signatory in the
negotiation, performance or termination of the contract.

17. It is argued that Section 35 of the Act specifies that the award shall be binding on the
parties and the persons claiming under them. The same embodies a statutory concept rather than a
judicial doctrine whereby the binding effect of an arbitral award may be extended to persons who
derive successor or derivative rights from a party to the arbitration.

18. It is argued that before the executing Court, respondent no.1 confined his pleadings
only to the invocation of doctrine of alter ego without there being any pleadings of the foundational
facts and without there being any pleadings of fraud, sham and misuse of the corporate form which
are essential for lifting the corporate veil.

19. It is argued that the execution proceedings are confined to decree holder and the
judgment debtor, and the executing Court cannot widen the scope of decree by impleading
strangers or third parties who are neither the parties to the suit nor bound by the decree and the
impleadment of the third part would amount to granting relief not contemplated by the degree. The
executing Court cannot travel beyond the terms and scope of the decree. The attempt to implead
third party who are neither parties to a suit or bound by the decree is impermissible in law and
amounts to enlarging or modifying the decree.

20. To support the argument that the executing Court is bound by the decree and cannot go
beyond it, reliance is placed upon judgment of the following judgments:

 Topanmal Chhotmal v. Kundomal Gangaram; AIR 1960 SC 388;

 Meenakshi Sadena v. ECGC Limited; (2018) 7 SCC 479;
4 All. M/S U.P. Rajya Vidyut Utpadan Nigam Vs. M/s Adani Enterprises Ltd. Ahmedabad & Anr.
2229
 Sanwarlal Agarwal v. Ashok Kumar; (2023) 7 SCC 307;

 Dhanush Vir v. Dr. Ila Sharma; 2024 SCC OnLine All 3693;

 V.K. Uppal v. Akshay International Pvt.; 2010 SCC OnLine Del 538;

 Anirban Roy and Anr. v. Ram Kishna Gupta; 2017 SCC OnLine Delhi 12867

21. It is argued that the company is separate and distinct legal entity from its shareholders.
It is argued that the shareholders cannot be treated as company and vice versa, and shareholders
cannot be proceeded against for the liabilities of the company, except in situations recognized by
law, and thus, the properties and liabilities of the company are its own and not that of the
shareholders even if the shareholders hold majority of the shareholding. For the said proposition,
reliance is placed upon the following judgments:

 Electronics Corpn. of India Ltd. v. Secy., Revenue Deptt. Govt. of A.P.; (1999) 4 SCC 458

 Meekin Transmission Ltd. v. State of U.P.; 2008 SCC OnLine All 161

22. In support of the submission that doctrine of alter ego and lifting of the veil is
permissible only in exceptional circumstances and not as a rule, reliance is placed upon the
following judgments:

 Ansal Crown Heights v. M/s Ansal Crown Infrabuild; 2026 INSC 51

 Rakesh Mahajan v. State of U.P.; 2019 SCC OnLine All 4766

 Balwant Rai Saluja v. AIR India Limited; (2014) 9 SCC 407

 Ajay Gupta v. Amit Sales; 2025 SCC OnLine Del 4703

 Sudhir Gopal v. IGNO; 2017 SCC OnLine Del 8345

 Cox and Kings Ltd. v. SAP India Private Limited and Anr.; (2024) 4 SCC 1

23. It is argued that the concept of Group of Companies doctrine cannot be invoked at the
execution stage. The said doctrine has no applicability in the present case as petitioners are separate
and independent corporate entities and do not form part of the single economic unit or group
structure. There is no common controlling entity having pervasive control over the day to day
affairs of the petitioners companies. It is also argued that in the absence of the same, the attempt to
invoke Group of Companies doctrine at the execution stage is impermissible. In support of the
same, reliance has been placed on the following judgments:

 Cox & Kings Ltd. v. SAP India Private Limited and Anr.; (2024) 4 SCC 1
2230 INDIAN LAW REPORTS ALLAHABAD SERIES
 Cheran Properties Limited v. Kasturi & Sons; (2018) 16 SCC 413

24. It is argued that the expression claiming under used in Section 35 of the Act is
confined to persons who derive their legal rights or liabilities from arbitration agreement or award
and the said expression cannot be expanded to include independent third parties or group
companies merely on the basis of corporate association and for impleading a party invoking
Section 35 it is essential that the entity must derive its rights and obligation from the party itself.

It is argued that no foundational facts were pleaded before the executing Court to
demonstrate as to how the petitioners could be treated as persons claiming under under Section
35 of the Act. To support his argument, reliance is placed upon the following judgments:

 Cox & Kings Ltd. v. SAP India Private Limited and Anr.; (2024) 4 SCC 1

 Cheran Properites Limited v. Kasturi & Sons; (2018) 16 SCC 413

25. During the course of the argument, although not forming a part of the written
arguments, an attempt was made to argue that the execution of the award was barred by the
provisions of the Coal Mines (Special Provisions) Act, 2015, however, as no pleadings were
existing, the said argument was not pressed very fairly by learned A.S.G. and thus, did not even
form a part of the written arguments.

26. Shri Vikram Nankani, learned Senior Advocate assisted by Shri Pranjal Krishna, Shri
Abhishek Dwivedi and Shri Sumeet Nankani, learned counsel for respondents extensively drew my
attention to the initial bids by petitioner nos.1, 2 & 3 and the events leading to allocation of coal
blocks.

27. It is argued that the coal blocks were jointly allocated to petitioner nos.1, 2 & 3 who
were required to carry out the mining activity and were solely to be used for the benefit of power
stations owned by petitioner nos.1, 2 & 3 only. Mining leases were to be executed by petitioner
nos.1, 2 & 3 and the bank guarantees were also submitted by them. It is argued that respondent no.2
was only an SPV created by petitioner nos.1, 2 & 3 for sole purpose of exploiting the coal blocks
through a shareholders agreement for holding the shares in the ratio of 50%, 31.47% and 18.53%
respectively by petitioner nos.1, 2 & 3.

28. It is also argued that all the Directors were to be appointed by the petitioners and in
fact, the Managing Director of petitioner no.2 is the Chairman of the Board of respondent no.2 and
Managing Director of petitioner no.1 is the Managing Director of respondent no.2. It is argued that
respondent no.2 had no other business except the coal blocks which was allotted to petitioner nos.1,
2 & 3 and its incorporation and end were subject to the sole business of exploiting the coal blocks
to be availed by the petitioners only.

29. It is stated that the Company Secretary of the petitioners and respondent no.2 was the
same and the Letter of Award was marked to the petitioner nos.1, 2 & 3 which is not a common
practice. It is stated that the mining contract was signed on all pages by petitioner nos.1, 2 & 3 in
4 All. M/S U.P. Rajya Vidyut Utpadan Nigam Vs. M/s Adani Enterprises Ltd. Ahmedabad & Anr.
2231
their individual capacities as mine owners. The Directors were to be appointed from petitioner
nos.1, 2 & 3 and the resources were to be used by petitioner nos.1, 2 & 3 only.

30. It is stated that respondent no.2 has no assets, resources or business of its own and
survives and operates solely through the financial infusions and equity contributions made by
petitioner nos.1, 2 & 3, and in fact the cost of arbitration was also borne by petitioner nos.1, 2 & 3.

31. My attention is also drawn to the financial statement wherein the liability arising out of
award are shown as contingent liability in proportion to its shareholding. My attention is also
drawn to the fact that in respect of the petitioner no.3 the auditor had raised certain objections in
respect of contingent liability shown in the balance sheet by them which was clarified subsequently
and accepted.

32. It is argued that in respect of petitioner no.1 in the financial statement for the year 2021
 22, a provision was made that all the three will continue their share in the ratio as agreed for
satisfying the awards in respect of the interim award made. It is argued that in the financial
statement of petitioner no.1 it has been stated that once the coal blocks have been satisfied,
companys winding up proceedings will begin.

33. It is argued that the Company Secretary of petitioner no.1 and respondent no.2 are the
same and operate from the same office, reflecting the clear control over the operations and finances
by petitioner no.1 over respondent no.2 and even the present petition, has been signed by the same
Company Secretary.

34. It is further argued that this Court had formulated four questions of law vide its order
dated 24.09.2025 in writ petition being Mattes Under Article 227 No.5333 of 2025 to be decided,
however, as the issues are identical, the same are being answered collectively.

35. It is argued that the arbitral award can be executed between a party which is not party
to the arbitral proceeding and the executing Court has the power to lift the corporate veil by
execution of an award against non-parties. As respondent no.2 the SPV is nothing but an alter
ego of the petitioners which is recognized both under Section 35 of the Act as well as Order XXI
Rule 11 and Order XXI Rule 41 of CPC. Reliance is placed upon the judgment of the Cheran
Properties Ltd. v. Kasturi & Sons; (2018) 16 SCC 413.

36. It is argued that in terms of the mandate of Order XXI Rule 11 of CPC, there is a
provision for including the name of the persons against whom the execution of the decree is sought
and in terms of the mandate of Order XXI Rule 41 of CPC, a decree holder has a right to apply for
examination of not only the judgment debtor but also any other person to ascertain whether the
judgment debtor has means to satisfy the decree.

37. It is also argued that under the Act, the binding nature of the domestic arbitral award
differs from that of a foreign arbitral award. While the former is governed by Part I of the said Act,
latter is governed by Part II. Section 35 of the Act falls under Part I, which is reproduced in the
later part of the judgment.
2232 INDIAN LAW REPORTS ALLAHABAD SERIES
38. It is argued that language of Section 35 differs from Section 46 which falls under Part
II and reads as under:

 "46. When foreign award binding-Any foreign award which would be enforceable
under this Chapter shall be treated as binding for all purposes on the persons as between whom it
was made, and may accordingly be relied on by any of those persons by way of defence, set off or
otherwise in any legal proceedings in India and any references in this Chapter to enforcing a
foreign award shall be construed as including references to relying on an award."

39. In the light of the said, it is argued that while a foreign award under Section 46 of the
Act only binds the parties to the arbitral proceedings, the domestic award issued under Part I of the
Act not only binds the parties to the arbitral proceedings but also the persons claiming under them.

40. It is argued that in view thereof, reliance of the petitioner, during argument, on the
judgment of Mitsui OSK Lines Ltd. (Japan) v. Orient Ship Agency Pvt. Ltd. & Anr.; 2020 SCC
OnLine Bom 217 is wholly misplaced as the same arose in respect of a foreign award governed by
Section 46 of the Act and not Section 35.

41. Learned counsel for the respondents places reliance on the judgment of the Supreme
Court in respect of Section 35 in the case of Cheran Properties Ltd. (supra) wherein the following
was recorded:

 29.The decision inIndowind[Indowind Energy Ltd.v.Wescare (India) Ltd.,
(2010) 5 SCC 306 : (2010) 2 SCC (Civ) 397] arose from an application under Section 11 of the
Arbitration and Conciliation Act, 1996. Indowind was not a signatory to the contract and was held
not to be a party to the agreement to refer disputes to arbitration.Indowind[Indowind Energy
Ltd.v.Wescare (India) Ltd., (2010) 5 SCC 306 : (2010) 2 SCC (Civ) 397] held that an
application under Section 11 was not maintainable. The present case does not envisage a situation
of the kind which prevailed before this Court inIndowind[Indowind Energy Ltd.v.Wescare
(India) Ltd., (2010) 5 SCC 306 : (2010) 2 SCC (Civ) 397] . The present case relates to a post
award situation. The enforcement of the arbitral award has been sought against the appellant on
the basis that it claims under KCP and is bound by the award. Section 35 of the Arbitration and
Conciliation Act, 1996 postulates that an arbitral award shall be final andbinding on the
parties and persons claiming under themrespectively (emphasis supplied). The expression
claiming under, in its ordinary meaning, directs attention to the source of the right. The
expression includes cases of devolution and assignment of interest (Advanced Law Lexicon by P.
Ramanatha Aiyar[ 3rd Edn., Vol. I, p. 818.] ). The expression persons claiming under them in
Section 35 widens the net of those whom the arbitral award binds. It does so by reaching out not
only to the parties but to those who claim under them, as well. The expression persons claiming
under them is a legislative recognition of the doctrine that besides the parties, an arbitral award
binds every person whose capacity or position is derived from and is the same as a party to the
proceedings. Having derived its capacity from a party and being in the same position as a party to
the proceedings binds a person who claims under it. The issue in every such a case is whether the
person against whom the arbitral award is sought to be enforced is one who claims under a party
to the agreement.
4 All. M/S U.P. Rajya Vidyut Utpadan Nigam Vs. M/s Adani Enterprises Ltd. Ahmedabad & Anr.
2233
 31.The submission which was urged on behalf of the appellant, proceeds on the basis
that since the appellant was not impleaded as a party to the arbitral proceedings, proceedings for
the enforcement of the award will not lie against it. This line of submissions clearly misses the
central facet of Section 35, which is that a person who claims under a party is bound by the award.
The fact that the appellant was not a party to the arbitral proceedings will not conclude the
question as to whether the award can be enforced against it on the ground that it claims under a
party. Essentially, the Court is called upon to consider whether the test embodied in Section 35 is
fulfilled in the present case, so as to bind the appellant.

42. Reliance is also placed upon the judgment of the Division Bench of the Bombay High
Court in the case of Bhatia Industries & Infrastructure Limited v. Asian Natural Resources
(India) Pvt. Ltd. & Ors.; 2016 SCC OnLine Bom 10695 to argue that the corporate veil can be
pierced in execution proceedings also in situations where a view is formed that the company is a
creature of the group and the mask which is held before its face is an attempt to avoid recognition
by the eye of equity or is a mere cloak or sham and in truth the business was being carried on by
one person and not by the company as a separate entity.

It is argued that the judgment of the Bhatia Industries (supra) was not interfered in the SLP,
although, in the order passed by the Honble Supreme Court it was recorded that the question of
law was kept open.

43. Reliance is also placed upon judgment of the Calcutta High Court in the case of M/s
Rana Chairs v. Director General (Town Planning) K.M.C. & Anr.; 2022 SCC OnLine Cal 3355
wherein the application for impleadment of the person as judgment debtor was allowed. Relevant
paragraph of the said judgment is reproduced herein below:

 "12. Filing an appeal by the Kolkata Municipal Corporation to set aside the ex-parte
decree on the grounds whatsoever shows that though Kolkata Municipal Corporation was not eo
nomine party but interested in such right, that means the other persons i.e. Kolkata Municipal
Corporation and the Commissioner of Kolkata Municipal Corporation must come under the same
title as those represented by names. The reason is that, if we read the provisions of Code of Civil
Procedure in a technical or a restricted sense then the difficulty would be that the persons who are
really entitled to the benefits of a decree or persons who are really burdened by a decree would
escape the benefit or a liability under the decree and, therefore, the decree would be in-fructuous."

44. It is reiterated by learned counsel for the respondents that from the Memorandum of
Association of respondent no.2 it is clear that the same was incorporated as a vehicle for the
purpose of exploiting coal for the power plant owned by the petitioners, and for their benefits,
rights and entitlements and respondent no.2 has no independent business or existence of its own.
The main object of the company respondent no.2 as per their Memorandum of Association is
as under:

 "A. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS
INCORPORATION ARE:-
2234 INDIAN LAW REPORTS ALLAHABAD SERIES
 1. The Company shall be primarily in the business of implementing the joint-venture
project between UPRVUNL MAHAGENCO CMDC for the purpose of exploitation and
share the output from the blocks of coal mines allotted by the Government of India, in a manner
that is conductive, for the captive consumption of the joint venture partners."

45.