O.P.(C) Nos.963/2019 & 1227/2019

**O.P.(C) Nos.963/2019 & 1227/2019** 1 **IN THE HIGH COURT OF KERALA AT ERNAKULAM** ## **PRESENT** ## **THE HONOURABLE MR. JUSTICE SUNIL THOMAS** **WEDNESDAY, THE 20TH DAY OF NOVEMBER 2019 / 29TH KARTHIKA, 1941** ## **OP(C).No.963 OF 2019** **AGAINST THE ORDER/JUDGMENT IN ARBA 1/2018 OF ADDITIONAL DISTRICT COURT & SESSIONS COURT - IV, KOZHIKODE** **AGAINST THE ORDER IN IA NO.2994/2018 IN OS 462/2018 OF ADDITIONAL MUNSIFF COURT ,KOZHIKODE-I** ## **PETITIONER/S:** - **1 M/S.EARTH AND AIR FILMS PRIVATE LIMITED, REGISTERED OFFICE AT DOOR NO.16/70(1), HARISHANKAR ROAD, THAREKKAD VILLAGE, PALAKKAD DISTRICT 678001, REP.BY ITS MANAGING DIRECTOR, MR.V.A SHRIKUMAR.** **2 V.A. SHRIKUMAR, S/O. LATE ARAVINDAKSHA MENON, DOOR NO.IV/725, KRISHNA SREE, VELLOLI, PUTHOOR VILLAGE AND P.O, PALAKKAD DISTRICT-678001.** **BY ADVS. SRI.P.S.BIJU SRI.K.ANAND** ## **RESPONDENT/S:** **1 M.T.VASUDEVAN NAIR S/O. LATE NARAYANAN NAIR, SITHARA, KOTTARAM ROAD, KACHERI AMSOM AND DESOM, KOZHIKODE TALUK AND DISTRICT-673006.** **R1 BY ADV.SRI.N.SUBRAMANIAN R1 BY ADV.SRI.M.S.NARAYANAN R1 BY ADV.SMT.USHA NARAYANAN** **THIS OP (CIVIL) HAVING BEEN FINALLY HEARD ON 03-10-2019, ALONG WITH OP(C).1227/2019, THE COURT ON 20-11-2019 DELIVERED THE FOLLOWING:** **O.P.(C) Nos.963/2019 & 1227/2019** 2 ## **IN THE HIGH COURT OF KERALA AT ERNAKULAM** ## **PRESENT** ## **THE HONOURABLE MR. JUSTICE SUNIL THOMAS** **WEDNESDAY, THE 20TH DAY OF NOVEMBER 2019 / 29TH KARTHIKA, 1941** ## **OP(C).No.1227 OF 2019** **AGAINST THE ORDER/JUDGMENT IN ARBA 1/2018 OF ADDITIONAL DISTRICT COURT & SESSIONS COURT - IV, KOZHIKODE .AGAINST THE ORDER IN IA NO.2994/2018 IN OS 462/2018 OF ADDITIONAL MUNSIFF COURT ,KOZHIKODE-I** ## **PETITIONER/S:** **M.T.VASUDEVAN NAIR AGED 86 YEARS NOVELIST, S/O. LATE SHRI T. NARAYANAN NAIR, RESIDING AT 'SITHARA', KOTTARAM ROAD, KACHERI VILLAGE, AMSOM AND DESOM, KOZHIKODE TALUK AND DISTRICT - 673 006** **BY ADVS. SRI.N.SUBRAMANIAM SRI.M.S.NARAYANAN SRI.P.T.GIRIJAN SMT.USHA NARAYANAN SRI.K.B.SIVARAMAKRISHNAN SRI.M.AKSHAY KAMATH** ## **RESPONDENT/S:** **1 EARTH AND AIR FILMS PVT.LTD DOOR NO.16/70 (1), HARISANKAR ROAD, THAREKKAD VILLAGE, PALAKKAD DISTRICT - 678 001. REPRESENTED BY ITS MANAGING DIRECTOR - MR. V. A. SREEKUMAR 2 MR. V. A. SREEKUMAR AGED 50 YEARS S/O. SHRI ARAVINDAKSHA MENON, RESIDING AT DOOR NO.IV/725, 'KRISHNA SREE', VELLOLI, PUTHUR VILLAGE AND P. O., PALAKKAD DISTRICT - 678 001.** **THIS OP (CIVIL) HAVING BEEN FINALLY HEARD ON 03-10-2019, ALONG WITH OP(C).963/2019, THE COURT ON 20-11-2019 DELIVERED THE FOLLOWING:** **O.P.(C) Nos.963/2019 & 1227/2019** 3 ## **JUDGMENT** ## **[ OP(C).963/2019, OP(C).1227/2019 ]** By these original petitions, plaintiff and defendants in O.S.No.462/2018 of Addl. Munsiff Court - I, Kozhikode assail the Judgment in Arb.Appeal No.1/2018 dated 15/3/2019 of the Additional District Court, Kozhikode. 2. The facts pleaded in the plaint in a nut shell is as follows: Plaintiff is the author of the classic Malayalam Novel titled “Randamoozham”. Defendants approached the plaintiff with an offer to produce a film based on the said novel and expressed their willingness to buy the exclusive rights of the novel for the said purpose. Plaintiff agreed to it, subject to certain terms and conditions, which were entered into a Memorandum of Understanding (hereinafter referred to as the MOU for short) dated 22/8/2014. As per the terms of the MOU, the rights to produce motion picture in Malayalam, English and Hindi on the basis of novel and exploiting the same through media and other channels were assigned to the defendants . As per the terms, it was also agreed that the project was to be completed within a period of three years from the date of signing the agreement, which was to be executed between the **O.P.(C) Nos.963/2019 & 1227/2019** 4 parties within a period of 60 days from the date of execution of MOU. Time was agreed as the essence of the agreement. Accordingly, an agreement was executed on 30/12/2014. Under the agreement, the plaintiff undertook to prepare the script of the novel in Malayalam and English and in consideration, defendants agreed to pay the consideration, as per a payment schedule. Plaintiff handed over the Malayalam and English scripts within time. However, the defendants failed to pay the entire consideration. The plaintiff alleged that thereafter the defendants failed to fulfill their obligation, causing substantial loss to the plaintiff. Plaintiff had an ambition to see his classic work of Art on celluloid, during his life time. Since the defendants failed in fulfilling their part of agreement, plaintiff caused to issue a lawyer notice dated 2/7/2018. It was informed that the MOU and the agreement stood terminated due to the default on the part of the defendants. Notice was accepted by the defendants but were not responded. Hence, suit was filed for a declaration that MOU and agreement entered into between the plaintiff and defendants stood terminated and the defendants were to be restrained by a decree of permanent prohibitory injunction from making use of MOU and agreement and further for a decree of mandatory injunction to the defendants return the English and Malayalam script of “Randamoozham” in type written and electronic formats. **O.P.(C) Nos.963/2019 & 1227/2019** 5 3. Defendants appeared and filed I.A.No.2994/2018 invoking Section 8 of the Arbitration and Conciliation Act. Contention of the defendants was that in the MOU and in the agreement, there was a valid arbitration clause to the effect that disputes or differences that arise between the parties shall be resolved through Arbitration in accordance with Clause 7 of MOU and Clause 16 of the agreement. Hence, the defendants requested the Court to stop the proceedings and to refer the parties to Arbitration. 4. Plaintiff filed a detailed objection to the petition contending that there was no arbitrable dispute pending between parties and the relief sought in the suit was one which could not be granted by the arbitrator and was one which could be granted only by a civil court . The MOU and the agreement have ceased to exist by efflux of time and by the breach of the terms and non-compliance on the side of the defendants. As per clauses 6 and 17 of MOU and agreement, if breach was committed by one party and was not remedied within 30 days from the date of notice by other party, MOU and agreement shall stand terminated. 5. The trial court, by its order in IA No.2994/2018 accepted the contentions of the plaintiff and dismissed the application. That was assailed by the defendants in Arb.appeal No.1/2018. The Additional District Court-IV by the impugned judgment dismissed the appeal. This is assailed by the defendants in O.P.(C) No.963/2019. To the **O.P.(C) Nos.963/2019 & 1227/2019** 6 extent of the finding of the lower appellate court, by which the conclusion of the lower court that no dispute was pending between the parties was reversed, the plaintiff has filed O.P.(C) No.1227/2019. 6. Basic facts are not in dispute. The short point that arises for consideration is whether there existed an arbitrable dispute between parties for invoking section 8 of the Arbitration and Conciliation Act. Before proceeding further, it is essential to refer to clauses 6 and 7 of MOU. Cl. 6: If either parties commit breach of any terms and conditions of this Memorandum of Understanding and the defaulting party fails to remedy the breach within the notice period of Thirty(30) days given by the other Party, this Memorandum of Understanding shall stand terminated with immediate effect. Cl.7. In case any dispute or differences arise as between M.T.and the Earth and Air, out of this Memorandum of Understanding, the same shall be settled through mutual consultation and if it could not be settled by mutual consultation, the same shall be referred to arbitration and the same shall be governed by the Arbitration and Conciliation Act, 1996 for the time being in force. The venue of such arbitration shall be at Kozhikode . ## 7. Identical provision was incorporated in the agreement dated **O.P.(C) Nos.963/2019 & 1227/2019** 7 30/12/2014. Clause 7 of the MOU which corresponds to Clause 16 of the agreement provides for arbitration , if any dispute arises between the parties. However, clause 6 of MOU which corresponds to clause 17 of agreement provides that if either parties commit breach of any of the terms and conditions of the agreement and the defaulting party fails to remedy the breach within a period of 30 days given by the other party, the MOU and the agreement will stand terminated. According to the plaintiff, due to the breach of terms committed by the defendants and the non compliance of terms of agreement, the MOU and agreement stood terminated. According to the plaintiff, three year period expired on 29/12/2017. In the notice, the plaintiff had informed that agreement stood terminated and offered to return the money received. A reply was sent belatedly after the plaint was laid. Hence, the plaintiff contended that there was scope for arbitration only if an arbitrable dispute existed. 8. The trial court on the basis of the settled legal position in _**Branch Manager, Magma Leasing and Finance Ltd. And another v. Potluri Madhavilata and another ( (2009) 10 Supreme Court Cases 103), Today Homes & Infrastrucure (P) Ltd v. Ludhiana Improvement Trust and Another ((2014) 5 Supreme Court Cases**_ _**68)**_ and _**Ashapura Mine-Chem Limited v. Gujarat Mineral Development Corporation ( (2015) 8 Supreme Court Cases 193)**_ noted that merely because the agreement between the parties have **O.P.(C) Nos.963/2019 & 1227/2019** 8 come to an end, for any reasons whatsoever, arbitration clause does not extinguish and can continue or survive for the purpose of resolution of dispute arising in “respect of “ or “ with regard to “ or “under” the contract. However, applying the above principle to the facts of the present case, the trial court held that Clause 16 enabled the parties to work out their dispute, if any existed. The defendants did not invoke it. The plaintiff by the lawyer notice informed that the agreement stood terminated. He offered to return the money paid and demanded the return of the script. The lawyer notice clearly indicated that the plaintiff did not raise any dispute in respect of or with regard to or “under” the contract. Defendants did not raise any objection to the notice, nor did they raise any dispute. Even in the reference application the defendants did not disclose what the dispute was. On these facts, the trial court held that no dispute existed and consequently no arbitration agreement which warranted exercise of jurisdiction under section 8 of the Arbitration and Conciliation Act, existed. 9. The trial court further relied on the decision in _**Booz Allen**_ _**and Hamilton Inc. v. SBI Home Finance Limited and Others [(2011) 5 Supreme Court Cases 532]**_ to hold that, while considering an application under section 8 of the Arbitration and Conciliation Act, the Court has to consider all aspects of arbitrality. Considering it in the facts of the case, the court concluded that the relief of **O.P.(C) Nos.963/2019 & 1227/2019** 9 declaratory relief sought for in the suit has the nature of a right in rem which cannot be referred for arbitration. Relying on the decision in _**A.Ayyasamy v. A.Paramasivam ((2016) 10 SCC 386)**_ which held that patent, trademarks and copyright are some of the categories of disputes which are generally treated as non-arbitrable and the decision of this Court in _**Shriram Transport Finance Co.Ltd. v. Naduvacheri Balakrishnan (2017 (3) KLT SN 82 ( C.No.101)**_ which held that Arbitral Tribunal has no jurisdiction to pass a decree of permanent prohibitory or mandatory injunction or a decree of declaration of title of immovable property or the status of a person, the court held that dispute related to copy right and the relief sought was relating to a right in rem about a property and hence reliefs could be granted only by a civil court. Hence, the relief sought by the defendant was declined. 10. In appeal, on a re-evaluation of the facts and law, the learned District Judge disagreed with the conclusion of the trial court that no valid arbitration clause existed. The learned District Judge relying on _**Hema Khattar v, Shiv Khera(AIR 2017 SC 1793)**_ and _**Korah v. Dr. Rachel Zacharia ( ILR 2017(4) kER.1061)**_ held that unless the judicial authority finds that prima facie no valid arbitration agreement existed, the court has no other option than to refer the parties to arbitration. The court held that merely because the notice was not responded, it cannot be said that no dispute existed. It was **O.P.(C) Nos.963/2019 & 1227/2019** 10 also held that the contention of the defendant was that since time was not the essence of contract, the agreement clause survived. Hence, the court held that arbitration agreement existed between the parties and a dispute or difference existed between them. The appellate court however agreed with the trial court that the subject matter related to a literary work and hence not capable of being referred for arbitration and the reliefs were there which could not be granted by the arbitration. However, the court agreed with the contention that relief under section 8 could not be granted and dismissed the appeal. 11. Section 8 of the Arbitration and Conciliation Act enables a court before whom an action is brought, to refer a dispute, unless it finds prima facie that no valid arbitration agreement exists. In Booz Allen case (cited supra), the Hon'ble Supreme Court held that when a court is called upon to decide on an application under section 8 of the Arbitration and Conciliation Act, the court shall consider whether the subject matter of the suit is “arbitrable”, that is, capable of being adjudicated by the Arbitral Tribunal. In the case at hand both the courts held that the subject matter of the suit was not arbitrable. 12. The trial court held that the relief sought was a declaratory relief and a permanent prohibitory injunction. Those were reliefs which could be granted by a civil court and cannot be granted by the Arbitral Tribunal. This conclusion was accepted by the lower appellate **O.P.(C) Nos.963/2019 & 1227/2019** 11 court and held that it was supported by a catena of decisions. However, both the courts relied on _**A.Ayyasamy's case**_ and Booz Allen's case (supra) to conclude that certain types of disputes like, patents, trade mark, intellectual property etc. fall outside the ambit of the arbitrable disputes. However, this conclusion in the facts of this case, based on the above decisions does not appear to be correct. What the decisions held was that disputes between parties, in which the subject matter of disputes were patent rights, Trade marks, Intellectual properties etc. call for an adjudication by a court of law and hence are not arbitrable. In the present case, there is no dispute regarding the intellectual property rights of the literary work which was admittedly held by the plaintiff. Agreement was only in relation to the commercial exploitation of a literary work, over which the plaintiff had right of ownership. Further parties themselves fully knowing the consequences and with open eyes, had incorporated an arbitration clause. 13. According to the trial court, the agreement itself has become unenforceable by efflux of time. It has also become unenforceable by virtue of operation of Clause 17 of the agreement and clause 6 of the MOU. It also become unenforceable, since neither party raised any issues to be resolved in arbitration. However, the appellate court on facts took a different view and held that arbitration agreement existed between the parties. This finding **O.P.(C) Nos.963/2019 & 1227/2019** 12 is assailed by the plaintiff in O.P.No.1227/2019, though ultimately the judgment was in his favour. 14. It is settled that arbitration clause is an agreement by itself and notwithstanding the termination of the main agreement, arbitration clause can continue for the purpose of settling disputes arising from the agreement. However, for a court to exercise jurisdiction under section 8 of Arbitration and Conciliation Act, the arbitration agreement should exist. In the present case, it was specifically agreed that the film will be produced within three years. Specific time schedule was fixed for performance of various obligations. It was agreed under clause 16 that in case of dispute, parties will resort to arbitration. However, it was provided in clause 17 that defaulting party shall be bound to remedy the breach, within the period of notice, failing which the agreement will stand terminated. Evidently, three year period has expired. The specific time schedule fixed by the parties, gives an impression that time was agreed as the essence of the contract. Even after the expiry of agreement period, plaintiff, informed the defendants that the agreement has expired by efflux of time and offered to return the money paid. He did not raise any claim or dispute regarding the terms of agreement. There was no reply and the defendant did not raise any dispute till suit was filed. Even in the application, the defendants did not disclose the dispute, that survived. It was on this **O.P.(C) Nos.963/2019 & 1227/2019** 13 premise that the trial court held that arbitration agreement did not survive. 15. Supporting the above finding, the learned counsel for the plaintiff relied on the decision in _**Himangni Enterprises v. Kamaljeet Singh Ahluwalia (2017 (4) KLT 2092(SC)**_ which held that since lease period fixed as per lease deed having come to an end by efflux of time, such lease deed was no longer enforceable and disputes which were the subject matter of civil suit are incapable of being referred to arbitration. 16. The lower appellate court did not agree with the finding of the trial court. The reasoning of the lower appellate court, was that the defendants had contended that since time was not the essence of the contract, there was no automatic termination of contract, entitling the plaintiff to the relief sought in the suit. The lower appellate court held that even after the termination of agreement in any manner, parties were at liberty to raise a dispute and no time limit has been specified for the same. Court held that unless the judicial authority finds that prima facie no valid arbitration agreement exists, the court has no other option than to refer the parties to arbitration. The lower appellate court relied on the decisions of the Supreme Court in Hema Khattar 's case (cited supra) and Korah's case (cited supra). 17. Regarding the above, the Hon'ble Supreme Court has **O.P.(C) Nos.963/2019 & 1227/2019** 14 considered the scope of consideration of the arbitration clause. Hon'ble Supreme Court in _**Mayavati Trading Pvt. Ltd. v. Pradyuat Deb Burman [(2019) 8 SCC 714]**_ noted the view points in _**United India Insurance Company Ltd. v. Antique Art Exports (P) Ltd. [(2019) 5 SCC 362)**_ and in _**Duro Felguera S.A. v. Gangavaram Port. Ltd. [(2017) 9 SCC 729),**_ vis-a-vis the arbitration clause is an agreement. Court disapproved the ratio in Antique Art Exports (P) Ltd.(supra) and held that the power of the court under section 11 (6A) added by 2015 Amendment with effect from 23/10/2015, was that the court should and need only look into one aspect - the existence of an arbitration agreement as understood in a narrow sense in Duro Felguera S.A.'s case (supra). However, the court below did not seem to have considered whether the 1996 Act or whether the 2015 Act applied to the facts of the case. In an identical situation, in _**Geo Miller and Company Private Ltd. v. Rajasthan Vidyut Utpadan Nigam Ltd. (2019 (5) Arbitration Law reported in 531 (SC)**_ as to question whether the 1940 Act of 1996 Act applied, the supreme court held that if the date of notice was prior to 25/1/1996, the date when 1996 ordinance came into effect, Act 1940 will apply. If notice was on or after 25/1/1996, the 1996 Act will apply. The above decision applies in this case also. It seems that the court below has not considered the legal position especially in the light of the fact that agreement herein was dated 30/12/2014 and the reply notice was **O.P.(C) Nos.963/2019 & 1227/2019** 15 dated 2/7/2018. 18. There is yet another angle to this. Clause 7 of the MOU which corresponds to clause 16 of the agreement, provides that if any dispute or differences arise as between the parties, the same shall be settled through mutual consultation and only if could not be settled, parties should be referred for arbitration. This essential pre requisite has to be completed before the arbitration clause is invoked, if at all exists. It seems that the lower appellate court did not consider it before holding that the arbitration clause exists. The matter needs to be examined from this angle also. 19. The upshot of the above discussion leads to a conclusion that the finding of the courts below concurrently that the reliefs sought in the suit were those which could not be granted by the arbitrator and to that extent suit was maintainable, is legally correct and is upheld. However, the finding of both the courts, relying on Booz Allen case(supra) and Ayyasamy's case (cited supra) on the basis that the subject matter of dispute was not one referable to an arbitrator, is not applicable to the facts of this case, considering the nature of subject matter involved in the agreement and MOU as mentioned earlier. That finding is not sustainable. The lower appellate court though held that an arbitrable dispute existed, further held that trial court had ultimately reached the correct conclusion that the reliefs in the suit can be granted only by a civil court. Hence, the suit is sustainable. **O.P.(C) Nos.963/2019 & 1227/2019** 16 The observation that the arbitrable agreement exists and there are disputes/differences between them, the subject matter of which falls within the scope of main agreement, depends on the answer to the questions raised by this court in Paras 17 and 18 (supra) which has not been considered by both courts. Hence the above conclusion of the lower appellate court is set aside. The question whether arbitrable agreement exists is left open to be considered by the trial court afresh, on the basis of rival contention and also in the light of observations made in paras 17 and 18 supra. Consequently, O.P.(C) No.1227/2019 is liable to be disposed of with the above observations. In the result, O.P.(C) No. 963/2018 is dismissed. O,P,(C) No.1227/2019 is disposed of with the above observation. dpk **Sd/SUNIL THOMAS JUDGE** **O.P.(C) Nos.963/2019 & 1227/2019** 17 ## **APPENDIX OF OP(C) 963/2019** ## **PETITIONER'S/S EXHIBITS:** **EXHIBIT P1** **A TRUE PHOTOCOPY OF THE AGREEMENT DATED 30.12.2014 BY AND BETWEEN THE PETITIONERS AND THE RESPONDENT.** **EXHIBIT P2 A TRUE PHOTOCOPY OF THE PLAINT OS NO.462/2018 BEFORE THE HON'BLE MUNSIFF COURT-1, KOZHIKODE.** - **EXHIBIT P3 A TRUE COPY OF THE IA NO.2994/2018 BEFORE THE HON'BLE MUNSIFF COURT-I, KOZHIKODE.** **EXHIBIT P4** **A TRUE PHOTOCOPY OF THE ORDER IN IA NO.2994/2018 DATED 17.11.2018 BEFORE THE HON'BLE MUNSIFF COURT-I, KOZHIKODE.** **EXHIBIT P5 TRUE COPY OF THE ORDER IN ARBITRATION APPEAL NO.1/2018 DATED 15.03.2019 BEFORE THE HON'BLE DISTRICT COURT, KOZHIKODE.** ## **Respondents EXHIBITS:** **EXT.R2(A): COPY OF THE NEWS PUBLISHED IN THE GUARDIAN ON 19TH APRIL 2017.** **EXT.R2(B): COPY OF THE NEWS REPORTED IN CNN ON 19TH APRIL 2017** **EXT.R2(C): COPY OF NEWS APPEARED IN INDIAN EXPRESS DATED 17TH APRIL 2017** **O.P.(C) Nos.963/2019 & 1227/2019** 18 ## **APPENDIX OF OP(C) 1227/2019** ## **PETITIONER'S/S EXHIBITS:** **EXHIBIT P1 TRUE COPY OF THE PLAINT DATED 07.10.2018 IN O.S.NO.462/2018 OF THE MUNSIFF COURT, KOZHIKKODE.** - **EXHIBIT P2 TRUE COPY OF THE MEMORANDUM OF UNDERSTANDING DATED 22.08.2014** - **EXHIBIT P3 TRUE COPY OF THE AGREEMENT DATED 30.12.2014** - **EXHIBIT P4 TRUE COPY OF I.A.2994/2018 IN O.S.462/2018 DATED 16.10.2018 OF THE MUNSIFF COURT, KOZHIKKODE.** - **EXHIBIT P5 TRUE COPY OF COUNTER DATED 31.10.2018 I.A.2994/2018 IN O.S.462/2018 OF THE MUNSIFF COURT, KOZHIKKODE.** - **EXHIBIT P6 TRUE COPY OF ORDER DATED 17.11.2018 IN I.A.2994/2018 IN O.S.462/2018 OF THE MUNSIFF COURT, KOZHIKKODE.** - **EXHIBIT P7 TRUE COPY OF ARBITRATION APPEAL NO.1/2018 DATED 29.11.2018 OF THE DISTRICT COURT, KOZHIKKODE.** - **EXHIBIT P8 TRUE COPY OF I.A.2597/2018 IN ARB. APPEAL NO.1/2018 DATED 29.11.2018 OF DISTRICT COURT, KOZHIKKODE.** - **EXHIBIT P9 TRUE COPY OF I.A.2668/2018 IN ARB. APPEAL NO.1/2018 DATED 29.11.2018 OF DISTRICT COURT, KOZHIKKODE.** **EXHIBIT P10 TRUE COPY OF COMMON COUNTER TO ARB. APPEAL NO.1/2018 I.A.2668/2018 DATED 20.01.2019 OF THE DISTRICT COURT, KOZHIKKODE. EXHIBIT P11 TRUE COPY OF JUDGMENT DATED 15.03.2019 IN ARB. APPEAL NO.1/2018 OF THE DISTRICT COURT, KOZHIKKODE.**