* IN THE HIGH COURT OF DELHI AT NEW DELHI Reserved on: 26 May 2026 Pronounced on: 2 September 2026 # CNR No. DLHC010160052025 + FAO(OS) (COMM) 45/2025 M/S JINDAL ITF LIMITED .....Appellant Through: Dr. A. M. Singhvi and Mr. Jayant Mehta, Sr. Advs. with Mr. Nilava Bandyopadhyay, Mr. Kumar Shashwat Singh Sawno, Mr. Yash Mittal, Ms. Surabhi Rana and Mr. Om Shelat, Advs.

versus NTPC LIMITED & ANR. .....Respondents Through: Mr. Tushar Mehta, SG with Ms. Bani Dixit, Mr. Adarsh Tripathi, Mr. Vikram Singh Baid and Mr. Ajitesh Garg, Advs.

CORAM:

HON’BLE MR. JUSTICE C. HARI SHANKAR HON’BLE MR. JUSTICE OM PRAKASH SHUKLA

JUDGMENT

% 02.09.2026 C. HARI SHANKAR, J.

Facilitative Index to the Judgment A. Facts

1. The Inland Waterways Authority of India, “IWAI”, hereinafter develops and regulates inland waterways in the country.

2. On 24 September 2008, a Memorandum of Understanding was executed between the National Thermal Power Corporation, “NTPC”, hereinafter and IWAI, to explore a possibility of use of inland waterways to transport coal from the jetty where it was unloaded, to the Farakka Thermal Power Plant, “FTPP”, hereinafter of NTPC.

3. On 11 August 2011, a Tripartite Agreement, “TPA”, hereinafter was executed among NTPC, IWAI and Jindal ITF Limited, “JITF”, hereinafter. A draft Coal Transportation Agreement, “CTA”, hereinafter was also incorporated as part of the TPA. The TPA required JITF to build a Coal Unloading System like a jetty, grab, etc. as well as a Material Handling System like conveyor belts. These two systems were referred to, comprehensively, as the Coal Unloading and Material Handling System⁷. The CUMHS was required to be completed in two phases. The first phase spanned a period of 15 months and the second spanned 24 months, reckoned from the date of signing of the TPA, i.e., from 11 August 2011. These phases were to be executed parallelly with each other. Phase I was, therefore, to be completed by 10 November 2012 and Phase II by 10 August 2013.

4. The following clauses of the TPA are of relevance, to the issues in controversy:

1.1 "COD" or "Commercial Operation Date" means Date on which Operator receives the Completion Certificate in relation to the Material Handling System Phase-II in accordance with the terms of the Agreement.

1.4 Ambiguities within the Agreement In case of ambiguities or discrepancies within this Agreement, the following shall apply:

(a) Between two Articles of this Agreement, the provisions of specific Articles relevant to the issue under consideration shall prevail over those in other Articles;

(b) Between the Articles and the Annexures, the Article shall prevail, save and except as expressly provided in the Articles or the Annexures;

(c) Between the dimension scaled form the drawing its specific written dimension, the latter shall prevail; and (d) Between any value written in numerals and that in words, the latter shall prevail.

(e) Between the provisions of this Agreement and any other documents forming part of this agreement, the former shall apply.

2.2 Scope of Work (b) formulate and implement a detailed plan in accordance with which: (1) the coal would be unloaded and transferred from ocean going vessels (Panamax/ Capesize) to barges at the suitable locations that are identified as being suitable for such unloading from the ocean going vessels to barges by the Operator (such location. being referred to as "Transfer Point"), (2) the mechanism to be used at the Transfer Point for the unloading and transferring the coal from ocean going vessel to barges ("Transshipment Infrastructure"), (3) provide adequate number of barge of suitable specifications to meet movement schedule of designated quantities of imported coal as per the requirement of NTPC, (4) unloading system of adequate capacity and suitable for the Material Handling System specified under Schedule E of Tripartite Agreement ("Unloading Infrastructure") that would be used at the Farakka TPP waterfront for unloading of coal from barges onto the Conveyor