1. The present Execution Application has been filed by the Applicant Corporation for execution of a Final Award (which incorporates by reference Three Partial Awards) passed by a Sole Arbitrator in London under the London Court of International Arbitration Rules (2014) (LCIA Rules) which has been held to be enforceable against the Respondents in India.

2. The background facts are that, the Applicant Corporation, a Company incorporated in Italy, manufacturing cables and systems for energy and telecommunications and one Ravin Cables Limited (“the Company”), a public limited unlisted company incorporated under the Indian Companies Act, 1956 engaged in manufacturing various electrical control and other cables entered into a Joint Venture Agreement (JVA) on January 19, 2010 . The Respondents are referred to in the JVA as existing shareholders, and were represented by the Respondent No.1 herein. The Respondents hold 49% of the share capital of the Company. Pursuant to the JVA, the Applicant company became entitled to majority shareholding (51%) of the Indian Company Ravin Cables. By a “Control Premium Agreement” of even date, the Applicant Company paid 5 Million Euro to the Respondents as control premium for the acquisition of the share capital of Ravin Cables as a result of which the Applicant would be entitled to manage and control Ravin Cables by appointing three Directors on board and also appoint a Chief Executive Officer in due course.

3. Around 2011-2012, the parties were at loggerheads for control over the management of the Company. Each party claimed the other had committed material breaches of the JVA. As a result of the disputes that ensued between the parties, the Applicant on February 27, 2012, issued a Request for Arbitration in terms of Clause 27 of the JVA claiming that the Respondents had committed material breaches of the JVA by ousting the Applicant from the control of the Company. On, March 26, 2012 the Respondents responded to the request for arbitration and included several counter claims.

4. On March 26, 2012 the Applicant served the determination notice as required under the JVA to remedy/rectify the breach within sixty (60) days from the date of notice. Time even beyond the sixty (60) days period was given, but according to Applicant none of the breaches were remedied. As a result, LCIA appointed a Sole Arbitrator on June 6, 2012.

5. The Arbitration proceedings culminated in the Arbitral Tribunal publishing 4 (Four) separate Awards, Three Partial Awards dated 15.02.2013, 19.12.2013 and 14.01.2015 respectively and the Final Award which incorporated the Three Partial Awards dated 11.04.2017 are sought to be enforced in the present petition.

6. The First Partial Award (‘FPA’) was passed on February 15, 2013 the scope of which was limited only to the issues of interpretation/construction of the JVA and the question of jurisdiction.

7. The Second Partial Award (‘SPA’) was issued on December 19, 2013 which dealt with which of the parties materially breached the terms and conditions of the JVA. The Tribunal held that the existing shareholders, including the Respondents herein, were in material breach of the JVA, which they failed to rectify and were therefore obligated to sell all the shares held by them to the Applicant at a 10% discount to the Fair Market Value. The date of assessment of the Fair Market Value of shares to be transferred was linked to the date of sale prescribed within 30 days of the Event of Default Notice.

8. The Third Partial Award (‘TPA’) issued on January 14, 2015 confirmed the breach by the existing shareholders. The Tribunal declared that “All rights of whatsoever nature conferred on the Respondents and specifically Mr. Karia under the JVA have ceased to be effective.”

9. By the Final Award dated April 11, 2017 the learned Sole Arbitrator confirmed the aforesaid Three Partial Awards in favour of the Applicant and directed and ordered as under:-

                   “57. For the reasons set out in this Final Award which itself incorporates by reference the First, Second, and Third PFAs and Procedural Orders 12, 13 and 14, the Tribunal HEREBY FINDS, HOLDS, ORDERS AND DECLARES as follows:

                   1. The Respondents do transfer to the Claimant (Prysmian) 10,252,275 shares held by them to the Claimant (Prysmian) at the Discounted Price of INR 63.9 share aggregating to INR 655,200,000/-

                   2. The Third Respondent Mr. Karia (who holds Power of Attorney executed by each Existing Shareholder) do forthwith and without delay execute the requisite transfer forms for transfer of 10,252,275 shares in favour of the Claimant.

                   3. The Third Respondent and the Twelfth Respondent,Mr. Piyush Karia’s, who purport to be and continue to act as director of the Company fo forthwith and without delay:

                   A. Convene and hold a meeting of the Board of Directors of the Company not later than 21 days after the date of this Final Award limited to noting and registering the transfer of 10,252, 275 shares from the Respondents in favour of the Claimant;

                   B. Table before that meeting the executed transfer forms;

                   C. Vote in favour of the resolution/motion to register the transfer of the 10,252,275 shares in favour and in the name of the Claimant and

                   D. On registration of the transfer of shares as aforesaid to resign from the Board of the Company as Chairman and Managing Director and as Executive Director of the Company respectively.

                   4. Each of the Respondents and particular the Third and Twelfth Respondents, Mr. Karia and Mr. Piyush Karia are restrained from acting themselves or through servants or agents from

                   A. Claiming or attempting to exercise or exercising any rights whatsoever under the JVA in relation to the Company including but not limited to representation on the Board of the Company or their consent or approval being required in any matter relating to the Company whether at the Board of the Company or at meetings of the shareholders of the Company.

                   B. Claiming or attempting to claim, or representing to attempting to represent the Company in any matter and in any manner whatsoever.

                   C. Using or attempting to use any assets, properties or facilities of the Company including but not limited to the Company’s offices and communication facilities.

                   5. The Third and Twelfth Respondents, Mr. Karia and Mr. Piyush Karia themselves or through servants or agents are restrained from acting or claiming or holding themselves out to be the Chairman or Managing Director and as Executive Director, respectively or directors of the Company (except for the limited purpose as set out in (3) above.)

                   6. The Respondents jointly and severally do pay to the Claimant the legal and sundry disbursements costs of and relating to this Arbitration in the sum of US. $ 2,317,199.82

                   7. The Respondents are to bear and insofar as not already paid to reimburse the Claimant, the total costs of the Arbitration as determined by the LCIA Court pursuant to Article 28.1 of the LCIA Rules, which are £ 283043.71

                   8. All other claims of the Claimant and Respondents are dismissed.”

10. The Respondents have not challenged the Final Award under the English Arbitration Law. Thereafter, in 2019 the Applicant filed Commercial Arbitration Petition No. 442 of 2017 under Section 48 of the Arbitration and Conciliation Act, 1996 (“Arbitration Act”) praying for enforcement of the Foreign Award. The Respondents resisted the enforcement on the grounds that the Tribunal has failed to determine the Counter Claim of the Respondents and that the award was in contravention of the Foreign Exchange Management Act, 1999 (“FEMA”) and various other objections were raised.

11. The said petition came to be allowed by a Learned Single Judge of this Court (Coram: A K Menon, J, as His Lordship then was) by an Order dated January 7, 2019 rejecting the objections raised by the Respondents and holding the awards enforceable against the Respondents thereby permitting the Applicants to proceed to execute the awards.

12. On 1st February 2019, the Applicants filed the present Application seeking execution of the Award against the Respondents, and thereafter filed Chamber Summons No. 327 of 2019 on February 22, 2019 seeking (i) injunction against Respondent No.1 and Respondent No. 11 from exercising any rights under the JVA including but not to limited to representation on the Board of Directors of the Company; (ii) injunction, against the Respondents from alienating assets; (iii) appointment of the Court Receiver in respect of 1,02,52,275 shares; and (iv) disclosure of assets of the Respondents.

13. On 26th March, 2019, the Respondents being aggrieved by the Judgment dated 7th January, 2019 challenged the same by way of Civil Appeals No. 1544 of 2019 and 1545 of 2019 filed before the Hon’ble Supreme Court.

14. By Order dated 27th March, 2019 in Chamber Summons No. 327 of 2019, this Court directed the Respondent No. 1 to deposit in this Court, all of the 1,02,52,275 equity shares and the Respondents were directed to file disclosure Affidavits. Of the total shares, the Respondents have deposited 91,30,175 shares with the Prothonotary and Senior Master of the High Court and the balance 11,22,100 shares are yet to be deposited.

15. On, 13th February, 2020 the Hon’ble Supreme Court vide its judgment in Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others((2020)11 SCC 1), dismissed the Civil Appeals filled by the Respondents rejecting all objections raised by them as to the enforceability of the Awards and imposed costs of Rs. 50 Lakhs on the Respondents.

16. On, 19th June, 2020, the Applicant has filed Interim Application No. 1401 of 2021 seeking appointment of 5 of it’s nominees to the Board of Directors of the Company and to enforce and execute the Awards and it’s rights under the Awards.

17. On 7th September, 2021, Respondent No. 70, Dineshchandra N Shah filed Interim Application (L) No. 20259 of 2021 seeking declaration that the Award dated April 17, 2017 be declared null and void as against Respondents No. 70 and 78. Interim Application No. (L) 20259 of 2021 has been dismissed by a self operative order dated 09th September 2025 for non removal of office objections. That by Order dated 09th September 2025, the Applicant has amended the Petition and deleted Respondents No. 70 and 78.

18. The Respondent No. 1 had filed an Interim Application No. 216 of 2021 inter alia seeking to implead the Reserve Bank of India (the “RBI”) in the Execution Application as according to the Respondents, the RBI ought to be heard on the issue of sale and transfer of shares to the Applicant under the Award. The same came to be dismissed by this Court vide its order dated 5th April, 2022 of this Court (Coram : B. P. Colabawalla, J). Paragraph 4 of the said order is relevant and is quoted thus:

                   “4. It is made clear that the points raised by the Applicants in the above Interim Application (Original Respondents) are kept open for the Respondents to agitate at the time of opposing the above Execution Application or any proceedings filed therein. It is further made clear that the Applicants shall not be allowed to canvass in the future that RBI needs to be joined as a party Respondent in the above Execution Application or any proceedings therein.”

                   (emphasis supplied)

19. During the pendency of the Execution Application, the connected Chamber Summons and the Interim Application No. 1401 of 2021, the Respondent No. 1 continued to represent the Company in breach of the Awards. The Applicants, therefore, initiated Contempt Proceedings (Contempt Petition (Civil) No(s) 478 of 2022) against the Respondents for breach of the Awards before the Hon’ble Supreme Court. By Order dated 26th September, 2022 in Prysmian Cavi e Sistemi SRL Vs. Vijay Karia & Anr.(Contempt Petition (Civil) Nos 478 of 2022 in Civil Appeal No. 1544 of 2020 decided on 26th September 2022.), the Hon’ble Supreme Court disposed of the Contempt Petition by passing the following order:-

                   “Heard Mr. Kapil Sibal, learned senior counsel.

                   The present proceeding under the Contempt of Courts Act, 1971 has been initiated by the petitioner alleging willful disobedience of the order of this Court passed on 13.02.2020. The appeal of the respondent was in substance dismissed in connection with the arbitration award.

                   Execution proceeding has been filed by the petitioner before the Bombay High Court. In that execution proceeding certain stand has been taken which according to Mr. Sibal, learned senior counsel, are contumacious and it is for this reason, he argues, that the present contempt proceeding has been taken out.

                   In our opinion, as the execution proceeding has already been filed, the Execution Court ought to proceed in this matter expeditiously and if any stand is taken by the judgment debtor, which is contrary to the opinion of this Court, we need not add that the Executing Court ought to ignore such stand.

                   With these observations, we dispose of the present contempt petition under the Contempt of Courts Act with a request to the Executing Court to conclude the execution proceeding within a period of six months.

                   Pending application(s), if any, shall stand disposed of.

                   There shall be no order as to costs.”

20. On 2nd June, 2023, the Applicants filed Interim Application (L) No. 16939 of 2023, seeking interim reliefs sought in the Chamber Summons No. 327 of 2019 and Interim Application No. 1401 of 2021 alleging that Respondents’ were acting in breach of the Awards and have also filed a Limited Additional Affidavit dated July 19, 2023 and Additional Affidavit dated September 07, 2023 stating that the Respondents No. 1 and 11 continue to hold themselves out and act as Directors of the Company and have reappointed themselves as the Chairman and Managing Director and Whole Time Director respectively causing the Company to enter into agreements to that effect.

21. It has been submitted that on, 21st June 2023 and 30th August 2023, the Applicant’s nominee director on the Board of Directors of the Company received notices from the Cost Audit Department of the Ministry of Corporate Affairs, concerning the company’s non compliance with the provisions of Section 148 of the Companies Act, 2013 for the financial years ending in 31st March, 2019 and 31st March, 2021.

22. It has been submitted that on, 1st September 2023, the Respondent No.1, acting as director of the company, in breach of the Award, approved a circular resolution for the appointment of a Cost Auditor for the financial year 2023-2024.

23. It is submitted that on 2nd September, 2023, by email addressed to the Respondent No.1, Respondent no. 11 one Mr. Tayfun Anik, the Company Secretary of the company circulated a Board Resolution passed by Respondents No.1 and 11, convening the Annual General Meeting of the Company in breach of Award.

24. On 09th September 2025, the learned Senior Counsel for the Applicant, on instructions, sought leave to withdraw the Interim Application No. 1973 of 2021 and to delete Respondents No. 71,72,74 and 75 from the array of parties to the Execution Application which was not objected to by the Respondents. Accordingly, the Interim Application No. 1973 of 2021 was disposed of as withdrawn and the Applicant was also permitted to delete Respondents No. 71,72,74 and 75 from the array of parties to the Execution Application and amendments were directed to be carried out to the Execution Application to that effect.

25. On 2nd September, 2025, Respondents No. 1, 5 to 7, 9, 58A, 61, 65 and 66 filed Interim Application No. (L) 27011 of 2025 seeking to place on record letter of Reserve Bank of India dated 9th August, 2025 and as the learned Senior Counsel for the Applicant had no objection. This Court allowed the Interim Application.

26. On 10th November, 2025, the letter dated 9th August, 2025 of RBI (the “RBI letter”) was placed on record under an affidavit dated 10th November, 2025.

27. As regards the issue with respect to the RBI letter dated 19th August, 2025, this Court has heard Mr. Momaya, learned Counsel appearing for the Respondents No. 1, 5 to 7, 9, 58A, 61, 65 and 66 and Mr. Khambata, learned Senior Counsel appearing for the Applicant in the matter on 11th November 2025. On the very same date, at the request of the learned Senior Counsel for the Applicant, Respondents No. 70 and 78, were permitted to be deleted from the array of parties to the Execution Application which was not objected to by the Respondents.

28. I have heard Mr. Darius Khambata, Mr. Vikram Nankani, Dr. Birendra Saraf, Mr. Zubin Behramkamdin, learned Senior Counsel, as well as Mr. Karl Tamboly and Mr. Yash Momaya learned Counsel at length and also considered the rival contentions.

29. Mr. Darius Khambata, Learned Senior Counsel for the Applicant has submitted that the Respondents have sought to re-agitate issues concluded during enforcement proceedings, based on the specious assertion that while a foreign award may be held to be enforceable under Section 48 and 49 of the Arbitration Act, it does not ipso facto render the award executable. That the Respondents’ conduct is in the teeth of the Hon’ble Supreme Court’s Order dated 26 September 2022 in Prysmian Cavi e Sistemi SRL v. Vijay Karia & Anr (supra) and the executing Court ought to ignore any stand taken by the Respondents which is contrary to the opinion of the Hon’ble Supreme Court.

30. Mr. Khambata has submitted that objections raised by the Respondents regarding the illegality of the award cannot be raised in the execution proceedings and thus ought to be disregarded. Mr Khambata has urged that the executing court cannot go behind the award and thus it is only where the award sought to be enforced is, on the face of the record, wholly without jurisdiction and thus a nullity, that an executing Court will interfere with the execution of an award/decree. Mr. Khambata has submitted that a decree which is illegal or not passed in accordance with the procedure laid down by law cannot be termed in-executable by the executing court. The only recourse in such situations is for the award debtor to have the decree set aside in appeal/appropriate proceedings and which in the facts of this case has not been done. Reliance has been placed on the following judgments of the Hon’ble Supreme Court to canvass the aforesaid submissions:

                   i. Vasudev Dhanjibhai Modi v. Raja bhai Abdul Rehman & Ors((1970)1 SCC 670)

                   ii. Rafique Bibi (Dead) by LRs v. Sayed Waliuddin (Dead) by LRs and Ors((2004) 1 SCC 287)

                   iii. Bhavarlal Bhandhari v. Universal Heavy Mechanical Lifting Enterprises((1999) 1 SCC 558)

31. Mr. Khambata has further submitted that Respondents’ contention that the executability of an award differs from the enforceability of the award, is wholly devoid of merit. Mr. Khambatta has relied upon the decision of the Supreme Court in LMJ International Limited v. Sleep well Industries Company Ltd((2019) 5 SCC 302) wherein Hon’ble Supreme Court has held that Section 48 of the Arbitration Act does not envisage piecemeal consideration of the issue of maintainability of the execution case concerning the foreign awards, in the first place; and then the issue of enforceability thereof. Mr. Khambata has submitted that in view of the legislative intent of speedy disposal of arbitration proceedings and limited interference of courts, Courts are expected to consider both these aspects simultaneously at the threshold and adopting any other view would result in encouraging successive and multiple rounds of proceedings for the execution of foreign awards, which would run contrary to the object of the Act.

32. Mr. Khambata has submitted that Respondents’ objection to the enforceability/executability of the Awards based on FEMA and NDI Rules has been considered and rejected by this Court in its judgment dated January 7, 2019 in Arbitration Petition No. 442 of 2017 as well as by the Hon’ble Supreme Court in Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others (supra). Mr. Khambata has submitted that hence the Respondents are precluded from re-agitating the same submissions in the present application.

33. Mr. Khambata has further submitted that, neither FEMA nor the NDI Rules mandate that the transfer of shares is conditioned upon the “prior permission” of the Reserve Bank of India. Mr. Khambata has submitted that Section 3 of the FEMA relied upon by the Respondents mandates “general or special permission of the Reserve Bank” for dealings in or transfers of “any foreign exchange or foreign security to any person not being an authorized person” and for receiving “otherwise through an authorized person, any payment by order or on behalf of any person resident outside India in any manner.” Mr. Khambata has submitted that Section 3 of the FEMA mandates “general or special permission” but it does not require such permission to be prior permission and therefore the requirement of such “general or special permission” cannot be construed to mean “prior permission”. In support, Mr. Khambatta has relied upon the following judgments:

                   i. Life Insurance Corporation of India v. Escorts Ltd((1986) 1 SCC 264)

                   ii. Videocon Industries Ltd. V. Intesa Sanpaolo SPA(2014 SCC Online BOM 1276)

34. Mr. Khambata, has further submitted that with respect to the Respondents’ contention relating to valuation as well as the appropriate valuation date, the same have not only been considered and negatived by the Arbitral Tribunal but also by this Court in the enforcement proceedings and by the Hon’ble Supreme Court in Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others (supra) and therefore the same cannot be re-agitated before this Court.

35. Mr. Khambata has submitted that neither the FEMA Regulations nor the NDI Rules nor the pricing guidelines contained therein impose any restriction in respect of valuation date to be within 6 months from the date of transfer. Mr. Khambata would urge that the Respondents have deliberately misconstrued and wrongly summarized the RBI guidelines and the correspondence between themselves and the RBI/ the Authorised Dealer Bank. Mr. Khambata has submitted that the RBI has simply reiterated the NDI Rules and the pricing guidelines, but does not say that the valuation should be within 6 months from the date of the share transfer and receipt of consideration is mandatory but only says that such a valuation is acceptable.

36. As regards the contentions, that the Interim Application No. 1401 of 2021 is barred by res judicata on account of the National Company Law Tribunal (‘NCLT’) proceedings on the ground that the reliefs sought fall within the exclusive jurisdiction of NCLT. Mr. Khambata, has submitted that the Application before the NCLT was filed by Applicant on 20th December, 2017 under Section 98 of the Companies Act, 2013 seeking directions requiring an AGM to be convened to appoint its nominee directors, Alessandro Brunetti and Dileep Choksi on the basis of its existing majority shareholding of 51% of the Company to enforce in furtherance of Applicant’s right to representation on the Board pending enforcement of the Awards. Mr. Khambata has submitted that the Awards have since been held to be enforceable by this Hon’ble Court by its judgment dated 07th January, 2019 and subsequently by the Hon’ble Supreme Court in Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others (supra). Consequently, the Applicant is now entitled to take over the Company completely and the Respondents are disentitled from exercising any rights in relation to the Company or on the Board. Mr. Khambata would submit that therefore now the Applicant is entitled to nominate all the 5 directors, as set out in Interim Application No. 1401 of 2021.

37. Mr. Khambata has further submitted that Section 98 of the Companies Act contemplates the NCLT directing convening of a meeting of a Company (i.e. an order passed directing the company to hold a meeting) whereas the prayers sought for in Interim Application No. 1401 of 2021 are qua the Respondents in enforcement of the contractual rights confirmed by the Awards and they do not fall within the purview of Section 98 of the Companies Act. In contrast, the present application seeks enforcement of contractual rights to nominate directors to the Board of the Company and Sections 241 or 242 of the Companies Act pertain to proceedings complaining of oppression and mismanagement in the affairs of a Company and therefore, the reliefs sought herein are not covered under the scope of Sections 241or 242 of the Companies Act.

38. Mr. Khambata therefore submitted that the reliefs sought by the Applicant are neither barred by res judicata on account of NCLT proceedings nor the reliefs sought fall within the exclusive jurisdiction of the NCLT.

39. Mr. Khambata has further submitted that the contentions of the Respondents against Interim Application No. 1401 of 2021 are untenable as the same are not only contrary to the express language of Clause 23.7 of the JVA, but also since this very contention has been rejected by the Arbitral Tribunal in the Third Partial Award at paragraph 30.

40. Mr. Khambata has submitted that the reliefs sought for in Interim Application No. 1401 of 2021 flow from the Awards, and the reliefs sought fall within the powers of the executing court enumerated under Section 51(e) of the Code of Civil Procedure, 1908 (“CPC”). Mr Khambata has submitted that the Hon’ble Supreme Court in State of Haryana v. State of Punjab & Anr((2004)12 SCC 673) has held that the residuary power under Section 51(e) allows a court to pass orders for enforcing a decree in a manner which would give effect to it.

41. Mr Khambata has placed reliance on the judgment of the Division Bench of the Calcutta High Court in case of Karthick Chandra Pal v. Dibakar Bhattacharya((1950) ILR 1 Cal 350) cited in Babu Lal v. M/s. Hazari Lal Kishori Lal & Ors((1982)1 SCC 525) wherein the Calcutta High Court held that where a decree directs specific performance of a contract, the details which flow do not in any way limit the jurisdiction of the executing court to the particular steps which are mentioned in the decree, but all such other steps, which ought to be taken for giving full effect to the decree for specific performance, are not only within the competence of the court but the court is bound to assist the party to that extent.

42. As regards the Respondents’ contentions that the Applicant is incapable and unwilling to run the Company or is acting to the detriment of the Company Mr. Khambata, has submitted that these contentions are entirely baseless in as much as Prysmian has never been in management and control of the Company thereby negating the Respondents claim that the Company could have incurred losses under Applicant’s Management.

43. Regarding the letter of RBI which the Respondents have placed on record, Mr Khambata has submitted that the RBI Letter was issued pursuant to Mr. Karia’s letter dated 05th December, 2022 which was written by Mr. Karia only 3 days prior to when the matter was originally reserved for orders by this Court and was never disclosed up until the Respondents filed Interim Application (L) 27011 of 2025. Mr Khambata has submitted that this is nothing but an impermissible attempt to have RBI’s views represented before this Court contrary to this Court’s order dated 05th April 2022 by which the Respondents were restrained from raising the issue that “RBI needs to be joined as a party Respondent in the above Execution Application or any proceedings therein the future”.

44. Mr. Khambata has submitted that the RBI letter does not bear out any new circumstance necessitating a renewed hearing of the issues already argued and dealt with. That in fact, the RBI Letter records that the RBI has no objection to the enforcement of the arbitration award upheld by the Hon’ble Supreme Court of India and only additionally states that the transfer of equity shares of the Company from the Original Respondents resident in India to the Applicant must be in accordance with FEMA 1999 and the FEMA NDI Rules, 2019 (including the pricing guidelines contained therein). Mr Khambata has also submitted that if the RBI chooses to direct that a price for the shares higher than awarded is required under Rule 21(2) (b) (iii) of the NDI Rules, then the Applicant subject to its right to challenge the RBI Order in accordance with law will either comply with the RBI Order in this regard or seek the necessary permission/condition from the RBI.

45. On the deletion of Respondents No. 70,71,72,74,75 and 78 from the array of parties to the Execution Application, Mr. Momaya, learned Counsel for the Respondents No. 1, 5 to 7, 9, 58A, 61, 65 and 66 has submitted that the said amendment has far reaching consequences on the execution of the Award in the sense that the arbitral proceedings from which the Award that is sought to be executed were for specific performance of the JVA, and that Clause 23.4 and Clause 23.5.2, as also Clause 23.5.1 clearly provide for purchase by the Applicant of all but not less than all of the shares of the Company held by the Respondent Mr. Karia and the Existing Shareholders. Mr. Momaya has referred to the SPA which recorded the provisions of Clause 23.4 and thereafter consequentially directed and ordered that the Respondents are required to sell to the Applicant all of their shares and that the Applicant is ordered to buy all of the Respondents’ shares and that the same is also crystallized in the Final Award at paragraph 57.

46. Mr. Momaya has submitted that the Applicant is unilaterally seeking to purchase some but not all of the shares held by the Existing Shareholder and the same amounts to rewriting of both the Award as also the underlying JVA. That it is not open to the Applicant to seek to acquire some but not all of the shares held by Mr Karia and the Existing Shareholders in execution and the same be tested on one touchstone – what would the position have been in the Arbitral Proceedings. That in the arbitral proceedings, if the Applicant had sought to acquire some but not all of the shares in exercise of its rights under Clause 23 of the JVA, the same would have been necessarily rejected as being a right not available to the Applicant under the contract and had the Applicant sought to do so, not only would it have been acting contrary to the contract but, it would have been demonstrating ex-facie a lack of readiness and willingness, disentitling it from relief. Mr. Momaya has relied upon the following decisions in his written submissions in support of the aforesaid contention:

                   i. Shree Ambika Medical Stores & Ors. v. Surat People’s Co- operative Bank Ltd((2020) 13 SCC 564)

                   ii. Maharashtra State Electricity Distribution Company Limited v Maharashtra Electricity Regulatory Commission & Ors(2022 4 SCC 657)

                   iii. Moti Lal Banker (Dead) by His Legal Representative v. Maharaj Kumar Mahmood Hasan Khan(1968 SCC OnLine SC 219)

47. Mr. Momaya has submitted that a partial execution of the award is not permissible in law or under the JVA and an Award must either be executed as a whole, or not at all- this is all the more so for an award for specific performance which contains reciprocal obligations upon each side, and it is not open to the Applicant to undertake piecemeal action/partial execution.

48. The next objection canvassed by Mr. Momaya, is that Mr. Karia , had preferred an Application under Rule 3 read with Rule 4 of NDI Rules, 2019 to the Reserve Bank of India which supports the Respondents objection to the execution of the Award as the same mentions that the transfer of the equity instruments of the Company from persons resident in India (Mr. Karia and other shareholders) to the foreign investor viz., Prysmian Cavi E Sistemi SRL must be in accordance with the extant FEMA, 1999, rules, and regulations made thereunder, including adherence to the pricing guidelines prescribed under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019. Mr. Momaya has submitted that therefore the Executing Court cannot grant any relief for transfer of shares till the same is in accordance with FEMA.

49. In response, Mr. Khambata has submitted that under the JVA, specifically in terms Clause 28.16, Mr Karia is the constituted attorney holder for all Existing Shareholders and is the “sole Prysmian interface”. Mr Khambata has submitted that in any event the reliefs sought by the Applicant are severable, each relief is independent and distinct from the other reliefs sought which is evident from the TPA which clarifies that the Respondents’ obligation to sell their shares is in addition to their obligation to give up their rights under the JVA. Mr. Khambata has submitted that the total shareholding of the Respondents No. 70,71, 72, 74,75 and 78 in the Company constitutes 0.55% and no prejudice will be caused as alleged by the Respondents. Mr. Khambata has submitted that partial execution of a decree that grants separate reliefs is permissible in law and relies upon the decision of this Court in the case of Panaji Girdharlal v Ratanchand Hajarimal Marwadi(1933 SCC Online Bom 8) in support.

50. Mr. Khambata has submitted that therefore this Court be pleased to allow Interim Application No. 1401 of 2021 and dismiss / disregard the objections raised by the Respondents and be pleased to pass an order of injunction in terms of prayer clause A (ii) of the Chamber Summons restraining Respondents No. 1 and 11 from acting/claiming/holding themselves out and acting as Directors of the Company.

51. Mr. Khambata has also submitted that the Applicant is seeking set-off against the aggregate transfer price payable by the Applicant to the Respondents, the legal and sundry disbursement costs of USD 2,317,188.82 and Euro 2,38,034.71 payable by the Respondents under Order XXI, Rule 19(b) of the CPC and that this Court may grant the same.

52. Mr. Khambata has finally submitted that the Respondents have employed dilatory tactics to derail the execution proceedings and that any such attempts ought to be dismissed in terms of the Hon’ble Supreme Court’s Order dated 26th September 2022 passed in Contempt Petition (Civil) No. 478 of 2022 which directs the executing court to ignore any stand taken by the Respondents which is contrary to the opinion of the Hon’ble Supreme Court and the reliefs as sought for in the Execution Application as well as the Interim Applications and Chamber Summons be granted and that costs also be imposed upon the Respondents for such dilatory tactics.

53. Mr. Vikram Nankani, Learned Senior Counsel for the Respondents No. 1,5 to 7, 9, 58A, 61, 65 and 66 has submitted that a foreign award cannot be put directly into execution, but first must go through the rigours of Section 48 and 49 of the Arbitration Act. That there is a two-step process, first being the enforcement and thereafter execution of a foreign award in India. That once a foreign award is held to be enforceable under Section 48 of the Arbitration Act, it is deemed to be a decree of that Court; and can be executed as though it were a decree of that Court. Execution must necessarily be under the provisions of municipal law, viz. the CPC and particularly Order XXI and Section 47. That merely because a foreign award is held to be enforceable under Section 48 does not necessarily mean that the foreign award can be or should be executed by the domestic court under the CPC.

54. Mr. Nankani has submitted that I.A. No. 1401 of 2021 and Chamber Summons No. 327 of 2021 cannot be decided before deciding the execution application and only after the award is held to be executable, can the reliefs claimed in the Chamber Summons and the Interim Applications be considered.

55. Mr. Nankani has relied upon the decision of the Apex Court in Forasol v. Oil and Natural Gas Commission(1984 Supp SC 263), submitting that no Court can pass a decree directing the Defendant to do an impossible or an illegal act. Mr. Nankani has submitted that even in Forasol v. Oil and Natural Gas Commission (supra), the Hon’ble Supreme Court caveated it’s judgment on enforceability as being subject to the obtaining of approvals under Foreign Exchange Regulation Act, 1973 (the “FERA”) from the concerned authorities.

56. Mr. Nankani has further submitted that whilst the executing court cannot go behind the decree there are circumstances in which the executing court can refuse execution. Mr. Nankani has relied on the decision of the Hon’ble Supreme Court in Dhurandar Prasad Singh v. Jai Prakash University((2001) 6 SCC 534) in support of this contention. Mr. Nankani has submitted that these include a situation when the decree is not capable of execution under the law because the same was passed in ignorance of such a provision of law. Mr. Nankani has submitted that the Court cannot direct a party to do something in compliance of a decree which will, in effect result in violation of law.

57. Mr. Nankani has submitted that the transfer of shares would amount to a capital account transaction as defined in Section 2 (e) of FEMA. Therefore under Section 6 (2A) of the FEMA, the Central Government in consultation with the RBI, is empowered to prescribe any class or classes of capital account transactions, not involving debt instruments, which are permissible, and any conditions which may be placed on such transactions. That under section 46 (2) (ab) of FEMA, the Central Government is empowered to make rules governing the permissible classes of capital account transactions in accordance with Section 6 (2A) FEMA and the prohibition, restriction or regulation of such transactions.

58. Mr. Nankani, has further submitted that as on date, the applicable rules in this regard are the NDI rules. Under the NDI Rule 2 (ac), the Applicant is seeking to make an investment by executing the Final Award i.e. transfer of a security and the same is an investment as defined in the NDI Rules. Equity shares constitute non-debt instruments, as defined in Rule 2 (ai) of the NDI Rules. Further, Under Rule 2A, the RBI has the power to administer the NDI Rules, and may interpret the same and issue such directions, circulars, instructions, clarifications, as it may deem necessary, for the implementation of the NDI Rules. That under Rule 3, there is an absolute restriction on a person resident outside India, in the present case the Applicant, making an investment in India, except in accordance with the NDI Rules. The Second Proviso, however permits the RBI, on an application made to it and for sufficient reasons, to permit a person resident outside India to make an investment in India subject to such conditions as the RBI may consider necessary. That under Rule 4, there is an absolute restriction on an Indian entity such as the Respondent Company from receiving investment in India from a person resident outside India, except in accordance with the NDI Rules. Under Rule 5, an investment by a person resident outside India is subject to entry route sectoral caps, or investment limits, as the case may be and the attendant conditionalities for such an investment is laid down in the NDI Rules. That Rule 9 (3) provides that a person resident in India holding equity instruments of an Indian company, may transfer the same to a person resident outside India by way of sale, subject inter-alia to adherence to the pricing guidelines. These pricing guidelines are provided under Rule 21, and under Rule 21 (1) (b) (iii), the price of equity instruments of an Indian company transferred from a person resident in India to a person resident outside India shall not be less than the valuation of equity investments done as per any internationally accepted pricing methodology for valuation on an arm’s length basis duly certified by a Chartered Accountant or a Merchant Banker registered with the Securities and Exchange Board of India (the “SEBI”) or a practicing Cost Accountant, in case of an unlisted Indian company.

59. Mr. Nankani has submitted that the NDI Rules must, necessarily, be complied with before any transfer can take place. The NDI Rules pre-suppose that the transfer will take place at a price fixed as per the pricing guidelines. Rules 3, 4, 5, 9 (3), and 21 (1) (b) (iii) ought to be read together, the cumulative effect of which is that a transfer must be in accordance with the pricing guidelines. That in the present case, the transfer is to take place in accordance with the valuation arrived at by Deloitte Report, which is not in accordance with the requirements of FEMA.

60. Mr. Nankani further submitted that the valuation adopted in the Final award viz. the valuation of Deloitte is non-compliant with the requirements of FEMA as the value of the Company’s stake in Power Plus, was not taken into account and the contra report issued by BDO (Binder Dijker Otte) which arrived at valuation orders of magnitude higher than either Deloitte Report or Kalyaniwalla and Mistry Report was not taken into account.

61. Mr. Nankani has submitted that in order to comply with the law of transfer of such shares of an Indian Company by an Indian Resident to a Non-Resident, it is incumbent to first arrive at a correct fair market valuation as per the FEMA Regulations and directions/procedures of the Authorized Dealer Bank. Mr. Nankani has further submitted that it is only after carrying out such valuation that in execution of the Decree can the said shares be transferred as per the procedure laid down in the FEMA Regulations and various Rules made there under.

62. Mr. Nankani has submitted that pricing guidelines as per the Rules need compliance simultaneously with transfer and that there is no provision for post facto approval. The trigger event is transfer of shares, accordingly the consideration for transfer cannot be anything other than the lawful price in accordance with the NDI Rules. That hence a transfer of shares in violation of Rules 3, 4, 5, 9 (3) and 21 is not a rectifiable breach. That transfer of shares in execution presently sought, the price of which, as per pricing guidelines must be determined contemporaneously to the transfer.

63. Mr. Nankani has submitted that the Applicant has consciously and voluntarily invited an award on a representation to the Tribunal that necessary approval of RBI shall be obtained. The pricing guidelines under the NDI Rules require a current valuation, or at the very least a recent valuation.

64. Mr. Nankani has further submitted that apart from the pricing guidelines, in the present case, the valuation of the equity shares is of the year 2014, as against a transfer that is to take place in 2025/2026 i.e. nearly a decade later.

65. Mr. Nankani has submitted that in case of non-compliance, the Respondents as recipients would face huge penalties under Section 13 of FEMA, in the teeth of the bar under Rule 4.

66. Mr. Nankani has further submitted that under Regulation 3.1. Schedule I of the Foreign Exchange Management (Mode of Payment and Reporting of Non Debt Instruments) Regulations, 2019 (NDI Payment and Reporting Regulations), the mode of payment is required to be adhered to. Under sub-regulation (3), if the sale is not completed within 60 days, monies are required to be refunded within 15 days thereafter. Under sub-regulation (4) the Respondents will each be required to open escrow accounts in which the monies will have to be deposited. That under Regulation 4(3), Form FC TRS is required to be submitted and the onus is on the resident transferor, i.e. the Respondents. That Form FC – TRS requires a solemn declaration from the Respondents that the pricing guidelines (in NDI Rules) have been complied with.

67. Mr.Nankani has further submitted that the Applicant has failed to show its readiness and willingness to fulfill its obligations under the final award. Mr.Nankani has placed reliance on the decision of the Hon'ble Supreme Court in the case of Jai Narain Ram Lundia vs. Kedar Nath Khetan(AIR 1956 SC 359) and has submitted that when a decree imposes reciprocal obligations on party it must be executed wholly as decreed or not at all.

68. Mr. Nankani has submitted that the Appointment of Directors and injunctions against the Respondents, as sought for by the Applicant cannot be granted in Execution, that there is no provision, order or direction in the Final Award that entitles the Applicant to seek to have its directors appointed as is sought. Mr Nankani has submitted that the Final Award does not provide for this in any manner and that the jurisdiction for appointment of directors in the manner sought by the Applicant lies with the NCLT under Section 98 of the Companies Act, 2013 and the Applicant has in fact already exercised this legal remedy available to it by filing a Petition being Company Petition No. 833 of 2017 before the NCLT for having its directors appointed to the Board and the same is reserved for Orders by NCLT. Mr. Nankani has relied on the decision of the Hon’ble Supreme Court in the case of Cheran Properties Ltd. v. Kasturi & Sons((2019) 16 SCC 413) in support.

69. Mr. Nankani therefore submitted that the Applicant cannot engage in forum shopping and attempt to ride two horses at the same time as it is seeking to do. Learned Senior Counsel has further submitted that seeking appointment of directors in execution proceedings is not a matter of incidental or consequential relief as is sought to be made out by the Applicant and that it is a new and fresh relief sought for the first time and cannot be granted in execution proceedings, whether as an interim relief, or a final relief. Mr. Nankani has submitted that the Applicant is seeking to re-write and modify the award.

70. Mr. Nankani has further submitted that in the event the Final Award is held to be not executable in relation to sale and/or transfer of shares at a later date, or the transfer is to take place at a higher value as determined under FEMA, which higher value if the Applicant fails to pay, it will be impossible to put the clock back in respect of all the decisions that have taken by the nominee directors of the Applicant during interregnum. Mr. Nankani has therefore submitted that the Executing Court cannot grant any relief whether in respect of appointment of directors or injunctions against Respondent No.1 and Respondent No. 11 till the transfer of shares is finally concluded in accordance with FEMA.

71. Mr. Nankani has submitted that therefore in the circumstances this Court not grant any relief as the award is not executable and in the absence of RBI permission, the execution as prayed for will result in violations of FEMA.

72. Dr. Birendra Saraf, Learned Senior Counsel appearing for Respondents No. 3, 4, 11 to 18, 46 to 48 and 77 in furtherance of the submissions advanced by Mr. Nankani has submitted that, there is a material difference in the scope of enquiry and the powers by a Court in proceedings for enforcement of a foreign award under Section 48 of the Arbitration Act and the execution of an award as a decree of the Court after the Court is satisfied that the award is enforceable.

73. Dr Saraf has submitted that, the proceedings for enforcement of a foreign award are considered on the basis of the narrow grounds specified in Section 48 of the Act. If the challenge doesn’t fit into the narrow window of challenge, conditions made available from grounds (a) to (e) and the Court is satisfied that the award is enforceable, the award is “deemed to be a decree” of that Court under Section 49 of the Arbitration Act. That the decision of the Hon’ble Supreme Court in Vijay Karia and Ors v. Prysmian (supra) holds that the award is enforceable, however the executing Court has to see that the award is to be executed subject to certain compliances, regulatory or otherwise. That a foreign award may be governed by foreign law and also enforceable but that does not mean that at the stage of execution, compliance with the provisions of Indian law or Indian statute has to be overlooked.

74. Taking this Court to Part II of the Arbitration Act, which deals with enforcement of certain foreign awards, and to the definition of a foreign award in Section 44 of the Arbitration Act and to Section 46 of the Arbitration Act which provides as to when a foreign award is binding, Dr Saraf has submitted that 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.

75. Dr. Saraf has submitted that the enforceability of a foreign award only means that the said award can be relied in proceedings by way of defence, set off but that cannot mean that an enforceable foreign award is executable without reference to the provisions of the CPC applicable to execution of decrees. Dr. Saraf has submitted that Section 49 of the Arbitration Act reiterates this position when it provides that where a Court is satisfied that the foreign award is enforceable, the award shall be deemed to be a decree of the Court. Dr. Saraf has submitted that once an award is deemed as a decree of the Court then the provisions applicable to execution of decree under the CPC become applicable and the executing Court has to consider that.

76. Referring to the decision of the Hon’ble Supreme Court in Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others (supra) holding that the subject award is enforceable, Dr. Saraf has submitted that the said decision has primarily dealt with the aspect of breach of the fundamental policy of India and not with the breach of specific provision of statutes in India.

77. Dr. Saraf has relied upon Rules 3 and 9 of the FEMA Rules and upon paragraphs 97,98,102 and 110 of Cruz City Mauritius Holdings v. Unitech Ltd(2017 SCC Online Del 7810) which have been cited by the Hon’ble Supreme Court in Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others (supra) in paragraphs 87 and 88 in support of his contentions. Heavily relying upon paragraph 88 of the said decision, Dr. Saraf submits that even the Hon’ble Supreme Court has observed that if the foreign award directs shares to be sold at a sum less then the market value, the Reserve Bank of India may choose to step in and direct that the said shares be sold only at the market value and not at the discounted value or the Reserve Bank of India may choose to condone such a breach.

78. Dr. Saraf has submitted that the fundamental policy of Indian law must amount to a breach of some legal principle or legislation which is so basic to Indian law that it is not susceptible of being compromised. Relying upon paragraph 88, Dr. Saraf has submitted that fundamental policy refers to the core values of India’s public policy as a nation which may find expression not only in statutes but also in the time honoured, hallowed principles which are followed by Courts. Judged from this point of view, Dr Saraf has submitted that the enforcement of the foreign award was upheld. Dr Saraf has further submitted that the expression fundamental policy of Indian law refers to the principles and the legislative policy on which Indian statutes are founded which cannot be expected to be compromised but not to any specific provision of law including FEMA, which will have to be looked into by the executing Court.

79. Dr. Saraf further relied upon the decision of the Hon’ble Supreme Court in the case of Union of India v. Vedanta Ltd((2020) 10 SCC 1) to submit that a party holding a foreign award can apply for enforcement but the court before taking further effective steps for the execution of the award has to proceed in accordance with Sections 47 to 49 of the CPC. That once the court has decided that the foreign award is enforceable, it can proceed to take further effective steps for execution of the same by taking recourse to the provisions of Order XXI of Civil Procedure Code.

80. Placing reliance on Section 47 of the CPC, Dr. Saraf, further submitted that, an executing court cannot go behind a decree, but that doesn’t imply that the decree as passed must be executed ignoring all rights and laws which might render its implementation either illegal or impossible. Dr. Saraf has submitted that a Court will not execute a decree which would lead a party to be in contravention of the law.

81. Mr. Karl Tamboly, Learned Counsel appearing for the Respondent No.20, 22, 23, 25, 27, 28, 31 to 34 , 36 to 42, 44, 45, 50 to 57, 64 and 73 has adopted the submissions advanced by Mr. Vikram Nankani and Mr. Birendra Saraf, Learned Senior Counsel and has submitted that the foreign award, now deemed to be a decree of the Indian Court must meet the rigors that a domestic award or domestic decree must meet in execution. Mr. Tamboly has submitted, that whilst the Awards itself may not be illegal, in executing it, Indian Law must be complied with, and this Hon’ble Court cannot direct the Respondents to do any act that would be in contravention of the Indian Law. In support of these submissions Mr. Tamboly has relied on the following decisions of this Court:

                   i. Toepfer International Asia Pvt. Ltd v. Thapar Ispat Limited((2000) 2 Mah LJ 331)

                   ii. Force Shipping Ltd v. Ashapura Minechem Ltd.((2003) Mah LJ 329)

82. In rejoinder, Mr. Behramkamdin, learned Senior Counsel, for the Applicant has submitted that the issues raised on behalf of the Respondents have already been deliberated upon and decided by the Hon’ble Supreme Court in the enforcement proceedings in the matter in Vijay Karia & Ors v. Prysmian Cavi e Sistemi Srl (supra). Mr. Behramkamdin reiterates that by re agitating the same issues, the Respondents’ conduct is in the teeth of the Hon’ble Supreme Court’s decision, and the executing court ought to ignore any stand taken by the Respondents which is contrary to the opinion of the Hon’ble Supreme Court.

83. Mr. Behramkamdin has submitted that the Respondents’ contention that executability of a foreign award ought to be tested at a different threshold runs contrary to the judgment of the Hon’ble Supreme Court in LMJ International Ltd v. Sleepwell Industries Companies Ltd (supra). Learned Senior Counsel has submitted that therefore, the reliance by the Respondents’ on Force Shipping Limited v. Ashapura Minechem Limited (supra) in support of their contention that executability of a foreign award on the one hand and enforceability of the said award require separate determination is misplaced.

84. Mr. Behramkamdin, has further submitted that the Respondents’ submissions also fall foul of the judgment of the Delhi High Court in NTT Docomo Inc v. Tata Sons Limited(2017 SCC OnLine Del 8078) which held that there is no provision in law which permits RBI to intervene in enforcement proceedings to which it is not a party. Mr. Behramkamdin, would further distinguish the judgments relied upon by the Respondents. Mr. Behramkamdin has submitted that in view of the above, the Respondents’ submissions are thus wholly devoid of merit and this Court may allow the Execution Application as well as the connected Interim Applications and Chamber Summons.

85. The Applicant is seeking execution of the Awards directing the Respondents to transfer their 49 percent shareholding in the Company to Applicant at the value of INR 63.19 per share determined as on 30th September, 2014 and for consequential reliefs.

86. The Respondents’ have sought to resist the execution of the Awards primarily on the ground that the executability of an award differs from the enforceability of the award and that they are two different and distinct stages and that the executing Court cannot execute a decree, the implementation of which is either illegal or impossible. That there exists a dichotomy between the executability of an award on one hand and enforceability of the award on the other, and that there is material difference in the scope of enquiry and the powers of the Court in a proceeding for enforcement of a foreign award under Section 48 of the Arbitration Act and the execution of an award as a decree of the Court after the Court is satisfied. Also the ground that the transfer of shares would be contrary to the FEMA and the Foreign Exchange Management (Non-debt Instrument) Rules, 2016 (NDI Rules) including on the valuation for the transfer of shares has been raised.

87. Other grounds including objecting to the prayers sought in Interim Application No. 1401 of 2021 on account of the NCLT proceedings (Company Application No. 833 of 2017) filed by the Applicant purportedly for reliefs falling within the exclusive jurisdiction of the NCLT and to the partial execution of the award have also been raised.

88. Coming to the issue of enforcement v/s executability of the Award it would be first pertinent to consider Section 49 of the Arbitration and Conciliation Act, 1996 which deals with enforcement of a foreign award which reads thus:-

                   “Section 49. Enforcement of foreign awards – Where the Court is satisfied that the foreign award is enforceable under this Chapter, award shall be deemed to be a decree of that Court.”

89. Even though the Section refers to ‘enforcement’ and deals with the enforcing of an award as a decree yet the words ‘enforce’ or ‘enforcement’ have not been defined either in the Act or in the CPC. The Code of Civil Procedure only prescribes the mode and procedure for the execution of a decree. Execution has also not been defined. Therefore to understand the scope and ambit of these words let’s refer to the meanings assigned to the words in a judicial dictionary. The word ‘enforce’ is defined in the Black’s Law Dictionary as “to give force or effect” and the the word ‘enforcement’ is defined as “the act or process of compelling compliance with a law, mandate, command, decree or agreement.” The word “execution” is defined as “the act of carrying out or putting into effect (as a court order)”. As can be seen the words enforcement and execution, bear the same meaning and are often used interchangeably. In the context of arbitral awards, once an award is held to be enforceable, it necessarily becomes executable, as enforceability under law implies that the award can be acted upon in the manner as a decree of a civil court. Thus while all execution proceedings fall under the umbrella of enforcement, a determination that an award is enforceable legally entitles the award-holder to initiate execution. If the Court is satisfied that the application under Section 48 is without merit, and the foreign award is found to be enforceable, then under limited purpose of the legal fiction is for the purpose of the enforcement of the foreign award. The High Court concerned would then enforce the award by taking recourse to the provisions of Order XXI of the CPC.

90. The decision of the Hon’ble Supreme Court in Furest Day Lawson v. Jindal Exports Ltd(AIR 2001 SC 2293), wherein the Appellant filed Execution proceedings without filing a separate application for enforcement of foreign award draws home the point. The Hon’ble Supreme Court observed that if separate proceedings are to be taken, one for deciding the enforceability of a foreign award and the other thereafter for execution, it would only contribute to protracting the litigation and adding to the sufferings of the litigant in terms of money, time and energy and avoiding such difficulties is one of the objects of the Act as can be gathered from the scheme of the Act and particularly looking to the provisions contained in Sections 46 to 49 in of the Arbitration Act relation to enforcement of foreign award. Citing paragraph 40 in the case of Thyssen Stahlunion Gmbh vs. SAIL((1999) 9 SCC334) the Hon'ble Supreme Court has observed that a party holding foreign award can apply for enforcement of it but the Court before taking further effective steps for the execution of the award has to proceed in accordance with Sections 47 to 49 and that once the Court decides that the foreign award is enforceable, it can proceed to take further effective steps for execution of the same. Paragraph 31 of the said decision can be usefully quoted as under :

                   “31. Prior to the enforcement of the Act, the law of arbitration in this country was substantially contained in three enactments namely (1) The Arbitration Act, 1940, (2) The Arbitration (Protocol and Convention) Act, 1937 and (3) The Foreign Awards (Recognition and Enforcement) Act, 1961. A party holding a foreign award was required to take recourse to these enactments. The Preamble of the Act makes it abundantly clear that it aims at consolidating and amending Indian laws relating to domestic arbitration, international commercial arbitration and enforcement of foreign arbitral awards. The object of the Act is to minimize supervisory role of the court and to give speedy justice. In this view, the stage of approaching the court for making the award a rule of court as required in the Arbitration Act, 1940 is dispensed with in the present Act. If the argument of the respondent is accepted, one of the objects of the Act will be frustrated and defeated. Under the old Act, after making award and prior to execution, there was a procedure for filing and making an award a rule of court i.e. a decree. Since the object of the Act is to provide speedy and alternative solution of the dispute, the same procedure cannot be insisted under the new Act when it is advisedly eliminated. If separate proceedings are to be taken, one for deciding the enforceability of a foreign award and the other thereafter for execution, it would only contribute to protracting the litigation and adding to the sufferings of a litigant in terms of money, time and energy. Avoiding such difficulties is one of the objects of the Act as can be gathered from the scheme of the Act and particularly looking to the provisions contained in Sections 46 to 49 in relation to enforcement of foreign award. In para 40 of the Thyssen Stahlunion Gmbh vs. SAIL [(1999) 9 SCC 334] judgment already extracted above, it is stated that as a matter of fact, there is not much difference between the provisions of the 1961 Act and the Act in the matter of enforcement of foreign award. The only difference as found is that while under the Foreign Award Act a decree follows, under the new Act the foreign award is already stamped as the decree. Thus, in our view, a party holding foreign award can apply for enforcement of it but the court before taking further effective steps for the execution of the award has to proceed in accordance with Sections 47 to 49. In one proceeding there may be different stages. In the first stage the Court may have to decide about the enforceability of the award having regard to the requirement of the said provisions. Once the court decides that foreign award is enforceable, it can proceed to take further effective steps for execution of the same. There arises no question of making foreign award as a rule of court/decree again. If the object and purpose can be served in the same proceedings, in our view, there is no need to take two separate proceedings resulting in multiplicity of litigation. It is also clear from objectives contained in para 4 of the Statement of Objects and Reasons, Sections 47 to 49 and Scheme of the Act that every final arbitral award is to be enforced as if it were a decree of the court. The submission that the execution petition could not be permitted to convert as an application under Section 47 is technical and is of no consequence in the view we have taken. In our opinion, for enforcement of foreign award there is no need to take separate proceedings, one for deciding the enforceability of the award to make it a rule of the court or decree and the other to take up execution thereafter. In one proceeding, as already stated above, the court enforcing a foreign award can deal with the entire matter. Even otherwise, this procedure does not prejudice a party in the light of what is stated in paragraph 40 of the Thyssen judgment.”

91. The aforesaid findings of the Hon'ble Supreme Court would squarely apply to the facts of this case.

92. Therefore, what the law requires is the satisfaction of the Court that the foreign award is enforceable and once that is done there is no necessity for the Executing Court to delve into the very same question once again. To give a restricted and therefore contrived meaning to the word ‘enforcement’ would lead to an absurd situation where a foreign award creditor would have to face an additional hurdle in the form of objections as to executability of a foreign award alien to the grounds enumerated in Section 48 of the Arbitration Act even after the award has been held to be enforceable.

93. The Hon’ble Supreme Court in the case of LMJ International Ltd and Ors v. Sleepwell Industries Co. Ltd (supra) has held that the grounds urged regarding maintainability of the execution case could not have been considered in isolation and de hors the issue of enforceability of the subject foreign awards as the same were intrinsically linked to the question of enforceability of the foreign award. It has also been held that that Section 48 of the Arbitration Act does not provide for or permit piecemeal consideration and keeping in mind the legislative intent of speedy disposal of arbitration proceedings and limited interference by the Courts, taking any other view would result in encouraging successive and multiple rounds of proceedings for execution of foreign awards which cannot be countenanced. That, keeping in mind the avowed object of the Arbitration Act, in particular while dealing with the enforcement of the foreign awards, the scope of interference has been consciously constricted by the legislature in relation to the execution of the foreign awards.

94. Paragraph 17 of the said decision is usefully quoted as under:- “17.Be that as it may, the grounds urged by the petitioner in the earlier round regarding the maintainability of the execution case could not have been considered in isolation and dehors the issue of enforceability of the subject foreign awards. For, the same was intrinsically linked to the question of enforceability of the subject foreign awards. In any case, all contentions available to the Petitioner in that regard could and ought to have been raised specifically and, if raised, could have been examined by the Court at that stage itself. We are of the considered opinion that the scheme of Section 48 of the Act does not envisage piecemeal consideration of the issue of maintainability of the execution case concerning the foreign awards, in the first place; and then the issue of enforceability thereof. Whereas, keeping in mind the legislative intent of speedy disposal of arbitration proceedings and limited interference by the courts, the Court is expected to consider both these aspects simultaneously at the threshold. Taking any other view would result in encouraging successive and multiple rounds of proceedings for the execution of foreign awards. We cannot countenance such a situation keeping in mind the avowed object of the Arbitration and Conciliation Act, 1996, in particular, while dealing with the enforcement of foreign awards. For, the scope of interference has been consciously constricted by the legislature in relation to the execution of foreign awards. Therefore, the subject application filed by the Petitioner deserves to be rejected, being barred by constructive res judicata, as has been justly observed by the High Court in the impugned judgment.”

95. Therefore the contention of the Respondents that the enforcement of the arbitral award is distinct from executability is hereby rejected.

96. The reliance of the Respondents on the decision of the Hon’ble Supreme Court in Union of India v. Vedanta Limited (supra) is also misplaced in as much as the said decision itself holds that if the Court is satisfied that the application under Section 48 is without merit, and the foreign award is found to be enforceable, which also is the case herein, then under Section 49 the award shall be deemed to be a decree of that Court and the High Court concerned would enforce the award by taking recourse to the provisions of Order XXI of the CPC.

97. The Respondents have also relied on the judgment of this Court in Force Shipping Limited v. Ashapura Minechem Limited (supra) in support of their contention that executability of a foreign award on the one hand and enforceability of the said award require separate determination. In my view the reliance placed on this decision is also misplaced as the Judgment holds that“once the court proceeds to hold that the Award is enforceable, it can thereafter proceed to execute the decree without further procedural requirements.”

98. The Respondents have also relied on the decision of Toepfer International Asia Pvt Ltd. v. Thapar Ispat Limited (supra) to argue that post enforcement, the foreign award is required to meet the rigours that a domestic award or domestic decree must meet in execution under Order XXI of the CPC, however, the said decision only holds that once an award is deemed to be a decree of the Court, it is open to the parties to seek its execution in accordance with the provisions of the CPC. The said decision, in my view, does not further the case of the Respondents. Once a foreign award is held to be enforceable, then execution is to follow as a matter of course, more so, as all the objections raised herein have already been dealt with and negated by the Hon'ble Supreme Court.

99. In view of what has been held as above, the contention on behalf of the Respondents that the enforcement under Section 48 and 49 is merely the opening mechanism by which the Court determines that the foreign award is fit for execution in India, and once it is held to be fit in that regard, it is deemed to be a decree of the Indian Court, which then must abide by municipal law during the course of its execution is rejected. Such a contention would defeat the very purpose of Section 48 of the Arbitration Act, which adopts the pro-enforcement bias of the New York Convention.

100. It is trite law that the executing court cannot go behind a decree or an award which is held to be executable and it is only where the award/decree sought to be enforced is on the face of the record, wholly without jurisdiction and thus a nullity, that an executing court will interfere with the execution of an award/decree. And that admittedly is not the case here.

101. In the case of Vasudev Dhanjibhai Modi v. Rajabhai Abdul Rehman and Ors (supra) the Hon’ble Supreme Court has held that the court executing a decree cannot go behind the decree: between the parties or their representatives it must take the decree according to its tenor, and cannot entertain any objection that the decree was incorrect in law or on facts, until it is set aside by an appropriate proceeding in appeal or revision. Paragraph 7 of the decision is relevant as well and the same is usefully quoted as under:

                   “7. When a decree which is a nullity, for instance where it is passed without bringing the legal representative on the record of a person who was dead at the date of the decree, or against a ruling prince without a certificate, is sought to be executed an objection in that behalf may be raised in an execution proceeding if the objection appears on the face of the record: where the objection as to the jurisdiction of the Court to pass the decree does not appear on the face of the record and requires examination of the questions raised and decided at the trial or which could have been but have not been raised, the executing Court will have no jurisdiction to entertain an objection as to the validity of the decree even on the ground of absence of jurisdiction….”

                   (emphasis supplied)

102. In the case of Rafique Bibi (Dead) by LRs v. Sayed Waliuddin (Dead) by LRs and Ors (supra) the Hon’ble Supreme Court has held that even if a decree suffering from illegality or irregularity of procedure cannot be termed inexecutable by the executing court, the remedy of a person aggrieved by such a decree is to have it set aside in a duly constituted legal proceedings or by a superior court failing which he must obey the command of the decree. Paragraph 8 of the decision is relevant and is usefully reproduced as under:

                   “8. A distinction exists between a decree passed by a Court having no jurisdiction and consequently being a nullity and not executable and a decree of the court which is merely illegal or not passed in accordance with the procedure laid down by law. A decree suffering from illegality or irregularity of procedure cannot be termed inexecutable by the executing court, the remedy of a person aggrieved by such a decree is to have it set aside in a duly constituted legal proceedings or by a superior court failing which he must obey the command of the decree. A decree passed by a court of competent jurisdiction cannot be denuded of its efficacy by any collateral attack or in incidental proceedings.”

                   (emphasis supplied)

103. In the case of Bhawarlal Bhandari v. Universal Heavy Mechanical Lifting Enterprises (supra) the Hon’ble Supreme Court while deciding the question whether the award/decree was a nullity being barred by limitation and whether the executing court can go behind such a decree while relying on the decision of the Vasudev Dhanjibhai Modi v. Rajabhai Abdul Rehman (supra) held that even if a decree was passed beyond the period of limitation, it would be an error of law or at the highest a wrong decision which can be corrected in appellate proceedings and not by the executing court which was bound by such a decree.

104. In view of the aforesaid elucidation, the Respondents’ contention that the executing court is required to test the decree against a lesser bar of violation of Indian law runs contrary to the settled position. Under Section 47, the Executing Court can undertake only a limited enquiry regarding jurisdictional issues which goes to the root of the decree and has the effect of rending the decree a nullity, which is not the case here.

105. The Respondents have relied upon the judgment of the Hon’ble Supreme Court in Dhurandhar Prasad Singh v. Jai Prakash University (supra) to submit that a decree may be set aside if it is passed in ignorance of law. A complete reading of the judgment reveals that a challenge to the validity of a decree does not render a decree to be inexecutable on account of it being in ignorance of law and in fact, the Hon’ble Supreme Court has analysed the meaning of the phrase void ab initio in relation to a decree and in fact held that the High Court was not justified in allowing objections under Section 47 of the CPC. Further the said decision is distinguishable as the said decision pertains to a situation where the award was inexecutable by virtue of a law which declared the award itself to be non-executable which is not the case here.

106. The reliance upon the decision in the case of Jai Narain Ram Lundia vs. Kedar Nath Khetan (supra) by the Respondents in support of the contention that the Applicant has failed to show its readiness and willingness to fulfill its obligations under the final award is not necessary to be dealt with as on behalf of the Applicant but the Respondents have failed to consider that during the course of arguments it has been reiterated that the Applicant is able and to bring the funds into Court as and when the shares are dematerialized.

107. As can be seen, the Respondents / Award debtors had challenged the enforcement proceedings before this Court which challenge has been negatived all the way up to the Hon'ble Supreme Court. In fact, in the Contempt Petition after all the challenges to the enforcement of the Award are rejected. The Hon’ble Supreme Court has in its last order in the case of Prysmian Cavi E Sistemi S.R.L. versus Vijay Karia & Anr(supra) held that:

                   “Execution Court ought to proceed in this matter expeditiously and if any stand is taken by the judgment debtor, which is contrary to the opinion of this Court, we need not add that the Executing Court ought to ignore such stand.”

108. In view of the above, it would not be necessary for this Court to go into any stand taken by the Respondents which is contrary to the opinion of the Hon'ble Supreme Court but to ignore it.

109. The Respondents have further contended that the execution of the Arbitral Awards i.e. the transfer of shares directed therein, without the prior approval of the RBI, would constitute a contravention of the NDI Rules and more specifically the pricing guidelines contained therein i.e. Rule 21 and of the Foreign Exchange Management Act, 1999. The Respondents have also submitted that there is no provision permitting the grant of a post facto approval by the RBI. I am afraid the said contentions have already stood negatived by the Hon’ble Supreme Court in Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others (supra) where in paragraph 88 it has been held as under:

                   88. This reasoning commends itself to us. First and foremost, FEMA - unlike FERA - refers to the nation’s policy of managing foreign exchange instead of policing foreign exchange, the policeman being the Reserve Bank of India under FERA. It is important to remember that Section 47 of FERA no longer exists in FEMA, so that transactions that violate FEMA cannot be held to be void. Also, if a particular act violates any provision of FEMA or the Rules framed thereunder, permission of the Reserve Bank of India may be obtained post-facto if such violation can be condoned. Neither the award, nor the agreement being enforced by the award, can, therefore, be held to be of no effect in law. This being the case, a rectifiable breach under FEMA can never be held to be a violation of the fundamental policy of Indian law. Even assuming that Rule 21 of the Non-Debt Instrument Rules requires that shares be sold by a resident of India to a non-resident at a sum which shall not be less than the market value of the shares, and a foreign award directs that such shares be sold at a sum less than the market value, the Reserve Bank of India may choose to step in and direct that the aforesaid shares be sold only at the market value and not at the discounted value, or may choose to condone such breach. Further, even if the Reserve Bank of India were to take action under FEMA, the non-enforcement of a foreign award on the ground of violation of a FEMA Regulation or Rule would not arise as the award does not become void on that count. The fundamental policy of Indian law, as has been held in Renusagar (supra), must amount to a breach of some legal principle or legislation which is so basic to Indian law that it is not susceptible of being compromised. “Fundamental Policy” refers to the core values of India’s public policy as a nation, which may find expression not only in statutes but also time-honoured, hallowed principles which are followed by the Courts. Judged from this point of view, it is clear that resistance to the enforcement of a foreign award cannot be made on this ground.”

110. It is has been contented on behalf of the Respondents on the basis of the above that the Supreme Court judgment does not hold that no prior permission or approval of RBI is required in the present case. The submission is completely flawed as the Hon’ble Supreme Court has left it to the discretion of RBI to step in the event the shares are not sold at the market value or to choose to condone such breach.

111. As can be seen that the Hon’ble Supreme Court has categorically held that unlike Section 47 of the Foreign Exchange Regulation Act, 1973 (“FERA”) transactions that violate FEMA cannot be held to be void. That even if RBI were to take action under FEMA, the non- enforcement of a foreign award on the ground of violation of a FEMA Regulation or Rule would not arise as the award does not become void on that count. That a rectifiable breach under FEMA can never be held to be a violation of the fundamental policy of Indian Law. That if a particular act violates any provision of FEMA or the Rules framed thereunder, permission of RBI may be obtained post facto if such violation can be condoned.

112. Section 3 of FEMA reads as under

                   “3. Dealing in foreign exchange, etc.—Save as otherwise provided in this Act, rules or regulations made thereunder, or with the general or special permission of the Reserve Bank, no person shall—

                   (a) deal in or transfer any foreign exchange or foreign security to any person not being an authorised person;

                   (b) make any payment to or for the credit of any person resident outside India in any manner;

                   (c) receive otherwise through an authorised person, any payment by order or on behalf of any person resident outside India in any manner.

                   Explanation.—For the purpose of this clause, where any person in, or resident in, India receives any payment by order or on behalf of any person resident outside India through any other person (including an authorised person) without a corresponding inward remittance from any place outside India, then, such person shall be deemed to have received such payment otherwise than through an authorised person;

                   (d) enter into any financial transaction in India as consideration for or in association with acquisition or creation or transfer of a right to acquire, any asset outside India by any person.

                   Explanation.—For the purpose of this clause, “financial transaction” means making any payment to, or for the credit of any person, or receiving any payment for, by order or on behalf of any person, or drawing, issuing or negotiating any bill of exchange or promissory note, or transferring any security or acknowledging any debt”

113. As can be seen, Section 3 of the FEMA inter-alia provides that no person can deal in or transfer foreign exchange/foreign security to a person not being an authorised person or make payment to or for the credit of any person resident outside India, “Save as otherwise provided in this Act, rules or regulations made thereunder, or with the general or special permission of the Reserve Bank, no person shall..”

114. Section 3 of the FEMA, by itself does not impose any requirement of prior approval or prior permission. The term “general or special permission” includes within its ambit, both prior permission as well as subsequent permission.

115. In the case of LIC v. Escorts Ltd (supra) the Hon’ble Supreme Court had while considering Section 29(1) of FERA has held that permission’ of Reserve Bank of India may also be ex post facto and need not necessarily be a prior one. Paragraph 63 of the said decision is usefully quoted as under:

                   “63. We have already extracted Sec.29(1) and we notice that the expression used is "general or special permission of the Reserve Bank of India" and that the expression is not qualified by the word "previous" or "prior". While we are conscious that the word 'prior" or "previous" may be implied if the contextual situation or the object and design of the legislation demands it, we find no such compelling circumstances justifying reading any such implication into Sec 29(1). On the other hand, the indications are all to the contrary. We find, on a perusal of the several, different sections of the very Act, that the Parliament has no been unmindful of the need to "clearly express its intention by using the expression "previous permission" whenever it was thought that "previous permission" was necessary. In Sections 27(1) and 30, we find that the expression 'permission' is qualified by the word 'previous' and in Sections 8(1), 8(1) and 31, the expression 'general or special permission' is qualified by the word "previous", whereas in Sections 13(2), 19(1), 19(4), 20, 21(3), 24, 25 28(1) and 29, the expressions 'permission' and 'general' or 'special permission' remain unqualified. The distinction made by Parliament between permission simpliciter and previous permission in the several provisions of the same Act cannot be ignored or strained to be explained away by us. That is not the way to interpret statutes. The proper way is to give due weight to the use as well as the omission to use the qualifying words in different provisions of the Act. The significance of the use of the qualifying in one provision and its non-use in another provision may not be disregarded. In our view, the Parliament deliberately avoided the qualifying word 'previous ' in Section 29(1) so as to invest the Reserve Bank of India with a certain degree of elasticity in the matter of granting permission to non-resident companies to purchase shares in Indian companies. The object of the Foreign Exchange Regulation Act, as already explained by us, undoubtedly, is to earn, conserve, regulate and stored foreign exchange. The entire scheme and design of the Act is directed towards that end. Originally the Foreign Exchange Regulation Act, 1947 was enacted as a temporary measure, but it was placed permanently on the Statute Book by the Amendment Act of 1957. The Statement of Objects and Reasons of the 1957 Amendment Act expressly stated, "India still continues to be short of foreign exchange and it is necessary to ensure that our foreign exchange resources are conserved in the national interest." In 1973, the old Act was repealed and replaced by the Foreign Exchange Regulation Act, 1973, the long title of which reads : "An Act to consolidate and amend the law regulating certain payments, dealings in foreign exchange ant securities, transactions indirectly affecting foreign exchange and the import and export of currency and bullion, for the conservation of foreign exchange resources of the country and the proper utilisation thereof in the interest of the economic development of the country." We have already referred to sec.76 which emphasises that every permission or licence granted by the Central Government or the Reserve Bank of India should be animated by a desire to conserve the foreign exchange resources of the country. The Foreign Exchange Regulation Act is, therefore, clearly a statute enacted in the national economic interest. When construing statutes enacted in the national interest, we have necessarily to take the broad factual situations contemplated by the Act and interpret its provisions so as to advance and not to thwart the particular national interest whose advancement is proposed by the legislation. Traditional norms of statutory interpretation must yield to broader notions of the national interest. If the legislation is viewed and construed from that perspective, as indeed it is imperative that we do, we find no difficulty in interpreting 'permission' to mean 'permission', previous or subsequent, and we find no justification whatsoever for limiting the expression 'permission' to 'previous permission' only. In our view what is necessary is that the permission of the Reserve Bank of India should be obtained at some stage for the purchase of shares by non-resident companies.”

116. Further in the case of Videocon Industries Ltd v. Intesa Sanpaolo SPA (supra) this Court has in paragraph 35 held that the words “or with the general or special permission of Reserve Bank” cannot be construed as prior permission of the Reserve Bank.

117. In the facts of this case, in fact the transaction being a current account transaction, is already contemplated in the general permission that have been granted by the Reserve Bank of India only subject to the pricing / valuation being certified by a Chartered Accountant, which in the facts of this case is done by the Deloitte Report and which has already been looked into and approved by the Hon'ble Supreme Court and therefore the same issue cannot be re-agitated before this Court. The question therefore of prior approval from Reserve Bank of India does not arise.

118. The Respondents have sought to rely upon the decision of Cruz City Mauritius Holdings v. Unitech Limited (supra) to contend that the prior approval of the RBI is necessary, the Respondents’ reliance is misplaced in as much as in the facts in the said decision pertain to the remittance of foreign exchange in favour of a foreign party seeking enforcement of a foreign exchange in favour of the Indian Party.

119. In light of the aforesaid, the contention of the Respondents that the Awards are in contravention of FEMA having been previously raised and decided before the Hon’ble Supreme Court cannot be raised again in execution.

120. The Respondents have also objected to the executability of the Award contending that the valuation date adopted in the Deloitte Valuation on the basis of which the Awards were passed being of 2014 is not in compliance with law, which they contend requires a current/recent valuation. That since the UAE subsidiary's valuation (Power Plus Cable Company LLC) was not included in the Deloitte Report (and was in fact included in the BDO Report commissioned by the Respondents, which yielded a much higher valuation) the Deloitte valuation is improper. That since the Deloitte valuation report was not a report prepared for the purposes of valuation under FEMA read with NDI Rules the same is invalid.

121. Apart from the fact that the issue has already been concluded by the decision of the Hon'ble Supreme Court and cannot be re-agitated before this Court, it is settled law that valuation relating to the date of the passing of the awards in the year 2014 would be relevant and not the current or recent valuation or the date when the Hon'ble Supreme Court passed the order negativing the challenges to the enforcement of the award or the date of the judgment holding the awards to be executable in view of the decision of the Hon'ble Supreme Court holding the award to be enforceable. The decision of the Hon'ble Supreme Court in the case of Forasol vs. Oil and Natural Gas Commission (supra) as sought to be relied upon by Mr.Nankani, therefore, would not be applicable to the facts of this case.

122. The Hon’ble Supreme Court in the decision of Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others (supra) has rejected the above objection recording its finding in Paragraph 108 which is usefully reproduced as under:-

                   “108. Having found that the delay in the valuation report was attributable largely to the appellants and that therefore the agreed date of 30-9-2014 is the correct date, we find nothing in the award which can be said to even remotely shock our conscience. This ground is also therefore rejected. Dr Sinhgvi’s fervent plea to exercise our power under Article 142 of the Constitution of India, so as to shift the valuation date from 30-09-2014 to the date of our judgment must also be rejected given the learned arbitrator’s finding. Quite apart from this, nothing in Section 48 of the Arbitration Act would permit an enforcing court to add to or subtract from a foreign award that must either be enforced or rejected by reason of any of the grounds under Section 48 being made out to resist enforcement of such foreign award. This Court’s power under Article 142 ought not to be used to circumvent the legislative policy contained in Section 48 of the Arbitration Act.”

                   (emphasis supplied)

123. The Respondents have contended that since the UAE subsidiary’s valuation (Power Plus Cable Company LLC) was not included in the Deloitte Report (and was in fact included in the BDO report commissioned by the Respondents, which yielded a much higher valuation), the Deloitte valuation is improper. This very contention was negatived by the Supreme Court in Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others (supra) where the Hon’ble Supreme Court found that the Respondents’ submissions in this regard were duly considered and rejected by the arbitrator, who correctly applied valuation mechanism contractually agreed upon by the parties. Paragraph 107 is usefully reproduced as under:

                   “107. Dr Singhvi then agrued that the valuation made by Deloitte ignored a stake of 49% of Ravin in a company called Power Plus, which stake has been valued by the appellants’ valuer (one BDO) at INR 563 crores. Considering that this aspect was not taken into account by Deloitte, the valuation report ought not to have been accepted by the learned arbitrator, also being contrary to the position taken by both parties. This submission was dealt with by the learned arbitrator in greater detail in para 19 of the final award dated 11-4-2017. Among other things, the learned arbitrator referred to Clause 17 of the JVA and stated that the said clause together with the formula prescribed therein was followed by Deloitte. Since this was done, Deloitee cannot possibly be faulted and cannot further be asked to take into account the stake of Ravin in Power Plus, as that would go outside the JVA. This again is a matter for the arbitrator to determine. This again is a ground wholly outside grounds that can attract challenge to foreign awards under Section 48.”

                   (emphasis supplied)

124. The Respondents have further contended that the Deloittte valuation report was not a report prepared for the purposes of valuation under FEMA read with the NDI rules and is thus invalid. This contention has also been considered and negatived by the Hon’ble Supreme Court in Vijay Karia and Others v. Prysmian Cavi E Sistemi SRL and Others (supra) in Paragraph 110 which is reproduced as under:-

                   “110. Dr. Singhvi then argued that in ordering the sale of shares at a 10% discount of the fair market value arrived at by Deloitte, FEMA and the Rules made thereunder would be breached, resulting in the award being contrary to the public policy of India, in that it would be against the fundamental policy of the Indian law. As pointed out hereinabove, for the reasons given in paras 84 to 89 of this judgment, this ground again is bereft of any merit. In fact, the learned arbitrator awarded INR 63.90 per share as per the Deloitte valuation, which was contractually binding under Clause 17 of the JVA. Therefore, the lower valuation of INR 16.88 per share as in the M/s. Kalyaniwalla & Mistry valuation report dated 4-3- 2016 was not accepted.”

125. The Respondents’ attempt to raise the above and other objections in the current execution mirrors those previously addressed during the enforcement phase of the arbitral award. Such repetitive objections are impermissible, as they contravene the pro-enforcement bias of the New York Convention adopted by Section 48 of the Arbitration Act. Allowing the respondents to reintroduce these objections at this juncture would effectively grant them a ‘second bite at the cherry’ undermining the finality of the arbitral award and the efficiency of the execution process and therefore these objections stand rejected.

126. The aforesaid view is in consonance with the fact that India is a signatory to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, 1958 (hereinafter referred to as “New York Convention”) and intends – through this legislation – to ensure that a person who belongs to a Convention country, and who, in most cases, has gone through a challenge procedure to the said award in the country of its origin, must then be able to get such award recognized and enforced in India as soon as possible, it not being in dispute that the awards have not been challenged in the country of origin and even the challenge to its enforcement has been rejected by the Hon'ble Supreme Court.

127. The Respondents have also sought to object to the Execution of the Arbitral Awards on the ground that the reliefs sought by the Applicant for transfer of shares, is in the exclusive jurisdiction of the NCLT and the executing court cannot grant such relief. The Respondents have sought to rely on decision of the Hon’ble Supreme Court in Cheran Properties Ltd v. Kasturi & Sons Ltd (supra) in support of this contention.

128. I am unable to agree with the said objection and agree with Mr.Khambata that Section 98 of the Companies Act, 1956, contemplates the NCLT directing convening of a meeting of a company whereas the prayers sought for in Interim Application No.1401 of 2021 are qua the Respondents in enforcement of the contractual rights confirmed by the award not falling within the purview of Section 98 and that the reliefs sought do not fall within the exclusive jurisdiction of the NCLT. That, this Court being an executing Court can exercise powers under Section 51(e) of the CPC, as has been upheld by the Hon'ble Supreme Court in the case of State of Haryana vs. State of Punjab and Another (supra) which allows this Court to pass orders for enforcement of decrees in a manner to give effect to it. Further, the decision in the case of Cheran Properties Ltd. vs. Kasturi & Sons (supra) is distinguishable and therefore not applicable and would not apply to the facts of this case as the said decision was on an application for rectification whereas the present case pertains to execution of a foreign award which declares the Applicant’s rights to have the shares held by the Respondents in the Company transferred to it. It is in furtherance of these rights that the Respondents have been directed to convene and hold a meeting of the board of directors of the company for the limited purpose of registering the transfer of shares in favour of the Applicants, whereas the award in the case of Cheran Properties Ltd. vs. Kasturi & Sons (supra) contains no such direction / order. There is no rectification of the register of members sought in the facts of this case.

129. In the case of Babu Lal v. M/s. Hazar Lal Kishori Lal and Others (supra) Hon’ble Supreme Court citing the judgment of a Division Bench of the Calcutta High Court in case of Karthick Chandra Pal v. Dibakar Bhattacharya (supra) held that the residuary power under Section 51 (e) allows a court to pass orders for enforcing a decree in a manner which would give effect to it. Paragraph 7 of the said decision is relevant and is usefully quoted as under:

                   7. In Karthick Chandra Pal v. Dibakar Bhattacharya a Division Bench of the Calcutta High Court, however, after reviewing a number of reported cases, viz.,Ranjit Singh v. Kalidasi Devi. Madmohan Singh v. Gaja Prasad Singh, Deonandan Prasad v. Janki Singh and Atal Behary v. Barada Prasad, observed:

                   "It is incontestable that in a suit for specific performance of contract for the sale of land it is open to the plaintiff to join in the sale suit two prayers, one for the execution of the deed of transfer and another for recovery of possession of the land in question….

                   We ought to remember in this connection that no special form of decree in a suit for specific performance is supplied by the Civil Procedure Code. Chapter 11, Specific Relief Act deals with the various circumstances under which a contract may be enforced specifically and where it cannot be allowed. When a contract is to be specifically enforced, it means simply this that when the parties do not agree to perform the contract mutually the intervention of the Court is required and the Court will do all such things as the parties would have been bound to do had this been done without the intervention of the Court. A sale of a property after payment of the consideration and upon due execution of the deed of sale presupposes and requires the vendor to put the purchaser in possession of the property. It cannot be suggested that when a party comes to Court for a specific performance of a contract he is to be satisfied with simply the execution of the document on payment of the consideration money. The Court when allowing the prayer for specific performance vests the executing court with all the powers which are required to give full effect to the decree for specific performance. By the decree for specific performance, the court sets out what it finds to be the real contract between the parties and declares that such a contract exists and it is for the executing court to do the rest, In may be noticed further that a decree in a suit for specific performance has been considered to be somewhat in the nature of preliminary decree which cannot be set out in the fullest detail all the different steps which are required to be taken to implement the main portion of the order directing specific performance of the contract. The executing court is in such a case vested with authority to issue necessary directions."

130. Section 51(e) of the Code of Civil Procedure, 1908 which provides thus:-

                   “Subject to such conditions and limitations as may be prescribed, the Court may, on the application of the decree-holder, order execution of the decree-

                   ….

                   (e) in such other manner as the nature of relief granted may require”

131. I am of the view that the residuary power under Section 51(e) of the CPC permits execution as far as machinery under CPC can actually operate, it does not create new substantive jurisdiction, it only covers cases where the machinery under CPC is adaptable. The injunctive reliefs in furtherance of the Awards and transfer of shares and direction to the Respondents to take all necessary steps and to execute all necessary documents for the appointment of the Applicant’s nominee directors on the Board of Directors of Ravin Cables Ltd are within the powers of the executing Court.

132. The Respondents have placed on record a letter of the RBI dated 19th August 2025 which was issued pursuant to Mr. Vijay Karia’s letter dated 05th December 2022.

133. It has been submitted by the Respondents that the said letter makes it clear that RBI requires as a mandate of law that even in execution of the Award, the NDI Rules have to be complied with.

134. The RBI Letter which is post the filing of the execution proceedings in paragraph 2 states that it has no objection to the enforcement of the arbitration award upheld by the Hon’ble Supreme Court of India, however, the transfer of the equity instruments of Ravin Cables Limited from persons resident in India (Shri Vijay Karia and other shareholders) to the foreign investor viz. Prysmian Cavi E Sistemi SRL must be in accordance with the extant FEMA, 1999 rules, and regulations made thereunder, including adherence to the pricing guidelines prescribed under the Foreign Exchange Managaement (Non- Debt Instruments) Rules, 2019.

135. The scanned copy of the said RBI Letter is extracted below :

                  

136. As can be seen, the RBI letter does not bear out any new circumstance necessitating a renewed deliberation on issues already argued and dealt with. The RBI letter in fact records that the RBI has no objection to the enforcement of the arbitration award upheld by the Hon’ble Supreme Court. The said letter does not convey that prior permission of the RBI is required for the execution of the award. Infact, as noted above, paragraph 88 of the decision of the Hon'ble Supreme Court in the case of Vijay Karia and Others vs. Prysmian Cavi E Sistemi SRL and Others (supra) has considered and negatived this objection which cannot be gone into again, and that, no objection as to the FEMA 1999, Rules, Regulations nor the pricing guidelines can be raised again. The objection sought to be raised by way of a fresh letter dated 19th August 2025 post the filing of the Execution Application, in my view, would therefore not be of any relevance but only to delay the execution proceedings, inviting an order for payment of costs.

137. Moreover, it is pertinent to refer to the decision of the Delhi High Court in case of NTT Docomo Inc v. Tata Sons Limited (supra) wherein the Delhi High Court has held that there is no provision in law which permits RBI to intervene in a petition seeking enforcement of an Arbitral Award to which RBI is not a party.

138. It is also pertinent to note here that the Interim Application No. 216 of 2021 inter alia seeking that the Reserve Bank of India be impleaded to the Execution Application came to be dismissed by this Court vide its order dated April 5, 2022 recording thus:

                   “4. It is made clear that the points raised by the Applicants in the above Interim Application (Original Respondents) are kept open for the Respondents to agitate at the time of opposing the above Execution Application or any proceedings filed therein. It is further made clear that the Applicants shall not be allowed to canvass in the future that RBI needs to be joined as a party Respondent in the above Execution Application or any proceedings therein.”

                   (emphasis supplied)

139. The Respondent has also submitted that the deletion of the Respondents No. 70,71,72,74,75 and 78 from the array of parties to the Execution Application, have far reaching consequences on the execution of the Award and that partial execution of the Award is not permissible in law or under the JVA and an Award must either be executed as a whole, or not at all.

140. The FPA held that the Applicant had rightly brought the arbitration against each of the Existing Shareholders, each of whom was represented by Mr. Vijay Karia. Paragraph 11 and 42 of the FPA is reproduced as under:

                   “11. It is no longer disputed by the Respondents that all Existing Shareholders are party to the JVA and to this arbitration. The First Respondent initially in its Response to the Request to Arbitration sought to argue that only Mr. Vijay Karia was party to the arbitration and validly before the Tribunal. This, however, was not pursued by the Respondents’ legal advisors and, in any event to the extent that there is any possible room for doubt or dispute, the Tribunal holds that by virtue of Clause 28.16 of the JVA and the Power of Attorney provided in Schedule XIII of the JVA, all the Existing Shareholders are represented by Mr. Vijay Karia for all purposes of the JVA and that the Claimant has validly and correctly brought this arbitration against each of the Existing Shareholders under the JVA, each of whom is represented by Mr. Vijay Kaira. Yet further, and in any event, the Respondents have now brought their own counterclaim in this arbitration and fully participated in it. Therefore there cannot be any dispute that each of the Respondents is party to this arbitration reference…

                   ….

                   42.On 09 September 2012, the Respondents served their Statement of Defence and Counterclaim. The Respondent no longer pursued its reservation with regard to the position of the First Respondent. The Statement of Defence and in particular the Counterclaim was served and filed on behalf of all the Respondents.”

141. The Final Award, as noted above, held that the Respondents do transfer to the Claimant 10,252,275 shares by them to the Claimant at the Discounted Price of INR 63.9 per share aggregating to INR 655,200,000, and Mr. Vijay Karia (who holds Powers of Attorney executed by each Existing Shareholder) do forthwith and without delay execute the requisite transfer forms for transfer of 10,252,275 shares in favour of the Claimant.

142. The Applicant has therefore filed the execution application to execute the Awards as a decree of this Court and joined all the Respondents in the captioned Execution Application out of abundant caution. Clause 28.16 of the JVA demonstrates that Mr. Vijay Karia is deemed to be the constituted attorney for all the Existing Shareholders.

143. By an order dated 27th March 2019, this Court directed Mr. Vijay Karia to deposit all 10,252,275 shares with the Prothonotary & Senior Master held by Respondents along with the share transfer forms signed by Mr. Karia as the constituted attorney of the transferor-Respondents of which 91,30,175 shares have been deposited with the Prothonotary and Senior Master of the High Court and the balance 11,22,100 shares are yet to be deposited.

144. On 18th February 2020, this Court once again directed the Respondents to comply with the Order dated 27th March 2019 within 15 days. Thereafter, by an order dated 14th July 2021, this Court directed the Applicant to issue notice to each Respondent separately since the Respondents’ advocate had submitted that Mr. Vijay Karia does not hold the power of attorney on behalf of all Respondents.

145. As noted above, on 9th September 2025 and on 11th November 2025, this Court has permitted deletion of the Respondents no.70, 71, 72, 74, 75 and 78 at the request of the Applicant. It is pertinent to note that no objection was raised then nor the order permitting the deletion has been challenged. But only subsequently an objection has been raised on behalf of the Respondents that the award cannot be executed partially as the award contemplates transfer of all shares. Apart from the fact that no objection was raised when the deletion was allowed, I am of the view that although the award contemplates transfer of all shares held by multiple shareholders, and the same refers to entitlement inter se the contracting parties the same is not necessarily a joint, inseparable obligation requiring simultaneous performance. The said relief is several and the award does not expressly stipulate that the transaction is indivisible or conditional upon collective performance.

146. In execution, the court is concerned with enforceability of obligation as it operates in fact. The award directing transfer of shares does not become incapable of partial enforcement merely because it uses the expression ‘all shares’. Therefore, where certain shareholders are not proceeded against or where execution is given up qua certain Respondents, the award holder is still entitled to enforce the Award against the remaining shareholders whose obligations are independently enforceable.

147. It is trite law that partial execution of a decree that grants separate reliefs is permissible. In the case of Panaji Girdharlal v. Ratanchand Hajarimal Marwadi (supra) this Court held that where the decree sought to be executed gives two different reliefs, the decree may be executed separately and the Applicant will have waived his right to execution for the reliefs he chooses not to press.

148. Accordingly, the relief of transfer of shares is severable and distinct and the Applicant is entitled to pursue the execution against those Respondents whose share transfer obligations are sought to be enforced.

149. Apropos the above discussion, all the objections against the Final Arbitral Award raised by the Respondents are hereby rejected and the Final Arbitral Award is held to be executable and the Execution Application is held to be maintainable. The execution to proceed as per law.

150. It is clear that the stand taken by the Respondents is contrary to the opinion of the Hon'ble Supreme Court in enforcement proceedings viz. in the case of Prysmian Cavi E Sistemi SRL vs. Vijay Karia and Another (supra) and despite that, the Respondents have raised the very same issues only to delay the fruits of the award in favour of the Execution Applicant, by not only re-agitating the grounds already decided and negatived by the Hon'ble Supreme Court but also endeavoured to raise a fresh issue in the garb of a fresh letter from the Reserve Bank of India which cannot be permitted but has to be deprecated by imposition of costs to be paid to the Applicant, particularly when there is no challenge to the award under the English law.

151. In view of what has been observed above, the decisions in the cases of Shree Ambika Medical Stores & Ors vs. Surat People’s Co-operative Bank Ltd. (supra), Maharashtra State Electricity Distribution Company Limited vs. Maharashtra Electricity Regulatory Commission & Ors. (supra) and Moti Lal Banker (Dead) by His Legal Representative vs. Maharaj Kumar Mahmood (supra) relied upon by Mr.Momaya for Respondents no.1, 5 to 7, 9, 58A, 61, 65 and 66 cited only in the written submissions filed by the Respondents no.1, 5 to 7, 9, 58A, 61, 65 and 66 and not furnished at the time of hearing on which the other learned Senior Counsel / Counsel have had no opportunity to deal with, do not assist the case of the said Respondents being clearly distinguishable on facts.

152. Also, in view of the aforesaid, the other arguments or other judgments cited need not be gone into.

153. Ergo, the following order is passed:

                   ORDER

                   (i) Prayer Clause (J) (1) of the Execution Application is hereby granted (less the shares belonging to Respondents No. 70,71,74,75 and 78) which reads as under:-

                   “1. By issuing appropriate order and directions to the Respondents to sell and transfer to the Applicant the 10,252,275 shares held by them in the capital of the Company at the price of Rs.63.9/- per share aggregating to Rs.655,200,000/-”.

                   (ii) It is understood that the sale, transfer of shares as above would be upon payments of the consideration mentioned above.

                   (iii) Prayer Clause 30 (i) of the Interim Application No. 1401 of 2021 is hereby granted and the Respondents No. 1 and 11 are directed to take all necessary steps to execute all necessary documents for appointment of the the Applicant’s nominee- directors on the Board of Directors of the Company Ravin Cables Ltd (whose particulars are out in Annexures H to L of the Additional Affidavit dated 11th March 2020 in Chamber Summons No. 327 of 2019) within a period of two weeks from the date of uploading of this order:

                   a. Mr. Benoit Lecuyer

                   b. Mr. Manoj Vaidya

                   c. Mr. Pradeep Saigal

                   d. Mr. Alessandro Brunetti and

                   e. Ms. Ciniza Farise;

                   (iv) Pending compliance with the aforesaid direction and until a fresh Board of Directors can be appointed in extra-ordinary general meeting of the shareholders of Ravin Cables Ltd., the Applicant’s nominees be appointed as directors on the Board.

                   (v) Pending compliance with the aforesaid direction the Respondent No.1 and 11 and each of them by themselves or through their respective agents, representatives or servants are restrained by an order of injunction from claiming or exercising or attempting to exercise any rights whatsoever under the Joint Venture Agreement dated 19th January 2010 in relation to the Company including but not limited to representation on the Board of Directors of the Company whether at meetings of Board of Director or at meetings of the shareholders of the Company, from claiming or attempting to claim , or representing or attempting to represent the Company in any manner whatsoever, or using or attempting to use any assets, properties or facilities of the Company including but not limited to the Company’s offices and communication facilities except for the limited purpose of compliance with this order and directions contained herein.

                   (vi) The Prothonotary & Senior Master is directed to handover to the Court Receiver High Court Bombay the 91,30,175 shares of Ravin Cables Ltd already deposited by the Respondents with the Prothonotary and Senior Master as directed by this Court in its order dated 23rd June 2021 within a period of two weeks from the date of uploading of this Order.

                   (vii) In respect of the 91,30,175 shares of Ravin Cables Ltd, as directed by this Court in its Order dated 23rd June 2021, the Court Receiver, High Court Bombay is directed to transfer to the Applicant, the 1,83,350 shares that are already in the dematerialised form in compliance with National Securities Depository Ltd Business Rules – September 2021 and SEBI Rules and Regulations within a period of four weeks thereafter.

                   (viii) The Court Receiver, High Court, Bombay is directed to cause the transfer of 10,00,000 shares held by Respondent No.3 (represented by Respondent 11 and pledged with Central Bank of India (CBI) to the Applicant and CBI’s pledge be noted in terms of the Order dated 28th October 2021 within a period of three weeks thereafter.

                   (ix) The Court Receiver, High Court, Bombay is directed to cause the transfer of 1200 shares held by Respondent No.13 (represented by Respondent No.11) that lie with one Mr. Vikas Kaushik in dematerialised form to the Applicant within a period of two weeks from the date of uploading of this Order.

                   (x) Respondents No. 21,24 and 26 have been served but have remain unrepresented till date and therefore Respondent No. 21,24 and 26 each are restrained from disposing or transferring of 100, 200 and 500 shares of Ravin Cables Ltd held by them respectively and the Applicant is at liberty to take steps for cancellation of these share and issuance of fresh shares in its favour.

                   (xi) If any of the Respondents fail to provide the documents within 10 days from such request by the Court Receiver, the Court Receiver shall stand appointed in respect of the shares deposited by such defaulting Respondent and the Court Receiver shall take all steps and sign and execute all required applications, forms and documents for, and on behalf and in the name of the registered holder(s) for the purpose of dematerialising and,or transferring the said shares to the Applicant. If the shares are required to be dematerialised prior to transfer, the Court Receiver shall open the demat account(s) in the name of “The Court Receiver, High Court Bombay [names of the present registered holder(s)]”

                   (xii) The costs for opening of DEMAT accounts or for transfer of shares, if any shall be borne by the Applicant at the first instance and shall be entitled to adjust the same against the sale price payable for the shares.

                   (xiii) The legal and sundry disbursement costs of USD 2,317,188.82 and Euro 2,38,034.71 payable by the Respondents be set-off against the aggregate transfer price amounting to INR Rs.65,52,00,000/- payable by the Applicant in terms of Order XXI,Rule 19(b) of the CPC is allowed to be set-off.

                   (xiv) The Respondents are directed to cooperate fully with the Court Receiver and expeditiously provide and execute all documents and information as may be required for the purpose of transferring the said shares to the Applicant by the Court Receiver.

                   (xv) All concerned including the Manager of the Depository, the Registrar of Companies, the National Securities Depository Ltd and Link Intime India Pvt Ltd., the Registrar and Transfer Agent of Ravin Cables Ltd to act on an authenticated copy of this Order and ensure opening of the DEMAT accounts and the transfer of the shares as per the above timelines.

                   (xvi) The Respondents to cooperate with the Execution Applicants in every manner to comply with the aforesaid order.

                   (xvii) In addition Respondents to pay cost of Rs. 10 Lakhs to the Applicant within a period of four weeks from the date of uploading of this Order.

                   (xviii) In view of the aforesaid, and in view of the reliefs under the Chamber Summons No. 327 of 2019 and Interim Application No.1401 of 2021 having been granted the Interim No (L) 16939 of 2023 seeking the same stands disposed as allowed.

                   (xix) Accordingly, Interim Application No. 1401 of 2021 and Chamber Summons No. 327 of 2019 also to stand disposed as allowed.

                   (xx) The Execution Application to accordingly stand disposed as above.

154. After the order has been pronounced, Mr. Momaya, learned Counsel for the Respondents No.1, 5 to 7, 9, 58A, 61, 65 and 66 seeks stay of the order passed today, which is vehemently opposed by Mr. Khambata, learned Senior Counsel appearing for the Execution Applicant.

155. In view of what has been observed in the order pronounced today, the request for stay is rejected.

Interim Application No. 147 of 2026.

156. This Interim Application was not on board on 11th November, 2026 when the matters were closed for orders.

157. The learned Associate of this Court points out that from the CIS system it appears that the said Interim Application has been subsequently lodged on 11th November, 2025.

158. However, today Mr. Murthy, learned Counsel appears for the Interim Applicants and submits that he has instructions to withdraw the Interim Application as the Applicants have been deleted from the array of the parties in the Execution Application and connected proceedings.

159. The learned Senior Counsel and the other learned Counsel have no objection.

160. The Interim Application accordingly stands disposed as withdrawn.