Enforcement of a foreign arbitral award is upheld where the remedies sought by investors under the SASHA were clear, and the distinction between 'buy-back' and 'surrender' is recognized, avoiding violations of public policy.

JUDGMENT :

SANJAY KUMAR, J

1. Enforcement of a foreign arbitral award is in issue.

2. By common order dated 22.09.2025, a learned Judge of the High Court of Judicature at Madras held the award dated 05.07.2024 passed by a 3-member arbitral tribunal, under the aegis of the Singapore International Arbitration Act, 1994, and the Arbitration Rules of the Singapore International Arbitration Centre, to be enforceable and deemed it to be a decree under Section 49 of the Arbitration and Conciliation Act, 1996.¹ [For short ‘the Arbitration Act’]. He, accordingly, passed a decree in terms of the said award against Nagaraj V. Mylandla and Sharada Mylandla² [For short and collectively ‘the Mylandlas’] the directors of Financial Software and Systems Private Limited³ [For short ‘FSSPL’] Chennai. Aggrieved thereby, the Mylandlas filed this batch of special leave petitions.

3. The impugned common order dated 22.09.2025 was passed in Arbitration O.P. (Comm. Div.) Nos. 285, 452 and 453 of 2024. These three petitions were filed by PI Opportunities Fund-I, Bangalore; Millenna FVCI Limited (formerly, NEA FVCI Limited), Mauritius; and lastly, NYLIM Jacob Ballas India (FVCI) III LLC along with NYLIM Jacob Ballas India Fund III LLC, Mauritius, under Sections 47 to 49 of the Arbitration Act, seeking a declaration that the arbitral award dated 05.07.2024 passed in SIAC Arbitration No. 098 of 2022 is enforceable; to deem it to be a decree of the Court; and, consequently, direct respondent Nos. 2 and 3 therein, viz. the Mylandlas, to jointly and severally pay the awarded damages, interest, and costs. Other directions were also sought in furtherance thereof.

THE FACTS

4. We may now note the underlying facts: FSSPL is a digital payment services company. It has two business divisions - CashTech and PayTech. The Mylandlas and Rudhraapathy J, respondent No. 4, are its promoters. FSSPL’s business activities involve providing online, real time, electronic transaction processing and payment systems, including Automated Teller Machines (ATMs), Point of Sale terminals (PoS), ATM sharing between banks, international and domestic interchanges, such as Mastercard, Visa and others. Earlier, the promoters of FSSPL collectively held 48.9% of its share capital. While so, PI Opportunities Fund-I; Millenna FVCI Limited (formerly, NEA FVCI Limited); NYLIM Jacob Ballas India (FVCI) III LLC along with NYLIM Jacob Ballas India Fund III LLC (hereinafter, collectively referred to as ‘the Investors’ and individually as ‘PIOF’, ‘Millenna’ and ‘Nylim I & II’ respectively) made substantial investments in FSSPL and acquired shares therein through an agreement dated 10.10.2014, titled Share Acquisition and Share Holders Agreement.⁴ [For short ‘the SASHA’]

THE SASHA

5. We may note the relevant details of the SASHA at this stage. It was entered into by FSSPL; its promoters, viz. the Mylandlas and Rudhraapathy J.; and the FSS Employees’ Welfare Trust, with the Investors. It recorded that, as on the closing date, the promoters held 40.4% and the Employees’ Trust held 6.52% of the share capital of FSSPL while the Investors were allotted shares on a fully diluted basis - PIOF was allotted 20.14% shareholding while Millenna was given 18.97% shareholding and Nylim I & II were to