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SANJAY KUMAR, K. VINOD CHANDRAN
Nagaraj V. Mylandla – Appellant
Versus
PI Opportunities Fund-I – Respondent
What is the distinction between 'buy-back' and 'surrender' of shares in the context of enforcing a foreign arbitral award? (!) (!) (!) What remedies are available to investors upon a material breach under the SASHA? (!) (!) (!) How does transnational issue estoppel apply to enforcement of foreign arbitral awards under Section 48 of the Arbitration Act? (!) (!) (!)
Key Points: - Supreme Court upheld enforcement of Singapore-seated foreign arbitral award against directors of FSSPL for failing to provide exit to investors under SASHA (!) (!) - Arbitral tribunal awarded damages equivalent to exit price as of 18.09.2020, with joint and several liability on FSSPL and promoters (!) (!) - Distinction affirmed between 'buy-back' (company repurchase under Companies Act) and 'surrender' (shareholder's voluntary return), rejecting public policy violation claim (!) (!) (!) - Investors' termination of promoters' rights under Clause 24.6(c) treated as interim measure, falling away upon award of damages (!) (!) (!) - Doctrine of transnational issue estoppel applies to prevent relitigation of issues settled by seat court, except on public policy grounds unique to enforcement forum (!) (!) (!) - No violation of Specific Relief Act, 1963; strategic sale as alternative remedy only if damages unpaid, not specific performance (!) (!) (!) - Madras High Court order deeming award enforceable as decree confirmed; SLP dismissed with costs of ₹25,00,000/- on petitioners (!) (!) - Clause 19 of SASHA imposed absolute obligation on company/promoters to provide exit via secondary sale, buy-back, IPO, or strategic sale (!) (!) - Waiver defence rejected as no written waiver per Clause 29.5; participation in split sale discussions insufficient (!) (!) (!)
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 Ba
[No cases identified as bad law. None of the case laws contain keywords or phrases explicitly indicating they have been overruled, reversed, abrogated, or otherwise treated as bad law (e.g., no mentions of "overruled," "reversed," "abrogated," or equivalent language referring to the case itself).]
All cases: [Ssangyong Engineering & Construction Co. Ltd. VS National Highways Authority of India (NHAI) - 2019 0 Supreme(SC) 589, Hope Plantations LTD. VS Taluk Land Board, Peermade - 1998 8 Supreme 309, Siddamsetty Infra Projects Pvt. Ltd. VS Katta Sujatha Reddy - 2024 8 Supreme 321, Annamalai VS Vasanthi - 2025 0 Supreme(SC) 1869, Lal Mahal Ltd. VS Progetto Grano Spa - 2013 0 Supreme(SC) 587, Associate Builders VS Delhi Development Authority - 2014 8 Supreme 225, VIJAY KARIA VS PRYSMIAN CAVI E SISTEMI SRL - 2020 2 Supreme 417, Bhanu Kumar Jain VS Archana Kumar - 2005 1 Supreme 102, Pasl Wind Solutions Private Limited VS Ge Power Conversion India Private Limited - 2021 6 Supreme 603, Katta Sujatha Reddy VS Siddamsetty Infra Projects Pvt. Ltd. - 2023 4 Supreme 475]
**Explanation**: Each case law entry consists solely of summaries of legal principles or "important points" decided in the case itself, without any references to how subsequent decisions have treated it (e.g., no phrases like "followed," "distinguished," "criticized," "questioned," "overruled," or "reversed" applied to the case). The entries appear to be standalone digests of holdings, with no metadata or annotations on judicial treatment patterns.
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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 vio....
The enforcement of foreign arbitral awards may only be refused on specific grounds as outlined in the Arbitration and Conciliation Act; violations of procedural norms do not themselves constitute a b....
The enforcement of foreign arbitral awards under the Arbitration and Conciliation Act, 1996, is upheld unless specific procedural or public policy violations are proven, which was not established in ....
Point of Law : New York Convention recognizes that an award may not be enforced where it is predicated on a subject matter outside the jurisdiction of the arbitrator.
Point of law : Section 34 of English Arbitration Act deals with procedural and evidential matters.
Court upheld an arbitral award, dismissing challenges on public policy and enforceability, stressing narrow interpretation of grounds for setting aside under Arbitration Act 2005.
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