The enforcement of indemnity obligations under a consent award occurs immediately upon crystallization of liability, not pending appellate confirmation.

JUDGMENT

S.V.N. BHATTI, J.

1. Leave granted.

2. VPS Healthcare Private Limited and Medeor Hospitals Limited are the Appellants. Prabhat Kumar Srivastava and Rishi Srivastava are the Respondents. A third-party M/S Ernst and Young LLP, Gurugram, is another entity to which a reference is made in the Judgment. For convenience, we refer to the Appellants, Respondents and the third party as VPS/Medeor, Promoters and EY, respectively.

3. The Civil Appeal arises from the Judgment dated 01.05.2023, in OMP (ENF.) (COMM.) 184/2022 in the High Court of Delhi at New Delhi. The Impugned Judgment deferred the execution of the Consent Award dated 01.03.2019, which was made by the Singapore International Arbitration Centre (hereinafter “SIAC”) in Arbitration No. 093/2017 between VPS/Medeor and the Promoters. The circumstances leading to the enforcement of the Award dated 01.03.2019 in Arbitration No. 093/2017 have been set out in detail in the impugned Judgment. Before capturing the issues in the subject Appeal, we refer to a few dates and events.

4. VPS is a Company incorporated under the Companies Act, 1956, having its registered office in Kochi, Kerala. Medeor Hospitals Limited, formerly known as Rockland Hospitals Limited, is a company incorporated under the Companies Act, 1956. Prabhat Srivastava and Rishi Srivastava were the promoters of Rockland Hospitals Limited (now, Medeor).

5. On 11.08.2015, a Professional Services Agreement was entered into between EY and M/S Rockland Hospitals Limited. The Professional Services Agreement is alleged to have been intended to attract a strategic investor/buyer for two of the hospitals run by Rockland Hospitals Limited in New Delhi. On 29.06.2016, VPS and the Promoters of Rockland Hospitals Limited entered into a Share Purchase Agreement to acquire 100% equity of Rockland Hospitals Limited. With the said acquisition, Rockland Hospitals is renamed as Medeor. It is a matter of record that disputes have arisen under the Professional Services Agreement dated 11.08.2015 between EY and Medeor; and also, under the Agreement dated 29.06.2016, between VPS/Medeor and the Promoters. The nature and scope of disputes are not relevant circumstances in the present and are not adverted to.

6. On 02.02.2019, VPS/Medeor entered into a Deed of Compromise with the Promoters. The deed of compromise, intended to give quietus to the disputes between the parties, sets out the terms of the compromise, the subject matter of the disputes, and the mode and manner in which VPS/Medeor contests/settles the disputes. In Arbitration No. 093/2017, on 01.03.2019, SIAC rendered the Consent Award in terms of the Compromise Deed dated 02.02.2019. The operative portion that bears on deciding the maintainability of the Enforcement Petition reads as follows:

Paragraph 32(a)

“From 02.02.2019 (the "Effective Date"), the Respondents undertake and agree to defend/contest at its cost all proceedings detailed in Annexure-I of the Deed of Compromise (as annexed herewith) including legal expenditures on behalf of the First Claimant. The First and Second Claimants will provide all necessary assistance in respect of the said proceedings and also furnish a Power of Attorney in favour of the Respondents and its Legal Counsels to defend the said Proceedings. That in the event the said Proceedings culminate in the Forum imposing any liability on the First Claimant, the Respondents can take all remedies available in law including but not limited to settling a proceeding on behalf of the First Claimant at any juncture and/or filing Appeals/Review etc. on behalf of the First Claimant till the