2026 Supreme(Bom) 465

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
Abhay Ahuja, J.
Prysmian Cavi E Sistemi S.R.I (formerly known as Prysmian Cavi E Sistemi Energia S.R.I.) - Applicant
Versus
Vijay Karia and others - Respondents
Commercial Execution Application No. 21 of 2021, Chamber Summons No. 327 of 2019, Interim Application No. 1401 of 2021, Interim Application (L) No. 16939 of 2023
Decided On : 06-02-2026

Foreign award enforceable under Sections 48-49 Arbitration Act is executable as decree; no separate executability test or prior RBI approval under FEMA required; prior objections on compliance/valuation cannot be re-litigated in execution.

Headnote:(A) Arbitration and Conciliation Act, 1996 - Sections 48 and 49 - Once a foreign award is held enforceable, it is deemed a decree of the court and executable under Order XXI CPC without separate determination of executability; objections on grounds already rejected in enforcement proceedings, including FEMA compliance and valuation, cannot be re-agitated (Paras 88-99, 109-125).

(B) Code of Civil Procedure, 1908 - Section 47 and 51(e) - Executing court cannot go behind enforceable decree unless nullity on face of record; residuary powers allow directions for share transfer, director appointments, injunctions to give effect to decree (Paras 100-104, 129-131).

(C) Foreign Exchange Management Act, 1999 - Section 3 - No requirement of prior RBI permission for share transfers; general or special permission may be obtained post-facto; rectifiable breaches under FEMA not violation of fundamental policy (Paras 109-117).

(D) Companies Act, 2013 - Sections 98, 241, 242 - Reliefs for director nominations and board representation in execution of award for share transfer and cessation of rights not within exclusive NCLT jurisdiction (Paras 128, 131).

Facts of the case:
Applicant corporation sought execution of foreign arbitral awards (incorporating partial awards) directing respondents (minority shareholders) to transfer shares in joint venture company at discounted fair market value due to material breaches of joint venture agreement; awards upheld enforceable by single judge and Supreme Court; respondents resisted execution inter alia on FEMA non-compliance, distinction between enforceability and executability, need for prior RBI approval, partial execution impermissible, NCLT exclusive jurisdiction.

Findings of Court:
Execution application maintainable; awards executable; shares (less minor deleted respondents) to be transferred at decreed price with set-off of costs; respondents' nominees restrained, applicant's five nominees appointed as directors pending compliance; court receiver to handle deposited shares, dematerialisation, transfers; costs of Rs.10 lakhs imposed on respondents.

Issues: Whether enforceability under Sections 48-49 distinct from executability; whether execution possible without prior RBI/FEMA compliance including current valuation; whether partial execution of share transfer decree permissible post deletion of minor shareholders; whether director appointment reliefs within executing court's or NCLT's jurisdiction.

Ratio Decidendi: Enforceability of foreign award under Sections 48-49 implies executability as decree; legislative intent for speedy enforcement precludes piecemeal challenges; executing court limited to jurisdictional nullity enquiries; FEMA permits post-facto permission, no prior approval mandated; partial execution allowed for severable obligations; residuary CPC powers enable ancillary directions for effective enforcement.

Result: Execution application, chamber summons, interim applications allowed; specific directions issued for share transfers, director appointments, injunctions; objections rejected; stay refused.

Table of Content
1. jva breach triggers discounted share transfer. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9)
2. awards upheld enforceable by supreme court. (Para 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20)
3. rbi impleadment rejected; procedural compliances. (Para 21 , 22 , 23 , 24 , 25 , 26 , 27)
4. executability follows enforceability; no re-agitation. (Para 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36 , 37 , 38 , 39 , 40 , 41 , 42 , 43 , 44 , 45 , 46 , 47 , 48 , 49 , 50 , 51 , 52)
5. fema compliance mandatory for share transfers. (Para 53 , 54 , 55 , 56 , 57 , 58 , 59 , 60 , 61 , 62 , 63 , 64 , 65 , 66 , 67 , 68 , 69 , 70 , 71)
6. enforcement distinct from execution under cpc. (Para 72 , 73 , 74 , 75 , 76 , 77 , 78 , 79 , 80 , 81 , 82 , 83 , 84)
7. foreign award enforceability equals executability. (Para 85 , 86 , 87 , 88 , 89 , 90 , 91 , 92 , 93 , 94 , 95)
8. executing court cannot revisit enforceability. (Para 96 , 97 , 98 , 99 , 100 , 101 , 102 , 103 , 104 , 105 , 106 , 107 , 108)
9. fema allows post-facto rbi permission. (Para 109 , 110 , 111 , 112 , 113 , 114 , 115 , 116 , 117 , 118 , 119)
10. award valuation binding; cpc residuary powers. (Para 120 , 121 , 122 , 123 , 124 , 125 , 126 , 127 , 128 , 129 , 130 , 131)
11. rbi letter affirms no enforcement objection. (Para 132 , 133 , 134 , 135 , 136 , 137 , 138)
12. partial execution permissible for severable reliefs. (Para 139 , 140 , 141 , 142 , 143 , 144 , 145 , 146 , 147 , 148)
13. execution granted; costs imposed on respondents. (Para 149 , 150 , 151 , 152 , 153 , 154 , 155 , 156 , 157 , 158 , 159 , 160)

JUDGMENT :

ABHAY AHUJA, J.

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 A

Click Here to Read the rest of this document