VIBHU BAKHRU, J.

1. Cruz City 1 Mauritius Holdings (hereafter ‘Cruz City’), a company established under the laws of Mauritius, has filed the present petition for enforcement of a foreign award dated 06.07.2012 (hereafter ‘the Award’). The Award was rendered by an Arbitral Tribunal constituted under the Arbitration Rules of the London Court of International Arbitration pursuant to a request for arbitration filed by Cruz City with the London Court of International Arbitration (LCIA) in respect of disputes arising out of an agreement captioned as Keepwell Agreement dated 06.06.2008 (hereafter ‘the Keepwell Agreement’). The Keepwell Agreement was entered into between Cruz City, Burley Holdings Ltd. (hereafter ‘Burley’), a wholly owned subsidiary of Unitech Ltd. incorporated under the laws of Mauritius and Unitech Ltd. (hereafter ‘Unitech’), a public company incorporated in India.

2. Unitech has opposed the enforcement of the Award essentially on three grounds. First, it alleges that the Award includes a decision on matters beyond the scope of submission to arbitration; second, that Unitech did not have proper notice from either Cruz City or the Arbitral Tribunal for responding to the claim for payment against the purchase of shares; and third, that the enforcement of the Award would be contrary to the Public Policy of India as it violates the provisions of the Foreign Exchange Management Act, 1999 (FEMA).

Background

3. The aforesaid controversy arises in the context of the following facts:-

3.1 Cruz City entered into a Shareholders Agreement (hereafter ‘SHA’) dated 06.06.2008 with Arsanovia Ltd. (hereafter ‘Arsanovia’), a company incorporated in Cyprus and Kerrush Investments Ltd. (hereafter ‘Kerrush’), a company incorporated in Mauritius. In terms of the SHA, Cruz City and Arsanovia agreed to invest in Kerrush, which in turn was to invest, through downstream subsidiaries, into entities engaged in the establishment, development, construction, management and operation of real estate projects in India. Cruz City and Arsanovia agreed to jointly pursue a real estate project captioned as ‘Santacruz Project’ through their joint venture company Kerrush. In terms of the SHA, Cruz City invested a sum of US $ 171,332,006.64 and was issued and allotted 50% of the share capital of Kerrush. The balance 50% of the issued share capital of Kerrush was subscribed by Arsanovia.

3.2 The SHA was to govern the inter se relationship between the shareholders of Kerrush. Burley and Unitech, although not parties to the SHA, signed the SHA in confirmation of certain obligations accepted by them.

3.3 Simultaneous to the execution of the SHA, Cruz City also entered into the Keepwell Agreement with Burley and Unitech. In terms of the Keepwell Agreement, Burley acknowledged its obligations to make payments in terms of the SHA.

3.4 Before proceeding further, it is necessary to note the relationship between various entities. Unitech, through its wholly owned subsidiary, Unitech Residential Resorts Ltd. had established a wholly owned subsidiary in Cyprus named Nectrus Limited; which in turn had subscribed to 50% equity share in Arsanovia. The balance 50% shares of Arsanovia were subscribed by various individuals (Shivalik Partners). Arsanovia along with Cruz City set up Kerrush, in which both Arsanovia and Cruz City subscribed to equity capital in equal proportion. Kerrush in turn had set up another wholly owned subsidiary in Mauritius, Elmvale Holdings Ltd. which in turn had invested in SVI Realtors Private Ltd., a company established in India. SVI Realtors Private Ltd. was to undertake the development of a real estate project referred to as the the Santacruz Project. The entire equity capital of SVI Realtors Private Ltd. was held by another Indian company, Shivalik Ventures Private Ltd. and the share capital of Shivalik Ventures Private Ltd. was held in