The respondents are liable to discharge the liability imposed by the award dated August 17, 2021, only after it is confirmed by the highest Court of appeal.

JUDGMENT :

V. Kameswar Rao, J.

This petition has been filed by the decree holders under Section 36 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as the ‘Act of 1996’) seeking enforcement of a consent award dated March 01, 2019 by the Arbitral Tribunal, in arbitration bearing Singapore International Arbitration Centre (‘SIAC’, for short) Arbitration No. 093/2017.

2. At the outset, I may narrate a brief factual background of the instant case, as borne out from the petition. Petitioner No. 1 is VPS Healthcare Pvt. Ltd., a part of VPS Healthcare Group and petitioner No. 2 is Medeor Hospitals Pvt. Ltd. (formerly Rockland Hospitals Ltd.), a company wholly owned by petitioner No. 1. The judgment debtors/respondent Nos. 1 and 2 are Mr. Prabhat Kumar Srivastava and Mr. Rishi Kumar Srivastava respectively, who are the erstwhile promoters and shareholders of petitioner No. 2.

3. On August 11, 2015, an agreement was entered into between the erstwhile Rockland Hospitals Limited (‘RHL’, for short) and Ernst and Young India LLP (‘EY’, for short), through a Letter of Engagement (‘LOE’, for short), since RHL had chosen EY to provide professional services with regard to the proposed induction of strategic partners/buyers through sale of significant majority stake in two of its hospitals at Qutub Institutional Area and Dwarka. Thereafter certain disputes arose between the petitioner No. 2 (Medeor/RHL) and EY, resulting in arbitral proceedings before a three-member Arbitral Tribunal constituted as per the rules of the Indian Council of Arbitration (‘ICA’, for short). Subsequently, arbitration bearing No. AC-2085 commenced before the said Tribunal.

4. On June 29, 2016, petitioner No. 1 and the erstwhile promoters of petitioner No. 2 executed a Share Purchase Agreement by virtue of which, petitioner No. 1 purchased/acquired 100% shares in the petitioner No. 2 for a consideration of Rs. 650 crore. The respondents were appointed as the sellers’ representative in their individual capacity and on behalf of other shareholders. On execution of the Share Purchase Agreement, petitioner No. 1 stepped into the shoes of the respondents'/promoters/shareholders/management and became responsible for the management of the day-to-day affairs of the petitioner No. 2 Company. Pursuant to the takeover by petitioner No. 1, certain disputes arose between the parties, which resulted in filing of various complaints/arbitrations/litigations.

5. On August 12, 2017, a notice invoking arbitration was issued, pursuant to which, an Arbitral Tribunal was constituted on October 16, 2017 as per the SIAC Rules. During the pendency of arbitral proceedings, the parties decided to amicably and mutually settle all their disputes and thereby executed a compromise deed dated February 02, 2019. As per the terms of the compromise deed, both the parties are under obligation to withdraw all the complaints/cases filed before various forums/courts/government departments. The respondents are also under the obligation to contest/defend all the legal matters as recorded in Annexure - I of the compromise deed at its own cost, thereby protecting the interest of the petitioners herein. The Arbitral Tribunal accordingly passed the final consent award dated March 01, 2019 in terms of the said compromise deed dated February 02, 2019. Paragraph 32 (a) of the consent award states as under:—

“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 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