JUDGMENT

1. The instant petition preferred by Raffles Education Investment (India) Pte. Ltd. [Raffles] under Chapter-I, Part-II of the Arbitration and Conciliation Act, 1996 [The Act] seeks enforcement of a Final Award dated 31 March 2017 [Award] passed by the Singapore International Arbitration Centre [SIAC] in Arbitration No. 179 of 2015 under the SIAC Rules, 2013. The enforcement action is resisted by Educomp Professional Education Limited [Educomp] which asserts that the Award is not liable to be recognised or enforced under Part-II of the Act being contrary to the public policy of India. The challenge to the Award is essentially based on the assertion of Educomp that the Award in essence results in the recognition and enforcement of a Share Purchase Agreement [SPA] dated 12 March 2015 which fundamentally amounts to a for-profit entity taking over control of a charitable society as well as the educational institution established and administered by it. The charitable society which is referred to is the Jai Radha Raman Education Society [JRRES], a society constituted and registered under the Societies Registration Act, 1860 [SRA].

2. Educomp further asserts that the Award if implemented would not just result in the monetization of the assets of JRRES but also result in commercialisation of the activities of the educational institution which is prohibited in law. It was further asserted by Educomp that in terms of the various prescriptions forming part of the SPA, Raffles would take over control of JRRES and which too is proscribed by law especially since Raffles is a foreign entity.

3. Upon disputes having arisen between parties relating to the implementation of the SPA, the matter came to be referred to the SIAC. The Arbitral Tribunal has ultimately and in terms of the Award rendered, refused the relief of Specific Performance. It has, however, awarded Damages and Costs. The Dispositif directions as embodied in the Award read as follows:

"XX. DISPOSITIF

For the reasons set out above, the Tribunal hereby DECLARES, AWARDS, ORDERS AND DIRECTS that:

517. The SPA is not illegal or contrary to public policy under Indian law.

518. The Respondents are in breach of clauses 4.1, 4.3 and 4.4 of the SPA from 19th August 2015.

519. The Conditions Precedent under the SPA are mandatory terms, not best efforts.

520. In the alternative, even if Conditions Precedent 4.4.2, 4.4.3 and 4.4.5 were on a best efforts basis, the Respondents failed to exercise best efforts.

521. The SPA did not terminate under clause 5.9.

522. The Claimants are not entitled to an order for specific performance.

523. The Claimants are awarded damages for the Respondents' breaches of clauses 4.1, 4.3 and 4.4 of the SPA in the sum of Rs.16.32 crore.

524. The Claimants are awarded simple interest on those damages from 19th August 2015 until payment at 5.33%.

525. The SPA can no longer be completed, and the Parties must therefore operate the provisions of the SPA under clause 3.1.2 for non-Completion, including the Respondents introducing within 30 days an amount equivalent to the total funding contributed by the Claimants in JRRES for the operations of JRRES from the date of the SPA to the date of this Final Award. Payment of that amount shall bear simple interest from 30 days after this Final Award until payment at