Amadeus It Group S.A. (Spain) vs Ebix Cash Limited & Anr.

$~J
* IN THE HIGH COURT OF DELHI AT NEW DELHI

Judgment reserved on: 27.02.2026
Judgment pronounced on: 01 .07.2026
+ O.M.P.(EFA)(COMM) 2/2025, EX.APPL.(OS) 377/2025,
EX.APPL.(OS) 378/2025, EX.APPL.(OS) 379/2025,
EX.APPL.(OS) 380/2025, EX.APPL.(OS) 381/2025,
EX.APPL.(OS) 382/2025
AMADEUS IT GROUP S.A. (SPAIN) .....Award Holder

Through: Mr. Anuj Berry, Mr. Raghav
Bhargava, Advs.
versus
EBIX CASH LIMITED & ANR. .....Respondents

Through: Mr. Ankit Jain, Sr. Adv., Mr. Harsh
Sethi, Mr. Ankur Garg, Mr.
Sukhpreet Maan, Mr. Raghav
Luthra, Mr. Eish Kesarwani& Mr.
Parth Gautam, Advs.
CORAM:
HON'BLE MR. JUSTICE JASMEET SINGH

J U D G M E NT

1. By way of this petition filed under Section 47 to Section 49 of the
Arbitration and Conciliation Act, 1996 (“the Act”) and under Order
XXI read with Section 151 of the Code of Civil Procedure, 1908, the
petitioner (“Award Holder”) has approached this Court for
recognition and enforcement of a foreign Arbitral Award (“the
Award”) dated 17.02.2022 passed in ICC Arbitration No.
25636/AZR/SPN/AB under the rules of Arbitration of the
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International Court of Arbitration of the International Chamber of
Commerce, effective from 01.03.2017 (“ICC rules”) by the Arbitral
Tribunal (“AT”) .
FACTUAL BACKGROUND
2. The Award Holder namely, Amadeus IT Group, S.A. (Spain) is a
company having its office at Salvador de Madariaga, 128027, Madrid,
Spain, and is working as an information technology provider for travel
and tourism sector. The Award Holder runs a fully automated platform
which performs comprehensive information, communications,
reservations, ticketing, and related functions on a worldwide basis.

3. The respondent No. 2 namely, Ebix Inc. is a Delaware, United States of
America, based corporation having its registered office at 1 Ebix Way,
Johns Creek, 30097, Georgia, USA.
4. The respondent No. 1 i.e., Ebix Cash Limited is a company
incorporated in India under the Companies Act, 2013, having its
registered office at Plot 122/123, NSEZ, Noida, Phase 11, 201305,
Uttar Pradesh.
5. As a part of expansion of business of respondent No. 2 in Asian travel
and tourism industry, the respondent No. 2 announced on 17.07.2019
that it is in the process to acquire Yatra Online Inc. marking its entry in
the Indian market.
6. The Award Holder and respondent No. 1 entered into a global
agreement (“the Agreement”) dated 01.10.2019 wherein the Award
Holder was to provide access to the System for the Asia pacific region,
for which the respondent No. 2 i.e., Ebix Inc. stood as a guarantor.
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7. Under the Agreement, the Award Holder was to provide access to their
system to the offices of travel companies being run by the respondent
No. 1.
8. Pursuant thereto, the Award Holder made an advance payment to the
tune of USD 15,000,001.50/- towards incentives to respondent No. 1,
out of which the respondent No. 1 was permitted to invoice the Award
Holder for incentives which were to be found due on the specified
quarterly volumes in accordance with the eligible bookings.
9. The said advance incentive was repayable either in case of failure of
respondent No. 1 to achieve international airline bookings in
quarterly/annual volumes and within the set timeframe, or the failure of
respondent No. 1 to acquire Yatra by 31.12.2019, failing which the
Award Holder would have the right to terminate the Agreement and
recover the advance incentive payment.
10. Thereafter, the Award Holder terminated the Agreement on the ground
of failure of the respondent No. 1 to acquire Yatra by 31.12.2019
(violation of Section 3.2 (iv) of the Agreement) and failure of the
respondent No. 1 to produce international eligible bookings, as the
respondent No.1 could achieve only a very small portion of bookings
than the minimum requirement in quarter Nos. 1 and 2.
11. Upon termination, the respondent No. 1 was intimated to make the
payment of all dues by 19.06.2020 under the Agreement towards
shortfall bookings and other charges aggregating to USD 15,053,523/-.

12. The respondent No. 1 took defence of the force majeure exception
attributing the lapses in the execution of the Agreement to COVID-19
lockdown.
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13. The Award Holder, on 08.09.2020, invoked Arbitration mechanism
contained in Clause No. 9.4 of the Agreement and filed a request for
arbitration in accordance with the ICC rules.
14. Consequently, an AT was constituted, which passed the award dated
17.02.2022, deciding the controversy in favour of the Award Holder
and that the respondent No. 1 was, in fact, in violation of its
obligations.
15. The respondent No. 1 was directed to pay a total amount of €
13,265,792.38/-, for which the respondent No. 2 was held to be jointly
and severally liable.
Events Post-Award
16. The Award Holder after receiving no response for the demand notices,
proceeded to file a petition being Case No. 1:22-CV-04109-SEG
seeking enforcement of the Award before United States District Court
(“USDC”) for the Northern District of Georgia, Atlanta Division.
17. The Award was duly confirmed in the aforesaid petition by the USDC
vide Order dated 21.06.2023.
18. The USDC pursuant to the aforesaid Order, passed a final judgment in
effect confirming its Order and ruling in favour of the Award Holder
and directing the respondent No. 2 to pay USD 15,070,913.40 plus post
judgment interest and the filing fees. Consequently, a writ of execution
dated 16.08.2023 was also issued.
19. A forbearance agreement dated 01.09.2023 was executed between the
Award Holder and the respondent No. 2, wherein it was agreed that the
Award Holder will not immediately proceed with collection of amount
pursuant to the Award confirmed by the judgment of USDC, provided
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respondent No. 2 made payments in accordance with the timelines
fixed therein.
20. Some payments were made by respondent No. 2 in accordance with the
forbearance agreement, however, for payment of outstanding dues of
USD 6,071,364.40/-, an amendment to the forbearance agreement was
made and the date for remaining payment was deferred to 15.12.2023.
21. Bankruptcy proceedings were filed by respondent No. 2 before the US
Bankruptcy Court for Northern District of Texas, Dallas, wherein the
Award Holder also participated as a general unsecured creditor.
22. During the pendency of this petition, the Regions Bank disputed some
tranches of payments made in furtherance of the forbearance agreement
between the Award Holder and the respondent No. 2, and sought to
recover an amount of USD 5,260,000/- on the ground that the same
could not have been paid by the respondent No. 2 as per the US law.
23. Consequently, the Award Holder entered into a settlement agreement
and a mutual release dated 17.03.2025 with the Regions Bank, whereby
the Award Holder made a payment of USD 4,050,000 to the Regions
Bank as received from the respondent No. 2.
24. Hence, relying on paragraph No. 42 of the Order dated 02.08.2024 of
US Bankruptcy Court, the present petition is filed and the enforcement
of the Award is sought to the extent of payment of unrecovered dues
aggregating to € 9,713,912.52/- (Rs. 104,55,37,546/-).
SUBMISSIONS ON BEHALF OF THE RESPONDENT NO. 1
(Objections against enforcement of the Award).
25. At the outset, Mr. Jain, learned senior counsel for the respondent No. 1,
challenges the maintainability of the present petition on the ground of
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being filed after the expiry of period of limitation of 3 years as the
Award was passed on 17.02.2022 and consequently, the petition
became time barred on 16.02.2025. However, the present petition has
been filed on 20.02.2025 i.e., after the expiry of the limitation period.
1
Reliance is placed on Union of India v. Vedanta Ltd.
Violation of Public Policy
26. It is stated that the steps in enforcement/recognition of foreign Arbitral
Award are sequential and it is only on judicial determination of the
Award standing the scrutiny of Section 48 of the Act, that the Section
49 is triggered into operation. Thus, the enforcement of a foreign
Arbitral Award is subject to withstanding the judicial scrutiny under
Section 48.
27. The nature of transaction entered into between the respondent No. 1
and the Award Holder in terms of the Agreement is in essence that of a
“Factoring transaction”. The Award Holder provided a loan to the tune
of about USD 15 million to the respondent No. 1, the same was to be
paid back out of the money which respondent No. 1 would earn by
selling flight tickets.
28. The transactions involving assignments of receivable as in the present
case are governed in India by the Factoring Regulation Act, 2011 (“the
Factoring Act”) . Reliance is placed on Section 2(j) of the Factoring
Act to state that the nature of transaction is that of “Factoring
business”.

1
(2020) 10 SCC 1.
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29. Further, if any company engages in such factoring arrangement, it
necessarily needs to be registered with the Reserve Bank of India
(“RBI”) , in accordance with the Section 3 of the Factoring Act.
30. On this premise, the arrangement between the Award Holder and
respondent No. 1, wherein the respondent No. 1 was provided
unsecured loan and the same was repaid by discounting invoices, is in
itself not in accordance with the extant rules and legal regime of India.
31. The enforcement of this Award would amount to judicial validation of
a foreign currency liability which has arisen out of a structured
financial exposure, qua which the Award Holder has not shown any
compliance with the Factoring Act or the other applicable laws. The
same would lend validity to financial structure not within the ambit of
Indian statutory regime.
32. The Award Holder is stated to be evading the regulations of Indian
regulatory authorities (RBI), as the repayment mechanism as set out in
Exhibit-3 of the Agreement is clearly of the nature of “Factoring” and
the Award Holder is not registered as a “Factor”. Thus, the award shall
not be enforced by this Hon’ble Court for the reason of being illegal
and against the public policy of India. Reliance is place on Section
48(2)(b) Explanation 1(ii) of the Act.
33. It is purportedly only for this reason that the Award was not sought to
be enforced in India earlier.
Doctrine of Election of Remedies

34. Pursuant to the default in payment in response to demand notices, the
Award Holder has already actively pursued its remedy before the
USDC, which culminated in a judgment in its favour, subsequent to
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which the Award Holder also executed a forbearance agreement
restructuring its liabilities and the Award Holder has also proceeded to
participate in the bankruptcy proceedings before the US Bankruptcy
Courts.
35. In the present case, the Award Holder has already lodged its Claim in
the bankruptcy proceedings and the claim is duly admitted. Since, the
Award Holder has voluntarily submitted to the insolvency jurisdiction,
the claim stands subservient to the insolvency resolution.
36. It is also stated that the doctrine of election of remedies is clear in its
terms as it prohibits availing of inconsistent and parallel remedies qua
the same cause of action.
37. As the Award Holder has already pursued its remedy in the insolvency
regime, it cannot seek enforcement of the Award before this Hon’ble
Court, the same would amount to double recovery.
38. He also substantiate his argument on the doctrine of estoppel to state
that the Award Holder by accepting the arrangement of payment are
now estopped from pursuing coercive execution of the Award, as the
respondents have in pursuance of the arrangement altered their
financial planning and obligations, and has also made substantial
payments of about USD 9 million.
Extinguishment of Debt
39. The Award Holder has voluntarily altered the nature of its liability by
the execution of the forbearance agreement and opted to receive all its
dues under the Award from the respondent No. 2 by treating it as the
party primarily liable for recovery.
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40. The respondent No. 1 was neither made a party to the forbearance
agreement nor any obligation was fastened to it. Thus, by such an
arrangement, the Award Holder has consciously elected to proceed in
to alter the character of the original liability.
41. In this backdrop, there is no subsisting liability/debt under the Award
which can be enforced against the respondent No.1.
42. The Award Holder by restructuring its liability through a forbearance
agreement, not including respondent No. 1 in it, and proceeding to
pursue a claim in the bankruptcy proceedings, has changed the essential
nature of the Award leaving no subsisting debt to be paid.
Non-maintainability qua respondent No. 2
43. Mr. Jain, also submits that the respondent No. 2 is a foreign entity
incorporated and based outside India, and the same does not fall in the
territorial jurisdiction of this Hon’ble Court for the purpose of
execution as the execution proceedings are inherently territorial in
nature.
44. Since, the Award Holder failed to demonstrate any assets the
respondent No. 2 is having in India, the Award cannot be executed in
India.
Territorial objection and non-disclosure of assets
45. The Award Holder by way of present petition has neither disclosed the
assets of respondent No. 1 nor any mode of execution by which the
Award needs to be executed.

46. In absence of specifying any mode of execution by which the
assistance of Court is sought, the Award Holder has wrongly invoked
the jurisdiction of this Court. Thus, the petition is liable to be rejected.
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Reliance is placed on M.L. Gupta v. Aerens Gold Souk International
2
Ltd.
SUBMISSIONS ON BEHALF OF THE AWARD HOLDER
(Response to the objections raised by the respondent No. 1)
47. Mr.Anuj Berry, learned counsel for the Award Holder, at the threshold
submits that the Award is a foreign Arbitral Award within the meaning
of Section 44 of the Act and is capable of being enforced in India.
48. He also states that the petition is filed well within the limitation period
of three years as the Award was received by the Award Holder on
21.02.2022, and the petition was filed on 20.02.2025. It is on
21.02.2022, when the right to apply accrued in favour of the Award
Holder and accordingly, the present petition is filed within the
limitation period.
Violation of Public Policy
49. The respondent No. 1 did not submit any oral arguments during the
course of proceedings and it is only in the reply that the respondent No.
1 has stated the Award to be against public policy of India on the
ground of being violative of the Factoring Act.
50. This argument of the respondent No. 1 is misconceived as the Factoring
Act itself is not applicable on the Award Holder because the Award
Holder is a company based in Spain and the Agreement is not a
factoring transaction.
51. The contention that the Award Holder requires registration with the
RBI is frivolous as Section 3 of the Factoring Act read with Section

2
2018 SCC OnLine Del 7621.
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2(i) of the same, makes it clear that the registration requirement only
applies on “Factors” and the Award Holder does not fall within the
definition of “Factors”.
52. Without detracting from the above, the respondent No. 1 has attempted
to misrepresent the transaction as “Factoring”. However the same is not
in the nature of “Factoring” under Section 2(j) of the Factoring Act.
53. In a factoring business, the transaction involves acquisition of
receivables either for collection of those payments or for the purpose of
financing. However, in the present case an upfront incentive (advance
incentive payment) was given by the Award Holder to the respondent
No. 1 which was linked to achieving specific volumes of future airline
bookings. The respondent No. 1 then could invoice the Award Holder
for incentives on eligible bookings.
54. This is a standard commercial practice which is not only legitimate but
also widely practised in the travel technology industry. The present
transaction does not contemplate any assignment of invoices or
receivables to render it vulnerable to scope of the Factoring Act.
55. Additionally, this objection is not relevant as the Award Holder by way
of this petition is seeking enforcement of the Award and not of the
Agreement which is executed between the parties.
56. Section 48(2)(b) contain the grounds including that of public policy on
which the execution of a foreign award can be rejected and the same
are very narrowly interpreted by the Courts in India, to only allow
interference on the basis of this exception when the conscience of the
Court is deeply shocked or most basic notions of morality and justice
are violated.
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57. There is no such standard established in the present case.
Extinguishment of Debt
58. The contention of the Award Holder that the execution of forbearance
agreement has novated the Award is untenable as the respondent No. 1
was not even a party to the forbearance agreement.
59. The forbearance agreement was only limited and conditional in scope
to the extent it provided for forbearance from immediate execution of
the Award for collection of full dues. However, the same was also
breached on account of defaults by the respondent No. 2.
60. The Clause No. 2(d) of the forbearance agreement clearly contains a
stipulation that in case of default by respondent No. 2, the Award will
be revived/become enforceable again.
61. On account of default as contemplate under the forbearance agreement,
the Award stood revived and the Award Holder had the right to proceed
against the respondent No. 1.
62. The forbearance agreement with the respondent No. 2 was only qua the
enforcement proceedings in the US against the respondent No. 2 and
the same would not absolve the respondent No. 1 from its independent
liability which was joint and several in nature under the Award.
Reliance is placed on Order dated 02.08.2024 by the US Bankruptcy
Court.
63. In fact, the respondent No. 1 entails the primary direct liability under
the Award as it was the principal party under the Agreement to which
the respondent No. 2 stood as a guarantor making both of them jointly
and severally liable.
ANALYSIS AND FINDINGS
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64. I have heard learned counsels for the parties and perused the documents
placed on record.
Preliminary objection of limitation
65. The preliminary objection raised by the respondent No. 1 to the present
petition is that the petition filed on 20.02.2022 is beyond the limitation
period and hence, it is time barred. The Award was passed on
17.02.2022 and the limitation period being 3 years expired on
16.02.2025. The major objection of the respondent No. 1 on this issue
of limitation is that the Award Holder has failed to place on record
documentary proof that the Award was actually received by it on
21.02.2022.
66. Enforcement of foreign Arbitral Awards is governed by Article 137 of
the Limitation Act, 1963, (“the 1963 Act”) which confers 3 years
limitation period from the accrual of the right to apply. The respondent
No. 1 has placed reliance on Vedanta (supra) to substantiate this
submission.
67. It has been held by the Hon’ble Supreme Court in Vedanta (Supra) that
in case of enforcement of foreign Awards, the date of accrual of the
right to apply is not necessarily the date on which the Award was
passed, the right to apply can accrue at a later stage as well. The
relevant paragraphs of the judgment reads as under:
“30. Article 137 applies to the enforcement of foreign
awards, which provides a period of 3 years from “when the
right to apply accrues”. It was submitted that the right to
apply would accrue from the date of making the award. In
the present case, the award was passed on 18-1-2011, and
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the petition for enforcement/execution was filed by the
respondents on 14-10-2014. The petition was barred by 268
days beyond the period of limitation.
…
46. In the alternative, it was contended that if Article 137 of
the Limitation Act is held to be applicable for the
enforcement of foreign awards, the limitation period would
commence from “when the right to apply accrues”, which
does not necessarily mean the date of the award. Had this
been the intention of the legislature, it would have been
expressly provided so. The right to apply may accrue even
on a later date, as it has in the present case.
47. The award was passed on 18-1-2011 granting a
declaration in favour of the respondent-claimants. The
counterclaim of the Government of India was partly
allowed, directing the respondents to revise the cost
recovery statements. Consequently, an amount of US $22
million became payable by the respondent-claimants to the
Government of India. On 10-7-2014, the Government of
India issued a notice to the claimants to show cause as to
why US $77 million ought not to be directly recovered from
the amounts payable by the oil marketing companies. It was
thus contended that the right to apply for enforcement of the
award accrued on 10-7-2014.
…
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78. In the facts of the present case, the respondents
submitted that after the award dated 18-1-2011 was passed,
the cost account statements were revised, and an amount of
US $22 million was paid to the Government of India. On 10-
7-2014, a show-cause notice was issued to the respondents,
raising a demand of US $77 million, being the
Government's share of profit petroleum under the PSC. It
was contended that the cause of action for filing the
enforcement petition under Sections 47 and 49 arose on 10-
7-2014. The enforcement petition was filed on 14-10-2014
i.e. within 3 months from the date when the right to apply
accrued. We hold that the petition for enforcement of the
foreign award was filed within the period of limitation
prescribed by Article 137 of the Limitation Act, 1963. In any
event, there are sufficient grounds to condone the delay, if
any, in filing the enforcement/execution petition under
Sections 47 and 49, on account of lack of clarity with
respect to the period of limitation for enforcement of a
foreign award.”
68. Additionally, Section 47 of the Act, which provides for requisite
evidence required for filing enforcement application states that the
original copy of the Award or its duly authenticated copy is required
for the purpose of proceeding with enforcement of foreign Award in
India. Section 47 of the Act reads as under:
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47. Evidence.—(1) The party applying for the enforcement
of a foreign award shall, at the time of the application,
produce before the court—
(a) the original award or a copy thereof, duly
authenticated in the manner required by the law of the
country in which it was made;
(b) the original agreement for arbitration or a duly certified
copy thereof; and
(c) such evidence as may be necessary to prove that the
award is a foreign award.
(2) If the award or agreement to be produced under sub-
section (1) is in a foreign language, the party seeking to
enforce the award shall produce a translation into English
certified as correct by a diplomatic or consular agent of the
country to which that party belongs or certified as correct in
such other manner as may be sufficient according to the law
in force in India.
Explanation.—In this section and in the sections following
in this Chapter, “Court” means the High Court having
original jurisdiction to decide the questions forming the
subject-matter of the arbitral award if the same had been
the subject-matter of a suit on its original civil jurisdiction
and in other cases, in the High Court having jurisdiction to
hear appeals from decrees of courts subordinate to such
High Court.
(Emphasis Supplied)
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69. Even Section 34 of the Act, which provides for application for setting
aside of domestic Arbitral Award clearly specifies that the application
has to be filed within three months from the date of applicant receiving
the Arbitral Award or disposal of proceedings under Section 33 of the
Act. The relevant portion of Section 34 of the Act reads as under:
“34. Application for setting aside arbitral award.-
….
(3). An application for setting aside may not be made after
three months have elapsed from the date on which the party
making that application had received the arbitral award
or, if a request had been made under section 33, from the
date on which that request had been disposed of by the
arbitral tribunal:
Provided that if the Court is satisfied that the applicant was
prevented by sufficient cause from making the application
within the said period of three months it may entertain the
application within a further period of thirty days, but not
thereafter.
….”
(Emphasis Supplied)
70. From a conspectus of the aforesaid and drawing necessary inference
from the judgment and the relevant provisions, the preliminary
objection raised by the respondent No. 1 that limitation for the present
petition reckoned from the date on which the Award was made i.e.,
17.02.2022 and hence expired on 16.02.2025 is untenable and cannot
be accepted as the limitation for enforcement of foreign Arbitral Award
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starts not from the date of passing of the Award but on accrual of the
right to apply.
71. To my mind, the right to apply in case of a foreign Award as
contemplated under Article 137 of the 1963 Act, would mean a
fact/bundle of facts which would trigger the Award Holder to take steps
for execution of its rights under the Award, and the same is not fixed.
There is no straight jacket formula for accrual of right to apply and it
will vary from case to case and in the present case it will be from date
of communication of the Award.
72. In the present case, if the submissions qua preliminary objection of
respondent No. 1 is to be accepted, it would lead to an absurd situation
where the right to apply would be deemed to have accrued triggering
the impact of limitation for an Award which has been passed but not
yet communicated/notified to either of the parties. This interpretation is
incomprehensible and cannot be allowed.
73. A perusal of the notification/letter dated 21.02.2022 issued by the
Secretariat of the ICC International Court of Arbitration shows that the
original of the Award was sent to the Award Holder on 21.02.2022, it is
this communication which would be the starting point for reckoning the
period of limitation. The notification/letter dated 21.02.2022 is
reproduced as under:
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74. From a perusal of the aforesaid position, and the notification/letter
dated 21.02.2022, it is clear that the right to apply accrued in favour of
the Award Holder on 21.02.2022 i.e., the date on which the signed
(original) copy of the award was received by the Award Holder in
terms of Article 35(1) of the ICC rules, and in this view the petition
filed on 20.02.2025 is within the period of limitation. Accordingly, the
preliminary objection raised by the respondent No. 1 stands rejected.
Violation of Public Policy
75. The scheme of the Act is such that its Part-I governs Domestic
Arbitration and Part-II governs the enforcement of certain foreign
Awards, more particularly Chapter-I of the Part-II governs the
enforcement of foreign Awards falling under the ambit of New York
Convention.
76. Section 46 of the Act accords a binding force to the foreign awards for
all the relevant purposes, and by virtue of Section 49 of the Act, a
foreign Award which is found to be enforceable under the Chapter-I of
Part-II, is deemed to be a decree of that Court. It is only under Section
48 of the Act, the grounds are provided on which the enforcement of a
foreign award may be refused by a Court of law. Section 48 of the Act
reads as under:
“48. Conditions for enforcement of foreign awards.—(1)
Enforcement of a foreign award may be refused, at the
request of the party against whom it is invoked, only if that
party furnishes to the court proof that—
(a) the parties to the agreement referred to in section
44 were, under the law applicable to them, under some
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incapacity, or the said agreement is not valid under the
law to which the parties have subjected it or, failing
any indication thereon, under the law of the country
where the award was made; or
(b) the party against whom the award is invoked was
not given proper notice of the appointment of the
arbitrator or of the arbitral proceedings or was
otherwise unable to present his case; or
(c) the award deals with a difference not contemplated
by or not falling within the terms of the submission to
arbitration, or it contains decisions on matters beyond
the scope of the submission to arbitration:
Provided that, if the decisions on matters submitted to
arbitration can be separated from those not so
submitted, that part of the award which contains
decisions on matters submitted to arbitration may be
enforced; or
(d) the composition of the arbitral authority or the
arbitral procedure was not in accordance with the
agreement of the parties, or, failing such agreement,
was not in accordance with the law of the country
where the arbitration took place; or
(e) the award has not yet become binding on the
parties, or has been set aside or suspended by a
competent authority of the country in which, or under
the law of which, that award was made.
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(2) Enforcement of an arbitral award may also be refused if
the Court finds that—
(a) the subject-matter of the difference is not capable
of settlement by arbitration under the law of India; or
(b) the enforcement of the award would be contrary to
the public policy of India.
Explanation 1.—For the avoidance of any doubt, it is
clarified that an award is in conflict with the public policy
of India, only if,—
(i) the making of the award was induced or affected by
fraud or corruption or was in violation of section 75 or
section 81; or
(ii) it is in contravention with the fundamental policy of
Indian law; or
(iii) it is in conflict with the most basic notions of morality
or justice.
Explanation 2.—For the avoidance of doubt, the test as to
whether there is a contravention with the fundamental
policy of Indian law shall not entail a review on the merits
of the dispute.
(3) If an application for the setting aside or suspension of
the award has been made to a competent authority referred
to in clause (e) of sub-section (1) the Court may, if it
considers it proper, adjourn the decision on the enforcement
of the award and may also, on the application of the party
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claiming enforcement of the award, order the other party to
give suitable security.”
77. In the present case, the core of the controversy can be distilled into one
primary issue which is the Award being in contravention of the
fundamental policy of India as provided under Section 48(2)(b) read
with Explanation 1 (ii) for the reasons as submitted by the respondent
No. 1.
78. Section 48(2)(b) of the Act embodies the ground for refusal of a foreign
Award when the same is contrary to public policy of India and then its
Explanation 1(ii) clarifies that a foreign award will only be considered
to be violation of the public policy of India when it is against the very
fundamental policy of Indian Law. Explanation 1(iii) to Section
48(2)(b) further stipulates that in order to be in violation of the public
policy of India, the Award has to be in contravention with the most
basic notions of justice and morality. Undoubtedly, from a perusal of
the statutory scheme, the baseline to trigger this ground into application
is very high. The Hon’ble Supreme Court in Vijay Karia v. Prysmian
3
Cavi E Sistemi SRL has made some observations with regards to the
ground of public policy, which read as under:
“83. Having said this, however, if a foreign award fails to
determine a material issue which goes to the root of the
matter or fails to decide a claim or counterclaim in its
entirety, the award may shock the conscience of the Court
and may be set aside, as was done by the Delhi High Court

3
2020 SCC OnLine SC 177 .
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in Campos [Campos Bros. Farms v. Matru Bhumi Supply
Chain (P) Ltd., 2019 SCC OnLine Del 8350 : (2019) 261
DLT 201] on the ground of violation of the public policy of
India, in that it would then offend a most basic notion of
justice in this country [ In Ssangyong Engg. & Construction
Co. Ltd. v. NHAI, (2019) 15 SCC 131 : (2020) 2 SCC (Civ)
213 this Court cautioned that this ground would only be
attracted with the following caveat: (SCC pp. 199-200, para
76)“76. However, when it comes to the public policy of
India argument based upon “most basic notions of justice”,
it is clear that this ground can be attracted only in very
exceptional circumstances when the conscience of the Court
is shocked by infraction of fundamental notions or
principles of justice. … However, we repeat that this ground
is available only in very exceptional circumstances, such as
the fact situation in the present case. Under no
circumstance can any court interfere with an arbitral award
on the ground that justice has not been done in the opinion
of the Court. That would be an entry into the merits of the
dispute which, as we have seen, is contrary to the ethos of
Section 34 of the 1996 Act, as has been noted earlier in this
judgment.”]. It must always be remembered that poor
reasoning, by which a material issue or claim is rejected,
can never fall in this class of cases. Also, issues that the
Tribunal considered essential and has addressed must be
given their due weight — it often happens that the Tribunal
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considers a particular issue as essential and answers it,
which by implication would mean that the other issue or
issues raised have been implicitly rejected. For example,
two parties may both allege that the other is in breach. A
finding that one party is in breach, without expressly stating
that the other party is not in breach, would amount to a
decision on both a claim and a counterclaim, as to which
party is in breach. Similarly, after hearing the parties, a
certain sum may be awarded as damages and an issue as to
interest may not be answered at all. This again may, on the
facts of a given case, amount to an implied rejection of the
claim for interest. The important point to be considered is
that the foreign award must be read as a whole, fairly, and
without nit-picking. If read as a whole, the said award has
addressed the basic issues raised by the parties and has, in
substance, decided the claims and counterclaims of the
parties, enforcement must follow.”
79. Also, with regards to the Explanation 1(ii) of fundamental policy of
Indian law, the following has been held in OPG Power Generation (P)
4
Ltd. v. Enexio Power Cooling Solutions (India) (P) Ltd. :
37. What is clear from above is that for an award to be
against public policy of India a mere infraction of the
municipal laws of India is not enough. There must be, inter
alia, infraction of fundamental policy of Indian law

4
(2025) 2 SCC 417.
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including a law meant to serve public interest or public
good.
…
In contravention with the fundamental policy of Indian law
51. As discussed above, till the 2015 Amendment the
expression “in contravention with the fundamental policy of
Indian law” was not found in the 1996 Act. Yet,
in Renusagar [Renusagar Power Co. Ltd. v. General
Electric Co., 1994 Supp (1) SCC 644] , in the context of
enforcement of a foreign award, while construing the
phrase “contrary to the public policy”, this Court held that
for a foreign award to be contrary to public policy mere
contravention of law would not be enough rather it should
be contrary to:
(a) the fundamental policy of Indian law; and/or
(b) the interest of India; and/or
(c) justice or morality.
52. In the judicial pronouncements that
followed Renusagar [Renusagar Power Co. Ltd. v. General
Electric Co., 1994 Supp (1) SCC 644] , already discussed
above, the domain of what could be considered contrary to
the “public policy of India”/“fundamental policy of Indian
law” expanded, resulting in much greater interference with
arbitral awards than what the lawmakers intended. This led
to the 2015 Amendment in the 1996 Act.
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…
55. The legal position which emerges from the aforesaid
discussion is that after “the 2015 Amendments” in Section
34(2)(b)(ii) and Section 48(2)(b) of the 1996 Act, the phrase
“in conflict with the public policy of India” must be
accorded a restricted meaning in terms of Explanation 1.
The expression “in contravention with the fundamental
policy of Indian law” by use of the word “fundamental”
before the phrase “policy of Indian law” makes the
expression narrower in its application than the phrase “in
contravention with the policy of Indian law”, which means
mere contravention of law is not enough to make an award
vulnerable. To bring the contravention within the fold of
fundamental policy of Indian law, the award must
contravene all or any of such fundamental principles that
provide a basis for administration of justice and
enforcement of law in this country.
(Emphasis Supplied)
80. It is the case of the respondent No.1 that the nature of transaction
entered into between the parties in accordance with the Agreement is
that of the nature of a “Factoring transaction” regulated by the
Factoring Act. The Award Holder not being a company registered as a
“Factor” under the relevant Act, cannot undertake such a transaction.
Thus, the Award is against public policy more particularly violative of
fundamental policy of Indian law i.e., Section 48(2)(b) Explanation
1(ii).
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81. Section 2(j) of the Factoring Act defines the term “Factoring business”
in the following words:
“(j) “factoring business” means the business ofacquisition
by way of assignment of receivables of assignor for a
consideration for the purpose of collection of such
receivables or for financing, whether by way of making
loans or advances or otherwise, against such assignment,
but does not include—
(i) credit facilities provided by a bank or a non-banking
financial company in its ordinary course of business against
security of receivables;
(ii) any activity as commission agent or otherwise for sale of
agricultural produce or goods of any kind whatsoever or
any activity relating to the production, storage, supply,
distribution, acquisition or control of such produce or
goods or provision of any services.
Explanation.—For the purposes of this clause—
(i) the expression “agricultural produce” shall have the
meaning assigned to it under clause (a) of section 2 of the
Agricultural Produce (Grading and Marking) Act, 1937 (1
of 1937); and
(ii) the expressions “goods” and “commission agent” shall
have the meanings assigned to them respectively under
clause (d) and Explanation (ii) of clause (i) of section 2 of
the Forward Contracts (Regulation) Act, 1952 (74 of
1952);”
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82. Further, Section 2(i) of the Factoring Act, defines the term “Factor”,
which reads as under:
“(i) “factor” means a non-banking financial company as
defined in clause (f) of section 45-I of the Reserve Bank of
India Act, 1934 (2 of 1934) which has been granted a
certificate of registration under sub-section (1) of section 3
or anybody corporate established under an Act of
Parliament or any State Legislature or any Bank or any
company registered under the Companies Act, 1956 (1 of
1956) engaged in the factoring business;”

83. From a conspectus of the aforesaid provisions, it is clear that the
essential ingredients for a business transaction to be in the nature of
factoring is such that it requires existence of receivables owed to an
assignor, acquisition of such receivables by way of assignment in
favour of a Factor, and such acquisition of receivable being for the
purpose of either collection or for financing.
84. The nature of transaction in the present case can be deduced from the
perusal of the Agreement more particularly Section 4.1 and Exhibit-3
of the Agreement, wherein the Award Holder paid to respondent No. 1,
a substantial amount as advance against booking incentives which were
to be paid by the Award Holder to respondent No. 1 on the respondent
No. 1 achieving specific volumes of eligible bookings. The respondent
No. 1 was permitted to raise invoices on the Award Holder towards the
incentives for eligible bookings, and such incentiveswere to be adjusted
from the money already advanced. In case of failure to meet the
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minimum booking requirement, the respondent No. 1 was obliged to
repay an amount based on the shortfall.
85. The said Agreement is a commercial agreement under which the Award
Holder, being a party liable to pay incentives (on eligible bookings) for
performance by the respondent No. 1, made an advance payment
towards these incentives, which was its own contractual liability. The
advance payment of this incentive was in turn coupled with
performance based conditions for invoicing and repayment condition in
case of shortfall to reach the minimum number of eligible bookings as
decided by the parties. Thus, this payment (advance) is in substance a
prepaid consideration for anticipated services, and not a loan against
receivable owed to respondent No.1 by some third parties.
86. The respondent No. 1 in addition has also failed to demonstrate how
does the transaction involves any assignment to Award Holder of the
respondent No. 1’s receivables. There is no such involvement of
assignment of any form of receivables.
87. In this backdrop the transaction between the Award Holder and
respondent No. 1 is a purely commercial transaction wherein Award
Holder and respondent No. 1 have agreed for payment of advance
incentives which is then to be adjusted as per their internal
arrangement, the same cannot be said to be in the nature of factoring
governed by the Factoring Act.
88. Even otherwise, the Section 2(i) of the Factoring Act defines “Factor”
as a non-banking financial company or any bank or any company
incorporated by State or under the Companies Act. However, in the
present case the Award Holder is a Company based in Spain, and does
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not fall under the definition of “Factor” to require registration under the
Factoring Act.
89. By way of the present petition, the Award Holder is seeking
enforcement of an Arbitral Award for which the grounds of refusal are
very limited and narrow and this Court is not required to undertake
examination on merits into the parties commercial bargain.
90. Hence, the transaction in question is purely a commercial transaction
and cannot be said to be in the nature of a “Factoring business”
transaction falling under the ambit of the Factoring Act.
91. In this view of the matter, there is no violation of public policy of India
to satisfy the scrutiny as contemplated under Section 48(2)(b) read with
Explanation 1(ii) i.e., the fundamental policy of Indian law.Thus, the
challenge of the respondent No. 1 against the Award is wholly
untenable and misconceived.
Doctrine of election of remedies.
92. The respondent No. 1 has also raised an objection that the present
proceedings are barred by virtue of doctrine of election of remedies.
93. The Award Holder has out of their own volition pursued its remedy
before the USDC and in pursuance thereof a series of events transpired.
Now, at this stage after participating in the proceedings before the US
Bankruptcy Court, the Award Holder cannot seek enforcement of the
Award before this Court.
94. It is also stated that the Award Holder is barred by doctrine of estoppel
as in pursuance of the forbearance agreement, the respondents have
already altered their strategies and plannings.
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95. To my mind, this objection by the respondent No. 1 is misconceived
and is fleetingly raised. I am only required to refuse the enforcement of
the foreign Award when it is barred under the grounds as contemplated
under Section 48 of the Act, which is not the case in the present
petition.
96. Qua the objection with regards to doctrine of election of remedies, it is
apposite at this stage to see the judgment of Hon’ble Supreme Court
wherein the essential elements for its applications are laid down. The
relevant paragraphs of the judgment titled Transcore v. Union of
5
India read as under:
“64. In the light of the above discussion, we now examine
the doctrine of election. There are three elements of
election, namely, existence of two or more remedies;
inconsistencies between such remedies and a choice of one
of them. If any one of the three elements is not there, the
doctrine will not apply. According to American
Jurisprudence, 2d, Vol. 25, p. 652, if in truth there is only
one remedy, then the doctrine of election does not apply. In
the present case, as stated above, the NPA Act is an
additional remedy to the DRT Act. Together they constitute
one remedy and, therefore, the doctrine of election does not
apply. Even according to Snell's Principles of Equity (31st
Edn., p. 119), the doctrine of election of remedies is
applicable only when there are two or more co-existent

5
(2008) 1 SCC 125.
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remedies available to the litigants at the time of election
which are repugnant and inconsistent. In any event, there is
no repugnancy nor inconsistency between the two remedies,
therefore, the doctrine of election has no application.”
97. It is required at this stage to see the operative portions of the Award,
and the same read as under:
“309. The Tribunal declares and orders as follows:
(1) The Tribunal has jurisdiction over all claims decided in
this Award.
(2) The Tribunal declares that EbixCash Private Limited is
liable to pay, and orders EbixCash Private Limited to pay to
Amadeus IT Group, SA, within 14 days after the date of this
Award, the amount of €12,061,814 pursuant to Section
3.3(ii) and Section 3.2 of Exhibit 3 of the Global Agreement
(being the Euro equivalent of US$ 13,714,283), plus interest
on such amount at 2 % per annum above the three-month
Euribor rate from 14 June 2020 until full payment.
(3) The Tribunal declares that EbixCash Private Limited is
liable to pay, and orders EbixCash Private Limited to pay to
Amadeus IT Group, SA within 14 days after the date of this
Award, the amount of €551,598.38 Euros pursuant to
Section 3.3(ii) and Exhibit 4 of the Global Agreement, plus
interest on such amount at 2 % per annum above the three-
month Euribor from the date of the Award until the date of
full payment.
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(4) The Tribunal orders EbixCash Private Limited to pay (i)
€465,045 for Amadeus IT Group, SA’s legal and other costs
incurred in this Arbitration and (ii) €187,335 being the
Euro equivalent of US$213,000 that Amadeus has paid to
the ICC for costs of this Arbitration. The Tribunal orders
that the Respondents (EbixCash Private Limited and Ebix
Inc.) bear their own legal and other costs in this Arbitration
and the cost of their advances to the ICC for the costs of
arbitration.
(5) The Tribunal declares that Ebix Inc. is liable to pay, and
orders Ebix Inc. to pay, on a joint and several basis with
EbixCash Private Limited, (i) the amount due to Amadeus
IT Group, SA in accordance with para. (2) above,
(including interest until payment of such amount) and (ii)
the amounts due in accordance with para (4) above, within
14 days after the date of this Award.”
(Emphasis Supplied)
98. The Award is clear in its terms that the liability of both respondents is
joint and several. Thus, there is no question of application of the
doctrine of election of remedies as contended by the respondent No. 1.
The pursuit of remedy against one of the jointly and severally liable
Award Debtor shall not extinguish or result in waiver of right to
proceed against the other, unless there is a clear unequivocal stipulation
to this effect in the Award. In the present case, the Award Holder
availed its remedy against respondent No. 2 before the US Bankruptcy
Court and also entered into a forbearance agreement with it. However,
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at that stage, the Award Holder was neither proceeding against nor
prosecuting any claim against the respondent No. 1.
99. At the cost of repetition, I am compelled to say that it is a settled
position of law that the scope of refusal for enforcement of a foreign
Award is limited and the same is only allowed when any ground as
incorporated under Section 48 of the Act is attracted. The respondent
No. 1 in the present case has fleetingly raised these arguments which
do not demonstrate at all, violation of any grounds under Section
48(2)(b).
Extinguishment of Debt.

100. The respondent No. 1 has also raised an objection that the Award
Holder has out of its own volition altered the nature of liability arising
out the Award by entering into a forbearance agreement with the
respondent No. 2 and thereby opting to treat respondent No. 2 as
primarily liable party. Thus, in this backdrop, the Award cannot be
enforced against respondent No. 1.
101. The last recital of the forbearance agreement reads as under:
“WHEREAS, subject to the terms and conditions stated
herein, Amadeus has agreed to conditionally forbear from
immediately collecting the entirety of the amounts owed to it
pursuant to the Judgment and the Arbitration Award, and
the Parties seek to resolve this matter without further court
intervention.”

102. The nature of the forbearance agreement, is clearly deducible from the
perusal of the aforesaid recital, the forbearance agreement is in the
nature of a conditional arrangement whereby for the time being, the
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Award Holder and respondent No. 2 have agreed to forbear from taking
coercive actions as per law for payments,subject to the same being
made by the respondent No. 2 in accordance with the schedule as
agreed between the parties therein.
103. The forbearance agreement is at best an arrangement between the
Award Holder and respondent No. 2, for discharge of liabilities as per
its terms and the same is in furtherance to the USDC Order enforcing
the Award.
104. In this view, the forbearance agreement cannot be said to have resulted
in extinguishment of liability of a party (respondent No. 1) jointly and
severally liable under the Award.
105. Additionally, the Clause No. 2(d) of the forbearance agreement reads as
under:
“2. Amadeus Obligations During Payment Period.
…
(d) If Ebix does not make payments in strict compliance with
the terms set forth in Section 1, all stays and forbearance by
Amadeus shall immediately cease without notice, and Ebix
shall serve written responses and objections to the
remaining Interrogatories within 5 days of such failure to
make payment.”
(Emphasis Supplied)
106. From a conspectus of the aforesaid discussion, it is clear, that the
forbearance agreement was merely a conditional arrangement between
the Award Holder and respondent No. 2, it does not in any way
extinguish the liability of a party (respondent No. 1) independently
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liable under the Award. The agreement in itself contains a stipulation
that all forbearance will end in case of default/breach of the
forbearance agreement, which means the Award shall stand revived in
case of defaults. Admittedly, respondent no. 2 defaulted in fulfilling its
payment obligations under the forbearance agreement.
107. Additionally, the position can be clearly inferred from a bare perusal of
the Order dated 02.08.2024 passed by the US Bankruptcy Court.
Paragraph No. 42 of the Order reads as under:
“42. Nothing in the Plan or this Order waives or releases
any claims of Amadeus against any non-Debtor, including,
without limitation, EbixCash Private Limited (formerly
EbixSoftware India Private Limited), or otherwise prohibits
Amadeus from pursuing such claims.”
(Emphasis Supplied)
108. In this view of the matter, the forbearance agreement or the Award
Holder pursuing its Claim before the US Bankruptcy Court does not
bar the right of the Award Holder to proceed against the respondent
No. 1 which is independently liable by virtue of its joint and several
liability. The plan under Chapter 11 of the Bankruptcy Code, before the
US Bankruptcy Court specifically incorporated the aforesaid statement
to reserve this right of the Award Holder against the respondent No. 1.
109. Neither the forbearance agreement nor the proceedings before the US
Bankruptcy Court, on their own terms, effect a novation or extinguish
the underlying obligations in accordance with the Award.
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110. I find no merit in the objection raised by the respondent No. 1 qua the
extinguishment of liability and the same is misconceived and
untenable.
111. In the present matter, I find, no ground as such proved by the
respondent No. 1 to reject the enforcement of the Award in terms of
Section 48 of the Act.
CONCLUSION
112. For the reasons as discussed above and having found no ground within
the confines of Section 48 of the Act to reject the enforcement of the
Award, the objections (under Section 48 of the Act) raised by the
respondent No. 1 stands rejected.
113. Consequently, the petition is allowed and the judgment
debtor/respondent No. 1 is directed to pay to the decree
holder/petitioner, the remaining unpaid amount along with interest in
terms of the Award dated 17.02.2022 passed in ICC Arbitration No.
25636/AZR/SPN/AB under the rules of Arbitration of the
International Court of Arbitration of the ICC by the AT within 4
weeks from today.
114. The calculation sheet showing the outstanding amount with interest
shall be filed by the decree holder/petitioner within 1 week from date
of pronouncement of this judgment.
115. List for compliance, before the roster bench on 17.07.2026.
116. Accordingly, the present petition is allowed and all applications are
disposed of.

JASMEET SINGH, J
JULY 01, 2026/SS
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