Ebixcash Ltd and others v Ashok Kumar Goel and another [2025] SGHC(I) 23

This application was originally commenced in the General Division of the High Court on 31 January 2025 as HC/OA 108/2025. It was transferred to the Singapore International Commercial Court, by consent, on 11 April 2025 as SIC/OA 8/2025 (“OA 8”).

The relief sought by the Applicants, as amended on 13 March 2025 is as follows:

Background

OA 8 arises out of the combined result of two arbitrations brought by the Respondents to this Application against the Applicants. As the Respondents, Goel and Vyoman India Private Limited were (amongst) the Claimants in the arbitrations and the Applicants (known collectively as “Ebix”) were the Respondents thereto, there is scope for confusion when using the terms Applicants, Claimants and Respondents. We shall therefore refer to all four Applicants in OA 8 as “Ebix”, (save where it is necessary to draw a distinction between them), to “EPS” when referring solely to the fourth Applicant, and to the Respondents as “G&V”.

This dispute has its origins in a Shareholders’ Agreement (the “SHA”) dated 12 May 2017 under which, in simple terms, companies in the Ebix group purchased 80% of the shares in a company then known as Itz Cash Card Limited, with G&V (together with a number of other individuals) becoming minority shareholders. Itz Cash Card Limited then changed its name to that of the fourth Applicant, EPS.

Disputes arose between Ebix and G&V which G&V contended entitled them to terminate the Agreement and to require Ebix to purchase G&V’s 20% holding in EPS. This was disputed by Ebix.

The right to terminate was contained in Article 15 of the SHA which, so far as relevant, provided:

Article 19 provided that the governing laws were to be the laws of India with the courts at Mumbai having exclusive jurisdiction. Article 20.1 was a Dispute Resolution provision which required consultation, internal mediation and finally resolution by “binding arbitration by a sole arbitrator mutually appointed by [the parties], in accordance with the arbitration rules of the Singapore International Arbitration Centre …”. Article 20.2 provided that the seat and venue of the arbitration would be Singapore but that the arbitrator would decide any dispute in accordance with the laws of India.

Attempts at conciliation and mediation failed and thus G&V (and other shareholders and employees) commenced five separate arbitrations on 9 June 2020. These were subsequently consolidated into a single arbitration on 19 August 2020 (the “Prior Arbitration”) following which a single arbitrator (the “Arbitrator”) was appointed by a Vice President of the SIAC Court of Arbitration.

It is not necessary to go into the details of what was a very substantial arbitration which resulted in a Partial Award dated 1 June 2023. The Arbitrator held that G&V were entitled to terminate the SHA and that the Ebix companies (save for EPS) were liable to purchase G&V’s shares in EPS at the Enhanced Call Price pursuant to Article 15.6, to be determined by the Independent Valuer, who was to be appointed by G&V.

Independent Valuer is defined in the definitions section of the SHA (Article 1.1) as follows:

The Arbitration

The parties failed to agree who was to be appointed as the Independent Valuer. G&V proposed appointing Mr Neeraj Jain (“Mr Jain”) of PwC but Ebix objected to this on the basis that PwC could not be considered to be independent as they had previously been engaged by the parties. Once Mr Jain confirmed his independence to G&V, G&V exercised its right under Article 15.6 to nominate PwC and Mr Jain notwithstanding Ebix’s objection. He was formally engaged on 30 November 2023.

Pursuant to Article 15.7 of the SHA, the Independent Valuer was to determine the Enhanced Call Price within 15 business days of their appointment. In fact, Mr Jain provided his valuation in the sum of INR 181,73,97,405 on 22 January 2024, outside the time limit of 15 days.

The principal issue arising for determination was whether the PwC valuation complied with the requirements of Article 15 of the SHA. The Arbitrator summarised all the issues arising for determination in Section E of the Award as follows:

The Arbitrator concluded that the various attacks made by Ebix on the valuation failed. In Section F he dealt with the first of the issues, the independence of PwC at paragraphs 56–102. It is the Arbitrator’s approach to the law and the facts underlying his conclusion that PwC (and Mr Jain) did constitute an Independent Auditor which forms the basis of two of Ebix’s allegations of breach of natural justice in this application.

It is thus necessary to review in some detail the Arbitrator’s approach and reasoning. He considered the facts, both in the form of correspondence passing between the parties concerning possible work done by PwC for the parties or persons associated with the parties and information provided in the course of oral evidence. He summarised the evidence in paragraph 71:

The Arbitrator then turned to the law. He started by referring to two English cases as being the principal authorities on the issue of the independence of valuers: Hopkinson v Hickton [2016] EWCA 1057 (“Hopkinson”) and Secretariat Consulting PTE and ors v A Company [2021] EWCA Civ 6, [2021] 4 WLR 20 (“Secretariat”).

In paragraph 73 he said:

The Arbitrator considered the reasoning in those cases in a measure of detail. However he drew particular attention to the observations of Patten LJ in Hopkinson at [17], [28] and [33], cited in paragraphs 76 and 77 of the Award:

The Arbitrator went on to conclude that what was important was to keep well in mind that each case will turn on its own particular facts.

At paragraph 83 he concluded;

The Arbitrator then turned to applying the law to the facts of the case in Section F.5 – Legal analysis. In paragraph 87 he observed:

Having reviewed all the alleged aspects of lack of independence, the Arbitrator concluded in paragraph 98:

The parties’ contentions

(1) Ebix’s contentions

As is set out in [2] above, Ebix’s case is that in analysing the law in the way he did and determining that the principles enunciated in Hopkinson and Secretariat did represent the correct approach under Indian law, the Arbitrator acted in breach of natural justice and prevented them from properly presenting their case.

Ebix rely on three alleged breaches of natural justice as set out in paragraphs 31–34 of its Written Submissions:

The first two can be seen to be related. The point taken is that the Arbitrator was wrong to conclude that Hopkinson and Secretariat represented the Indian law approach, that he ignored Ebix’s pleaded case that Indian law on independence of valuers was governed by the Companies (Registered Valuers and Valuation) Rules 2017 (the “Valuation Rules”) and denied them the opportunity to address the Arbitrator on the contrast between the two [emphasis added by underlining].

Since it is well settled that errors of law are not grounds for setting aside an arbitral award. Ebix accept that if their complaint was merely that the Arbitrator was wrong in law in holding that Indian law followed the approach in the two cases, this Court could not intervene. The Court can only intervene if, in reaching that conclusion, a breach of natural justice occurred.

The third is a timing point. Mr Jain did not provide his valuation within the 15-day period (see [12]) and it is said that in consequence the Arbitrator should have declared the valuation invalid. We shall deal with this ground separately at the end.

Dealing first with the two principal objections, put very simply, Ebix contend that the Arbitrator should have considered the argument that the Valuation Rules apply to identifying the standards and requirements for independence under Article 15 of the SHA, that these differ from the approach in the two cases and that, had he done so, he would, or at the very least, he could have reached the conclusion that PwC was not independent on the facts of this case.

It was this failure and the failure to give Ebix a proper opportunity to address the question which give rise to the alleged breaches of natural justice.

(2) G&V’s Contentions

G&V meet these assertions by contending that Ebix never once raised in the Arbitration that the approach in the Valuation Rules differed from that in the two cases nor did Ebix suggest that the Arbitrator should rely on the approach in the Valuation Rules to the exclusion of that set out in the two cases. Viewing the arbitral record as a whole it is, they say, clear that the parties accepted that there was no divergence between the approach of the two cases on the one hand and the Valuation Rules on the other. Accordingly, the fact that no reference was made in the Award to the Valuation Rules does not constitute a breach of natural justice.

The Valuation Rules

The Valuation Rules were made pursuant to Section 247 of the (Indian) Companies Act 2013. The Act concerns the eligibility of persons to be registered as “Registered Valuers” for the purposes of the Act and the recognition to be accorded to those who are so registered.

The following provisions should be noted:

The Rules contain Annexure I which provides a Model Code of Conduct for Registered Valuers. Under the heading “Independence and Disclosure of Interest” sections 12–15 read as follows:

The Applicable Law

The legal approach to an application based on a breach of natural justice is well settled and not in dispute. Ebix summarise this approach in paragraphs 25–30 of their Written Submissions and G&V do likewise in paragraphs 24–26 of theirs. They are to like effect so we shall reproduce only Ebix’s paragraphs 25–30:

Both parties specifically drew our attention to some recent observations of the Court of Appeal in DKT v DKU [2025] 1 SLR 806 as to the conditions necessary for a successful infra petita challenge to an arbitral award. These emphasised the need for the point in question to have been properly brought before the Tribunal and not being a point which, subsequently, the party wished it had run before the Tribunal.

Indian Law

Before turning to the substance of the dispute, it is necessary to say a little about Indian law. The Arbitration was conducted under Indian law and the Arbitrator had the assistance of Indian counsel for both parties. No questions of “foreign” law therefore arose. Counsel were free to raise propositions of law on matters arising out of the pleadings and to cite authorities in support of those propositions.

The same is not the case for OA 8 which is before the Singapore Courts where Indian law constitutes “foreign” law. This would normally be proved by way of evidence. However under Order 16 r 8 of the Singapore International Commercial Court Rules 2021 (“SICC Rules 2021”) questions of foreign law can be determined on the basis of submissions (including oral and written submissions) instead of by proof. By a Summons (SIC/SUM 42/2025) dated 19 May 2025, Ebix sought an order for written submissions on Indian law.

Following evidence and submissions the parties agreed to seek an order by consent without a hearing that there should be written submissions on Indian law from appropriately qualified experts in Indian law on two questions:

Whilst we had our concerns that the second question was in truth a matter for submissions by local counsel and not a question of foreign law, we concluded that the order should be made as sought and that any concerns as to who had the right to address the court on the second question could be left to the oral hearing. In the event local counsel adopted the written submissions made by the foreign counsel in relation to the second question.

The Order made on 17 June 2025 limited the submissions to 20 pages and both sides filed written submissions together with bundles containing some 20 cited authorities. Mr Viksit Arora, foreign counsel for Ebix, in a submission covering 18 pages concluded in paragraph 46 that “applying the Indian law in the present case the Tribunal ought to have reached the irresistible conclusion that PwC was not an Independent Valuer”.

Unsurprisingly Mr Sharan H. Jagtiani, foreign counsel for G&V, in a 20-page submission came to the opposite conclusion. His reasoning led him to conclude that the standards applicable under Indian law for assessing independence were not materially different from the standards set out in Hopkinson and Secretariat. If anything, he considered that the standards laid down in those cases were higher.

It is not necessary for us to consider the detail of those submissions since, as will be seen, submissions of that nature and extent were not made before the Arbitrator.

The vital question is to determine how matters developed in the Arbitration. What were the issues raised on the pleadings? How were those issues handled in the evidence and in submissions? To what extent was the material contained in the foreign counsels’ submissions before us mirrored in the material before the Arbitrator? Was the alleged divergence between the principles to be derived from the two cases on the one hand and the Valuation Rules on the other properly brought before the Arbitrator?

The Proceedings before the Arbitrator

The Pleadings

In paragraphs 77–83 of the Statement of Claim dated 27 May 2024, G&V set out the basis of their reasoning for contending that PwC and Mr Jain were independent.

In Ebix’s Defence dated 8 July 2024 the issue of independence was addressed in paragraphs 5–15. The following extracts should be noted:

It will thus be seen that Ebix introduced a reference to the Valuation Rules and to Secretariat. We draw attention to the last sentence of paragraph 6(9) underlined above and to the fact that Secretariat was not considered by Ebix to be the only potentially relevant judicial decision. It is to be noted that the pleading does not seek to distinguish between the reasoning in Secretariat and the wording of the Valuation Rules.

G&V joined issue in the Reply, dated 27 July 2024. Particular note should be taken of paragraphs 9–11:

Here G&V cite Hopkinson and contend that the test for apparent bias is that set out in Hopkinson. They challenge Ebix’s reliance on the Valuation Rules as being applicable. In paragraphs 15–17, the pleading considers Secretariat and concludes that Secretariat was distinguishable on the facts but relied in paragraph 17 on the following extract from [98] of Secretariat:

At this stage, plainly, there was an issue between the parties as to whether the Valuation Rules applied but there was a degree of consensus that assistance could be gained from English cases. Neither party had expressly raised the issue of the difference, if any, between the Valuation Rules and the authorities although is implicit that both parties felt that there was.

In paragraph 11 of the Rejoinder dated 1 August 2024 it reads as follows:

This is a tacit acceptance that any contention that the Valuation Rules were directly applicable was not being pursued. They were only being relied upon as an indicator of the correct approach, in the same way as was the reasoning in Hopkinson referred to by G&V. However there is no plea as to what indications should be drawn from the Valuation Rules as to who constituted an independent valuer and how such indications might differ from those which might be extracted from the two English cases. There was no assertion that the reasoning in Hopkinson did not represent the law of India.

The Written Opening Statements

Paragraphs 15–18 of G&V’s Opening Statement dated 24 August 2024 read as follows:

Reliance was therefore being placed on the English cases and no reference was made to the Valuation Rules.

In their Written Opening, dated 25 August 2024, Ebix made no reference to the English authorities but in paragraph 13(6) said this:

From what follows in paragraph 15, it is plain that Ebix regarded the test for challenging the independence of an independent valuer to be a very strict one; any association was fatal such that, on the facts of this case, Deloitte, KPMG, EY and PwC would all be ruled out.

The Opening Oral Submissions

At the start of a three-day hearing beginning on 30 August 2024, counsel for both parties made brief opening statements. Mr Bull, counsel for G&V, said this about the Valuation Rules:

He made no reference to the English cases.

Mr Chidambaram, Counsel for Ebix, likewise made no reference to the English cases nor did he respond to Mr Bull’s observations on the irrelevance of the Valuation Rules. He contented himself with saying that he would demonstrate that Mr Jain and PwC had a serious conflict of interest without commenting further on the criteria to be adopted in assessing this.

The Closing Oral Submissions

The oral closing statements were in two tranches. First Mr Bull and then Mr Chidambaram addressed the Tribunal for about one hour each and then, after a short break, each had a further half hour.

In his first address, Mr Bull reverted to paragraph 18 of the Written Opening discussing Secretariat and reinforced his reliance on the passage emphasised in bold in [49] above. He contrasted the factors which in Secretariat led to a finding of lack of independence with those in the present case.

In his first address, Mr Chidambaram focussed heavily on the facts so as to reach a conclusion of lack of independence which he expressed as follows:

He made no reference to the standard by which independence should be assessed, he did not mention the Valuation Rules and he did not comment on Mr Bull’s observations on Secretariat.

In his second address Mr Bull again referred to Secretariat and to Hopkinson as well, making the point that Secretariat had also been cited by Ebix:

In relation to Hopkinson he emphasised that the test was what information the fair-minded bystander would have available and consider in deciding whether there was a likelihood of bias.

Finally, in his second address, Mr Chidambaram did not mention the Valuation Rules, he did not comment on what Mr Bull had said about Secretariat and Hopkinson and made no attempt to draw any distinction between the standards which might be extracted from the Valuation Rules in contrast to those to which the Tribunal’s attention had expressly been drawn by Mr Bull. He concluded by saying that “[t]hose are the points on which I want to respond to what my learned friend said”.

Discussion

Ebix’s case is that the Arbitrator fell into reviewable error in making the observations and findings which he did in paragraphs 73 and 83 of the Award. For convenience we shall set them out again:

So far as concerns paragraph 73, Ebix contend that the Arbitrator was wrong to exclude the Valuation Rules as being a “principal authority” and was equally wrong to say that Hopkinson was cited by both counsel.

In paragraph 83, Ebix challenges the Arbitrator’s statement that neither party suggested that Indian law would adopt a different approach from that adopted in Hopkinson and Secretariat. They say that it is wrong to ignore the arguments based of the Valuation Rules that the test under Indian law was more demanding than that arising from the two cases. Ebix goes on to contend that the Arbitrator was wrong to hold that there was no criticism of the two decisions and should thus not have held that Ebix accepted that they represented the law of India. Finally, they contend that, without considering the contentions based on the Valuation Rules, the Arbitrator was wrong to hold that the two cases did represent Indian law.

In a nutshell therefore, the question to be decided can be stated as being whether Ebix conducted their case in a manner which “properly brought the Valuation Rules point before the Tribunal for determination”.

By the Valuation Rules point we mean the contention that the guidance to be obtained from the Valuation Rules was such that it did not equate to and was stricter than the test arising from the judgments in the two English cases and should be preferred.

For the reasons which follow we are totally satisfied that Ebix did not do this.

True it is that Ebix pleaded the Valuation Rules in the Defence but they also drew attention to the decision in Secretariat without pleading that there was any difference of approach between the two. The relevance of the Rules to this case was then expressly challenged in the Reply where reliance was first placed on the observations in Hopkinson. Ebix accepted in the Rejoinder that the Rules were not mandatory but were an indicator of standards. However, they failed to plead that the tests arising from Hopkinson did not represent the law of India. Instead, the opposite was the case.

G&V’s Written Opening Submissions drew the Arbitrator’s attention to the two cases but did not mention the Valuation Rules.

In Ebix’s Written Opening Submissions, the Valuation Rules were referred to in paragraph 13(6) but no attempt was made to compare the guidance to be obtained therefrom with that to be gained from the two cases.

In Mr Bull’s opening oral submissions, he rejected any submission that the Valuation Rules applied as they were specific to insolvency and in his opening oral submissions Mr Chidambaram did not respond to this.

In the first round of oral closing submissions Mr Bull spoke first and referred to Secretariat. Mr Chidambaram did not respond to this either by alerting the Tribunal to the fact that his clients rejected the submission that Secretariat represented the law of India or by reminding the Tribunal that even if it was relevant, any observations were to be weighed against any guidelines emanating from the Valuation Rules. This was an opportunity for Ebix to ensure that its point was properly brought before the Tribunal and they did not do so.

In the second round of closing submissions Mr Bull referred at some length to both Secretariat and Hopkinson and again in his final submissions Mr Chidambaram made no comment about any alternative case.

In these circumstances it cannot be said that the Valuation Rules point was properly brought before the Tribunal. It was cursorily mentioned in Ebix’s Opening Written Submissions but thereafter played no part in the case. The applicability of the principles to be derived from Hopkinson and Secretariat was squarely before the Tribunal and there was more than one occasion when, if it was a live point, any reliance upon the Valuation Rules could and should have been raised expressly.

In oral submissions before this Court, Mr Kelvin Poon SC, Counsel for Ebix accepted that in the oral submissions before the Tribunal there was no debate between Counsel and the Arbitrator or any submissions on the Valuation Rules point. He sought however to contend that based on the written openings and the pleadings it was taken that the Arbitrator was alive to the distinction between the Valuation Rules and Hopkinson and Secretariat. We do not accept this having regard to the way in which the submissions developed.

In all the circumstances, if the Arbitrator turned his mind to the Valuation Rules at all subsequent to the oral hearings, he can be forgiven for assuming that any reliance on a possible divergence between the principles to be extracted from the Valuation Rules and those to be derived from the two cases had long since been abandoned. Indeed in all the circumstances we can see no reason why he should have turned his mind to them at that stage. The point was not properly brought before the Tribunal and therefore the first two alleged breaches of natural justice cannot succeed.

The contrast between the way in which the case on the Valuation Rules point was raised in the Arbitration and the detail with which it was covered in the submissions from the Indian lawyers before us is stark. This material could have been adduced before the Tribunal and it was not. This application is a classic case of attempting to reopen the merits of the Arbitration by raising a point in a manner in which it had not been run before the Tribunal.

The Timing Point

In [25] above we set out the three grounds relied upon by Ebix as constituting breaches of natural justice. We have rejected the first two for the reasons given and we now turn to the third.

We can deal with it briefly. Article 15(7) of the SHA requires that the Independent Valuer shall determine the Enhanced Call Price within 15 business days of their appointment. Mr Jain did not do this. It was a few days late.

Ebix contend before this Court that the consequence of this lateness is that the valuation was not an effective valuation within the terms of Article 15 and is thus invalid.

G&V reject that submission on a number of grounds, the primary one being that the issue was never raised before the Tribunal. This we accept.

There was a reference to Article 15.7 in paragraph 6 of the Defence in relation to the plea of lack of independence. It was the tenth ground (erroneously numbered in the Defence as the ninth ground) for contending that PwC was not an Independent Valuer:

There was no express plea that the lateness of the valuation affected its validity. It was not one of the three issues raised in Ebix’s Written Opening Submissions nor was it one of the five issues identified by Mr Chidambaram in his closing oral submissions.

In these circumstances there can be no grounds for criticising the Arbitrator for failing to address the suggestion that a somewhat late valuation was invalid. The point was never raised before him and thus cannot provide a basis for this Court to intervene. We can see no justification for the point being raised but it has been and is rejected.

Conclusion