1. The suit is filed by shareholders of a banking company challenging resolutions relating to appointment of directors as well as claiming declarations concerning the rights of the Plaintiff shareholders under the Articles of Association of the company and injunctive reliefs against other shareholders based on these rights. On the application of the Plaintiffs for interlocutory reliefs, objections to the jurisdiction of the Court were raised by the Defendants. Preliminary issues concerning jurisdiction were accordingly framed by this Court under Section 9 A of the Code of Civil Procedure. Evidence was led on these issues. The issues are being decided by this order.

2. The preliminary issues framed by this Court are as follows:

(i) Whether the suit, as filed, is maintainable in law?

(ii) Whether this Court has jurisdiction to entertain and try the suit?

3. A brief overview of the pleadings of the parties and their evidence is as follows:

4. Plaintiff Nos.1 to 3 are widow, daughter and son, respectively, of one Ashok Kapur who was a co-founder of Defendant No.6 a banking company with his brother in law, Defendant No.1. Both Ashok Kapur and Defendant No.1 were described as ‘Indian Partners’ in the Articles of Association of Defendant No.6. The other group of founders /shareholders was a banking company incorporated under the laws of Netharlands, Rabobank International Holding B. V. (“Rabobank”), referred to in the Articles of Association as “Rabo”. Plaintiff No.4 is part of the Ashok Kapur group of shareholders in Defendant No.6.

5. Defendant No.1 is the present CEO and Managing Director of Defendant No.6. Defendant Nos.2 (sister of Plaintiff No.1) and 3 are, respectively, wife and daughter of Defendant No.1. Defendant Nos.4 and 5 are part of the Defendant No.1 group of shareholders in Defendant No.6. Defendant Nos.7 to 12 are appointed as Directors of Defendant No.6, whose appointments are the subject matter of challenge in the present suit.

6. Defendant No.6 – Yes Bank – was incorporated by the Indian partners Ashok Kapur and Defendant No.1, and Rabobank, who entered into a Share Subscription Agreement and a Shareholders Agreement. Under these Agreements, Rabobank agreed to subscribe to equity shares constituting 49 % of the equity capital of Defendant No. 6. The Share Subscription Agreement and the Articles of Association of Defendant Nos.6, which formed part thereof, defined ‘Indian Partners’ as ‘Ashok Kapur and Defendant No.1 collectively’, and Ashok Kapur and Defendant No.1 as, respectively, the two individuals including (subject to context) their successors, legal representatives and assigns. The Articles and the Agreements required the Board of Defendant No.6 to consist of ‘Representative Directors’ and ‘Independent Directors’. Each of 'Rabo' and 'Indian Partners' had the right to recommend the appointment of three directors as “Representative Directors” to be known, respectively, as “Rabo Representative Directors” and “IP Representative Directors”. Apart from the ‘Representative Directors’, the Board was to have other independent directors (“Independent Directors”). Under the Articles, so long as Indian Partners along with their affiliates directly or indirectly held at least 10% of the issued and paid up share capital of Defendant No.6, they were to have the right to recommend the three “I P Representative Directors”.

7. Defendant No.6 bank grew from strength to strength under the joint leadership of Ashok Kapur and Defendant No.1 till Ashok Kapur became an unfortunate victim of the terror attacks in Mumbai on 26th November, 2008 and died on that day.

8. Even after his death, Ashok Kapur group continued to be a major shareholder in Defendant No.6. Plaintiff Nos.1 to 3 continued to represent the late Ashok Kapur as his successors and legal representatives. The group presently holds about 12% of the issued, subscribed and paid up capital of Defendant No.6 and together with the Defendant No.1 group of shareholders