1. The control and management of Brahmani River Pellets Limited [BRPL] is the subject matter of dispute in this proceeding. BRPL is a subsidiary of the respondent no.1. The respondent no.1 holds more than 99% of the share capital of BRPL. The petitioner no.1 owns 46% shares in the respondent no.1. The petitioner no.2 owns 27% share in the respondent no.1. The petitioners altogether own and control 73% shares in the respondent no.1. The balance 27% of the shareholding in the respondent no.1 is owned and controlled by the Saraf Group. The principal grievance of the petitioners is that the respondent no.1 is acting in breach of the shareholders agreement dated 11th December, 2015 and BRPL Governance Agreement dated 11th December, 2015.

2. Mr. S.K. Kapoor, learned Senior Counsel appearing on behalf of the petitioners has referred to Clauses 3.4 and 3.4.1 of the Shareholders’ Agreement to argue that the respondent no.1 and the Saraf Group have agreed and undertaken that they shall not do anything which would reasonably likely to prejudice the petitioners’ direct or indirect rights and interests in relation to BRPL. The respondent no.1 is under an obligation not to transfer its