The main legal point established in the judgment is that the appointment and removal of directors proposed in the EoGM did not fall under Reserved Matters and were valid, while the business to appoint an Executive Chairman and to amend the Articles of Association were Reserved Matters requiring the written consent of the petitioner.

JUDGMENT :

Vivek Singh Thakur, J.

Instant petition has been filed, under Section 9 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as 'Arbitration Act' for short), against the alleged threatened and apprehended illegal actions by respondents No.1 to 6, in violation of: (a) the Companies Act, 2013; (b) the Articles of Association; and (c) Subscription and Shareholders' Deed dated November 4, 2010 (in short 'SSD')(as amended), executed inter alia between the petitioner and respondents NO. 1 to 3 and others, for passing of interim directions, especially keeping in view the proposed invocation of arbitration by petitioner under SSD, seeking restraint orders against respondents No.2 to 6 pending commencement, hearing and final disposal of the proposed arbitral proceedings under the SSD, the passing of the arbitral award therein and for a period of ninety days thereafter.

2. Respondent No.1 Tigaksha Metallics Private Limited (in short 'TMPL')is a company incorporated under the laws of India and engaged in business of manufacturing of packaging of products, on job-work basis.

3. Petitioner is a company registered in Mauritius, a part of Actis Group, a multi-asset emerging market investor, which holds 40.17% of the paid-up equity capital of respondent No.1.

4. Respondent No.3 Super-Max Mauritius (in short 'SMM') is a company incorporated and registered in Mauritius, holding 59.83% of the paid-up equity capital of respondent No.1 and respondent No.2 Rakesh Malhotra (also referred to as 'RM') owns and/or controls respondent No.3.

5. Admittedly, parties are governed by SSD dated November, 4, 2010, wherein amongst other rights, right to nominate Directors on the Board of Directors of each entity, falling within the Group, has been granted and in the SSD and the Articles of Association of respondent No.1, “A” Shareholders means the petitioner and/or its entities; “B” Shareholders means respondent No.3 Super-Max Mauritius, “A” Director means any Director appointed by the ACTIS and “B” Director means any Director appointed by respondent No.2 (RM).

6. Clause 17 of SSD deals with Directors and Shareholders Advisory Board, wherein Clause 17.2 provides for mode and manner of appointment and removal of Directors, whereby respondent No.2 Rakesh Malhotra (RM) on behalf of respondent No.3 (SMM), is entitled to appoint to, and remove from the Board of Directors of TMPL and Board of Directors of any other Group Company (each as SMM Director), and upon removal, to appoint other in their place.

7. Till February, 2018, respondent No.7 Upendra Gupta and respondent No.8 Sanjay Jagtap were Directors of respondent No.1, i.e. “B” Directors of TMPL, appointed by respondent No.3 (SMM) (through Rakesh Malhotra (RM) on behalf of respondent No.3) and respondent No.9 Alan Edward Greenough was Nominee Director of Actis Consumer Grooming Products Ltd., i.e. “A” Director of respondent No.1 TMPL.

8. In February, 2018, respondent No.2 (RM), acting on behalf of respondent No.3 (SMM), had appointed two nominee “B” Directors, namely Rakesh Malhotra (respondent No.2) and Sameer Khan (respondent No.4) and thereafter removed respondent No.7 Upendra Gupta and respondent No.8 Sanjay Jagtap, and appointed two more nominee “B” Directors, namely Subhash Chaudhuri (respondent No.5) and Chanchal Sharma (respondent No.6) in their place and thereafter vide letter dated February 8, 2018, requisition was moved on behalf of respondent No.3 (SMM) for convening Extra Ordinary General Meeting (herein after referred to as EoGM) of respondent No.1 (TMPL) for ratifying the appointment and removal of Directors of respondent No.1 (TMPL) carried on behalf of respondent No.3 (TMM) and also to appoint Executive Chairman of respondent No.1 (TMPL) and to amend Articles of Association of respondent No.1 (TMPL), whereafter a notice dated February 8, 2018 was also issued by newly appoi