Plaintiff must be allowed to pursue NCLT claims on oppression as these disputes are non-arbitrable under Indian law, emphasizing the right to access justice.

JUDGEMENT :

. The present suit is in the nature of an anti-enforcement action, whereby the plaintiff is seeking an injunction to restrain the defendants from enforcing an anti-suit permanent injunction order passed by the High Court of Singapore. By the said order, the High Court of Singapore has restrained the plaintiff from proceeding with his petition filed against the defendants before the National Company Law Tribunal (NCLT), Mumbai, raising disputes pertaining to oppression and mismanagement. In that context, the plaintiff is seeking a declaration that the NCLT is the only appropriate and competent forum to decide the disputes and grievances raised by the plaintiff, pertaining to oppression and mismanagement against the defendants.

2. The plaintiff has filed the instant interim application in the suit, seeking interim reliefs in aid of the final reliefs sought in the suit. It is the case of the plaintiff that since disputes pertaining to oppression and mismanagement under Indian law are non-arbitrable, it would be futile for him to raise the same in an arbitration proceeding initiated by defendant no.2 at Singapore, particularly because an award passed in pursuance of such arbitral proceeding would not be enforceable in India. It is claimed that, in this backdrop, unless a temporary injunction order restraining the defendants from enforcing the anti-suit permanent injunction order is granted, the plaintiff will not be able to enforce the only remedy available to him in law, thereby rendering him remediless. It is submitted that since the final stage of the arbitration proceeding is to begin in the third week of September, 2023, there is grave urgency in the matter. The learned senior counsel appearing for the rival parties made elaborate submissions in the matter. But, before adverting to the same, it would be appropriate to refer to the chronology of events leading up to filing of the present suit and interim application.

CHRONOLOGY OF EVENTS

3. On 10.02.2006, a Shareholders Agreement (SHA) along with certain supplementary agreements were executed between the plaintiff, defendant No.1 company, defendant No.2 and defendant Nos.4 and 5. Defendant No.2 subscribed to 44.38% of the total share capital of defendant No.1 company on a fully diluted basis. It is this SHA, which has become a bone of contention between the parties. The plaintiff places his interpretation on the SHA to claim that the disputes being raised by him give rise to questions of oppression and mismanagement.

The defendants interpret the SHA to contend that the disputes between the parties pertain to contractual obligations.

4. Disputes and differences arose between the plaintiff and defendant No.2 in the year 2019, with the plaintiff before this Court alleging that the acts of defendant No.2 amounted to harassment, oppression and mismanagement and that defendant Nos.3 and 4 aided defendant No.2 in committing such acts in respect of defendant No.1 company, in the backdrop of the SHA. During the course of such disputes, between 10.12.2020 and June 2021, defendant No.2 exercised buy-back option, calling upon defendant No.1 to convert preference shares held by defendant No.2 into equity shares and to buy-back the resultant equity shares within a period of 180 days after valuation exercise was carried out. According to defendant No.2, such option was exercised as per agreed terms under the SHA. In this regard, the plaintiff has his own version of the actions undertaken by defendant No.2 in collusion with defendant Nos.3 and 4 and that the said defendants took various steps to see to it that defendant No.1 company was not able to offer the buy-back price.

5. On 05.02.2021, 1000 shares of defendant No.1 company were transferred by defendant No.4 to defendant No.5, who had already exited from defendant No.1 company in the year 2014. On 24.02.2021, defendant No.2 made a requisition along with defendant Nos.4 and 5 as shareholders of defendant No.1 company to convene an Ex