$~J * IN THE HIGH COURT OF DELHI AT NEW DELHI Judgment reserved on: 09.05.2025 Judgment pronounced on: 28.07.2025 + ARB. A. (COMM.) 5/2025, I.A. 1730/2025 & I.A. 1731/2025 PAUL DEEPAK RAJARATNAM & ORS. .....Appellants Through: Mr. Vivek Kohli, Sr. Adv.

with Mr. S. Santanam Swaminadhan, Mr. Anindit Mandal, Mr. Kartik Malhotra, Ms. Vasudha Chadha, Advs.

versus SURGEPORT LOGISTICS PRIVATE LIMITED & ANR.

.....Respondents Through: Ms. Rimali Batra, Mr.

Abhishek Lalwani, Mr. K.

Kumar, Advs.

CORAM:

HON’BLE MR. JUSTICE JASMEET SINGH

J U D G M E N T

FACTUAL MATRIX ............................................................................ 3 SUBMISSIONS ON BEHALF OF THE APPELLANTS ................ 11 SUBMISSIONS ON BEHALF OF THE RESPONDENTS ............ 14 ANALYSIS AND FINDINGS ............................................................ 21 Scope of Interference under Section 37(2)(b) of the Act. .................. 21 Ambit of Section 17 of the Act. ........................................................... 25 Whether the Shareholders’ Agreement was Validly Terminated. ..... 27 A. Conduct of the Appellants Inconsistent with Termination. ....... 31 B. Separation from Management ≠ Termination of Contractual Obligations. .......................................................................................... 36 Non-Applicability of Section 27 of the Indian Contract Act, 1882. .. 39 The Impugned Interim Award Satisfies the Triple Test of Granting an Interim Relief. ...................................................................................... 43 A. Prima Facie Case Exists. ............................................................. 46 B. Irreparable Injury Exists. ............................................................ 48 C. Balance of Convenience in Favour of the Respondents. ........... 52 CONCLUSION ................................................................................... 53

1. This is an appeal filed under Section 37(2)(b) of the Arbitration and Conciliation Act, 1996 (for brevity “the Act”) challenging the order dated 16.12.2024 (for brevity “the impugned interim award”) passed by the learned arbitrator under Section 17 of the Act in the arbitration matter titled as “Surgeport Logistics Private Limited & Anr. v. Paul Deepak Rajaratnam &Anr.”.

FACTUAL MATRIX

2. The brief facts of the case as per the appellants are that the appellants No. 1 and No. 2 are seasoned professionals with approximately 25 years of experience in the logistics and freight forwarding industry. Appellant No. 1, an Indian citizen, was a former Director and minority shareholder of respondent No. 1, holding a 12% equity stake under the Shareholders’ Agreement dated 28.04.2018 (for brevity “the SHA”), until his termination via a notice dated 25.07.2023. Similarly, appellant No. 2, a Sri Lankan citizen, was also a Director and minority shareholder of respondent No. 1 with a 12% equity share and was terminated by the same notice.

3. Appellant No. 3 is a partnership firm incorporated on 18.07.2018, engaged in various logistics services, such as shipping, freight forwarding, warehousing, packaging, distribution, national and international transportation, container freight station operations, customs clearance, supply chain management related services. The firm was formed by appellants No. 1 and No. 2 with the full knowledge and consent of the respondents to support the business expansion of respondent No. 1.

4. Respondent No. 1 is a joint venture company incorporated in 2017 by respondent No. 2 under the guidance of its Director, Mr. Yashpal Sharma. Mr. Yashpal Sharma has been central to the operations of the respondents and the relationship between the parties was fundamentally rooted in the trust and confidence the appellants placed in him.

5. In 2017, Mr. Yashpal Sharma approached appellants No. 1 and 2 to form a joint venture. He assured them that respondent No. 2 would provide financial and operational support, while the appellant No. 1 and 2 would hand