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Aveen Kaur Sood vs Anny Lifestyle Private Limited & Ors 48 2026

Synopsis

This judgment rendered by the High Court of Delhi arises out of a petition under Section 9 of the Arbitration and Conciliation Act, 1996, seeking multiple interim measures in the context of a promoter's employment termination and its cascading effect on shareholding rights under a shareholders agreement. The petitioner, a promoter-director, challenged her termination notice and sought interdiction of an extraordinary general meeting convened for her removal, besides restoration of digital access and preservation of her shareholding. The court, while declining to entertain the prayer relating to the EGM on the ground of jurisdictional exclusivity of the National Company Law Tribunal, referred the entire dispute to arbitration by consent of parties and appointed a former judge of this court as the sole arbitrator. Significantly, the court moulded relief by recording the respondent's statement that the termination would take effect only on a future date, thereby creating a window for the arbitrator to consider an application for preservation of shares. The judgment exemplifies the pro-arbitration approach of Indian courts, the demarcation of jurisdictional boundaries between arbitral tribunals and specialized statutory forums, and the willingness of commercial courts to facilitate expeditious resolution by appointing arbitrators even in Section 9 proceedings when parties consent.

Case Analysis: Aveen Kaur Sood v. Anny Lifestyle Private Limited & Ors.

O.M.P.(I) (COMM.) 48/2026

High Court of Delhi at New Delhi (Commercial Appellate Jurisdiction)

1. Proper Heading and Basic Information

Name of the Case: Aveen Kaur Sood v. Anny Lifestyle Private Limited & Ors.

Citation: Not assigned (Delhi High Court, February 10, 2026)

Court: High Court of Delhi at New Delhi

Coram: Hon'ble Mr. Justice Harish Vaidyanathan Shankar

Date of Judgment: February 10, 2026

Bench Strength: Single Judge Bench

Case Number: O.M.P.(I) (COMM.) 48/2026

Associated Applications: I.A. 3476/2026 (Exemption), I.A. 3477/2026 (Permission to file lengthy list of dates)

Nature of Proceeding: Original petition under Section 9 of the Arbitration and Conciliation Act, 1996 seeking interim measures

Judgment Type: Oral judgment disposing of the petition with directions

Arbitration Reference: Hon'ble Ms. Justice Mukta Gupta (Retd.) appointed as Sole Arbitrator

2. Legal Framework

2.1. Substantive and Procedural Laws Involved

Arbitration and Conciliation Act, 1996

Section 9 - Interim measures by court
Section 12(2) - Disclosure by arbitrator of circumstances likely to give justifiable doubts as to independence or impartiality
Section 11 - Appointment of arbitrators (contextual, though not expressly invoked)
Fourth Schedule - Scale of fees for arbitrators

Companies Act, 2013

Section 169 - Removal of directors
Section 114 - Ordinary resolution
Jurisdiction of National Company Law Tribunal in matters relating to company meetings and management

Shareholders Agreement dated June 29, 2025

Clause 4.2.1 - Board composition (maximum three directors, one nominated by lead investor)
Clause 4.2.5 - Cessation of promoter's right to appoint directors upon termination of employment for cause or voluntary resignation without investor's written approval
Clause 6.3.1 - Good leaver situation and reverse vesting of shares
Clause 10.9 - Arbitration clause (referred to but not extracted in judgment)

Employment Agreement

Termination provisions triggering the reverse vesting mechanism under the shareholders agreement

2.2. Subject Matter and Core Legal Controversy

This judgment addresses the following interrelated legal domains:

a) Interim measures in commercial disputes: The scope of Section 9 of the Arbitration Act in protecting the subject matter of arbitration pending reference, particularly in disputes involving corporate control and shareholding.

b) Jurisdictional boundaries: The demarcation between the jurisdiction of civil courts/arbitral tribunals under the Arbitration Act and the exclusive jurisdiction of the National Company Law Tribunal under the Companies Act, 2013, with respect to company meetings and removal of directors.

c) Referral to arbitration: The power of a court hearing a Section 9 petition to refer parties to arbitration and appoint an arbitrator when parties consent, effectively telescoping Section 11 proceedings into Section 9 proceedings.

d) Preservation of shares as subject matter: The availability of interim relief for preservation of shareholding pending arbitration, and the timeline within which such relief must be adjudicated.

e) Reverse vesting mechanisms: The contractual framework governing founder/investor relationships, whereby termination of a promoter's employment triggers mandatory transfer of vested and unvested shares at predetermined valuation.

2.3. Precedential Principles Applied

While the judgment does not expressly cite specific case law, it implicitly applies the following well-settled principles:

On jurisdiction of NCLT vis-à-vis civil courts/arbitral tribunals:

Matters relating to calling, holding, and conducting company meetings, including removal of directors, fall within the exclusive domain of the National Company Law Tribunal under the Companies Act, 2013.
Civil courts and arbitral tribunals lack jurisdiction to interdict company meetings or restrain implementation of resolutions passed thereat.

On referral to arbitration:

Where parties agree to refer their disputes to arbitration, the court may, even in proceedings under Section 9, appoint an arbitrator and refer the matter, obviating the need for a separate Section 11 petition.
The arbitration clause in the underlying contract governs the resolution of disputes, including those arising from termination of related agreements.

On interim protection pending arbitration:

The court under Section 9 possesses wide powers to grant interim measures of protection to preserve the subject matter of the dispute.
Such measures may include directions for status quo, restoration of access to digital resources, and injunctions against alienation of assets.

On institutional restraint:

Courts normally do not interfere with the conduct of arbitration proceedings or dictate timelines to arbitral tribunals. However, in exceptional circumstances involving imminent deadlines, courts may record undertakings and make requests to the arbitrator.

3. Facts of the Case

3.1. Parties and Commercial Arrangement

Petitioner: Ms. Aveen Kaur Sood, a promoter-director of the respondent company, Anny Lifestyle Private Limited.

Respondents: Anny Lifestyle Private Limited (company) and others, including the lead investor.

Governing Contracts:

Shareholders Agreement dated June 29, 2025, governing the rights and obligations of promoters and investors.
Employment Agreement between the petitioner and the company, containing terms of her employment as a promoter.

Shareholding Structure: The petitioner held shares in the company,一 of which were subject to reverse vesting provisions linked to her employment status.

3.2. Genesis of Dispute

Termination Notice: On January 14, 2026, the petitioner received a termination notice purporting to terminate her employment with the respondent company.

Contractual Consequences of Termination: Under Clause 6.3.1 of the Shareholders Agreement, termination of a promoter's employment (other than for death, permanent disability, or without cause, as defined) triggers:

Transfer of 20% of vested shares to the ESOP pool or buyback by the company at a price equal to the lower of face value or minimum permissible price under law.
Unvested shares held by the promoter immediately before the termination date are to be dealt with as per investor's direction (full clause not extracted).

EGM Notice: The company convened an Extraordinary General Meeting scheduled for February 10, 2026 at 1:00 PM, proposing the removal of the petitioner as director by way of ordinary resolution under Sections 169 and 114 of the Companies Act, 2013.

Digital Access Suspension: The petitioner's access to her official email account and participation in WhatsApp groups created for sharing information relating to the company's affairs were allegedly suspended.

3.3. Reliefs Sought in Section 9 Petition

The petitioner approached the High Court of Delhi under Section 9 of the Arbitration and Conciliation Act, 1996, seeking the following interim measures:

a) Restrain the respondents from giving effect to the termination notice dated January 14, 2026, and from taking any further steps pursuant thereto pending arbitral proceedings.

b) Direct the respondents to restore the petitioner's access to her email account and her participation in all WhatsApp groups created for sharing information relating to the affairs of the respondent company.

c) Stay the Extraordinary General Meeting scheduled for February 10, 2026 at 1:00 PM proposing her removal, and/or restrain the respondents from giving effect to any resolution passed thereat.

d) Restrain the company from accepting any further funds and/or raising debt until adjudication of disputes in arbitration.

e) Restrain the company from altering its share capital by issuing fresh equity shares or in any manner diluting the promoter shareholding held by the petitioner.

f) Any other order as deemed fit and proper.

3.4. Proceedings Before the High Court

Prior Order: The court had earlier passed an order on February 9, 2026, the contents of which were incorporated by reference in the present judgment.

Consent for Arbitration: During the hearing, learned senior counsel for respondent no. 1 conveyed no objection to the matter being referred to arbitration under the arbitration clause contained in Clause 10.9 of the Shareholders Agreement.

Statement on Termination Date: Learned senior counsel for respondent no. 1 made a statement that the termination notice would take effect only from April 12, 2026, and consequently, the reverse vesting of shares would also take effect only from that date.

Liberty to File Preservation Application: The petitioner sought and was granted liberty to file an appropriate application for preservation of the subject matter of the disputes, i.e., the shares of the petitioner in the company.

Timeline Undertaking: The petitioner undertook to file such preservation application within one week; the respondent agreed to file a reply within one week thereafter; rejoinder, if any, within three days.

4. Issues Before the Court

While the judgment does not frame issues in a numbered list, the following questions arise from the pleadings and submissions:

4.1. Primary Issues

a) Whether the court hearing a petition under Section 9 of the Arbitration and Conciliation Act, 1996, can refer the parties to arbitration and appoint an arbitrator in the absence of a separate petition under Section 11?

b) Whether the court under Section 9 has jurisdiction to grant interim relief restraining the holding of an extraordinary general meeting of a company or restraining the implementation of resolutions passed thereat, given the existence of specialized statutory forums under the Companies Act, 2013?

c) Whether the petitioner is entitled to interim protection in the nature of restoration of digital access and preservation of shareholding pending referral to arbitration?

4.2. Subsidiary Issues

d) What is the interplay between an employment agreement triggering termination and a shareholders agreement providing for reverse vesting of shares, for purposes of determining the scope of arbitration and interim relief?

e) To what extent can a court under Section 9 dictate timelines to an arbitral tribunal or make requests regarding the expeditious adjudication of specific applications?

f) What is the effect of the respondent's statement regarding the deferred effective date of termination on the urgency of interim relief?

5. Ratio Decidendi

The ratio decidendi of this judgment can be distilled into the following propositions:

5.1. On Referral to Arbitration in Section 9 Proceedings

Held: Where parties to a dispute governed by an arbitration clause are represented before the court in a Section 9 petition and the respondent conveys no objection to the matter being referred to arbitration, the court possesses the power and discretion to refer the parties to arbitration and appoint a sole arbitrator without requiring a separate petition under Section 11 of the Act. Such a course subserves the object of expeditious resolution of commercial disputes and avoids multiplicity of proceedings.

Rationale: The arbitration clause (Clause 10.9 of the Shareholders Agreement) governs the resolution of disputes between the parties. Since the dispute primarily relates to the Employment Agreement and the termination thereof, which triggers certain events under the Shareholders Agreement, and since the respondents are parties to both agreements, referral to arbitration is the appropriate course. The consent of the respondents obviates any contest on arbitrability or jurisdiction.

5.2. On Jurisdiction to Interdict Company Meetings

Held: A court exercising powers under Section 9 of the Arbitration and Conciliation Act, 1996, lacks jurisdiction to grant relief restraining the holding of an extraordinary general meeting of a company or restraining the implementation of resolutions passed thereat. Such matters fall within the exclusive domain of the National Company Law Tribunal under the Companies Act, 2013.

Rationale: The Companies Act, 2013, establishes a specialized statutory framework for the regulation of company affairs, including the calling, holding, and conduct of meetings of members and the removal of directors. The National Company Law Tribunal is the designated forum vested with jurisdiction over such matters. A civil court (including the High Court exercising ordinary original civil jurisdiction or its ancillary powers under special statutes) cannot entertain proceedings seeking relief in respect of company meetings. This jurisdictional bar extends equally to proceedings under the Arbitration Act, which do not confer upon the court powers that it does not otherwise possess under the general law.

5.3. On Preservation of Subject Matter Pending Arbitration

Held: The court under Section 9 has the power to grant interim measures for the preservation of the subject matter of the dispute. Where the subject matter comprises shares in a company, the court may entertain an application seeking directions for preservation of such shares from alienation, dilution, or transfer pending adjudication by the arbitral tribunal. However, such relief must be sought before the appropriate forum; in the present case, the court granted liberty to file such an application before the arbitral tribunal once constituted.

Rationale: Section 9 of the Arbitration Act empowers the court to make orders for the interim preservation of the subject matter of the dispute. Shares being movable property capable of being alienated or transferred, a direction restraining their transfer or dilution pending arbitration is within the court's power. However, where the arbitral tribunal is already appointed or is in the process of being appointed, it is appropriate that the tribunal considers such interim measures in the first instance, particularly when time is of the essence.

5.4. On Recording of Undertakings and Requests to Arbitrator

Held: While courts normally do not interfere with the conduct of arbitration proceedings or issue directions to arbitral tribunals regarding the timeline for adjudication, in exceptional circumstances where time is of the essence and a specific deadline (such as the effective date of termination) is imminent, the court may record undertakings of the parties and make a request to the arbitrator to take up and adjudicate the preservation application prior to such deadline.

Rationale: This approach balances the principle of party autonomy and arbitral independence with the need to ensure that interim relief, if granted, is not rendered infructuous by the passage of time. A request, as opposed to a direction, respects the arbitrator's procedural autonomy while addressing the urgency expressed by the petitioner.

6. Legal Framework: Established Principles and Judicial Approach

This judgment does not establish new legal principles but authoritatively applies and clarifies the existing framework governing the intersection of arbitration law, company law, and commercial interim relief. The following aspects merit specific attention:

6.1. The Pro-Arbitration Ethos of Indian Commercial Courts

The judgment exemplifies the pro-arbitration approach mandated by the Arbitration and Conciliation Act, 1996, as amended by the 2015 and 2019 Amendment Acts. The court, rather than insisting on a separate Section 11 petition, seized the opportunity presented by the respondent's consent to refer the matter immediately to arbitration. This approach:

Avoids multiplicity of proceedings
Conserves judicial resources
Accelerates the constitution of the arbitral tribunal
Reflects the legislative policy of minimizing court intervention in arbitral processes

6.2. Demarcation of Jurisdictional Boundaries

The judgment draws a clear jurisdictional line between:

Disputes arising from contractual relationships between shareholders/promoters/investors (governed by the arbitration clause, justiciable before civil courts/arbitral tribunals)
Disputes concerning the statutory governance of companies, including meetings of members and removal of directors (exclusively within the jurisdiction of NCLT)

This demarcation is crucial in corporate arbitration jurisprudence. The court correctly held that merely because a dispute has commercial implications or arises in the context of a shareholders agreement, it does not vest the arbitral tribunal or the civil court with jurisdiction over matters expressly assigned by statute to a specialized tribunal.

6.3. Interim Measures in Shareholder Disputes

The judgment recognizes that shares are legitimate subject matter for interim protection under Section 9. By granting liberty to file a preservation application and requesting the arbitrator to adjudicate it before the termination effective date, the court acknowledged:

The potential for irreparable harm if shares are transferred or diluted pending arbitration
The adequacy of monetary compensation may not be a complete remedy in disputes involving founder shareholding and control
The need for time-bound adjudication of interim relief in commercial disputes

6.4. Deference to Arbitral Autonomy

The court's careful distinction between a "request" and a "direction" to the arbitrator reflects judicial deference to arbitral autonomy. By stating that it "normally does not interfere with the manner in which the arbitration proceedings themselves should be conducted" and framing its observation as a request, the court:

Respected the arbitrator's procedural independence
Avoided any perception of judicial overreach
Maintained the delicate balance between court assistance and court intervention

6.5. Significance of the Respondent's Statement on Termination Date

The respondent's statement that the termination notice would take effect only from April 12, 2026, and that reverse vesting would occur only from that date, operated as a binding undertaking. This statement:

Created a window of approximately two months for the arbitrator to consider the preservation application
Mooted, for the time being, the urgency pleaded by the petitioner
Enabled the court to dispose of the Section 9 petition without granting ad-interim relief
Demonstrates the effectiveness of counsel's statements as a tool for case management

7. Examination and Analysis by the Court

7.1. Analysis of the Prayer for Referral to Arbitration

Court's approach: The court examined the nature of the dispute and its relationship to the arbitration clause. It noted that:

The termination notice is relatable to the Shareholders Agreement
The Shareholders Agreement contains an arbitration clause (Clause 10.9)
The respondents are parties to the Shareholders Agreement and the Employment Agreement
Learned senior counsel for respondent no. 1 conveyed no objection to referral

Conclusion: The court found it appropriate to refer the entire matter to arbitration and appointed a former judge as sole arbitrator.

Significance: This analysis reflects the court's proactive role in facilitating arbitration. The court did not confine itself to the narrow question of whether interim relief should be granted; it looked at the larger objective of resolving the entire dispute through arbitration. This holistic approach is consistent with the legislative intent behind the Arbitration Act.

7.2. Analysis of the Prayer for Interdiction of EGM

Court's approach: The court considered the objection raised by the respondent that matters relating to company meetings are within the exclusive jurisdiction of NCLT. The court:

Accepted the objection as sound
Held that it cannot grant the direction sought
Rejected Prayer C

Conclusion: The court lacked jurisdiction to interdict the EGM or restrain implementation of resolutions passed thereat.

Significance: This analysis demonstrates the court's adherence to the principle of jurisdictional exclusivity. Even though the EGM was convened to remove the petitioner as director—an event directly connected to the underlying commercial dispute—the court refused to entertain the prayer, recognizing that jurisdiction is not a matter of convenience but of statutory allocation. This is a correct application of the doctrine of election of remedies and the principle that special statutes override general statutes.

7.3. Analysis of the Prayer for Preservation of Shares

Court's approach: The court considered the petitioner's request for liberty to file an application for preservation of shares. The court:

Recognized that shares constitute the subject matter of the dispute
Granted liberty to file an appropriate application
Set a timeline for pleadings
Requested the arbitrator to adjudicate the application prior to April 12, 2026

Conclusion: The court facilitated the preservation application while ensuring it is adjudicated by the arbitral tribunal rather than by the court.

Significance: This analysis reflects the court's preference for arbitral tribunals to decide their own interim measures once constituted. It also demonstrates sensitivity to the timeline constraints imposed by the respondent's statement regarding the effective date of termination.

7.4. Analysis of Other Prayers

Prayers D and E (restraining fund-raising and alteration of share capital): The court did not expressly adjudicate these prayers. However, by granting liberty to file a preservation application covering the shares of the petitioner, the court implicitly recognized that such reliefs may be sought before the arbitrator. The court's silence on these prayers, coupled with its direction that all rights and contentions are kept open, indicates that these matters are relegated to arbitration.

Prayer B (restoration of email and WhatsApp access): The court did not specifically address this prayer. However, the general direction that all rights and contentions are kept open, to be decided by the arbitrator, suggests that this relief also falls within the ambit of the arbitral reference.

8. Critical Analysis of the Judgment

8.1. Strengths of the Judgment

a) Procedural efficiency: The judgment exemplifies commendable judicial efficiency. By referring the matter to arbitration and appointing an arbitrator in the Section 9 proceeding itself, the court saved considerable time and expense that would have been incurred in a separate Section 11 petition. This approach should be emulated in all cases where parties consent to arbitration.

b) Clear jurisdictional demarcation: The court's unequivocal rejection of Prayer C on the ground of NCLT's exclusive jurisdiction is legally impeccable. It prevents the potential conflict of jurisdiction that would arise if arbitral tribunals or civil courts began entertaining matters statutorily assigned to specialized tribunals. This clarity is essential for the orderly administration of justice.

c) Respect for arbitral autonomy: By framing its direction regarding the preservation application as a "request" rather than a mandate, the court demonstrated sophisticated understanding of the arbitral process. Arbitrators are not subordinate courts; they are autonomous adjudicators. The court's language appropriately respected this position.

d) Balancing urgency with procedural propriety: The court recognized the urgency arising from the April 12, 2026 deadline but did not allow urgency to justify jurisdictional overreach. Instead, it created a procedural mechanism—recording the respondent's statement, granting liberty to file an application, setting timelines, and requesting expeditious adjudication—that addresses the urgency without compromising jurisdictional boundaries.

e) Protection of party autonomy: By referring the matter to arbitration based on the respondent's no objection, the court gave effect to the parties' contractual choice of dispute resolution mechanism. This reinforces the sanctity of arbitration clauses and the principle of kompetenz-kompetenz.

8.2. Potential Limitations and Questions

a) Lack of reasoning on Section 9 threshold requirements: The judgment does not discuss whether the petitioner satisfied the threshold requirements for grant of interim relief under Section 9—namely, prima facie case, balance of convenience, and irreparable injury. While the court ultimately did not grant substantive interim relief, the absence of any discussion on these parameters leaves open the question whether the petition was maintainable in the first instance.

b) Ambiguity regarding the fate of other prayers: The judgment disposes of the petition without specifically addressing Prayers B, D, and E. While the general direction that all rights and contentions are kept open implies that these prayers are relegated to arbitration, the court could have explicitly stated that these reliefs, to the extent they are not barred by NCLT jurisdiction, may be pursued before the arbitrator. This ambiguity may lead to further litigation.

c) No discussion on the maintainability of Section 9 petition post-reference: The judgment does not clarify whether the Section 9 petition survives the referral to arbitration or stands disposed of in its entirety. While the operative order states that the petition "stands disposed of," it is unclear whether the court intended to close the proceeding entirely or merely adjourn it pending arbitration. This lack of clarity may create procedural complications if the petitioner needs to approach the court again for coercive orders.

d) Limited analysis of the reverse vesting mechanism: The judgment extracts Clause 6.3.1 of the Shareholders Agreement but does not analyze its implications for the petitioner's rights. In particular, the distinction between "good leaver" and "bad leaver" situations, the valuation methodology for share transfer, and the impact on the petitioner's promoter status are not examined. While such analysis is properly the domain of the arbitrator, a brief discussion would have contextualized the interim relief sought.

e) No reference to the arbitration clause: The judgment mentions that the arbitration clause is provided in Clause 10.9 but does not extract its text. This omission makes it difficult to assess the scope of the arbitral reference—whether it covers all disputes arising from or in connection with the Shareholders Agreement and the Employment Agreement, or is limited in any manner.

f) Potential for conflict with Section 11 of the Act: While the court's appointment of an arbitrator with consent is unobjectionable, the judgment does not explicitly state that the appointment is under Section 11(6) of the Act or under the court's inherent powers. A clearer legal basis for the appointment would strengthen the judgment.

8.3. Comparative Analysis with Other Jurisdictions

The approach of the Delhi High Court aligns with the pro-arbitration stance of leading commercial jurisdictions such as Singapore and England. In particular:

Singapore: The Singapore International Arbitration Centre (SIAC) Rules and the Singapore High Court encourage the constitution of arbitral tribunals at the earliest possible stage. The practice of referring parties to arbitration from interim relief proceedings is well-established.

England: Section 44 of the English Arbitration Act, 1996, confers powers on the court to grant interim relief in support of arbitration. English courts frequently grant such relief and, where appropriate, facilitate the expeditious appointment of arbitrators.

India: This judgment represents a maturing of Indian arbitration jurisprudence, moving away from technical procedural hurdles towards substantive dispute resolution.

8.4. Policy Implications

For arbitration practitioners: The judgment provides a clear roadmap for obtaining the appointment of an arbitrator in Section 9 proceedings when the respondent offers no objection. Counsel should routinely explore this option to expedite the constitution of the tribunal.

For corporate litigators: The judgment reinforces the strategic importance of obtaining statements from opposing counsel regarding effective dates and undertakings. Such statements can defuse urgency and provide breathing room for adjudication of interim relief.

For arbitrators: The court's request to adjudicate the preservation application before April 12, 2026, signals that arbitrators are expected to be sensitive to commercial timelines and to dispose of urgent interim applications expeditiously.

For drafters of shareholders agreements: The judgment highlights the importance of clear arbitration clauses that expressly cover disputes arising from related agreements (such as employment agreements) and that provide for interim relief mechanisms.

For the legislature: The recurring issue of jurisdictional overlap between arbitral tribunals and NCLT may warrant legislative clarification. A clear statutory demarcation would prevent future litigation on this question.

9. Final Outcome and Conclusion

9.1. Operative Order

Referral to arbitration: The court referred the parties to arbitration and appointed Hon'ble Ms. Justice Mukta Gupta (Retd.) as the sole arbitrator to resolve the disputes between the parties.

Disclosures: The learned sole arbitrator shall furnish to the parties the requisite disclosures under Section 12(2) of the Arbitration Act within one week of entering the reference.

Arbitrator's fees: The learned sole arbitrator shall be entitled to fees in accordance with the Fourth Schedule of the Act or as may otherwise be agreed between the parties and the arbitrator.

Costs: The parties shall share the arbitrator's fee and arbitral costs equally.

Jurisdictional rejection: Prayer C seeking interdiction of the EGM and restraint on implementation of resolutions passed thereat was rejected for want of jurisdiction, NCLT being the appropriate forum.

Liberty to file preservation application: The petitioner was granted liberty to file an application for preservation of her shares in the company.

Timeline for pleadings:

Petitioner to file preservation application within one week
Respondent to file reply within one week thereafter
Rejoinder, if any, within three days thereafter

Request to arbitrator: The court requested the learned arbitrator to take up and adjudicate the preservation application prior to April 12, 2026.

Statement recorded: The respondent's statement that the termination notice would take effect only from April 12, 2026, and that reverse vesting of shares would also take effect only from that date, was recorded.

Reservation of rights: All rights and contentions of the parties were kept open to be decided by the learned sole arbitrator on their merits, in accordance with law. The court expressed no opinion on the merits of the controversy.

Disposal: The petition along with pending applications stood disposed of.

9.2. Summary of Findings

Core QuestionCourt's FindingWhether court under Section 9 can refer parties to arbitration and appoint arbitratorYes, with consent of parties; such course is efficient and avoids multiplicityWhether court under Section 9 has jurisdiction to interdict company meetings/EGMNo; such matters fall within exclusive jurisdiction of NCLT under Companies Act, 2013Whether petitioner entitled to interim preservation of sharesLiberty granted to file application before arbitrator; court requested expeditious adjudicationEffect of respondent's statement on termination dateTermination and reverse vesting effective from 12.04.2026; urgency mitigated, window created for arbitrator to actWhether court can direct arbitrator to adjudicate within timelineCourt cannot direct; can only request, respecting arbitral autonomyFate of other prayers (restoration of access, restraint on fund-raising, alteration of share capital)All rights and contentions kept open; to be decided by arbitrator

9.3. Legal Principles Reaffirmed

Consent-based referral to arbitration: A court hearing a Section 9 petition may, with consent of parties, refer the dispute to arbitration and appoint an arbitrator without a separate Section 11 petition.
Jurisdictional exclusivity of NCLT: Matters relating to calling, holding, and conduct of company meetings, including removal of directors, are within the exclusive jurisdiction of the National Company Law Tribunal; civil courts and arbitral tribunals lack jurisdiction to grant relief in such matters.
Shares as subject matter for interim protection: Shares in a company constitute "subject matter of the dispute" for purposes of Section 9 of the Arbitration Act and are capable of being preserved by interim measures.
Arbitral autonomy: Courts will not direct arbitral tribunals as to how they should conduct proceedings or timelines they must follow; however, courts may make requests in the interests of justice and expeditious resolution.
Statements of counsel as binding undertakings: Statements made by learned senior counsel on instructions regarding effective dates of termination and reverse vesting operate as binding undertakings and can be relied upon by courts to mould relief.

10. Concluding Observations

This judgment is a model of efficient case management in commercial litigation. It demonstrates how a court, without abdicating its judicial function, can facilitate the expeditious resolution of disputes by:

Respecting the parties' choice of arbitration
Avoiding technical procedural hurdles
Clearly demarcating jurisdictional boundaries
Creating procedural space for urgent interim relief
Preserving the autonomy of the arbitral process

The judgment also highlights the continuing evolution of Indian arbitration jurisprudence towards a more pragmatic, dispute-resolution-oriented approach. The days of rigid compartmentalization between Section 9, Section 11, and arbitral proceedings are giving way to a more fluid and cooperative model where courts and arbitral tribunals work in tandem to deliver commercial justice.

For the parties, the path ahead is clear: the arbitrator must now take charge of the proceedings, adjudicate the preservation application before April 12, 2026, and thereafter proceed to resolve the underlying disputes on their merits. The court has provided them with a constituted tribunal, a clear timeline, and a record of the respondent's binding statement regarding the effective date of termination. It is now for the arbitrator to navigate the contractual provisions, weigh the equities, and craft appropriate interim and final relief.

The judgment also carries an important lesson for commercial litigants: statements made before court are not mere advocacy; they are solemn undertakings that bind the parties and shape the trajectory of litigation. The respondent's statement regarding the deferred effective date of termination was a strategic decision that, while providing breathing room for the petitioner, also demonstrated the respondent's bona fides and may have influenced the court's overall approach.

In the ultimate analysis, this judgment is a testament to the maturity of Indian commercial courts and their commitment to the resolution of disputes rather than their perpetuation. It exemplifies the spirit of the Arbitration and Conciliation Act, 1996, and the broader legislative policy of minimizing judicial intervention while maximizing judicial facilitation of arbitral processes. It deserves study by arbitration practitioners, corporate litigators, and students of commercial law alike.