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TMI Blog2023 (9) TMI 1072X X X X Extracts X X X X X X X X Extracts X X X X ..... se being made out for grant of an antienforcement order. In such a case, the plaintiff is also required to satisfy a high threshold of the three-pronged test. The Delhi High Court, in the case of Interdigital Technology Corporation Vs. Xiaomi Corporation and others [ 2021 (5) TMI 1072 - DELHI HIGH COURT] had an occasion to consider factors that would be relevant when a court is called upon to issue an anti-enforcement injunction, as in the present case. The Delhi High Court held that certain principles could be kept in mind while issuing or refusing anti-suit injunctions or anti-enforcement injunctions - The Delhi High Court, in the said judgment, before identifying the aforementioned general principles, has made an observation, with which this Court agrees, that when the ends of justice are predominant, there can never be any hard and fast rule or guidelines cast in iron. Hence, each individual case has to be dealt with on its own facts and circumstances, while applying principles that have been developed by Courts of law over a period of time, dealing with similar or identical situations. It is settled law that if the plaintiff fails to make out a prima facie case, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ile the arbitration at Singapore would continue and the award that may be rendered therein would be unenforceable in India. Therefore, on the aspect of grave and irreparable loss also, the plaintiff has made out a case in his favour. As regards balance of convenience, this Court finds that if the temporary injunction sought by the plaintiff is not granted, the plaintiff shall stand restrained from pursuing the only remedy available to him as regards the disputes of oppression and mismanagement, while if such temporary injunction is granted, the plaintiff would be able to pursue such a remedy - It is not as if the defendants would not be able to assert their claim before the NCLT that the petition filed by the plaintiff is a dressed-up petition and that the disputes raised therein are not genuine oppression and mismanagement disputes, instead being disputes purely contractual in nature. Hence, the balance of convenience is also in favour of the plaintiff. This Court finds that temporary injunction restraining enforcement of the anti-suit permanent injunction order needs to be granted in favour of the plaintiff - the interim application is disposed of. - MANISH PITALE, J. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is petition despite making efforts in that regard. It is further claimed that, as a consequence of the same, the petition could not be listed for urgent ad-interim reliefs before the NCLT, although the plaintiff served a copy of the petition in advance on the defendants. 7. On 15.03.2021, the plaintiff was served with Summons No. 242 of 2021, filed by defendant No. 2 against the plaintiff in the High Court of Singapore and an Ex-parte Summons for Injunction No. 1183 of 2021, also filed by defendant No. 2 before the very same Court. In the said proceedings before the High Court of Singapore, defendant No. 2 claimed that the disputes raised in the petition filed by the plaintiff before the NCLT were merely contractual disputes, which were arbitrable and in the light of a specific arbitration clause in the SHA, wherein the seat of arbitration is specified as Singapore, all questions, including the question of arbitrability of the disputes ought to be decided as per Singapore law. In this backdrop, defendant No. 2 sought an anti-suit injunction to restrain the plaintiff from prosecuting his petition filed before the NCLT. 8. The plaintiff claims that he was served with a notice o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lso defendant Nos. 4 and 5. The plaintiff filed Interim Application No. 569 of 2021 in the present suit on 14.10.2021 seeking urgent ad-interim reliefs to allow the plaintiff to pursue his petition before the NCLT to seek reliefs in relation to the drag-along notice and alternatively, sought an order to temporarily restrain the defendants from acting in furtherance of the drag-along notice. 14. But, during the pendency of the said application, the time to accept compliance with the drag-along notice expired on 23.10.2021 and the High Court of Singapore on 26.10.2021, passed its order confirming the anti-suit temporary injunction order granted earlier. In view thereof, the plaintiff did not press for reliefs in Interim Application No. 569 of 2021. 15. On 15.11.2021, the plaintiff filed an appeal against the said order of the High Court of Singapore before the Court of Appeal at Singapore. During the pendency of the challenge, this Court passed the aforementioned order dated 22.11.2021, granting ad-interim relief directing defendant No. 2 to adjourn the EOGM until the present application was heard and decided. 16. Defendant No. 2 filed an appeal against the aforesaid order d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filed an application before this Court to bring on record the order of the Court of Appeal at Singapore and sought suitable modification of the reliefs. The said application was allowed and the plaintiff was permitted to carry out amendments. 21. On 04.04.2023, the arbitral tribunal passed order on the prehearing application filed by the plaintiff and by a partial award, the arbitral tribunal held that it had jurisdiction to hear and determine the disputes raised by defendant No. 2 in the arbitral proceedings. It is relevant to note that although the aforesaid pre-hearing application of the plaintiff was dismissed, but this was without prejudice to his rights to raise objections on jurisdiction at the final hearing in the arbitral proceedings after seeking prior leave of the tribunal. 22. On 17.04.2023, the Division Bench of this Court dismissed the appeal filed by defendant No. 2 challenging the interim order dated 22.11.2021, passed by the learned Single Judge of this Court and the Division Bench set down the present interim application for hearing. It is in this backdrop that the present application came up for hearing before this Court. It was heard on various dates and l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y forum for deciding questions pertaining to oppression and mismanagement, reliance was placed on judgements of this Court in the case of Rakesh Malhotra Vs. Rajinder Kumar Malhotra, 2014 SCC OnLine Bom 1146; Invesco Developing Markets Fund Vs. Zee Entertainment Enterprises Limited, 2022 SCC OnLine Bom 630 and judgement of the Delhi High Court in the case of O.P. Gupta Vs. M/s. Shiv General Finance (P) Ltd., 1975 SCC OnLine Del 147. C. After emphasizing on the NCLT having exclusive jurisdiction to decide disputes pertaining to oppression and mismanagement, learned counsel appearing for the plaintiff submitted that as per the law in India and recognized public policy, disputes pertaining to oppression and mismanagement are not arbitrable. In support of the said proposition, the learned counsel relied upon judgement of this Court in the case of Rakesh Malhotra Vs. Rajinder Kumar Malhotra (supra) and judgements of the Supreme Court in the case of Vidya Drolia Vs. Durga Trading Corporation, (2021) 2 SCC 1 and N. N. Global Mercantile Private Limited Vs. Indo Unique Flame Limited, (2021) 4 SCC 379. It was submitted that although in the said judgement in the case of N. N. Global ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s to justice and competent courts / authorities for ventilating his grievances, in this case, pertaining to oppression and mismanagement before the NCLT. As the disputes pertaining to oppression and mismanagement being raised by the plaintiff, are clearly non-arbitrable as per the law recognized in India, therefore, even if the arbitral proceedings initiated at Singapore were to reach completion and an award was to be rendered, the plaintiff would not be able to enforce the same. In this regard, reliance was placed on the judgement of the Supreme Court in the case of Renusagar Power Co. Ltd. Vs. General Electric Co., 1994 Supp (1) SCC 644 and Vijay Karia Vs. Prysmian Cavi E Sistemi SRL, (2020) 11 SCC 1. F. It was further submitted that the question as to whether the NCLT had jurisdiction to decide the disputes being raised by the plaintiff in the said petition, concerning oppression and mismanagement, including the question as to whether the petition was a dressed-up petition is also within the exclusive jurisdiction of the NCLT. It was submitted that neither this Court nor could the Courts at Singapore decide the said question of jurisdiction of the NCLT, because the powe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the plaintiff, the examination of even a prima facie case being made out by the plaintiff on the aspect of oppression and mismanagement must be left to the NCLT, having exclusive jurisdiction in the matter. In this backdrop, learned senior counsel for the plaintiff submitted that the plaintiff was not required to labour upon the details of its contentions pertaining to the petition filed in the NCLT, but since the defendants had vehemently argued that the petition, even on a first look, could not be said to be a petition concerning disputes of oppression and mismanagement, certain submissions were required to be made on behalf of the plaintiff in that regard. I. In this context, learned senior counsel for the plaintiff referred to the petition filed before the NCLT, to deal with the allegations made against the plaintiff that certain key words from the relevant provisions of the Companies Act, 2013 and observations made in judgements of courts in that regard were used as incantations or mantras. He submitted that the plaintiff has elaborately pleaded his case pertaining to oppression and mismanagement. In that regard, reference was made to judgement of the Supreme Court in t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cation under Section 45 of the Arbitration Act before the NCLT, it could be disposed of in 10-12 months. L. It was submitted that the aforementioned contentions clearly demonstrate that the plaintiff has made out a strong prima facie case in his favour for grant of anti-enforcement injunction. In the absence of the present application being allowed, the anti-suit injunction granted by the High Court of Singapore would operate, thereby restraining the plaintiff from availing of the only remedy available before the NCLT as regards the disputes pertaining to oppression and mismanagement, effectively rendering the plaintiff remediless. It was submitted that unless the present application is allowed, the plaintiff would suffer grave and irreparable loss, because even if he were to raise disputes pertaining to oppression and mismanagement in the arbitration proceedings, an arbitral award rendered pursuant thereto would be clearly un-enforceable in India. On this basis, it was submitted that the balance of convenience also is in favour of the plaintiff and hence, the present application deserves to be allowed in the interest of justice. 24. On the other hand, Mr. Janak Dwarkadas, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... half of the plaintiff, no such attempt was made, obviously because even a cursory look at the petition filed before the NCLT would demonstrate that it was a dressed-up petition, which deserves to be thrown out at the threshold. C. In that context, the learned senior counsel appearing for defendant No. 2 specifically referred to Sections 241 and 242 of the Companies Act, 2013 and the concept of just and equitable grounds for winding up, placing reliance upon judgement of the Supreme Court in the case of Tata Consultancy Services Limited Vs. Cyrus Investments Private Limited, (2021) 9 SCC 449 as also judgement of the House of Lords in Ebrahimi Vs. Westbourne Galleries Limited, (1973) AC 360 . Reference was also made to the judgement of the Supreme Court in the case of Hind Overseas Private Limited Vs. Raghunath Prasad Jhunjhunwalla, (1976) 3 SCC 259 to emphasize that the position of law recognized in the case of Ebrahimi Vs. Westbourne Galleries Limited (supra) was accepted and adopted by the Supreme Court of India. D. The learned senior counsel appearing for defendant No. 2 invited attention of this Court to the tests laid down in various judgements with regard to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the case of Bhatia Co-operative Housing Society Limited Vs. D. C. Patel (supra) was misplaced, simply for the reason that in the present case, the plaintiff is seeking to demonstrate that NCLT is the only forum for the plaintiff to ventilate his grievance regarding oppression and mismanagement and therefore, the plaintiff must establish his case before this Court at least prima facie, to seek an anti-enforcement injunction against the anti-suit injunction obtained by the defendants from the competent courts at Singapore. G. The learned senior counsel for defendant No. 2 also referred to the judgement of this Court in the case of Rakesh Malhotra Vs. Rajinder Kumar Malhotra (supra) and sought to demonstrate that the ratio of the said judgement, in fact, inures to the benefit of the defendants. Much emphasis was placed on an observation made therein that the judgement of the Court in UK was binding on the Company Law Board (CLB) and by that logic, in the present case, on the NCLT. In that light, it was submitted that the orders passed by the Courts at Singapore were after opportunity of hearing being granted to the plaintiff and therefore, effect of such orders could not be lig ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Each judgement was referred to and submissions were made, to indicate that the plaintiff could not take benefit of the said judgements and instead the material on record was sufficient to demonstrate that the petition filed before the NCLT was nothing but a ruse to avoid the arbitration proceedings validly instituted in the agreed seat of arbitration i.e. Singapore. B. It was further submitted that the Courts at Singapore had taken into consideration each and every contention raised on behalf of the plaintiff and upon cogent reasoning, it was held that the arbitration proceedings could not be avoided by emphasizing on the petition filed before the NCLT. It was submitted that when the plaintiff, in the present suit, is seeking a declaration that NCLT is the only appropriate and competent forum to decide the disputes pertaining to oppression and mismanagement, until this Court reaches such a conclusion upon trial, no case is made out for resisting enforcement of the anti-suit injunction granted by the Courts at Singapore. C. The learned senior counsel appearing for defendant No. 3 had sought leave from this Court to place further written submissions on record, in order to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... loss being suffered in the absence of such temporary injunction and balance of convenience? (ii) Whether examination of prima facie case of the plaintiff in the factual background of the present case, requires this Court to consider the strength of the case of the plaintiff as regards allegations pertaining to oppression and mismanagement raised in the petition filed before the NCLT? (iii) Whether the aspect of prima facie case would entail only the examination of the factors highlighted on behalf of the plaintiff i.e. the NCLT being the only forum for the plaintiff to ventilate his grievances regarding oppression and mismanagement and in the absence of a temporary antienforcement order being granted, he would be rendered remediless? (iv) In that context, whether the factor pertaining to nonarbitrability of disputes pertaining to oppression and mismanagement, as per settled law in India, assumes significance while determining the question of prima facie case to be made out by the plaintiff? (v) Whether the said aspect of non-arbitrability of disputes pertaining to oppression and mismanagement can be considered to be a matter of public policy of India, indicating ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e, the same concept ought to apply. Question (i) is answered accordingly. 29. This Court is conscious of the position of law and the principles laid down in the said judgment, in the case of Modi Entertainment Network and another Vs. W. S. G. Cricket PTE Limited (supra), particularly when parties have agreed to submit to a foreign Court or forum for resolution of disputes. In such circumstances, as in the present case, the plaintiff seeking to restrain proceedings before such chosen foreign Court or forum, has to make out an exceptional case to satisfy the test of a strong prima facie case being made out for grant of an antienforcement order. In such a case, the plaintiff is also required to satisfy a high threshold of the three-pronged test. 30. The Delhi High Court, in the case of Interdigital Technology Corporation Vs. Xiaomi Corporation and others (supra), had an occasion to consider factors that would be relevant when a court is called upon to issue an anti-enforcement injunction, as in the present case. The Delhi High Court held that certain principles could be kept in mind while issuing or refusing anti-suit injunctions or anti-enforcement injunctions. In that ligh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re was no reason to treat anti-execution injunction applications as exceptional , to the extent that, even if grounds for grant of injunction were made out, the Court would hesitate. (vii) Some instances in which anti-enforcement injunction is would be justified are (a) where the judgment, of the execution of which injunction was sought, was obtained too quickly or too secretly to enable the applicant (seeking injunction) to take pre-emptive remedial measures, including by way of applying for antisuit injunction while the proceeding was pending, (b) where the order, of the execution of which injunction was sought, was obtained fraudulently, (c) where the applicant seeking anti-enforcement injunction had no means of knowing of the passing of the judgment or order against, until it was served on him. Sun Travels Tours, on which Mr. Kaul relied, in fact, even while opining that anti-enforcement injunctions could be granted only in exceptional cases, recognised these three circumstances as justifying grant of anti-enforcement injunction as, in these circumstances, the equities of the case (lay) in favour of grant of anti-enforcement injunction. 31. The Del ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and mismanagement and unless the anti-suit permanent injunction order dated 26.10.2021, passed by the High Court of Singapore is stayed, the plaintiff would be left remediless. According to the plaintiff, this is the limited area in which this Court can examine the question of prima facie case made out by the plaintiff for an antienforcement order. It is on the basis of this very argument that the plaintiff contends that the aspect of grave and irreparable loss and hence, the balance of convenience being in his favour, can be examined by this Court. 35. As opposed to this, the defendants claim that mere filing of the aforesaid petition before the NCLT, in itself, cannot lead to this Court holding that unless the plaintiff is permitted to pursue the said petition, he would be left remediless. It is submitted that this Court is necessarily required to examine the question as to whether the plaintiff has raised disputes genuinely pertaining to oppression and mismanagement, or that the petition filed before the NCLT is merely a ruse to avoid arbitration. According to the defendants, the question of the said petition filed before the NCLT being a dressed-up petition, is subsumed wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y Court or other authority in respect of any action taken or to be taken in pursuance of any power conferred by or under his Act or any other law for the time being in force, by the Tribunal or the Appellate Tribunal. 40. Thus, it is clear that even this Court in the present proceedings, cannot go into the question of the disputes pertaining to oppression and mismanagement raised by the plaintiff against the defendants. Apart from the fact that the aforesaid provisions of law are very clear, this Court has specifically held that the NCLT indeed has exclusive jurisdiction in such matters. In the case of Invesco Developing Markets Fund v/s. Zee Entertainment Enterprises Limited and another (supra), a Division Bench of this Court relied upon judgment of Madras High Court, in the case of Selvarathnam v/s. Standard Fire Woods (passed in C.R.P.(PD)(MD) No.775 of 2017), with reference to Section 430 of the Companies Act, to hold that the NCLT has exclusive jurisdiction in such matters and no Civil Court can grant an injunction in respect of any action taken or to be taken by the NCLT in pursuance of the powers conferred under the Companies Act, 2013. 41. In the case of Rakes ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Unique Flame Limited and others (supra), were referred to a Constitution Bench, the same pertained to adequacy of stamp duty on the agreement containing the arbitration clause. Even though subsequent Constitution Bench judgment has come, the said aspect of non-arbitrability of disputes pertaining to oppression and mismanagement has not been discussed in the judgment of the Constitution Bench. 46. In the case of Vidya Drolia and others v/s. Durga Trading Corporation (supra), the said position of non-arbitrability of such disputes, has been reiterated. In the case of Rakesh Malhotra v/s. Rajinder Kumar Malhotra and others (supra), this Court, after taking into consideration rival submissions, held as follows: 85. In my view, Mr. Chinoy's submissions demand acceptance. The first question for determination must be answered in his favour. The disputes in a petition properly brought under Sections 397 and 398 read with Section 402 are not capable of being referred to arbitration, having regard to the nature and source of the power invoked. 47. As noted hereinabove, the disputes pertaining to oppression and mismanagement were relatable to Sections 397, 398 read with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re the costs of the arbitrator's fees, but shall bear the costs of their own legal counsel engaged for the purposes of the arbitration. 20.3 The award of the arbitral tribunal shall be final and conclusive and binding upon the Parties, and the Parties shall be entitled (but not obliged) to enter judgement thereon in any Court of competent jurisdiction. The Parties agree that such enforcement shall be subject to the provisions of the Indian Arbitration and Conciliation Act, 1996 and neither Party shall seek to resist the enforcement of any award in India or elsewhere on the basis that award is not subject to such provisions. The award rendered shall apportion the costs of the arbitration. 20.4 The Parties agree that the relevant courts of competent jurisdiction shall have the jurisdiction to entertain any proceedings for interim relief related to this Agreement whether during pendency, or after expiry or termination. 20.5 The Parties further agree that the arbitrators shall also have the power to decide on the costs and reasonable expenses (including reasonable fees of its counsel) incurred in the arbitration and award interest upto the date of the payment of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ins to the doctrine of public policy as applied by the Courts in India, thereby indicating that enforcement of a foreign award could be resisted, if it falls foul of public policy as applied by the Courts in India. 52. Subsequently, in the case of Vijay Karia and others v/s. Prysmian Cavi E Sistemi SRL and others (supra), the Supreme Court categorically held as follows: 58. When the grounds for resisting enforcement of a foreign award under Section 48 are seen, they may be classified into three groups- grounds which affect the jurisdiction of the arbitration proceedings; grounds which affect party interest alone; and grounds which go to the public policy of India, as explained by Explanation 1 to Section 48(2). Where a ground to resist enforcement is made out, by which the very jurisdiction of the Tribunal is questioned such as the arbitration agreement itself not being valid under the law to which the parties have subjected it, or where the subject-matter of difference is not capable of settlement by arbitration under the law of India, it is obvious that there can be no discretion in these matters. Enforcement of a foreign award made without jurisdiction cannot possibly be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Article 21 of the Constitution of India. If life implies not only life in the physical sense but a bundle of rights that makes life worth living, there is no juristic or other basis for holding that denial of access to justice will not affect the quality of human life so as to take access to Justice out of the purview of right to life guaranteed under Article 21. We have, therefore, no hesitation in holding that access to justice is indeed a facet of right to life guaranteed under Article 21 of the Constitution. We need only add that access to justice may as well be the facet of the right guaranteed under Article 14 of the Constitution, which guarantees equality before law and equal protection of laws to not only citizens but non-citizens also. We say so because equality before law and equal protection of laws is not limited in its application to the realm of executive action that enforces the law. It is as much available in relation to proceedings before courts and tribunal and adjudicatory fora where law is applied and justice administered. The citizen's inability to access courts or any other adjudicatory mechanism provided for determination of rights and obligations ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Supreme Court, as far back as in the case of Smt. Satya v/s. Shri Teja Singh (supra) in the year 1975, supports the aforesaid finding as it was laid down that foreign law must not offend public policy of India. This was recently reiterated in the case of Modi Entertainment Network and another v/s. W.S.G. Cricket Pte. Ltd. (supra), wherein it was held that where proceedings are oppressive or vexatious, such injunction can be granted, particularly when refusal to grant such an injunction, would defeat the ends of justice and injustice would be perpetuated. On the touchstone of the aforesaid position of law, the plaintiff has indeed made out a strong prima facie case in his favour. 58. But, in view of the elaborate submissions made on behalf of the defendants that examination of prima facie case must include an exercise on the part of this Court to peruse the petition filed before the NCLT and to examine whether a genuine case of oppression and mismanagement is made out by the plaintiff, this Court is called upon to determine the extent to which such an exercise can be carried out. 59. It is the specific stand of the defendants that the test of prima facie case in the lig ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e said to be a dressedup petition, would necessarily require a detailed exercise to be carried out by this Court to render findings either way. This would clearly impinge upon the exclusive jurisdiction of the NCLT in deciding such a question. 62. The learned senior counsel appearing for the defendants went to great lengths in referring to the pleadings in the petition filed before the NCLT, to claim that reference therein was made only to Sections 241 and 242 of the Companies Act, 2013; that key words of the provision were stated in the form of incantations or mantras and that key phrases of judgments pertaining to the concept of oppression and mismanagement, were mechanically quoted in the pleadings. On this basis, it was submitted that the plaintiff had prepared a dressed-up petition, only to avoid arbitration in Singapore and that the real nature of disputes pertained to contractual obligations. 63. This Court perused the petition filed before the NCLT from this angle and it is found that certain claims have been made by the plaintiff as regards relationships between the parties in the context of the SHA and after setting up such a case, the plaintiff has claimed that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion filed by the plaintiff and/ or whether the disputes being contractual in nature, are arbitrable and the parties are to be referred to arbitration. 66. This Court cannot enter into a detailed examination and enquiry, as it would encroach upon the exclusive jurisdiction of NCLT on the question of the nature of disputes raised by the plaintiff, being concerned with oppression and mismanagement. The defendants are not justified in inviting this Court to enter into such a detailed exercise, claiming it to be necessary and an integral part of examining as to whether the plaintiff had made out a prima facie case for grant of anti-enforcement order to restrain the anti-suit permanent injunction order granted by the High Court of Singapore. Thus, the factors constituting the scope and extent of prima facie case, cannot include an exercise to be carried out by this Court pertaining to the aspect of the petition filed before the NCLT being a dressed-up petition or otherwise. 67. During the course of arguments, it was submitted by learned senior counsel appearing for the plaintiff that while examining prima facie case of the plaintiff from the angle as to whether the petition file ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iew of the finding rendered hereinabove, that this Court will not cross the line and examine the petition filed before the NCLT in great detail, consideration and discussion on such detailed submissions made on behalf of the defendants is unnecessary. A perusal of the judgements relied upon by the learned senior counsel appearing for the defendants would show that the aspects of oppression and mismanagement have been discussed and elaborated in such judgements, including judgements in the case of Tata Consultancy Services Limited Vs. Cyrus Investments Private Limited (supra), Ebrahimi Vs. Westbourne Galleries Limited (supra), Hind Overseas Private Limited Vs. Raghunath Prasad Jhunjhunwalla (supra), Stanley Wootliff Vs. Martin Rushton-Turner (supra) and Best Sellers Retail (India) Private Limited Vs. Aditya Birla Nuvo Limited (supra). 72. These judgements lay down as to the contours of disputes pertaining to oppression and mismanagement, which show that the grievances in this category may not arise from contractual obligations of the parties but on just and equitable grounds, indicating the structure of the company being in the nature of a quasi-partnership, giving rise to certai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed senior counsel appearing for the rival parties did refer to the judgement of the Court of Appeal at Singapore in great detail, this Court deems it appropriate to only refer to the same. 76. Upon perusal of the judgement dated 06.01.2023 of the Court of Appeal at Singapore, this Court finds that rival submissions were considered and findings were rendered. This Court is conscious that no comments can be made on the merits of the findings rendered by the Court of Appeal at Singapore, as evidently this Court is not sitting in appeal over the said judgement. It would be rather discourteous for this Court to make any comments on merits about the findings rendered by the Court of Appeal at Singapore. 77. Nonetheless, it is relevant to note that the Court of Appeal at Singapore has also taken into consideration the aspect of nonarbitrability of disputes pertaining to oppression and mismanagement under Indian law and reference is also made to the pending petition filed by the plaintiff before the NCLT. In fact, the Court of Appeal at Singapore notes that the judgement of this Court in the case of Vijay Karia Vs. Prysmian Cavi E Sistemi SRL (supra) categorically holds that the disp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed test for considering as to whether temporary injunction, as claimed in the present application, can be granted. The factors that need to be considered while examining such prima facie case have been identified hereinabove and it is reiterated that the plaintiff has been able to make out such a prima facie case in his favour for grant of temporary injunction in the form of an anti-enforcement order. Question (ix) framed in paragraph 27 hereinabove is answered accordingly. 80. The aspect of grave and irreparable loss to the plaintiff in the absence of such temporary injunction, becomes evident in the light of the finding given hereinabove that the plaintiff would be left remediless if the anti-suit permanent injunction order of the High Court of Singapore is allowed to operate. It cannot be countenanced that the plaintiff would stand restrained from pursuing the only remedy available to him before the NCLT, while the arbitration at Singapore would continue and the award that may be rendered therein would be unenforceable in India. Therefore, on the aspect of grave and irreparable loss also, the plaintiff has made out a case in his favour. 81. As regards balance of convenienc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Appeal Court Order dated 6th January 2023 (Annexure P-2 to the Plaint) passed by the Court of Appeal of the Republic of Singapore when the Plaintiff applies for injunctive reliefs in the Hon'ble National Company Law Tribunal in connection with Company Petition (Efiling) No. 01111 of 2021. 84. It is relevant to note that Company Petition (E-filing) No. 01111 of 2021 has been numbered before the NCLT as Company Petition No. 92 of 2021 and hence, the interim injunctions granted in terms of prayer clauses (a) and (c) above apply in the context of Company Petition No. 92 of 2021. As noted hereinabove, by order dated 22.11.2021, this Court took note of the fact that the statement made on behalf of the defendants that they would adjourn the EOGM was continued from time to time. Thereupon, in the said order, this Court directed that the defendants would adjourn the EOGM till the instant application was heard and decided. This Court is of the opinion that since temporary injunctions have been granted in terms of the prayer clauses (a) and (c) of the instant application, as a consequence of which, the plaintiff will now be able to pursue his petition before the NCLT and also seek ..... X X X X Extracts X X X X X X X X Extracts X X X X
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