[Cites 5, Cited by 0]
Delhi High Court
Aveen Kaur Sood vs Anny Lifestyle Private Limited & Ors on 10 February, 2026
$~50
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of Decision: 10.02.2026
+ O.M.P.(I) (COMM.) 48/2026, I.A. 3476/2026 (For Exemption)
& I.A. 3477/2026 (For Permission to filed a Lengthy list of
dates)
AVEEN KAUR SOOD .....Petitioner
Through: Mr. Vikas Dhawan, Senior
Advocate along with Mr.
Sambit Nanda, Ms. Sanskrti
Bansal, Advocates.
versus
ANNY LIFESTYLE PRIVATE LIMITED & ORS.
.....Respondents
Through: Mr. Kunal Tandon, Senior
Advocate along with Mr.
Saurabh D. Karan Singh, Ms.
Kanika Jain, Ms. Natasha, Mr.
Sridhar Jha and Ms. Mahima,
Advocates for Respondent Nos.
1 and 2.
CORAM:
HON'BLE MR. JUSTICE HARISH VAIDYANATHAN
SHANKAR
% JUDGEMENT (ORAL)
1. The present Petition, under Section 9 of the Arbitration and
Conciliation Act, 1996 ["Act"], has been filed seeking the following
reliefs:
"A. Pass an Order restraining the Respondents from giving effect
to the Termination Notice received on 14.01.2026 and taking
any further steps pursuant to the said Termination Notice
pending the arbitral proceedings; and
B. Pass an Order directing the Respondents to restore her access
to her email account as well as restore her participation in all
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
O.M.P.(I) (COMM.) 48/2026 Page 1 of 6
BHATIA
Signing Date:11.02.2026
18:23:06
the WhatsApp Groups created for sharing of information
relating to the affairs of the Respondent Company; and
C. Pass an Order staying the Extra-Ordinary General Meeting of
the members of the Respondent Company on 10.02.2026 at
1:00 PM proposing removal of the Petitioner with immediate
effect by an ordinary resolution under Section 169 and 114 of
the Companies Act and / or restrain the Respondents from
giving effect to any resolution passed in EGM if it permitted to
be held; and
D. To Pass an Order restraining the Company from accepting any
further funds and / or raising debt till the adjudication of
disputes in arbitration; and
E. To Pass an Order restraining the Company from altering the
share capital of the Respondent company by issuing fresh
equity shares and or in any manner diluting the promoter
shareholding held by the Petitioner; and
F. Pass any such other or further order or orders as this Hon'ble
Court may deem fit and proper in the facts and circumstances
of the present case and in the interest of justice."
2. Brevitatis causa, the facts and submissions that stand recorded
in the Order dated 09.02.2026 are not being reiterated herein, and the
present Order shall be read with the Order dated 09.02.2026 for the
sake of completeness.
3. As is apparent, the Petition essentially seeks directions
interdicting the Termination Notice. Prayer C of the Petition seeks
relief in respect of the interdiction of the Extraordinary General
Meeting ["EGM"], and the said termination notice is relatable to the
Shareholders Agreement dated 29.06.2025.
4. The relevant clauses under which the Directors are to be
appointed are Clause 4.2.1 and 4.2.5 and are as set out herein below:
"4.2 Board Composition:
4.2.1 The Board shall not consist of more than 3 (Three) Directors,
which number of Directors shall not be changed except with the
Investor's Consent, out of which:
(i) 1 (One) Director shall be nominated by the Lead Investor
("Investor Director"); and
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
O.M.P.(I) (COMM.) 48/2026 Page 2 of 6
BHATIA
Signing Date:11.02.2026
18:23:06
(ii) Subject to Clause 4.2.5, the Promoters shall appoint 2 (Two)
among themselves as executive Directors ("Promoter
Directors")."
****
4.2.5 The right of Promoters to appoint Promoter Directors shall
fall away upon the earlier of the following events: (a) employment
of a Promoter being terminated for Cause or by his voluntary
resignation (without the written approval of the Lead Investor or
(b) occurrence of an Event of Default. Subject to the remaining
Promoter(s) remaining in full employment of the Company, the
respective Promoters shall have the right to designate another
director ("Designated Promoter Director") on the Board, who is
either a Key Employee acceptable to the Lead Investor or an
individual, acceptable to the Lead Investor (i) appointed from the
industry having relevant experience and qualifications; (ii) not
disqualified to act as a director under applicable Law; (iii) not
subject to any restrictions which may prohibit, restrict or hinder
such individual's responsibilities, duties or capacity to perform as a
Director of the Company; and (iv) not subject to any ongoing
conflict or dispute with the Lead Investor."
5. The Termination Order of which the interdiction is sought
effectively triggers the reverse vesting of the shares of the promoter.
The Shareholders Agreement sets out Clause 6.3.1 for the
circumstances under which such vesting would transpire. Clause 6.3.1
reads as under:
"6.3 Good leaver situation:
6.3.1 If before expiry of the Reverse Vesting Period, a Promoter
terminates his employment/resigns with the written approval of the
Board and the Lead Investor or in the event of termination of a
Promoter's employment with the Company for any reason other
than Cause (but excluding death or Permanent Disability to the
relevant Promoter), then, subject to compliance with Law, (A)
20% of the Vested Shares shall be transferred to the ESOP pool
created in respect of the ESOPs or be bought back by the
Company, in each case, at a price per Share which is lower of (x)
the face value of each such Equity Security; and/or (y) the lowest
permissible price per Equity Security under applicable Law , and
(B) Unvested Shares that are held by such Promoter as
immediately before the Termination Date shall, at the Lead
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
O.M.P.(I) (COMM.) 48/2026 Page 3 of 6
BHATIA
Signing Date:11.02.2026
18:23:06
Investor's option, be transferred to the ESOP pool created in
respect of the ESOPs or be bought back by the Company, in each
case with the Investor's Consent and at lower of (x) the face value
of each such Equity Security; and/or (y) the lowest permissible
price per Equity Security under applicable Law. In the event the
Unvested Shares are not transferred in accordance with this Clause
6.3.1(B), such Unvested Shares shall be transferred in any other
manner as determined by the Board upon the occurrence of a
Liquidation Event, subject to the Investor's Consent. It is hereby
clarified that 80% (Eighty Percent) of the Vested Shares in
accordance with Clause 6.3.1 (A) above, shall be retained by the
Promoter."
6. Since the dispute primarily relates to the Employment
Agreement and the termination thereof which would trigger certain
events as set out in the Shareholder Agreement and since the
Respondents herein, who are parties to the said promoter Employment
Agreement, are represented, this Court is of the view that under the
Arbitration Clause as provided for in Clause 10.9, and to which
learned Senior counsel for the Respondent No. 1 has given his no
objection, the present matter should be referred to arbitration.
7. In view thereof, this Court requests Hon'ble Ms. Justice
Mukta Gupta (Retd.) (e-mail id: ) to
enter into the reference as the learned Sole Arbitrator for the
resolution of the disputes as between the parties.
8. The learned Sole Arbitrator may proceed with the arbitration
proceedings, subject to furnishing to the parties the requisite
disclosures as required under Section 12(2) of the Act within a week
of entering the reference.
9. The learned Sole Arbitrator shall be entitled to fees in
accordance with the Fourth Schedule of the Act or as may otherwise
be agreed to between the parties and the learned Sole Arbitrator.
10. The parties shall share the learned Sole Arbitrator's fee and
arbitral costs equally.
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
O.M.P.(I) (COMM.) 48/2026 Page 4 of 6
BHATIA
Signing Date:11.02.2026
18:23:06
11. All rights and contentions of the parties are kept open, to be
decided by the learned Sole Arbitrator on their merits, in accordance
with law.
12. Needless to state, nothing in this order shall be construed as an
expression of opinion of this Court on the merits of the controversy.
All rights and contentions of the parties in this regard are reserved.
13. The Registry is directed to send a receipt of this order to the
learned Arbitrator through all permissible modes, including through e-
mail.
14. Since the termination notice is stated to come into effect on
12.04.2026, the learned Arbitrator is requested to enter into the
reference at the earliest and adjudicate the disputes as between the
parties.
15. As regards the prayer for interdiction of the holding of the
EGM, this Court is of the view that the objection taken by the learned
Senior counsel for the Respondent No. 1 is sound insofar as he
submits that it is only the learned National Company Law Tribunal
which has the jurisdiction to entertain the matters relating to the
company and meetings of the company. Accordingly, this Court is of
the view that the said direction cannot be granted by this Court and the
same is rejected.
16. Learned Senior counsel appearing for the Petitioner requests
that he may be permitted to file an appropriate application for the
purpose of preservation of the subject matter of the disputes as
between the parties, which are the shares of the Petitioner in the
company. The Petitioner is granted liberty to take such steps as are
available under the law.
17. The learned Senior Counsel appearing on behalf of the
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
O.M.P.(I) (COMM.) 48/2026 Page 5 of 6
BHATIA
Signing Date:11.02.2026
18:23:06
Petitioner would state that he would not take more than a week from
today to file the said application. Learned Senior Counsel appearing
on behalf of the Respondent No.1 states he will file a Reply within a
week thereafter. Rejoinder, if any, be filed within a period of three
days thereafter. This Court requests the learned Arbitrator to attempt
to take up and adjudicate the said Application prior to 12.04.2026.
18. This since, the learned Senior Counsel appearing on behalf of
the Respondent No. 1 states that the Termination Notice will take
effect only from 12.04.2026, and as a result thereof, the reverse
vesting of the shares also will take effect only from the said date.
19. Though this Court normally does not interfere with the manner
in which the arbitration proceedings themselves should be conducted,
since time is of the essence, this Court has recorded the undertakings
as respects the completion of pleadings while making the above
request.
20. The present petition along with pending application(s), if any,
stands disposed of.
HARISH VAIDYANATHAN SHANKAR, J.
FEBRUARY 06, 2026/nd/va
