Court admits interim relief petition restraining respondents from transferring or encumbering company warrants without prior consent, highlighting breach of Shareholders' Agreement
In a significant decision on September 9, 2026, the Delhi High Court, presided over by Mr. Tushar Rao Gedela, J., admitted for consideration a petition seeking urgent interim relief under Section 9 of the Arbitration and Conciliation Act, 1996. The petition was filed by Resilient Innovations Private Limited against JBCG Advisory Services Private Limited and others, concerning alleged unauthorized transfers and encumbrances of warrants issued by a company, which the petitioner claims violate the terms of a Shareholders' Agreement dated October 26, 2021.
The petitioner sought multiple interim protective measures to restrain the respondents from undertaking or permitting any transfer or creation of encumbrance over the Series 1 and Series 2 Warrants of Respondent No.3 without the petitioner's prior written consent. The relief sought also aimed to prevent the registration or approval of any such transfer by the company or its agents, including the Registrar and Transfer Agent (RTA) and depositories.
Further, the petitioner requested the court to restrain the respondents from implementing a circular resolution passed by the Stakeholders Relationship Committee on September 17, 2025, which proposed revisions to the transfer process of securities, including the Warrants in question. The petitioner argued that such actions were in direct contravention of clauses 12.1(b), 12.1(c), 12.4, and 20.8 of the Shareholders' Agreement.
In addition to restraining the respondents, the petitioner sought a detailed affidavit from them disclosing comprehensive particulars of all warrants, including identities of warrant holders, details of all transfers, approvals, deeds of adherence, and any encumbrances created over the warrants.
The court issued notice to the respondents, who accepted it through their counsel. The respondents have been granted two weeks to file their reply, with the petitioner allowed three days thereafter to file rejoinder submissions. The matter is scheduled for further consideration on October 1, 2026.
This order underscores the court's readiness to intervene at the interim stage to protect contractual rights and prevent potential breaches in shareholder agreements, especially in commercial arbitration contexts.
Bottom Line:
Interim relief sought under Section 9 of the Arbitration and Conciliation Act, 1996, to restrain respondents from transferring or creating encumbrance over warrants of a company, in violation of the Shareholders' Agreement, was admitted for consideration.
Statutory provision(s):
Section 9 of the Arbitration and Conciliation Act, 1996; Order XI Rule 1(4) of the Code of Civil Procedure, 1908; Section 151 of the Code of Civil Procedure, 1908; Section 63(4)(c) of the Bharatiya Sakshya Adhiniyam, 2023; Commercial Courts Act, 2015; Delhi High Court (Original Side) Rules, 2018
