Delhi High Court - Orders
Cpc) Gkb Hi-Tech Lenses Private Limited ... vs Essilor India Private Limited & Ors on 26 February, 2026
$~26
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ O.M.P.(I) (COMM.) 80/2026 & I.A. 5424/2026 (For U/S 151
CPC)
GKB HI-TECH LENSES PRIVATE LIMITED & ORS.
.....Petitioners
Through: Mr. Amit Sibal and Mr.
Rajshekhar Rao, Senior
Advocates along with Mr.
Manu Nair, Mr. Ameya
Gokhale, Mr. Renjith Nair, Mr.
Neelabh Shreesh, Mr. Chintan
Gandhi, Mr. Darpan Sachdeva,
Mr. Ankit Handa, Ms. Ramayni
Sood, Mr. Harshil Wason, Mr.
Aryan Roy, Ms. Anushka
Bhardwaj and Ms. Aalokaa
Verma, Advocates.
versus
ESSILOR INDIA PRIVATE LIMITED & ORS.
.....Respondents
Through: Nemo.
CORAM:
HON'BLE MR. JUSTICE HARISH VAIDYANATHAN
SHANKAR
ORDER
% 26.02.2026
1. The present Petition has been filed under Section 9 of the Arbitration and Conciliation Act, 1996, in view of the dispute that has arisen as between the parties finding its nexus from the Master Settlement Agreement dated 04.04.2023 ["Agreement"]. The reliefs as sought for in the present Petition read as under:
".....
a. Stay the effect and operation of the Defect Cure Notice dated 7th This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 27/02/2026 at 20:53:45 January, 2026 [Document 1] b. Pass an order in the nature of a temporary prohibitive injunction restraining the Respondents from taking any steps in furtherance of the Defect Cure Notice dated 7th January, 2026 [Document 1], including any steps mentioned in Clause 10.1 of the Master Settlement Agreement dated 4th April, 2023 [Document 2] read with the relevant provisions of the Settlement Documents as defined in the Master Settlement Agreement dated 4th April, 2023 [Document 2] c. Pass an order in the nature of a temporary prohibitive injunction restraining the Respondent No.1 from causing Signet Armorlite Amera Pte. Ltd. from taking any actions towards termination of the Kodak Lens Distribution Agreement dated 1st January, 2016 d. Pass an order in the nature of a temporary prohibitive injunction restraining Respondent No.1 from exercising any rights under the Share Pledge Agreement dated 4th April, 2023 [Document 2], including from invoking the pledge and further, selling, transferring, or otherwise disposing of or creating any encumbrance on any of the Pledged Shares (as defined in the Share Pledge Agreement).
e. Pass an order in the nature of a temporary prohibitive injunction restraining Respondent No. I from presenting the Post Dated Cheques issued in its favour under the Intra Group Dues Payment Agreement dated 4th April, 2023 [Document 3]. f. Pass an order restraining Respondent No. 1 from enforcement of any security interest created under the Master Settlement Agreement dated 4th April, 2023 [Document 2]. g. Pass ex-parte ad-interim orders in terms of prayers (a) to (f) above; h. Grant costs of these proceedings to be paid by the Respondents;
and i. Pass any further or other order (s) which this Hon'ble Court may deem fit and proper in favour of the Petitioners, in the facts and circumstances of the case."
2. It is the case of the Petitioners that the Respondents herein, to perpetuate a monopoly, in a mala fide manner, made certain demands, which are contrary to the contractual conditions.
3. Learned Senior Counsel appearing on behalf of the Petitioners submits that, in fact, all the payments as contemplated under the Agreement have been made by the Petitioners, till 2024. He further submits that post 2024 certain disputes have arisen between the parties as to the payments that were to be made. The said disputes are still This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 27/02/2026 at 20:53:45 under the process of resolution between the parties.
4. He contends that, despite the fact, that talks were going on between the parties, on 07.01.2026, the impugned Defect Cure Notice was issued to the Petitioners by the Respondents, and in terms of which various clauses of the Agreement as between the parties would get activated resulting in a situation where the Petitioners would be subject to irreparable damage.
5. He, in particular, stresses upon the arrangement between Kodak, and an affiliate of the Respondent and the Petitioners, whereby the Petitioners had been bestowed with the exclusive right for distribution of Kodak lenses across India and UAE.
6. Learned Senior Counsel further submits that in the event that this exclusivity was to be discontinued it would result in a situation where certain third parties would be able to step in and thereby cause irreparable damage to the Petitioners. He also highlights certain other aspects, which are set out at paragraph 139 of the Petition. The said paragraph of the Petition reads as follows:
"....
139. It is submitted that in the event the Respondents are permitted to act in furtherance of the Defect Cure Notice and take steps prescribed under Clause 10.1 of the MSA, there will be grave and irreparable harm, loss and injury caused to the Petitioners which cannot be compensated in terms of damages/ monetary terms on account of the following reasons:
a. The Kodak Lens Distribution permits Petitioner Nos. 1 and 2 to exclusively d1stnbute Kodak Lens branded ophthalmic lenses across India and the United Arab Emirates and forms an integral part of the Petitioner No. 1 and Petitioner No.2's offerings. Petitioner No. 1 has paid full consideration towards obtaining distribution rights of the said brand as per the Kodak Lens Distribution Agreement which was extended for a term of five (5) years upto December 2027.
b. If Respondent No. 1 is permitted to terminate the Kodak Lens Distribution, it is likely that a third-party will be permitted to exclusively distribute Kodak Lens branded ophthalmic lenses. In This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 27/02/2026 at 20:53:45 fact, Petitioner No. 1 has reliably learned that Respondent No. 1 is likely to enter into an agreement with one of the largest players in the market for the Kodak Lens Distribution. This will have a significant impact on the operations and revenue of the Petitioners. c. Further, in the event that the dispute is referred to arbitration and adjudicated in favour of the Petitioners, the Respondents will not be in a position to compensate the Petitioners for the loss of the exclusive right to distribute Kodak Lens branded ophthalmic lenses under the Kodak Lens Distribution. Accordingly, the Petitioners will suffer grave and irreparable harm if Respondent No. 1 is permitted to cause Signet to terminate the Kodak Lens Distribution Agreement.
d. Further, if Respondent No. 1 is permitted to invoke the pledge under the Share Pledge Agreement, it will have the right to transfer shares equivalent to 20% of the total shareholding of Petitioner No.
1. This will have a significant impact on Petitioner No. 1, which is a private limited company and closely held by Petitioner Nos. 3 to 8, i.e. the Gupta Family.
e. Respondent No. 1, who is a competitor of the Petitioner No. 1, will be entitled to exercise voting rights and will have significant control over Petitioner No. 1. Actions pursuant to such rights will not only be irreversible and harmful to the very viability and existence of Petitioner No.1, but will also allow the Respondent No. 1 and Respondent No.2 to further their oblique motives of destroying the net worth of the Petitioner No. I company as well as its anticompetitive inclinations, i.e. its intention to destroy competition in the market. Therefore, it is submitted that if Respondent No. 1 is permitted to invoke the pledge, it will cause grave and irreparable harm to the Petitioners which cannot be compensated through monetary damages even if the Petitioners were to ultimately succeed in an arbitration."
7. He also submits that the balance of convenience clearly tilts in favour of the Petitioners since, despite the Petitioners having responded to the Defect Cure Notice, there has been no response forthcoming from the Respondents.
8. He vehemently submits that, in fact, advance service of the present petition was effected upon the Respondents through various means, inter alia, through the means as provided in Clause 12.2 of the Master Settlement Agreement dated 04.04.2023. He thus submits that there is an immediate need to protect the Petitioners from any coercive This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 27/02/2026 at 20:53:45 action by the Respondents.
9. Lastly, he further submits that, if the necessary relief at this stage is not granted in favor of the Petitioners, the loss which would be suffered by the Petitioners would be far in excess of what has actually been stated to be the amount, which the Petitioners are allegedly in default of.
10. This court has heard the learned senior counsel appearing for the Petitioners and with their able assistance perused the relevant material on record.
11. At this stage, this Court is of the view that the present Agreement is fairly complex, encompassing multifarious aspects.
12. The Defect Cure Notice issued by the Respondents touches upon a large number of aspects which are covered in the said Agreement and in order to ensure that the subject matter of the Agreement is protected, it is expedient for this Court to exercise its jurisdiction under Section 9 of the Act and pass orders to protect the same.
13. In view thereof, this Court is of the view that the prayer, as sought for, to stay the effect and operation of the Defect Cure Notice dated 07.01.2026 needs to be granted.
14. However, this Court is also of the opinion that the matter should be taken up expeditiously to ensure that any resolution, if possible, between the parties, can be attempted at the earliest.
15. Issue notice.
16. Subject to the Petitioners taking necessary steps in 2 days, let notice be issued to the Respondents within a period of two (2) weeks from today through all permissible modes, including dasti.
17. The Respondents are directed to file their reply within a period This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 27/02/2026 at 20:53:45 of ten (10) days thereafter. Rejoinder, if any, be filed within three (3) days thereafter.
18. List on 01.04.2026.
19. A copy of this Order be given dasti.
HARISH VAIDYANATHAN SHANKAR, J.
FEBRUARY 26, 2026/tk/va This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 27/02/2026 at 20:53:45