Delhi High Court - Orders
Surgeport Logistics Private Limited & ... vs Paul Deepak Rajaratnam & Ors on 16 May, 2024
Author: Prathiba M. Singh
Bench: Prathiba M. Singh
$~38
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ O.M.P.(I) (COMM.) 246/2023
SURGEPORT LOGISTICS PRIVATE LIMITED
& ANR. ..... Petitioners
Through: Ms. Rimali Batra, Adv.
versus
PAUL DEEPAK RAJARATNAM & ORS. ..... Respondents
Through: Mr. Ritin Rai, Sr. Advocate with Mr.
S. Santanam Swaminadhan, Mr.
Rahul Sharma, Mr. Kartik Malhotra
& Mr. Anindit Mandal, Advs. (M:
9810091154)
CORAM:
JUSTICE PRATHIBA M. SINGH
ORDER
% 16.05.2024
1. This hearing has been done through hybrid mode.
2. The present petition under Section 9 of the Arbitration and Conciliation Act, 1996 (hereinafter, '1996 Act') has been filed by the Petitioner seeking certain reliefs in respect of the Shareholders' Agreement dated 28th April, 2018.
3. The Petitioners' main contention is that the Respondents are acting in violation of Clause 15 of the said Shareholders' Agreement, which is still in effect. The Respondents are allegedly engaging in a similar business to that of the Petitioner company, which is not allowed under the said Shareholders' Agreement. Thus, it is prayed that the Respondents be restrained from conducting any similar business under any other name or entity.
4. As per the petition, Petitioner No. 1-SurgePort Logistics Private Limited is a company engaged in international freight forwarding, logistics, 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 18/05/2024 at 00:03:30 and allied activities, established as a 100% subsidiary of Petitioner No. 2- Skyways Air Services Private Limited. Respondent Nos. 1&2 are Paul Deepak Rajaratnam and Mohamed Naushad Basheer, respectively, both of whom are stated to be directors of SurgePort Logistics Private Limited and hold 12% equity stakes in the company. As per the Petitioners, the Respondent Nos. 1&2, along with Mr. Binu Varghese, established Respondent No. 3-Accel Transport and Logistics, a partnership firm incorporated in July 2018.
5. Today, ld. Counsel for the Petitioners, Ms. Rimali Batra submits that a FIR has been registered under Sections 406, 409, 420, 120B IPC being FIR No.0029/EOW. Let a copy of the said FIR, along with a typed copy of the same be placed on record. Ld. Counsel also submits that a Section 11 petition has been filed in the Supreme Court.
6. Ld. Counsel for the Petitioners prays for an injunction, and interim relief as the Respondents continue to violate the Non-Compete and Non- Solicit Obligations under Clause 15 of the Shareholders' Agreement. The said clause reads as under:
"1. Unless otherwise agreed by the party at the First Part, the Party at the Second Part and/or the Party at the Third Part shall not engage in any activity, directly or indirectly, in the same or relatively same business. The Party at the Second Part and the Party at the Third Part warrants that its subsidiaries and other firms or individuals over which it has control will comply with this requirement.
2. Non compete clause to be implied with even after 3 years of the termination of Agreement business.
3. In the event of non compliance of 1 and 2 above, the party at the Second Part and/or the Party at the Third 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 18/05/2024 at 00:03:30 Partin shall be liable to compensate by way of penalty to the party at First Part with minimum amount of Rupee one crore and subject to maximum of loss suffered party at the First Part due to breach of agreement by the party at Second and/or Third Part."
7. On a specific query, Mr. Ritin Rai, ld. Senior Counsel submits that the Respondent Nos. 1&2 are currently directors of SurgePort Logistics Private Limited and are not engaging himself in any of the competitive business against SurgePort Logistics Private Limited. Mr. Rai further submits that the only business being carried out by the Respondent Nos. 1&2 is a business which was within the knowledge of the Petitioners.
8. A perusal of Clause 15 of the Shareholders' Agreement clearly shows that the Respondent Nos. 1&2 cannot engage in any business competitive to the Petitioner No. 1's business, where they are currently directors. The Respondent No. 1&2 shall, accordingly, place on record the sales turnover and the balance sheets for the partnership firm Respondent No. 3-M/s Accel Transport and Logistics since its incorporation on 18th July, 2018, as well as the complete list of its clients and the nature of services rendered to such clients. It is also directed that Respondent No. 1&2 shall not use the email addresses of SurgePort Logistics Private Limited in any manner whatsoever.
9. List for hearing on 16th July, 2024.
PRATHIBA M. SINGH, J.
MAY 16, 2024/dk/dn 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 18/05/2024 at 00:03:31