Delhi High Court
Drharors Aesthetics Private Ltd vs Debdulal Banerjee on 11 August, 2025
$~
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Judgment reserved on: 29.07.2025
Judgment pronounced on: 11.08.2025
+ FAO (COMM) 163/2025, CM APPL. 36952/2025
DRHARORS AESTHETICS PRIVATE LTD .....Appellant
Through: Mr. Anirban Bhattacharya, Mr.
Apoorv Agarwal, Ms. Saloni
Singh, Mr. Rajeev Choudhary,
Mr. Abhiraj Das, Advs.
versus
DEBULAL BANERJEE .....Respondent
Through: Mr. Puneet Singh Bindra, Mr.
Dhiraj Mhetre, Mr. Sanampreet
Singh, Mr. Suraj Dhawan and
Mr. Nikhil Singh, Advs.
+ FAO (COMM) 164/2025, CM APPL. 36956/2025
DRHARORS AESTHETICS PRIVATE LTD .....Appellant
Through: Mr. Anirban Bhattacharya, Mr.
Apoorv Agarwal, Ms. Saloni
Singh, Mr. Rajeev Choudhary,
Mr. Abhiraj Das, Advs.
versus
RAHUL SHAWEL .....Respondent
Through: Mr. Puneet Singh Bindra, Mr.
Dhiraj Mhetre, Mr. Sanampreet
Singh, Mr. Suraj Dhawan and
Mr. Nikhil Singh, Advs.
CORAM:
HON'BLE MR. JUSTICE ANIL KSHETARPAL
HON'BLE MR. JUSTICE HARISH VAIDYANATHAN
SHANKAR
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Signed By:JAI
NARAYAN
Signing Date:12.08.2025
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JUDGMENT
ANIL KSHETARPAL, J.
1. The present Appeals have been filed by the Appellant Company
under Section 37(1)(b) of the Arbitration and Conciliation Act, 1996
[hereinafter referred to as “the Act”] read with Section 13(1A) of the
Commercial Courts Act, 2015, assailing the Order(s) dated 09.06.2025
[hereinafter referred to as the “Impugned Order”] passed under
Section 9 of the Act by the learned District Judge, (Commercial
Court)-01, South-East District, Saket Courts, New Delhi [hereinafter
referred to as the “District Judge”], whereby the Appellant Company
has been restrained from convening Board Meetings dated 15.04.2025
and 12.05.2025 concerning the proposed removal of the
Respondent(s) from the Directorship of the Appellant Company.
2. These are two connected Appeals arising from similar facts and
involving the same Appellant. With the consent of learned counsel for
the parties, they are being heard and disposed of by this common
order. For the sake of convenience, the facts are being drawn from
FAO (COMM) 164/2025 captioned Drharors Aesthetics Private
Limited v. Rahul Shawel.
FACTUAL MATRIX:
3. A dispute arose between the Appellant Company, engaged in
the business of dermatological and aesthetic services, and the
Respondent, its erstwhile Director. Pursuant to a Memorandum of
Understanding dated 23.09.2023, executed between the Respondent,
Dr. Navnit Haror, Dr. Vineeta Pathak, and Mr. Debdulal Banerjee, it
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NARAYAN
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was agreed to incorporate a new entity for the purpose of expanding
the business, with specific roles delineated for each party. In terms
thereof, the Respondent was entrusted with responsibilities relating to
growth, franchise development, marketing, and day-to-day operations.
Subsequently, he was appointed as a Director by way of an Executive
Employment Agreement dated 19.10.2023, entitling him to monthly
remuneration and certain shareholding rights, as further detailed in a
Shareholders‟ Agreement dated 08.11.2023.
4. It is the case of the Respondent that pursuant to his efforts, the
Appellant Company significantly expanded its operations within a
short span of time. However, in March 2025, several disputes arose
between the parties. The Respondent alleged that he was abruptly
denied access to official email systems, his salary was withheld, and
he was served with short-notice communications convening Board
Meetings, initially on 01.04.2025, and later re-scheduled to
04.04.2025 and 15.04.2025, without being furnished with any
particulars or reasons for the proposed deliberations, which ultimately
included consideration of his removal from Directorship.
5. It is further contended that despite repeated requests, the
Respondent was not furnished with any documentation substantiating
the alleged financial irregularities or operational mismanagement cited
against him. Instead, on 09.04.2025, a special notice and agenda were
issued for convening a Board Meeting on 15.04.2025, the stated
purpose of which was the proposed removal of the Respondent and
another Director. The Respondent contended that such actions were
arbitrary and in breach of the contractual and statutory protections
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available to him. Invoking the arbitration clauses contained in the
Employment Agreement and Shareholders‟ Agreement, the
Respondent approached the Commercial Court under Section 9 of the
Act, seeking interim relief restraining the Appellant Company from
proceeding with the said Board Meeting. It was contended that the
notices issued for convening the Board Meetings and the proposed
Extraordinary General Meeting („EGM‟) were violative of Section
169 of the Companies Act, 2013, inasmuch as the Respondent was not
afforded a reasonable opportunity of being heard prior to the proposed
removal. It was further alleged that no reasons or material justifying
such removal were provided, thereby rendering the entire process
arbitrary, mala fide, and contrary to the norms of corporate
governance.
6. The Respondent further alleged that he had not been served
with adequate notice under Section 173(3) of the Companies Act,
2013, which mandates a minimum of seven days‟ written notice for
convening Board Meetings. It was specifically contended that the
meetings dated 01.04.2025, 04.04.2025, 15.04.2025, and 12.05.2025
were either held or proposed to be held on insufficient notice, thereby
violating statutory mandates and depriving the Respondent of a fair
opportunity to respond.
7. In support of his plea, the Respondent relied upon the decision
of this Court in Chhaya Devi &Anr. v. Rukmini Devi & Ors.1,
wherein it was held that any attempt to remove a Director must be
preceded by due compliance with Section 169 of the Companies Act,
1
2017 SCC OnLine Del 10290
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2013 and must be accompanied by a meaningful opportunity of being
heard, including disclosure of reasons and the documentary basis for
such proposed removal.
8. The Appellant Company, on the other hand, submitted before
the District Judge that the proposed removal was necessitated due to
serious financial irregularities, breach offiduciary duties, and acts of
sabotage allegedly committed by the Respondent. It was contended
that the notices were duly issued in compliance with the Articles of
Association and the applicable provisions of the Companies Act,
2013, and that the Respondent, by invoking Section 9 of the Act, was
seeking to obstruct the lawful functioning and governance of the
Appellant Company.
9. After hearing both sides, the District Judge vide the Impugned
Order, granted interim protection to the Respondent by restraining the
Appellant Company from acting upon the agendas of the Board
Meeting and the EGM scheduled for 15.04.2025 and 12.05.2025,
respectively, insofar as they pertained to the proposed removal of the
Respondent from the Board. The District Judge held that prima facie
the Respondent had not been afforded a reasonable opportunity of
being heard, as mandated under Section 169 of the Companies Act,
2013, and that the notices convening the meetings were issued in
contravention of Section 173(3) of the Companies Act, 2013, thereby
justifying the grant of interim relief to prevent irreparable harm.
However, the District Judge declined to grant any interim relief in
respect of the Respondent‟s claims for unpaid salary and allotment of
shares, holding that such issues required detailed factual inquiry and
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would be appropriately addressed in the arbitral proceedings.
CONTENTIONS OF THE APPELLANT:
10. Learned counsel for the Appellant contended that the Impugned
Order is legally unsustainable, as it grants what is, in effect, final
relief under the guise of interim protection under Section 9 of the Act.
It was contended that the right to remove a Director is a statutory
power conferred upon the shareholders and the Board under the
Companies Act, 2013, and that the injunction granted by the District
Judge effectively restrains the Company from exercising such right,
thereby interfering with its internal governance without adjudication
on merits.
11. He further contended that the notices for the Board Meeting
dated 15.04.2025 and the EGM scheduled for 12.05.2025 were issued
strictly in accordance with the Articles of Association and the
applicable provisions of the Companies Act, 2013. The Respondent
was fully aware of the serious allegations levelled against him,
including breach of fiduciary duties, financial mismanagement, and
wilful obstruction of the Company‟s operations. It was further
emphasized that the Respondent had failed to disclose material facts in
the petition preferred by him under Section 9 of the Act, and had
approached the Court with unclean hands.
12. It was further contended that the Respondents‟ conduct,
including his refusal to convene meetings, obstruction of internal
audits, and withholding access to critical business decisions, had
effectively paralyzed the functioning of the Appellant Company. In
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such circumstances, his removal was necessary to safeguard the
interests of the Appellant Company and its shareholders. It was, thus,
argued that the interim injunction granted by the District Judge
unjustifiably interfered with the Appellant Company‟s internal
management and amounted to judicial overreach.
13. Lastly, it was contended that the disputes raised by the
Respondent, including claims relating to unpaid remuneration and
allotment of equity shares, are matters squarely covered by the
arbitration clause contained in the Shareholders’ Agreement, and
therefore any adjudication of such disputes, particularly at the pre-
arbitral stage, lies beyond the limited scope of Section 9 of the Act,
which is intended solely to preserve the subject matter of arbitration
and not to grant conclusive or determinative relief.
14. In support of his contentions, reliance was placed by the learned
counsel for the Appellant on the judgment of the Supreme Court in
Life Insurance Corporation of India v. Escorts Ltd. & Others 2 to
submit that the matters pertaining to the internal management of a
company, including the appointment or removal of directors, fall
within the exclusive domain of the shareholders and the Board, and
that judicial interference is warranted only in cases of clear statutory
violation. Reliance was also placed on the judgment dated 24.09.2018
passed by this Court in Ravinder Sabharwal and Another v. XAD
Inc. and Others3, to submit that injunctive relief under Section 9 of
the Act, cannot be granted so as to restrict the statutory rights of
2
(1986) 1 SCC 264
3
(2018) SCC OnLine Del 1148
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shareholders to seek removal of a Director, particularly where the
foundational disputes are arbitrable and the petitioner has failed to
demonstrate any grave and irreparable harm.
CONTENTIONS OF THE RESPONDENT:
15. Per contra, learned counsel for the Respondent supported the
Impugned Order and submitted that the interim protection granted by
the District Judge was justified in view of the procedural irregularities
and lack of bona fides underlying the Appellant‟s attempt to remove
the Respondent from Directorship. It was submitted that the impugned
notices were issued in violation of the mandatory requirements under
Sections 169 and 173(3) of the Companies Act, 2013, and that the
Respondent was not afforded any reasonable opportunity of being
heard prior to the proposed action.
16. It was contended that the Board Meeting notice dated
01.04.2025 and the Special Notice dated 09.04.2025 failed to disclose
any specific allegations or documentary material in support of the
proposed resolution for removal. The Respondent asserted that the
purported allegations of misconduct, including vague references to
“substantial liabilities” and “operational challenges,” were devoid of
particulars and were employed merely as a pretext to oust him from
the management in order to wrest control of the Appellant Company.
17. Learned counsel for the Respondent further submitted that the
Respondent had been appointed as Director pursuant to the Executive
Employment Agreement dated 19.10.2023 and the Shareholders‟
Agreement dated 08.11.2023, both of which clearly delineated his
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contractual entitlements and the mutually agreed dispute resolution
mechanism. It was emphasized that despite the Respondent‟s
substantial contributions to the growth of the Appellant Company,
including the expansion from two to nineteen wellness centres, his
remuneration was withheld, access to official communication systems
was suspended, and attempts were made to remove him in a manner
contrary to both contractual stipulations and statutory protections.
18. Reliance was placed by the learned counsel for the Respondent
on the judgment passed by this Court in Jai Kumar Arya & Ors. v.
Chhaya Devi & Anr.4 to submit that the interim protection under
Section 9 of the Act may be granted in cases involving procedural
impropriety in the proposed removal of Directors, particularly where
statutory safeguards under the Companies Act, 2013 are alleged to
have been violated. It was submitted that the injunction in that case
was justified in order to prevent irreparable harm and to preserve the
status quo pending resolution of disputes through arbitration.
19. Lastly, it was submitted that, permitting the Appellant to act on
the impugned agendas would cause grave and irreparable prejudice to
the Respondent by effectuating his removal without any adjudication
on merits, thereby jeopardizing his reputation, equity rights, and
position within the Company. It was contended that the interim
protection granted by the District Judge was necessary to preserve the
subject matter of arbitration and to ensure that the Respondent‟s
claims were not rendered infructuous.
4
2017 SCC OnLine Del 11436
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NARAYAN
Signing Date:12.08.2025
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ANALYSIS:
20. Having considered the rival submissions of the parties and
perused the material placed on record, this Court finds that the
principal issue for consideration is whether the interim injunction
granted by the District Judge under Section 9 of the Act, restraining
the Appellant Company from acting on the agenda of proposed Board
and General Meetings concerning removal of the Respondent as a
Director, was warranted in the facts and circumstances of the case.
21. A perusal of the Impugned Order reveals that the learned
District Judge found prima facie merit in the contention of the
Respondent that the notices for Board Meeting and EGM were issued
in contravention of Sections 169 and 173(3) of the Companies Act,
2013. It was observed that the notice period did not meet the statutory
minimum of seven days, and that the notices lacked sufficient
particulars regarding the grounds for proposed removal, thereby
denying the Respondent a reasonable opportunity of being heard. On
this basis, the learned District Judge concluded that permitting such
meetings to proceed would cause irreparable harm to the Respondent
and, accordingly, proceeded to grant an injunction restraining the
Appellant Company from acting upon the agenda.
22. However, it is trite law that the remedy under Section 9 of the
Act is equitable and discretionary in nature, and is primarily exercised
to preserve the subject matter of arbitration or to prevent frustration of
the arbitral proceedings. Such power must be exercised cautiously,
particularly where the interim relief sought effectively amounts to
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grant of final relief or impinges upon statutory powers conferred under
the Companies Act, 2013.
23. In the case of Life Insurance Corporation of India (supra), the
Supreme Court categorically held that the right of shareholders or the
Board to convene and hold meetings is a statutory right, and that
judicial interference in such internal governance matters must be
minimal. The appropriate remedy, if at all, lies in challenging the
outcome of such meetings, not pre-emptively restraining their
convening.
24. In the present case, the meetings sought to be convened were
for the purpose of considering serious allegations pertaining to
financial irregularities, breach of fiduciary duties, and obstruction of
audit processes. These issues, by their very nature, warranted urgent
deliberation by the Board. In such circumstances, recourse to the
proviso to Section 173(3) of the Companies Act, 2013, which permits
shorter notice for the transaction of urgent business, cannot be held to
be per se illegal or unjustified.
25. In order to evaluate the legality of the interim injunction
granted, it is necessary to briefly examine the scope of Sections 169
and 173(3) of the Companies Act, 2013, which govern the process for
removal of a Director and the notice requirements for Board Meetings
respectively. The said provisions read as under:
“169. Removal of directors.
(1) “A company may, by ordinary resolution, remove a director, not
being a director appointed by the Tribunal under section 242,
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reasonable opportunity of being heard: Provided that nothing
contained in this sub-section shall apply where the company has
availed itself of the option given to it under section 163 to appoint
not less than two-thirds of the total number of directors according
to the principle of proportional representation.
(2) A special notice shall be required of any resolution, to remove a
director under this section, or to appoint somebody in place of a
director so removed, at the meeting at which he is removed.
(3) On receipt of notice of a resolution to remove a director under
this section, the company shall forthwith send a copy thereof to the
director concerned, and the director, whether or not he is a member
of the company, shall be entitled to be heard on the resolution at
the meeting.
(4) Where notice has been given of a resolution to remove a
director under this section and the director concerned makes with
respect thereto representation in writing to the company and
requests its notification to members of the company, the company
shall, if the time permits it to do so,4(a)in any notice of the
resolution given to members of the company, state the fact of the
representation having been made; and(b)send a copy of the
representation to every member of the company to whom notice of
the meeting is sent (whether before or after receipt of the
representation by the company),and if a copy of the representation
is not sent as aforesaid due to insufficient time or for the company’s
default, the director may without prejudice to his right to be heard
orally require that the representation shall be read out at the
meeting: Provided that copy of the representation need not be sent
out and the representation need not be read out at the meeting if, on
the application either of the company or of any other person who
claims to be aggrieved, the Tribunal is satisfied that the rights
conferred by this sub-section are being abused to secure needless
publicity for defamatory matter; and the Tribunal may order the
company’s costs on the application to be paid in whole or in part
by the director notwithstanding that he is not a party to it.
xxx xxx xxx xxx
173. Meetings of Board
(3) “A meeting of the Board shall be called by giving not less than
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registered with the company and such notice shall be sent by hand
delivery or by post or by electronic means:
Provided that a meeting of the Board may be called at shorter
notice to transact urgent business subject to the condition that at
least one independent director, if any, shall be present at the
meeting:
Provided further that in case of absence of independent directors
from such a meeting of the Board, decisions taken at such a
meeting shall be circulated to all the directors and shall be final
only on ratification thereofby at least one independent director, if
any.”
A plain reading of the above provisions demonstrates that while the
statute guarantees a Director the right to a reasonable opportunity of
being heard prior to removal, it also expressly permits Board Meetings
to be convened at shorter notice, subject to the prescribed conditions.
The legislative intent behind Section 173(3) of the Companies Act,
2013 is to ensure that companies are not prevented from acting swiftly
in matters of urgency, especially where the Articles of Association so
permit. However, the District Judge appears to have overlooked this
statutory balance, focusing solely on the short notice period without
adequately considering either the urgency involved or the
permissibility of convening meetings on shorter notice under the Act.
26. Moreover, the Impugned Order does not record any findings on
the existence of a prima facie case, balance of convenience, or
irreparable harm, principles that are fundamental to the grant of
interim relief. Nor is there any observation suggesting that the
Appellant acted in a mala fide or oppressive manner. On the contrary,
the urgency cited by the Appellant, including concerns relating to
obstruction of audit processes and financial mismanagement,
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constituted a legitimate basis for invoking the statutory exception
under the proviso to Section 173(3) of the Companies Act, 2013. In
such circumstances, the blanket restraint imposed on the convening
meetings amounts to a pre-emptive adjudication of contested facts and
results in an unwarranted freezing of the Company‟s governance
functions.
27. In this regard, the reliance placed by the District Judge on the
judgment of Chhaya Devi (supra) to hold that an injunction could be
granted against the convening of an EGM, is wholly misplaced. The
said judgment was expressly set aside by the Division Bench of this
Court in the case of Jai Kumar Arya (supra), wherein it was
categorically held that an injunction restraining the holding of an
EGM is impermissible. Thus, the District Judge relied upon a
judgment which was already set aside in the year 2017 itself. The
Court emphasized that allegations of procedural impropriety or lack of
opportunity of hearing do not justify an injunction preventing the
convening of a shareholders‟ meeting, particularly when remedies
under the Companies Act, 2013 are available. Accordingly, the
interim injunction granted by the trial court in that case was vacated.
In the present case as well, there is no material on record to suggest
that the Appellant Company has acted in a manner warranting such an
extreme measure. On the contrary, the Appellant Company has, prima
facie, demonstrated compliance with statutory procedure in convening
the meeting to deliberate on serious governance issues.
28. In the case of Ravinder Sabharwal (supra), this Court has held
that no injunction can be granted to restrain the holding of an EGM,
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even where the Director sought to be removed alleges that no
opportunity of hearing was provided. The Court emphasized that any
such hearing can only take place at an EGM itself, and that the suit
seeking to pre-empt the meeting was premature and not maintainable.
This decision reaffirms that interim relief under Section 9 of the Act
must not obstruct the functioning of corporate bodies, particularly
where the Companies Act, 2013 provides adequate statutory remedies.
In the present case, the injunction granted by the District Judge
effectively curtailed the statutory right of the Appellant Company to
convene a Board Meeting and deliberate on serious governance issues,
a matter squarely within the internal domain of corporate management
and not amenable to injunctive interference.
29. The approach adopted by the District Judge also appears to rest
on an incorrect appreciation of the settled principles governing the
grant of interim relief. No findings have been recorded on the
existence of a prima facie case, the balance of convenience, or the
likelihood of irreparable harm to the Respondent, each of which is a
sine qua non for the exercise of equitable jurisdiction under Section 9
of Act.
30. It is also relevant to consider Section 100(4) of the Companies
Act, 2013, which reads as under:
Section 100 – Calling of extraordinary general meeting.
(4) If the Board does not, within twenty-one days from the date of
receipt of a valid requisition in regard to any matter, proceed to call
a meeting for the consideration of that matter on a day not later than
forty-five days from the date of receipt of such requisition, the
meeting may be called and held by the requisitionists themselves
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within a period of three months from the date of the requisition.
This provision prescribes timelines for calling an EGM and clarifies
the method of computing such timelines. Notably, the day on which
the notice is served and the day of the meeting itself are excluded in
calculating the notice period. Furthermore, where an injunction
restrains the convening of a meeting, the time during which the
injunction operates is excluded from the reckoning of the statutory
period, effectively tolling the running of the timeline. This legal
principle prevents prejudice to the requisitionists due to judicial delays
and aligns with the legislative intent to balance procedural rigour with
operational flexibility. The District Judge appears to have overlooked
this important aspect while assessing the adequacy of notice and the
timing of the Board and General Meetings.
31. The impugned injunction, therefore, suffers from a foundational
infirmity. It fails to adequately considerthe statutory safeguards
enshrined in the Companies Act, 2013, which provide appropriate
remedial mechanisms to address procedural irregularities or to
challenge adverse decisions, including arbitration and statutory
challenges. The pre-emptive restraint imposed by the District Judge,
without justification or due regard to the proper legal principles
governing timeline computation, has unjustifiably stalled a lawful
statutory process and disrupted the corporate governance of the
Appellant Company.
CONCLUSION
32. In view of the foregoing discussion on the factual matrix as well
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as the applicable legal principles, this Court is of the considered view
that the injunction granted by the District Judge, restraining the
Appellant Company from convening Board and General Meetings for
considering the removal of the Respondent from Directorship, was
neither legally tenable nor supported by sufficient factual foundation.
The Impugned Order effectively paralysed the internal corporate
functioning of the Appellant Company and extended relief akin to
final adjudication, despite the absence of any conclusive findings on
the essential elements of interim relief, namely, the existence of a
prima facie case, balance of convenience, or the likelihood of
irreparable harm.
33. Accordingly, the present Appeals are allowed. The Impugned
Order(s) passed are hereby set aside.
34. The parties are left to pursue their respective remedies in
accordance with law, including under the Companies Act, 2013 or
before the Arbitral Tribunal, as and when constituted.
35. Pending applications stand disposed of.
ANIL KSHETARPAL, J.
HARISH VAIDYANATHAN SHANKAR, J.
AUGUST 11, 2025/jn/pl
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