- 1 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 22ND DAY OF SEPTEMBER, 2025 BEFORE THE HON'BLE MR. JUSTICE R. NATARAJ ARBITRATION PETITION-INTERIM MEASURE NO. 9 OF 2025 BETWEEN: BADAL MALICK AGED ABOUT 51 YEARS, 287 SECTOR 37, ARUN VIHAR, NOIDA, UTTAR PRADESH, INDIA - 201303 EMAIL: badal.malick@aya.yale.edu …PETITIONER (BY SRI. MANU KULKARNI, ADVOCATE FOR SRI. A.S. VISHWAJITH, ADVOCATE) AND: 1. ONIONLIFE PRIVATE LIMITED BEARING CIN NO.U72900KA2020PTC133300 INDIQUBE ORION, FIRST FLOOR, 24TH MAIN ROAD, GARDEN LAYOUT SECTOR-2, HSR LAYOUT, BANGALORE-560102 KARNATAKA Email:contact@karmalife.ai ALSO AT: NO.1497, GROUND FLOOR, 19 MAIN ROAD, SECTOR-1 HSR LAYOUT, BANGALORE-560102 KARNATAKA. 2. ROHIT KUMAR RATHI A201, AAKRUTHI SILVERLINE, 27TH MAIN, HSR BANGALORE-560102, KARNATAKA, INDIA EMAIL:rohit@karmalife.ai Digitally signed by SUMA Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 3. NAVEEN KUMAR BUDDA FLAT NO.1164 PRESTIGE IVY TERRACES KADUBEESANAHALLI, BANGALORE-560103 KARNATAKA, INDIA EMAIL:naveen@karmalife.ai 4. 1950 VENTURES FUND I LIMITED C/O AMICORP CAYMAN FIDUCIARY LIMITED, P.O. BOX 10655, GENESIS BUILDING, 3RD FLOOR, UNIT 18, GENESIS CLOSE, GEORGE TOWN, GRAND CAYMAN, KY1-1006, CAYMAN ISLANDS EMAIL:abhishek@1950.vc AND 1950venturesadmin@amicorp.com 5. ARTHA VENTURE FUND I 5, SURYA MAHAL, 1ST FLOOR, BURJORJI BHARUCHA MARG, FORT, KALA GHODA, MUMBAI - 400 001, MAHARASHTRA, INDIA EMAIL:notices@artha.vc 6. ANUP MALASHETTI ASHVED ASSOCIATES PRIVATE LIMITED, MIG II HOUSE NO.100, HUDCO COLONY, GADAG, KARNATAKA, INDIA - 582103 EMAIL:anup.malashetti@aashved.com …RESPONDENTS (BY SRI. PRADEEP NAYAK, ADVOCATE FOR SMT. BHAVYA MOHAN, ADVOCATE FOR RESPONDENTS; VIDE ORDER DATED 10.09.2025, NOTICE TO RESPONDENT NO.6 IS DISPENSED WITH) THIS ARBITRATION PETITION UNDER SECTION 9 [AND AMENDMENT ACT, 2015 (ACT NO.3/2018)] OF THE ARBITRATION - 3 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 AND CONCILIATION ACT, 1996 PRAYING TO ISSUE AN EX-PARTE INTERIM AND/OR AD-INTERIM ORDER STAYING THE OPERATION AND EFFECT OF THE IMPUGNED RESOLUTION PURPORTEDLY PASSED DURING THE EGM OF THE COMPANY DATED 04 JULY 2025 AS WELL AS ANY EFFECT THEREOF AND ETC. THIS PETITION, COMING ON FOR FURTHER HEARING, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE R. NATARAJ ORAL ORDER This application is filed under Section 9 of the Arbitration and Conciliation Act, 1996 (henceforth referred to as 'Act, 1996' for short) as amended by amendment Act, 2015 (Act No.3/2018) for interim measure to (i) stay the operation and effect of the resolution passed during the EGM of the respondent No.1 dated 04.07.2025 (ii) grant interim injunction to restrain the respondents from acting in terms of the impugned resolution passed during the EGM of the respondent No.1 held on 04.07.2025 (iii) restrain the respondent No.1 from issuing/allotting any shares and raising any funds (iv) grant status-quo on the transfer of shares of the respondent No.1 (v) grant status-quo on the disposal of assets and procuring loans (vi) direct the respondents to preserve the - 4 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 minutes and the video recording of the Board Meeting held on 05.06.2025 and the EGM of the company held on 04.07.2025 (vii) grant interim injunction to produce the minutes and the video recording of the board meeting held on 05.06.2025 and the minutes and the video recording of the EGM of the company held on 04.07.2025. 2 (i). Though the application is long drawn and verbose, the relevant facts that can be summed up, are that the petitioner was appointed by AI Foundry Private Limited in September, 2019 as part of the founding leadership to help establish the respondent No.1 along with the respondent Nos.2 and 3. Respondent No.1 was incorporated in March, 2020 and the petitioner was inducted into the respondent No.1 as Chief Business Officer in March, 2020 and was later allotted 18632 equity shares. The respondent Nos.2 and 3 were appointed as directors of the respondent No.1 to fulfil the statutory requirement of the minimum quorum of directors for formation of a private limited company. The respondent Nos.4 and 5 are the share holders in the respondent No.1, while respondent No.6 is a practicing company secretary. - 5 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 ii). The petitioner contends that he was instrumental in setting up and operationalising the Company and made significant investment for the development of the Company, which helped in gaining traction in the market. iii). He contends that in January, 2022, the respondent No.5 offered to invest in the Company, which culminated in the execution of a Share Subscription Agreement-2022 ('SSA-2022' in short) and a Shareholders Agreement-2022 ('SHA-2022' in short) dated 12-01-2022. The petitioner was appointed as Chief Business Officer (henceforth referred to as 'CBO') by the respondent No.1 in terms of an employment agreement dated 28-01-2022. As the petitioner was one of the founders of the Company, his name appeared in the SHA-2022 as “Founder” and he was entitled to certain rights which were specifically reserved. iv). The petitioner contends that as CBO, he was performing his duties loyally and the respondent No.2 used the acumen of the petitioner for the betterment of the Company. He contends that he was not made privy to important discussions about fund raising and was sought to be - 6 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 marginalised. Later after negotiations, the petitioner was granted a seat as an observer on the board of directors of the Company. The petitioner contends that around that time, the respondent No.2 was pushing a Clause to be incorporated in the SHA for the round of funding in 2023, a “founders representative”, by which respondent No.2 would represent all the founders. However, the petitioner resisted the inclusion of such a Clause which was purportedly detrimental to the Company and later it was dropped. The Company raised additional funding in March, 2023 and issued 35309 Pre-series A2 CCPS to certain subscribers including respondent No.5. Following this a SSA 2023 and SHA 2023 were executed. v). He contends that when the Company started gaining momentum, in October 2024, the respondent No.4 sought to invest in the Company. The Petitioner received a request for consent under Article 16.15 of the SHA-2022 for the first tranche of the secondary transaction by AI Foundry with respondent No.4, for the sale of portion of AI Foundry’s shareholding in the Company. The petitioner gave his consent as a founder. Thereafter a Share Subscription Agreement-2025 - 7 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 (SSA-2025 in short) and a Shareholders Agreement-2025 (SHA-2025 in short) were executed. As per Clause 10 of the conditions subsequent under Schedule 6 of the SSA-2025, the Company had to enter into a new employment agreement within 30 days from the date of closing. The petitioner claims that though the closing date was 19.04.2025, yet no employment agreement was entered into. vi). Petitioner claims that he was drawing a salary of Rs.3,00,000/- per month and was denied increments and after deliberations and requests, the respondent No.5 agreed to a 20% increase for each founder, effective from April, 2023, along with a variable bonus based on achievement of certain milestones in financial year 2024. This was also agreed by the respondent No.2 but was never executed. The petitioner claims that in view of the delay in granting the salary increments, he wrote an email to the respondent Nos.2 and 5 on 16.02.2025 for modification of his employment agreement to enable him to take on non-competing consulting and advisory assignments. vii). This, the petitioner claimed was an interim arrangement till the company had sufficient funds to pay the - 8 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 arrears as well as the promised founders salary corrections. Later an addendum to the employment agreement was executed on 13.03.2025 adding Clause 8.2 by which the petitioner was allowed to take up non-competing assignments as agreed. Subsequently, after closure of 2025 funding round, a meeting was scheduled on 06.05.2025, between the petitioner and respondents, whereat, the petitioner voiced certain concerns regarding the company's core business strategy, operations as well as decision making, organizational issues, amongst other concerns. The Petitioner claims that he was surprised when the respondents instead of addressing the issues raised, sought his exit from the company. Later by an email dated 18.05.2025, the petitioner informed the respondent No.2 that the agreements between the parties did not allow for such a forced exit and that he never asked to be released from his role or for an exit from the company. viii). When things stood thus, the company issued a notice for the first Board of Directors meeting on 05.06.2025, where one of the items on the agenda was the approval of termination of the petitioner as Chief Business Officer and - 9 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 founder of the company. The petitioner contends that Clause 1.3(b) of Schedule V of the 2025 SHA, as well as Schedule VI of the Articles of Association, require at least 14 days prior written notice of every board meeting to be given to every Director and observer which was not followed. The petitioner claims that though the notice referred to some issues and concerns relating to the performance of his duties there were no further details mentioned in the notice. By the said notice, consent was sought from the Board of Directors for the petitioner’s termination as Chief Business Officer as per the employment agreement and also as a founder of the company. Another item on the agenda was to amend the articles of association to remove the reference to the petitioner as a founder. The petitioner contends that this notice itself acknowledged that any change in the articles of association should require the approval of shareholders through a special resolution at the general meeting and prior written approval of the founders and investors super majority. ix). He further contends that Article 8 of SHA 2025 requires that any action or decision relating to any reserved - 10 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 matters under Schedule VI of the 2025 shareholders agreement, will require prior written approval of the founders and the investors super majority. Further Clause 13 of Schedule VI of the 2025 SHA states that amendment to charter documents is a reserved matter and hence any amendment to the articles of association of the company to remove the petitioner as a founder is a “reserved matter” and would require prior written consent of the founders. He contends that Clause 16.8 of the 2025 SHA provides that no amendment/variation to 2025 SHA shall be binding, unless such amendment, variation is in writing and is duly signed by the founders, the company and the major investors. He also contends that the aforesaid clauses are incorporated in the articles of the company for protection of his rights. x). He contends that the notice of the meeting dated 05.06.2025 mischievously stated that as the petitioner was the founder, the agenda item to remove him as founder and Chief Business officer of the company was directly related to him and hence his prior written consent was not required. He claims that this is completely contrary to the terms of SHA and the - 11 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 articles of association, which nowhere makes such an exception, even if he is an interested party. xi). The board meeting was held on 05.06.2025, whereat respondent Nos.2 to 5 gave their consent and supported the agenda for termination of the petitioner as the Chief Business Officer and Founder of the company, for amendment of the Articles of Association and for convening an EGM for ratification of the amendments. The petitioner claims that ironically he was not allowed to vote on these agenda items on the ground that he was an interested party. The petitioner contends that the respondents issued a termination letter dated 09.06.2025 based on the resolution approved in the board meeting and his employment as Chief Business Officer was terminated under Clause 13.1 of the employment agreement without cause. The petitioner claims that he was required to resign from all positions in the company including his position as a founder of the company. xii). The petitioner claims that this was not in line with the notice which was for termination of the petitioner as founder of the company. He claims that there was no basis for - 12 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 seeking his resignation as the founder of the company, as Clause 13.6 of the employment agreement did not indicate that termination of his employment would invariably result in resignation from the post of founder. He contends that founder is not a position under the employment agreement or the SHA 2025 and petitioner was not paid for being a founder but was paid for being the Chief Business Officer of the company. xiii). He also contends that there was no clause in the SHA 2025 and in the articles of association, which provided for his termination as a founder, as it was not a designation, but a defined term to indicate as to who were the founders of the company. The petitioner claimed that he sought the minutes of the meeting and video recording of the meeting held on 05.06.2025, to respond to the termination letter. However, the respondent No.2, shared only an extract of the purported resolution passed at the Board meeting, approving the termination of the petitioner's employment as Chief Business Officer and a resolution not to recognize and or consider the petitioner as a founder of the company. He claims that the purported extracts of the resolution are contrary to the Board - 13 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 meeting as well as the termination letter. Later the petitioner issued a response dated 24.06.2025 to the termination letter highlighting the illegality of the notice and the board meeting. A reply from the counsel for respondent Nos.1 and 3 was received on 30.06.2025, whereby it was stated that they were in the process of preparing a detailed response. The petitioner claims that this interim response was a dilatory tactic used by the company and the respondent Nos.2 and 3, so as to allow the company to go ahead with a proposed EGM to ratify the unlawful termination of the petitioner as founder of the company. The petitioner raised his genuine apprehensions by his letter dated 02.07.2025. He also requested that the EGM be deferred or cancelled until his concerns were addressed and resolved. Despite the above, the EGM was not deferred or cancelled which compelled the petitioner to write another letter dated 03.07.2025 highlighting that the petitioner had expressed his absolute and clear veto against the agenda regarding his termination as Chief Business Officer and founder of the company. He also claimed that the resolution passed in the board meeting was in violation of 2025 SHA and the articles of association. Despite the above, the respondents proceeded - 14 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 with the EGM and approved the amendments to the articles of association, disregarding the veto of the petitioner against the proposed move. During the EGM, respondent No.2 represented the respondent Nos.4 and 5 and other investors. He therefore contends that the EGM was not passed in accordance with the provisions of the Companies Act, 2013 and is therefore a nullity. He also contends that the amendment to the Articles of Association to remove the reference to the petitioner as a founder is illegal and contrary to the contractual provisions as highlighted above. He contends that though the articles of association was amended to remove him as a founder, the 2025 shareholder agreement remained in effect. He claims that he is also a founder of the company under the share holders agreement 2025, which continues to be binding upon the company as well as its share holders. He claims that Clause 16.19 of the share holders agreement 2025 clearly provides that in the event of a conflict between the articles of association/memorandum of association and the transaction documents namely 2025 SHA, the transaction documents shall prevail over the charter documents and the charter documents shall always mirror the provisions of the transaction - 15 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 documents. He therefore contends that the provisions of 2025 SHA will prevail over the amendments to the articles of association. He contends that by a letter dated 08.07.2025 he, through his counsel, sought for the video recording and the minutes of the EGM held on 04.07.2025. A copy of this was also marked to the respondent No.6, who responded by an email on the same day requesting his name to be removed from the letter and to not mark him in future communications. The petitioner contends that the video recording and minutes of the EGM held on 04.07.2025 and the Board meeting dated 05.06.2025 were not provided to him. xiv). The petitioner contends that he received a reply dated 10.07.2025 to his response to the termination letter where, a flurry of unsubstantiated allegations were made against him. It was alleged that the petitioner had laid blocks against the Company raising funds and that he had acted only to safeguard his interest and did not carry out his roles and responsibilities as a CBO etc. The petitioner claims that these allegations were made only to avoid paying the salary increments due to him. In any event, he contends that when - 16 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 his termination was “without cause”, these allegations were not relevant. The petitioner contends that his removal as a founder of the Company is illegal and have amendments to the AoA is in blatant disregard to the SHA-2025 and he was forced to exit the Company, which he had co-founded. The petitioner is therefore before this Court seeking the aforementioned interim reliefs. 3(i) The petition is opposed by the respondent No.1, who has filed a detailed statement of objections inter alia contending that respondent No.1 was originally put in place by the respondent Nos.2 and 3, who had started the work on respondent No.1 and had even incurred the initial expense for the proposed company out of their own personal savings. Thereafter, the respondent No.1 proposed by respondent Nos.2 and 3 got incubated into an incubation programme of AI foundry for founders to establish their start-ups through which incubation programme, respondent Nos.2 and 3 laid down the initial building blocks of respondent No.1 and began formulating the products that were proposed to be launched. AI Foundry also through the incubation programme assisted by identifying - 17 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 new investors and assisted respondent Nos.2 and 3 in appointing key employees. It was also committed to invest into the proposed company as seed funding. It was during this incubation period that AI foundry recommended that respondent Nos.2 and 3 bring on board a chief business officer for the company proposed to be incorporated which would help with the growth and expansion of the business. AI foundry short-listed, recommended and negotiated with the petitioner regarding his salary as he would be coming at an early stage. AI foundry had even negotiated the allotment of certain equity shares in the proposed company in favour of the petitioner. Pursuant to the above respondent Nos. 2 and 3 incorporated respondent No.1 on 12.03.2020. The petitioner was also appointed as a Chief Business Officer in March, 2020 and 18632 equity shares of respondent No.1 were duly allotted to him. The respondents claim that it became clear over time, that the goals and aims inter-se respondent Nos.2 and 3 and the petitioner were not aligned. It is contended that while respondent Nos.2 and 3 were focused on growth of the respondent No.1 by putting aside their own personal benefit, the petitioner’s sole focus from the very beginning was his own - 18 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 personal benefit. The respondents contend that during the early stages of the company, COVID-19 pandemic struck leading to a lockdown across India on 25.03.2020. This heavily impacted respondent No. 1 as well as the ability and appetite of investors to invest. However instead of being supportive in such an unprecedented situation and prioritizing the survival of respondent No.1 which was evidently at its nascent stage, the petitioner concentrated on the compensation payable to him. The respondent No.2 alleged that around November, 2020 when respondent No.1 was in the process of raising its angel round investment, instead of assisting it, the petitioner created several road blocks to the said round leading to delay and even attempted to block the said round. Even after several months of discussions when respondent No.1 was in a financially precarious situation, the petitioner held respondent No.1 hostage and blocked much needed funding from coming to leverage his own personal benefit. This pattern allegedly repeated in every instance when respondent No.1 was procuring funding, to the extent that several potential investors finally backed out of investment rounds as a result of the petitioner’s conduct. - 19 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 ii). The respondent contends that the petitioner's assertion that he performed his role as a Chief Business officer and founder of the company with full dedication and loyalty by allegedly actively in seeking funding opportunities and partnerships for the company as well as in conceptualizing, innovating and deploying financial products are completely false and contrary to the record. The respondent No.1 claimed that the petitioner failed to show the necessary dedication and diligence required from the CBO of the company as he often abandoned initiatives that he himself had proposed and did not successfully execute them and also failed to develop relationship with potential clients. It is alleged that the petitioner’s conduct also led to a number of partners of the company ceasing business relationship with the company. The petitioner’s conduct in handling even the existing clients of the company was undesirable, leading to the existing clients of the company raising issues in that regard. The petitioner allegedly introduced only a few new partners but thereafter failed to ensure that they were on boarded onto the company and avail the services of the company. The petitioner allegedly failed to take his own ideas to fruition and often lost interest in the - 20 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 same. The respondents allege that the petitioner’s conduct within the company, with his own team members, other partners on boarded by the company, investors etc., was also abysmal leading to several complaints both formal and informal being raised against him. The respondent alleges that the petitioner repeatedly failed in his role as Chief Business Officer and founder of the company and acted detrimental to the interest of the company and its progress. It is alleged that though, respondent Nos.2 and 3 were tolerant to the extent possible of the petitioner's shortcomings in the light of his long standing association with the company, the petitioner's unabashed conduct in holding the company hostage in the investment round with respondent No.4 for almost a year from April 2024 to February 2025, left the company, respondent Nos.2 and 3 and the investors in the company with little choice but to terminate his employment with the company. As a consequence, he was relieved of all his roles/positions in the company, including that of a Founder. It is alleged that in April 2024 as a result of the efforts made by respondent Nos.2 and 3, the respondent No.4 agreed to invest in the company and extensive negotiations took place with respect to the said - 21 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 proposed fund raise between respondent No.4, the company and the other investors. It is alleged that as soon as the petitioner learnt about the possibility of a new funding round, he made it clear that he would not co-operate with the investment coming in, until he received an immediate founder salary correction and an opportunity for secondary sale of the shares to create liquidity. He insisted further that unlike respondent Nos.2 and 3, he was no longer willing to accept the capped salaries which was the norm for founders. By January, 2025 after much back and forth, respondent No.2 shared all documents for the proposed fund raise but the petitioner started threatening that he would not sign on the fund raise documents, if respondent Nos.2 and 3 were unable to get the investors on board to comply with his demands. He also allegedly threatened to exit the company when respondent No.3 proposed a fair methodology of exit and claimed that the petitioner could have discussed with the existing and new investors, but he stymied the process. Even he demanded that he needed a minimally assured transition for a period of 18 months starting from 01.04.2025 in the form of a consultancy agreement during which transition period he would expect a - 22 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 much higher salary. There were also other unreasonable demands made by the petitioner seeking vesting of all locked shares held by him in the company much before the due date. iii). The respondents alleged that alternatively, the petitioner demanded an immediate liquidation of his shares in the company at fair market value. The petitioner also made it clear again that he would not co-operate with the fund raise unless and until the terms he had put forth is negotiated by respondent Nos.2 and 3 on his behalf with the existing as well as the new investors. The investors however did not accept these demands of the petitioner as they found it to be unreasonable and the funding round reached a stalemate. iv). It is alleged that after the respondent No.2 requested the petitioner multiple times for his cooperation, in the light of the fact that if the funds did not come, there would be no money to pay his salary, the petitioner finally agreed to cooperate on the condition that his demands would be closed out after the round. Before signing off on the investment documents however, the petitioner demanded a modification to his employment agreement to enable him to take on non- - 23 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 competing and non-conflicting consulting and advisory assignments, outside the company which was agreed to by the investors and the company to facilitate the long standing investment round. The petitioner purportedly then signed on the investment documents after the investors and respondent No.1 agreed that an addendum to his employment agreement would be executed to capture the above. Accordingly, an addendum was executed between the company and the petitioner on 13.03.2025. v) After the respondent No.4 invested in the company, a share subscription agreement dated 25.02.2025 and a shareholders agreement dated 28.02.2025 was executed. Under the shareholders agreement, the respondent Nos.2 and 3 and the petitioner were defined as founder Nos.1, 2 and 3 respectively. The respondent No.1 claimed that this was a mere duplication of the previous investment documents and did not confer any elevated status on the petitioner on account of purported contributions made by him to the company. The respondent No.1 contends that after the closure of the funding round with respondent No.4, a meeting was scheduled on - 24 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 06.05.2025 between the petitioner and the respondent Nos.2 to 5. A.I. Foundry, the initial investor that had on-boarded the petitioner into the company was also present at that meeting. The objective of this meeting was to understand whether the petitioner was aligned with the interest and growth of the company. At the meeting, the respondent Nos.2 to 5 highlighted their concerns regarding the petitioner’s non- performance in his role as CBO and the impediments that he had created for the company’s growth at every stage. The majority investors namely, the respondent Nos.4 and 5 also communicated that the petitioner should stop acting as an employee or consultant and develop a solution based mindset. It is alleged that as the petitioner was unable to persuade respondent Nos.2 to 5 that he would act in the best interest of the company going forward and hence, it was decided by respondent Nos.2 to 5 in their capacity as directors/shareholders of the company that the petitioner’s employment and association with the company should be brought to an end. The petitioner was given time until 09.05.2025 to get back after sorting things out at his end. However, no response was received from the petitioner. - 25 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 Thereafter, a notice calling a board meeting was issued on 04.06.2025 to hold a meeting on 05.06.2025. Copy of the notice was served on the petitioner. One of the agenda items in the notice was the termination of the petitioner as founder and CBO of respondent No.1. However, the notice also recorded that the petitioner’s termination would be without cause, to ensure that he would be able to retain his shares in the respondent No.1. The other agenda was the approval of the amendment to respondent No.1’s Articles of Association and to approve and authorise convening an EGM of the shareholders of respondent No.1 for approval and adoption of the amendments proposed to the Articles of Association. The proposed amendments were also included in the notice. Accordingly, a board meeting was conducted on 05.06.2025, which was attended by the respondent Nos.2 and 3, the petitioner, and an investor observer. Under the employment agreement, the Board of Directors of the company were entitled to terminate the employment of the petitioner at any time with or without cause and with immediate effect. Accordingly, the resolution pertaining to the termination of the petitioner from the position of CBO and founder was duly - 26 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 passed by the directors present and voted at the meeting. In the light of the termination of the petitioner's employment of the company and the consequence that he would resign from all his roles/positions in the company, the amendments proposed to the Articles of Association to delete references to the petitioner as founder were also approved. Pursuant to the resolution passed at the board meeting, the petitioner was issued a termination letter dated 09.06.2025, which recorded that the petitioner was terminated from the position of CBO under clause 13.1 of the employment agreement with immediate effect. The termination letter also recorded that as a consequence of his termination and in accordance with clause 13.6 of the employment agreement, the petitioner is to promptly resign from his position and role as founder within 5 days, failing which his status of role founder would be deemed to be terminated on the 5th day. The petitioner contended in response to the said termination notice that his prior consent was not sought to pass the agenda items falling under the reserved matters list under Schedule VI of the SHA - 2025. The respondent No.1 claimed that the petitioner’s termination from the position of CBO is not a reserved matter under Schedule VI - 27 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 of the SHA because his employment as CBO was terminated as contemplated under the employment agreement. It contended that the removal of references to the petitioner as founder in the Articles of Association of the company is a consequence of clause 13.6 of the employment agreement, which made it clear that he would not hold any position or role in the company after termination of his employment. It claimed that in any event, the petitioner being an interested party could not have voted or vetoed a resolution removing references to him as founder in the Articles of Association. vi) The respondent No.1 contends that even otherwise, the majority of the founders namely, the respondent Nos.2 and 3 had resolved and approved the deletion of references to the petitioner as founder, which satisfied the requirement of law. The respondent No.1 contends that as per the request of the petitioner, he was provided with the extracts of the board meeting conducted on 05.06.2025. As the petitioner was not a director on the board, his request for a video recording of the meeting was refused. The respondent No.1 contends that there was no fabrication of the minutes passed during the meeting - 28 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 conducted on 05.06.2025. In any event, the respondent claims that the allegations with respect to fabrication of minutes of meetings of the Board of Directors are in effect allegations of mismanagement against the Board, Company and they cannot lie within the purview of the present application and are not arbitrable under the Arbitration Act. vii) The respondent No.1 contends that the petitioner was served with a notice dated 13.06.2025 intimating him regarding the EGM schedule to take place on 04.07.2025. The respondent No.1 contends that despite having over a month's advance notice of the EGM scheduled on 04.07.2025, the petitioner chose to approach the Commercial Court seeking interim reliefs only in 21.07.2025. The petitioner requested to defer, cancel the EGM scheduled on 04.07.2025 on the ground that his letter dated 24.06.2025 was not responded by the respondent No.1. The respondent No.1 contends that the petitioner holds approximately 6.19% of the shareholding of the company on a fully diluted basis. As such, he does not have the necessary shareholding under the Companies Act to obstruct EGMs of the members of the company. The EGM was - 29 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 duly conducted on 04.07.2025 with the requisite quorum of the members and the resolution approving the amendments to the Articles of Association removing references to the petitioner as founder was passed by all the shareholders present except the petitioner. viii) The respondent No.1 contends that the dispute in question arising from the shareholders agreement is not arbitrable. The respondent No.1 contends that this application under Section 9 of the Arbitration Act for interim reliefs, is therefore not maintainable in law. Further, it is contended that any challenge to the validity of the amendments carried out to the company's constitutional documents would need to be filed before the NCLT as it is the specialized forum with exclusive jurisdiction to look into disputes arising between shareholders or before the civil courts as appropriate. In this regard, reliance is placed on the judgment of the Hon'ble Apex Court in Vidya Drolia vs Durga Trading Company [(2021) 2 SCC 1] that intra-company disputes are per se not arbitrable, but should be adjudicated by a centralized forum like the NCLT. It is also contended that the petitioner's relief in arbitration would be the declaration that the amendments made to the Articles of - 30 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 Association are void and therefore, no interim relief, which borders on the final relief could be granted. ix) It is contended that the other reliefs sought for relate directly to the operations and management of the company. It is contended that the petitioner has sought injunctive relief, which if granted would disable the company from issuing/allotting shares, raising funds/debt, disposing assets and the shareholders of the company from transferring shares of the company. It is claimed that reliefs of this nature, which go to the core of the day-to-day operations and management of the company cannot be sought in an arbitration between shareholders. These are necessarily to be claimed before the NCLT under the Companies Act, 2013. It is contended that since the petitioner does not have the requisite shareholding to approach the NCLT under the Companies Act 2013, the petitioner has sought to dress up the reliefs sought in the present application as an attempt to enforce his contractual rights under the shareholders agreement. It is contended that the reserved matters set out in the shareholders agreement do not entitle the petitioner to the broad strokes injunction sought by him. For instance, it is contended that, no blanket bar on - 31 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 transfer of shares of the company without the affirmative vote of the founders, could be granted. Further, it is contended that a privately constituted Arbitral Tribunal does not have the jurisdiction to impose restrictions on transfer of shares in a private company. Therefore, seeking a blanket embargo on the company undertaking funds and debt raising activities is clearly a malafide attempt on the part of petitioner to bring the company’s operation to a standstill. It is contended that the petitioner cannot claim the final reliefs by way of an interim measure and therefore, the interim reliefs sought for by the petitioner cannot be granted. This apart, it is contended that the issues that form the subject matter of the petitioner’s application are per se not arbitrable. It is contended that even if for the sake of argument, it is considered that the cause of action in this particular instance has arisen both under the SHA - 2025 and from the corporate actions of the company, it would still amount to splitting of the cause of action, which is impermissible. In this regard, reliance is placed on the judgment of the Hon'ble Apex Court in Sukanya Holdings Private Limited vs Jayesh H Pandya and another [(2003) 5 SCC 531] that bifurcation of the cause of action is not - 32 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 contemplated under law. As regards the removal of the reference to the petitioner as a founder in the Articles of Association consequent to his removal from the post of CBO, the respondent No.1 contends that the definition of employment agreement under the SHA - 2025 means an agreement between the founder and the company which governs the terms and conditions of the founder’s employment with the company. The term "founder" is not separately defined and refers to individuals. Under these circumstances, there can be no dispute that the employment of a founder flows from his respective employment agreement with respondent No.1 and therefore, termination of the founder shall also be as provided for either under the employment agreement or under the shareholders agreement. The respondent No.1 contends that this is borne from clause 13.6 of the employment agreement, which requires a founder to step down from all roles, positions in the company if his employment is terminated for any reason. x) It is contended that the petitioner's argument in the application that the role of founder is essentially a fiction created by the SHA - 2025, which does not provide for any - 33 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 specified mode of termination, is not justified. It is contended that the SHA - 2025 clearly provides that the employment agreement between the founder and the company will govern employment and the founder status. It is claimed that the petitioner's attempt to tie the position of founder to his shareholding is also misconstrued as there is nothing in the SHA - 2025 or employment agreement to suggest that his position of founder is dependent of his being a shareholder. xi) With these and other contentions, the respondent No.1 contends that the petitioner cannot continue as a founder of the respondent No.1 in view of his termination as a Chief Business Officer. 4. The learned counsel for the petitioner urged the following contentions:- (i) That the petitioner was part of the founding leadership team to build a financial solution for AI Foundry. Later, the Company was incorporated on 12.03.2022 followed by A SSA-2022 and SHA-2022 in terms of which the respondent No.5 sought to invest in the Company. Later, an employment agreement dated 28.01.2022 was entered into - 34 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 between the petitioner and the Company, whereby he was appointed as a CBO. Since the petitioner was one of the founders of the Company and a minority shareholder, he was entitled to certain rights, which were specifically reserved for him in the SHA-2022. He contends that in March 2023, the Company raised additional funding and issued 35309 pre-series A2 CCPS to a few subscribers including respondent No.5 and SSA-2023 and SHA-2023 were executed. He contends that this established the stellar quality of service rendered by the petitioner as a CBO of the company. ii) He contends that during 2024, the respondent No.4 sought to invest in the company and the petitioner as one of the founders and CBO consented to the same forthwith. This resulted in SSA-2025 and SHA-2025. He contends that though the SHA-2025 contemplated execution of a new employment agreement within 30 days from the closing date, the same was not done. He contends that there were several outstanding issues between the petitioner and other founders/directors, which remained unresolved and the petitioner found the transactions of the company opaque and therefore, raised these issues but was called upon to exit from the company. He - 35 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 contends that a notice of the first Board of Directors meeting was issued proposing the meeting on 05.06.2025 and one of the items on the agenda was the approval of the termination of the petitioner as CBO and Founder of the Company as per the employment agreement. Another item was to amend the Articles of Association to remove reference to the petitioner as a founder. He contends that the meeting notice was served on him the previous day though clause 1.3.(b) of Schedule-V of SHA 2025 mandated that it should be issued at least 14 days in advance. He contends that as per SHA 2025, any removal or change of his employment would require written approval of the Founders and the Investors Super Majority. Likewise, any change to the AoA required the approval of the shareholders through a special resolution at a general meeting and prior written permission of the Founders and Super Majority of Investors. Besides this, amendment of AoA being a "reserved matter" under Schedule VI of SSA-2025 required prior approval of the Founders and the Investors Super Majority. He contends that despite the above deficiencies, the meeting was held on 05.06.2025 and the respondent Nos.2 to 5 gave their consent to terminate the petitioner as CBO and Founder of the company - 36 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 and for amendment of AoA and to convene a EGM to ratify the amendments. He contends that the petitioner though being a Founder of the Company was not allowed to vote against the agenda on the ground that he was an interested in the outcome of the deliberations at the meeting. He contends that a letter of termination dated 09.06.2025 was issued terminating the petitioner from the position of CBO of the company without any cause. It also called upon the petitioner to resign from all positions with the company within 5 days, failing which, his role as a Founder in the company would be deemed to be terminated. iii) He contends that the Employment Agreement dated 28.01.2022 did not contemplate termination of the petitioner as a Founder of the company and Founder was not a position in the company for clause 13.6 of the Employment Agreement to apply. He contends that there is no clause in SHA 2025 and in the AoA that provides for termination of the petitioner as a Founder as he was not employed as a Founder. Therefore, he contends that the approval granted by the Board to the agenda items to terminate the petitioner as Founder of the company was unenforceable. - 37 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 iv) He contends that the termination of a Founder’s employment can be terminated under SHA 2025 under three circumstances, (i) termination for cause, (ii) termination for cause on account of fraud, (iii) termination for good reason. In the instant case, he contends that there was no reason mentioned for termination of the petitioner as a Founder and hence, his termination “without cause” was not tenable and therefore, contends that his rights as a Founder under the SHA 2025 subsists despite his termination as CBO under the Employment Agreement. He claims that his right as a Founder cannot be extinguished until his shareholding is purchased. v) He contends that amendment of AoA was a "reserved matter" under the SHA - 2025 and therefore, no amendment without the prior approval of the Founders and Super Majority of Investors could be brought about. He contends that he was not allowed to vote on the ground that he was interested in the outcome of the meeting. He contends that even at the EGM held on 04.07.2025 when he protested against amending the AoA, but disregarding his protest the amendments were approved. He contends that as a Founder, he is entitled to rights as recognised in clause 8 of SHA - 2025, - 38 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 information rights and the status of an observer. He contends that these rights were mirrored in the AoA. He contends that as per amending articles at Part-B of the AoA, whenever there was any conflict between the charter documents and the transaction documents, it is the latter that should prevail. He therefore, contends that termination of the petitioner as Founder of the Company is not lawful and amending the AoA without following the due process does not obliterate the right of the petitioner. vi) Besides this, he contends that his name continues to appear as a Founder in the SHA-2025 and therefore, it binds the company as well as the shareholders. He further contends that the company is bound to preserve the minutes of the Board meeting held on 05.06.2025 and the EGM dated 04.07.2025 and the video recording of both the meetings and the Company is bound to produce it whenever required before any Court of law. 5. The learned counsel for the respondent No.1 replied as follows: (i) That the petition has become infructuous as after the resolution dated 04.07.2025 at the EGM of the Company, - 39 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 the amendments to the AoA are carried out and the amended AoA is filed with the Ministry of Corporate Affairs and hence, has become a part of public records. (ii) That the interim relief and the final relief that the petitioner may claim in the arbitration proceedings being the same cannot be granted, as doing so would restore the status quo ante before the resolution at the EGM dated 04.07.2025 was passed. (iii) That granting the interim reliefs would amount to interfering with the corporate affairs of the company. That the issue raised is a intra-company affair that concerns the company and its shareholders and has to be adjudicated upon by the Tribunal as provided under Sections 241 and 242 of the Companies Act, 2013. Reliance is placed on the judgments of the Hon'ble Apex Court in Vidya Drolia and others, referred supra, and Booz Allen and Hamilton Inc. vs SBI Home Finance Limited and others [(2011) 5 SCC 532]. (iv) That the relief to restrain the company from issuing/allotting/transferring shares can be considered by the Tribunal under Section 242 of the Companies Act, 2013 and hence, is not arbitrable. Likewise, it is contended that the - 40 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 Companies Act, 2013 confers exclusive jurisdiction on the National Company Law Tribunal to adjudicate issues raised in this petition and hence, are not arbitrable. Reliance is placed on the following judgments: (a) Siddharth Sahib Singh vs. Apex Council of DDCA [2023 SCC Online Del 3967] (b) Selvarathnam and another vs. Standard Fire Words Pvt. Ltd., [2017 SCC Online Mad 37979] (c) Invesco Developing Markets Fund and another vs. Zee Entertainment Enterprises Ltd., and another [2022 SCC Online 630] (d) Anupam Mittal vs. People Interactive (India) Private Limited and others [2023 SCC Online Bom 1925]. (v) That it is settled law that if there is any inconsistency between charter documents and the transaction documents, it is the charter documents namely, the AoA that should prevail. In this regard, reliance is placed on the judgment of High Court of Delhi in World Phone India P. Ltd., and others vs. WPI Group Inc. USA [2013 SCC Online Del 1098] and the judgment of Hon'ble Apex Court in Vodafone International Holdings BV vs. Union of India [(2012) 6 SCC 613]. - 41 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 (vi) That the petitioner was terminated as a Founder as per the employment agreement dated 28.01.2022. That the employment agreement was defined under the SHA - 2025 as an employment agreement between the Founders and the company. As such, the employment of a Founder and his status flows under the employment agreement. That termination of the petitioner from his position as CBO and consequently from his status as a Founder does not trigger the reserved matter under Schedule VI of the SHA. That under Clause 13.6 of the employment agreement, the petitioner was required to resign from all roles/position in the company upon his termination for any reason. That the SHA and the transaction documents vested in the Founders the right to take decisions to aid the management of the company. That the petitioner cannot split up cause of action by not questioning his termination as CBO and questioning his termination as founder. Reliance is placed on the judgment of the Hon'ble Apex Court in Sukanya Holdings Private Limited, referred supra. vii) That the Founder is expected to be present for the day-to-day functioning of the company. Therefore, after - 42 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 termination of the petitioner as CBO, it is meaningless for him to claim continuation as a founder as he would have no role to play. viii) that there is no prima facie case for grant of injunctive reliefs and the balance of convenience does not lie in favour of the petitioner. On the contrary, granting these reliefs could cause irreparable loss and injury to the company, as the petitioner may throw a spanner in the works and cripple the day today functioning of the company if his status as a founder is restored. 6. In reply, the learned counsel for the petitioner contended as follows: (i) That clause 13.6 of the employment agreement does not indicate resignation from the position of founder as it is not a position. He was not paid for being a Founder and was not employed as a Founder but was appointed as CBO. Clause 13.6 referred to position as “managerial or directors” and not founder. (ii) Amendment of charter documents is a reserved matter and any amendment should require the prior - 43 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 approval of the founder, which includes the petitioner apart from the super investor majority. He therefore, submits that the amendment to AoA is null and void. (iii) That termination of founders employment can be done under three circumstances and in the instant case, none of the three circumstances are applicable. (iv) Sections 241 and 242 of Companies Act, 2013, deal with disputes pertaining to oppression and mismanagement while Section 245 deals with class action. The disputes in the instant case arise out of SHA - 2025 and are arbitrable. In support of this contention, he relied upon the following precedents: (a) Rishima SA Investments LLC vs. Shristi Infrastructure Development Corporation Ltd., [2017 SCC Online NCLT 12082]. (b) VGP Marine Kingdom Private Limited and another vs. Kay Ellen Arnold [(2023) 1 SCC 597. - 44 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 (c) Uphealth Holdings INC. vs. Glocal Healthcare Systems Pvt. Ltd., and others [2023 SCC Online Cal 2442]. (d) Macquarie SBI Infrastructure Investments Pvt., Ltd., and another vs. K. Sadananda Shetty and others [2021 SCC Online NCLAT 959]. (e) Sidharth Gupta and others vs. M/s. Getit Infoservices Private Limited and others [CA No.128/2014 in C.P.No.64/2014]. (f) Bialetti Industries S.P.A. vs Rachit Suresh Gangar and others [MANU/CL/0039/2012]. v) That interim reliefs could be granted, even if it had any bearing on the final reliefs. He relied on the following judgments:- (a) Deoraj vs. State of Maharashtra and others [(2004) 4 SCC 697]. (b) Dorab Cawasji Warden vs. Coomi Sorab Warden and others [(1990) 2 SCC 117]. (c) Hammad Ahmed vs. Abdul Majeed and others [(2019) 14 SCC 1]. - 45 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 7. I have considered the submissions of the learned counsel for the petitioner and the learned counsel for the caveator / respondent No.1. 8(i). At the outset, this Court is anguished over the convoluted, long drawn petition, which is a heady mix of facts, arguments, accentuated by references to documents, reference to precedents, etc. Pleadings are just facts and nothing more. It is always desired that facts without any embellishments are referred and the grounds supporting the reliefs are quoted separately, so that a reader can discern them properly. However, the growing trend is to inextricably mix pleadings with arguments and garnish with quotes, extracts from judgments etc. There is also a growing tendency amongst Lawyers to use high decibel words in pleadings by being enamoured by the status of the parties or the stakes involved or the classification of the case by the Court. In the instant case, an innocuous petition under Section 9 of the Arbitration and Conciliation Act, 1996 for interim reliefs that must have been concise, runs into fifty three pages and the enclosures run into a thousand pages, the objections to the application adds a few hundred pages, leading the Court to scramble for the - 46 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 necessary facts to decide the case. The staff assisting the Court in cross checking the dates, events as recorded in the judgment would be left exasperated, leading to further delay in releasing the judgment. Therefore, this has to stop as it would contribute to delayed and denied justice. In a recent decision by a Federal Court in Florida, a defamation lawsuit filed by the President of United States against New York Times was thrown out as it was overly long and full of "tedious and burdensome" language that had no bearing on the legal case. The Judge ruled that "a complaint is not a megaphone for public relations or a podium for a passionate oration at a political rally”. "This action will begin, continue, and end in accordance with the rules of procedure and in a professional and dignified manner". The Judge gave the President twenty eight days time to file an amended complaint that did not exceed forty pages. While parting, the Judge said, “Although lawyers receive a modicum of expressive latitude in pleading the claim of a client, the complaint in this action extends far beyond the outer bound of that latitude.” This Court hopes that henceforth pleadings in applications for interim measures are kept to the minimum so as to facilitate easy, effective and timely consideration. - 47 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 (ii). Before considering the facts of the present case, it is relevant to note that the principles for grant of interim reliefs under Section 9 of the Act, 1996 are more or less similar to the principles for grant of interim injunction under Order 39 Rules 1 and 2 of the Code of Civil Procedure, 1908. The party seeking the interim reliefs is bound to establish before the Court that he/she has a prima facie case and the balance of convenience in granting reliefs is in his/her favour and that he/she would be put to more hardship and injury if the interim reliefs are refused. (Refer Adhunik Steels Ltd. v. Orissa Manganese and Minerals (P) Ltd., [(2007) 7 SCC 125]) (iii). Now coming to the facts of the instant case, the petitioner claims that his termination as the Founder of the Company and the amendment of the Articles of Association were violative of the “Reserved Matters” specified in the SHA- 2025. He contends that the dispute is arbitrable in view of the clause contained in SHA-2025 which is extracted below: "16.18 Dispute Resolution and Jurisdiction: 16.18.1 All disputes and differences arising out of or in connection with any of the matters set out in this Agreement ("Dispute"), if not resolved by amicable - 48 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 settlement within 30 (thirty) days from such dispute, shall be finally and conclusively determined and settled by arbitration administered in accordance with the international arbitration rules of the Singapore International Arbitration Centre (which are deemed to be incorporated into this Agreement by reference). The number of arbitrators shall be 3 (three), one of whom shall be nominated by the claimant, one by the respondent(s) and the third of whom, who shall act as a president, shall be nominated by the two party-appointed arbitrators. The seat of the arbitration shall be in Bangalore and the language of the arbitration shall be English. The venue of arbitration shall be Bangalore. 16.18.2 The arbitral tribunal shall reach and render a decision in writing with respect to the appropriate award to be rendered or remedy to be granted pursuant to the Dispute which shall be binding on the parties to the Dispute. 16.18.3 To the extent practical, decisions of the arbitral tribunal shall be rendered within 90 (ninety) days of the commencement of proceedings with respect thereto. 16.18.4 The arbitral tribunal shall be entitled to award costs of the arbitration. The arbitrator's award shall be substantiated in writing. The arbitral tribunal shall also decide on the costs of the arbitration proceedings. In case the arbitrators have not decided on the costs of the arbitration proceedings, each party to the Dispute shall bear its own costs, in relation to the arbitration proceedings. The award shall be binding on the parties to - 49 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 the Dispute subject to the Applicable Laws in force and the award shall be enforceable in any competent court of law. 16.18.5 The Parties agree that the arbitration proceedings shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitral tribunal, the Parties, their counsel, existing and potential investors and any Person necessary to the conduct of the proceeding, except insofar as: (a) otherwise required by provisions of the Applicable Laws; or (b) necessary to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a court or other judicial authority. 16.18.6 Each Party shall co-operate in good faith to expedite (to the maximum extent practicable) the conduct of any arbitral proceedings commenced under this Agreement. 16.18.7 Nothing shall preclude any Party from seeking interim or permanent equitable or injunctive relief, or both, from the competent court, having jurisdiction to grant relief on any disputes or differences arising from this Agreement. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy through the arbitration described in this Article 16.18 (Dispute Resolution and Jurisdiction). - 50 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 16.8.8 Nothing contained in this Article shall preclude any Party from seeking interim relief from the competent courts having jurisdiction." (iv). A superficial examination of the above clause, particularly in the context in which it was incorporated in the SHA-2025 creates a doubt, whether the dispute between the petitioner and the respondent No.1 over the removal of the petitioner as a Founder of the Company is arbitrable or not, that too at the instance of the petitioner. This is so since, “Reserved Matters” are meant to protect the interest of the shareholders of the Company. The shareholders of the Company are not before this Court alleging violation of the “Reserved Matters” but on the contrary, it is the petitioner who is before this Court. Therefore, it is doubtful whether the petitioner as a Founder could challenge the decisions of the Board. The Founders, investors and shareholders / their representatives were parties to the Board meeting of the respondent No.1-Company dated 05.06.2025 and Extraordinary General Meeting dated 04.07.2025 and hence, they cannot have any grievance over the termination of the petitioner as a Founder. Nonetheless, this observation is only tentative, since - 51 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 as rightly contended by the learned counsel for the petitioner, the question whether the dispute is arbitrable or not is something that the Arbitral Tribunal should decide and therefore, this Court has exercised restraint in commenting upon it. (v). As regards the question whether the petitioner has made out a prima facie case for grant of interim reliefs, the petitioner was part of the founding team to help establish a Company to provide financial solutions to lower to middle income individuals and businesses, which is evident from a letter of appointment (dated nil) issued by AIOT Foundry Private Limited. The respondent No.1 was incorporated on 12.03.2020. A SSA-2022 and SHA-2022 were entered into between the Company and respondent No.5, which inter alia mandated that an Employment Agreement should be entered into within 30 days from the closing date. Accordingly, an Employment Agreement dated 28.01.2022 was executed, which showed that the petitioner was earlier involved in the management of the Company as Chief Business Officer (CBO) and that the Company had agreed to continue the services of the petitioner as CBO. Later, the respondent No.4 sought to - 52 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 invest in the Company which culminated in the execution of SSA-2025 and SHA-2025. The SHA-2025 defined the "Employment Agreement" as “an agreement executed on or about the date of this Agreement by each of the Founders with the Company governing the terms and conditions and rights of such Founder's employment in the Company.” (vi). The petitioner had purportedly raised some organisational issues with the respondent Nos.2 and 3 and also complained against the lack of transparency, which culminated in the respondents asking the petitioner to exit the Company. This was followed by a meeting of the Board of Directors on 05.06.2025, whereat, it was resolved to terminate the services of the petitioner as CBO of the Company with immediate effect and all the rights and powers delegated to him on behalf of the Company was revoked with immediate effect. It was further resolved not to recognize and / or consider the petitioner as a Founder of the Company, and each of the Directors of the Company was authorized to amend the Articles of Association of the Company to that effect. The petitioner was thereafter terminated as CBO on 09.06.2025 and he was called upon to (i) resign from all positions including any management, or - 53 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 director position and (ii) relinquish any power of attorney, signing authority, trust authorization or bank account signatory authorization that he may have held on behalf of the Company and also to resign from his position and role as Founder of the Company within five days from the date of termination of his employment as stated in the said letter. (vii). Later at an Extraordinary General Meeting held on 04.07.2025, the proposal to amend the Articles of Association was approved and the amendments to the Articles of Association were approved. (viii). The petitioner has sought interim measures to prevent the resolution at the Extraordinary General Meeting held on 04.07.2025 being acted upon on the premise that his termination as a Founder of the Company was not lawful and the amendments could not be effected to the Articles of Association without his consent. (ix). Therefore, the fulcrum questions that arise for consideration are: (i) whether the removal of the petitioner as Founder of the Company by the respondents was prima facie - 54 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 justified? and (ii) whether the Articles of Association could be amended without the prior approval of the petitioner?. (x). It is made clear that the findings that would be recorded hereafter are tentative and only for the limited purpose of considering this application and shall not affect the proceedings before the Arbitral Tribunal, if the parties were to invoke the process of arbitration. 9(i). As regards the first question, the petitioner has not challenged the letter dated 09.06.2025 issued by the respondent No.2 as Director of the respondent No.1 terminating him from the post of CBO of the Company. His challenge is to his termination as a Founder of the Company is on the ground that: (i) removal of a Founder is a "Reserved Matter" under SHA-2025 and no decision could be taken by the respondents without the prior written consent of the Founders (including him) of the Company and Investor Super Majority; and (ii) that it could not have been done under the Employment Agreement as termination of a Founder employee as provided under SHA-2025 had to be for (a) cause (b) cause on account of fraud. He contends that he was terminated as a CBO of the - 55 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 respondent No.1 - Company without any cause and by applying Clause 13.6 of the Employment Agreement, the Company had unlawfully terminated him from his role as Founder of the Company. (ii). As rightly contended by the learned counsel for the petitioner, there is no provision in the Articles of Association for termination of the petitioner either as a CBO or as a Founder of the Company. However, as per Part B (Amending Articles) of the Articles of Association, the provisions of the SHA-2025 (Shareholders' Agreement) were mirrored into the Articles of Association and it was declared that in the event of any conflict between the Articles of Association and the SHA-2025, it is the latter that would prevail. This Court has not gone into the question whether the Articles of Association would prevail over the transaction documents, as contended by the learned counsel for the respondents and the same is kept open. (iii). The SHA-2025 defines an Employment Agreement means “an agreement executed on or about the date of this Agreement by each of the Founders with the Company governing the terms and conditions and rights of such - 56 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 Founder's employment in the Company”. The SHA-2025 at Article 9.2.2.1 sets out the consequences that ensue if a Founder employee is terminated for cause and Article 9.2.2.2 sets out the consequence when a Founder employee is terminated on account of fraud. Article 9.2.2.3 provides that in addition to the consequences set out in Articles 9.2.2.1 and 9.2.2.2, if the Founder's employment is being terminated for Cause, all rights of the Founder under SHA-2025 shall fall away immediately upon termination, other than voting rights, which shall be exercised in accordance with Article 9.2.2.3(c) and the Founder shall within 5 (Five) days of being notified by the Board or any Director on the Board of such termination, resign as a Director of the Company. (iv). In the instant case, the termination of the petitioner as a Founder is not for cause or on account of fraud. However, it is pursuant to clause 13.6 of the Employee Agreement dated 28.01.2022, which reads as follows: “Resignation from Positions. Upon termination of the Employee's engagement for any reason, the Employee shall promptly (i) resign from all positions (including any management, or director position) with the Company; and (ii) relinquish any power of attorney, signing authority, - 57 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 trust authorization or bank account signatory authorization that the Employee may hold on behalf of the Company.” (v). Article 8 of the SHA-2025 describes that in respect of matters specified in Schedule VI of the said Agreement, no action or decision shall be proposed, discussed, taken or given effect to by the Board or the shareholders at (i) any meeting of the Board or Committee thereof or by resolution passed by circulation by the Directors, or (ii) any General Meeting, or (iii) otherwise in any other manner, without the prior written consent of the Founders and Investor Super Majority. In Schedule VI of the SHA-2025, one of the "Reserved Matters" mentioned at Sl. No.14 relates to: “removal or appointment of the Founders and other Key Employees of the Company or the subsidiaries other than as contemplated in their respective Employment Agreements, or adoption of, or any material amendments to employment contracts of the Founders and other Key Employees of the Company or the subsidiaries”. (vi). Under the Employment Agreement dated 28.01.2022, once the petitioner was terminated as CBO of the Company, the consequence was that he had to resign from all - 58 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 positions “including any management, or director position”. The word “including” gives an impression that it includes the role of “Founder Observer”, as it does not make any sense in terminating the petitioner from the position as CBO and retain him in the role of a Founder/Observer, that too when the allegation against the petitioner was that there were “consistent issues and concerns with respect to the performance of his duties, roles, and responsibilities which were defined under the Employment Agreement executed by him”. (refer Agenda No.4 annexed to the notice dated 04.06.2025 for the first Board of Directors Meeting of the respondent No.1). (vii). The role of a Founder in the Company vests certain rights in him as mentioned in Article 7.6 of SHA-2025 namely that “the Founders shall be responsible for the day-to-day management of the Company on a full-time basis and shall carry out the same in the best interests of the Company in accordance with sound commercial principles”. As per Article 7.2.2 of SHA-2025, amongst the three Founders of the company, two could be the Directors on the Board while the third could be an Observer. The petitioner who admittedly was appointed as an “Observer” was entitled to “attend all meetings - 59 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 of the Board (including any sub-committees of the Board) in a non-voting, observer capacity". Therefore, the termination of the petitioner as a Founder was in exercise of the provision made in the Employment Agreement dated 28.01.2022. Further, the words "other than as contemplated in their respective Employment Agreements” (highlighting by Court) in item No.14 of Schedule VI of SHA-2025 gives an impression that if the Employment Agreement allowed removal of a Founder employee, then the same could be done and would not be a 'Reserved Matter'. Therefore, it appears that the respondent No.1 was entitled to terminate the petitioner as a Founder of the Company. (viii). The Extraordinary General Meeting dated 04.07.2025 was held whereat, a resolution was passed by the respondent Nos.2 to 5 as well as an Observer of the investors. Therefore, if any dispute arose over the removal of the petitioner from the role of a Founder, that could only be raised by respondent Nos.4 and 5 and other investors as per the SHA- 2025. However, since the respondents are privy to the EGM dated 04.07.2025, and have voted in favour of the amendment to the Articles of Association, they cannot raise any dispute. - 60 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 By virtue of the reliefs sought for in this writ petition, the petitioner intends to reclaim his role as a Founder of the respondent No.1. This is impermissible as the final relief that may be sought by the petitioner in the arbitration proceedings is his removal as a Founder of the respondent No.1. Hence, the final relief as well as the interim reliefs are one and the same and granting the interim relief would embolden the petitioner to claim his role as a Founder in the respondent No.1. It is now settled law that status quo ante cannot be restored by way of an interim measure in a routine manner. Considering the allegations made by the respondent Nos.2 and 3 in their statement of objections that the petitioner's activities in the respondent No.1 did not align with the objectives of the respondent No.1, it is not safe to pass any orders restoring the role of the petitioner as a Founder in the respondent No.1. This in turn may cause hardship to the respondent Nos.2 and 3 in running the respondent No.1 and therefore, it is not safe for this Court to restore the role of the petitioner as a Founder by granting the interim relief Nos.(i) and (ii) sought for by the petitioner. - 61 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 10. Now coming to the second question, the petitioner contends that the amendment to the Articles of Association was a "Reserved Matter" and therefore, it could not have been done without the prior approval of the Founders and Investor Super Majority. A perusal of the Reserved Matters specified in Schedule VI of SHA-2025 shows “amendments to the Transaction Documents, Charter Documents and other charter or organizational documents of the Company or any of its subsidiaries” was a Reserved Matter. Article 8 of SHA-2025 provided that “no action or decision (including any steps being commenced or taken for any action or decision) relating to any of the matters specified in SCHEDULE VI (Reserved Matters) of this Agreement shall be proposed, discussed, taken or given effect to by the Board or the Shareholders at (i) any meeting of the Board or Committee thereof or by resolution passed by circulation by the Directors, or (ii) any General Meeting, or (iii) otherwise in any other manner; without the prior written consent of the Founders and Investor Super Majority.” In the instant case, the Board had taken a decision at its meeting dated 05.06.2025 to amend the Articles of Association to remove reference to the petitioner as a Founder of the - 62 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 Company. However, it appears that the petitioner who was also a Founder was not allowed to vote. Be that as it may, the Board of the Company which comprised of four Directors and the investors / their representatives had attended the meeting and had voted in favour of the agenda. The Board also decided to convene an Extraordinary General Meeting to approve the amendment to the Articles of Association which was admittedly attended by the petitioner. It appears that the Board was of the opinion that the prior consent of the petitioner for amendment of the Articles of Association was not necessary as he was interested in the outcome of the agenda item. This may be justified in the facts and circumstances of the case, as he being the affected party cannot defeat the motion by voting in his favour. Under the circumstances, the petitioner cannot assail the amendment of Articles of Association on the grounds stated in the petition. 11. Hence, the petitioner has not made out a prima facie case for grant of interim relief Nos.i and ii. 12. In so far as the interim relief Nos.iii, iv, v and vi are concerned, the petitioner is only a minority shareholder in the - 63 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 respondent No.1 and is no longer an employee or a Founder of the respondent No.1. So long as the petitioner's shareholding or its value is not affected or diminished, he cannot have any locus to seek for such drastic interim measures, which if granted could cripple the respondent No.1. As a matter of fact the SHA-2025 and the Articles of Association enables the Company pre-emptive rights, anti-dilution rights and employee stock option and granting the interim relief Nos.iii, iv, v and vi would directly affect the working of the respondent No.1 - Company. 13. In so far as the interim relief Nos.vii and viii are concerned, the respondent Nos.1 to 3 are bound to preserve the minutes and video recording of the Board meeting of the respondent No.1 - Company held on 05.06.2025 as well as the minutes and the video recording of the Extraordinary General Meeting of the respondent No.1 - Company held on 04.07.2025. They are also bound to produce the same whenever called upon by the Arbitrator or any concerned Authority before whom any claim is made. - 64 - HC-KAR NC: 2025:KHC:38151 AP.IM No. 9 of 2025 14. In view of the above, the petition is allowed in part. Interim relief Nos.i to vi sought for by the petitioner are rejected. The interim relief Nos.vii and viii are allowed and respondent Nos.1 to 3 are directed to preserve the minutes and video recording of the Board meeting of the respondent No.1 - Company held on 05.06.2025 as well as the minutes and the video recording of the Extraordinary General Meeting of the respondent No.1 - Company held on 04.07.2025. 15. In so far as interim relief No.viii is concerned, the minutes and video recording of the Board Meeting of the respondent No.1 - Company held on 05.06.2025 and the minutes and video recording of the Extraordinary General Meeting of the respondent No.1 - Company held on 04.07.2025 shall be produced either before the Arbitrator or before any other Authority before whom any claim is made by the petitioner. Sd/- (R. NATARAJ) JUDGE HJ - paras 1 to 3(iv) PMR - paras 3(v) to 7 SMA - para No.8(i) till end List No.: 1 Sl No.: 18