SUMMARY OF PLEADINGS

I. The Appeals filed by the Appellants under Article 133(1) and Article 136 of the
Constitution of India are maintainable

The civil appeal filed against the order of the High Court upholding the decision of the CLB
referring the parties to arbitration is maintainable as the order of the High Court is a ‘final
order’ within the meaning of Article 133(1) of the Constitution of India and the High Court
has granted Certificate of Appeal under Article 134A of the Constitution of India, certifying
that present case involves a substantial question of law of general importance.

The special leave to appeal under Article 136 of the Constitution of India against the order of
the Allahabad High Court sanctioning the scheme of arrangement is also maintainable as the
interference of this Court is required in order to prevent substantial and grave injustice which
has resulted from the order of the Allahabad High Court.

II. The referral of the instant matter to arbitration under Section 45 of the 1996 Act
has no basis in law

The referral of the present disputes to arbitration under Section 45 of the 1996 Act has no
basis in law as disputes alleging oppression and mismanagement under Sections 397 and 398
of the 1956 Act cannot be referred to arbitration as the jurisdiction of the CLB under Sections
397 and 398 of the 1956 Act, cannot be ousted by the Arbitration Agreement. Moreover, the
present disputes do not arise out of or in connection with the terms of the Investment
Agreement and an arbitral tribunal is not sufficiently empowered to grant necessary reliefs in
disputes of such nature.

III. The acts of the Respondents amount to oppression and mismanagement under
Sections 397 and 398 of the 1956 Act

The Appellants humbly submits that they have locus standi under Section 399 to bring claims
under Section 397 and 398 of the 1956 Act as they collectively hold twelve per cent of the
issued capital of the Company.

Further, that the continuous breaches of the Investment Agreement and the AoA by the
Respondents amount to oppression under Section 397 of the 1956 Act. Alternatively, it is

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submitted that the conduct of the Respondents violates the Appellant’s legitimate
expectations and hence constitutes oppression. Also, that there is just and equitable cause to
wind up the Company, however, the passing of winding up order would unfairly prejudice
the Appellants.

Additionally, it is submitted that the resolutions passed in violation of the Investment

Agreement and AoA and the resolutions adopted at the EGM amount to misconduct and are
prejudicial to the Company and constitutes mismanagement under Section 398 of the 1956
Act.

IV. The Scheme of Arrangement proposed between Respondents No. 3 and 4 is liable
to be rejected

The Appellants submit that the scheme of arrangement sanctioned by the Allahabad High
Court is liable to be set aside as the shareholders meeting as mandated under Section 230 of
the Companies Act, 2013 [“2013 Act”] was not held. In any event, it is submitted that the
proposed scheme is unjust as the majority shareholders have acted with oblique motive and
consequently, the order approving the scheme should be set aside and the notice sent under
Section 235 of the 2013 Act should not be given effect to.

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