Shakeel Qureshi & Ors. vs Rashid Qureshi & Ors.

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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Order reserved on: 14.10.2026
Order pronounced on: 27.10.2026
Order uploaded on: 27.10.2026
# CNR No. DLHC010498782026
+ FAO(OS) (COMM) 282/2026, CM APPL. 71775/2026 and CM
APPL. 71776/2026
SHAKEEL QURESHI & ORS. .....Appellants
Through: Mr. Parag P. Tripathi, Sr. Adv.
along with Ms. Udita Singha,
Mr. Karan Grover and Ms.
Aparajito Sen, Advs.
versus
RASHID QURESHI & ORS. .....Respondents
Through: Mr. Milind Srivastava and Mr.
Mohit Gupta, Advs.
Mr. Ankit Jain, Sr. Adv. along
with Mr. Manmeet Singh, Mr.
Anugrah Robin Frey, Ms. Palak
Nagar and Ms. Rishita
Khandelwal, Advs.
CORAM:
HON'BLE MR. JUSTICE ANIL KSHETARPAL
HON'BLE MR. JUSTICE BHARAT PARASHAR
O R D E R
ANIL KSHETARPAL, J.:
1. By way of the present Appeal, the Plaintiffs (Appellants) assail
1
the correctness of the Order dated 06.10.2026 passed by the Learned
Single Judge (LSJ), whereby the plaint filed by them was returned
2
under Order VII Rule 10 of the Civil Procedure Code, 1908 , for want

1
hereinafter referred to as Impugned Order
2
hereinafter referred to as CPC
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
Signature Not Verified
FAO(OS)(COMM) 282/2026 Page 1 of 14

of territorial jurisdiction on account of an exclusionary clause
3
envisaged in the Memorandum of Understanding dated 12.12.2022 .
2. For the sake of convenience, the parties before this Court shall
be referred to in accordance with their status before the LSJ.
A. BRIEF BACKGROUND:
3. In order to appreciate the present controversy, the facts, in brief,
are required to be noticed.
4. Pithily put, the Plaintiffs, namely, Mr. Shakeel Qureshi, Mr.
Parveen Qureshi and Mr. Sarfaraz Ahmad Ansari along with Mr. Firoz
Ahmed Zahir Ahmed Shaikh/Defendant No.3, entered into the MoU,
as members of Rehber Group/Marya Group, collectively holding 25%
out of 50% of shares, held by Rehber Group Members in Rehber Food
4
Industries Private Limited . The MoU of which the Plaintiffs along
with Defendant No.3, were also signatories, set out the terms
governing the inter se relationship and the transfer of shares held by
the members of the Rehber Group.
5. The dispute for the purpose of present adjudication arose when
Defendant No.3 expressed his intention to transfer 5% out of 10% of
his shareholding, comprising 1,45,833 equity shares, in favour of Mr.
Rashid Qureshi/Defendant No.1, who, at the relevant time, was not a
member of Rehber Group.

3
hereinafter referred to as MoU
4
hereinafter referred to as ‘Company’
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
Signature Not Verified
FAO(OS)(COMM) 282/2026 Page 2 of 14

6. The Plaintiffs vide a communication dated 20.01.2026,
5
conveyed their conditional consent to the proposed transfer , inter
alia , subject to the Defendant No.1, furnishing an undertaking that the
shares so acquired by him, shall not be transferred to any person
outside the Rehber Group, without obtaining a prior written consent of
all members thereof, in accordance with the terms of MoU.
7. Notwithstanding, the aforesaid undertaking, it is claimed that
the Defendant No.1, acting in breach of the MoU and conditional
consent, invited bids for 5% of his shareholding, from shareholders of
both Rehber Group and Non-Rehber Group. Pursuant thereto, a
bidding procedure was conducted, culminating in the declaration of
Mr. Mohd. Imran/ Defendant No.2 as the successful bidder on
26.06.2026, at a price of Rs. 216/- per share.
8. Consequently, the Plaintiffs, claiming such transfers to be
illegal, void and non est for being in breach of conditional consent and
the MoU, filed the underlying suit before the LSJ, while making the
following prayers:
“a) Pass a decree declaring that the transfer of 1,45,833 equity shares
by Defendant No. 3 in favour of Defendant No. 1 is illegal, void and
non est for being in breach of the conditional consent granted by the
Plaintiffs in terms of the Memorandum of Understanding (MoU) dated
12.12.2022 and;
b) Pass a decree declaring that any transfer, Share Purchase
Agreement, agreement or arrangement entered into, or to be entered
into, between Defendant No. 1 and Defendant No. 3 in respect of the
said 1,45,833 equity shares, is illegal, void and liable to be set aside
and;
c) Pass a decree declaring that the invitation of bid dated 24.06.2026,
the bidding process conducted pursuant thereto, and the declaration
of result dated 26.06.2026 declaring Defendant No. 2 as the

5
hereinafter referred to as ‘conditional consent’
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
Signature Not Verified
FAO(OS)(COMM) 282/2026 Page 3 of 14

successful bidder for 1,45,833 equity shares of M/s Rehber Food
Industries Pvt. Ltd. held by Defendant No. 1, are illegal, void, non est
and not binding upon the Plaintiffs, being in violation of the
Memorandum of Understanding dated 12.12.2022 and of the
representation/undertaking on the basis of which Defendant No. 1
acquired the said shares from Defendant No. 3 and;
d) Pass a decree declaring that any transfer, Share Purchase
Agreement, agreement or arrangement entered into, or to be entered
into, between Defendant No. 1 and Defendant No. 2 in respect of the
said 1,45,833 equity shares, is illegal, void and liable to be set aside;
e) Pass an order of mandatory injunction directing Defendant No. 1 to
first and exclusively offer the said 1,45,833 equity shares to the
members of the Rehber Group, namely the Plaintiffs, strictly in terms
of the MoU dated 12.12.2022, and restraining Defendant No. 1 from
offering or transferring the said shares to Defendant No. 2 or to any
other Non-Rehber Group member without obtaining the prior
unanimous written consent of the Rehber Group members, as
mandated under the MoU;
f) Pass an order of specific performance directing Defendant No. 1 to
transfer the said 1,45,833 equity shares to Plaintiff No. 1, or to the
Plaintiffs jointly, at a price not exceeding Rs. 216/- per share (being
the price at which the shares were purportedly sold to Defendant No.
2);
Pass such other and further order(s) as this Hon'ble Court may deem
fit and proper in the facts and circumstances of the present case.”
9. The Defendant No.2 contested the maintainability of the suit on
the ground of lack of territorial jurisdiction, relying, inter alia , upon
Clauses 9(f) and 10 of the MoU, which stipulate Bareilly as the
jurisdictional forum.
10. The LSJ after hearing the parties, passed the Impugned Order,
returning the plaint under Order VII Rule 10 of the CPC. Aggrieved
thereby, the Plaintiffs have approached this Court by way of the
present Appeal.
B. SUBMISSIONS OF THE PARTIES:
11. Learned senior counsel representing the Plaintiffs has primarily
made the following two submissions:
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 4 of 14

i. It is his case that the Defendants cannot be permitted to
approbate and reprobate at the same time. In order to substantiate
the aforestated, it has been argued that the MoU is disputed by
the Defendants, and therefore, they cannot rely upon the same to
exclude the jurisdiction of the Courts located in Delhi,
particularly when, the Defendant No.1 resides in Delhi; and
ii. It is contended that two (02) other suits, namely, CS(OS)
492/2025 captioned Mohammed Irfan & Ors. vs. Mohammed
Ziauddin Maniyar & Anr. and CS (COMM) 500/2026 captioned
Shakeel Qureshi & Ors. vs. Mohd. Mursaleen Qureshi & Ors. ,
concerning the transfer of shareholding of Rehber Group, in
favour of persons belonging to non-Rehber Group, in violation of
the MoU, are already pending before the Courts located in Delhi.
12. Per contra, learned senior counsel representing the Defendant
No.2, has made the following submissions:
i. He contends that the Plaintiffs case as set out in the
underlying suit rests entirely upon the alleged infringement of
MoU. Hence, the Plaintiffs are bound by the terms of the MoU
which confer the jurisdiction, to entertain any dispute arising out
of the MoU, upon the Courts at Bareilly, Uttar Pradesh. Hence,
insofar as the Defendant Nos.1 and 3 are concerned, it cannot be
contended that they are approbating and reprobating, since they
are not a party to the MoU.
ii. He submits that for the purpose of deciding application
under Order VII Rule 10 of the CPC, the Court is not expected to
decide the questions on merits. Replying to the reliance placed
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 5 of 14

upon Mohammed Irfan & Ors. (Supra) and Shakeel Qureshi &
Ors. (Supra) , it is submitted that these suits proceed on an
entirely different premise, and, in any event, do not result in
conferring jurisdiction on the Courts at Delhi.
C. ANALYSIS AND REASONING:
13. This Court has heard and considered the submissions advanced
by learned senior counsels representing the parties, and with their able
assistance has perused the paperbook on record.
14. Before proceeding to examine the submissions so advanced, we
deem it appropriate to reproduce the relevant clauses of the MoU,
which become relevant to answer the present controversy. The
relevant extract is reproduced hereunder:
“ MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (hereinafter referred to as
th
“MoU” ) is entered on the 12 day of December 2022 at Bareilly,
Uttar Pradesh
BY AND BETWEEN
a. Mr. Shakeel Qureshi s/o Late Mr. Ibraheem Qureshi R/o 05,
Katikuyian Old City, Bareilly, Uttar Pradesh-23005, part of the First
Part;
AND
b. Mr. Sarfaraz Ahmad Ansari, S/o Late Mr. Mustaq Ahmad R/o 48B
Kaji TolaOld City. Bareilly, Uttar Pradesh-243005. party of the
Second Part:
AND
c. Mrs. Praveen Qureshi D/o Late Mr. Mohd Idris R/o 05. Katikuiyan
Old City Bareilly. Uttar Pradesh- 243005, party of the Third Part;
AND
d. Mr. Mohammed Ziauddin S/o Abdul Latif R/o. T-290, 2nd Floor
Ahata KedaraFidgah Road Quresh Nagar Delhi-110006. party of the
Fourth Part:
AND
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 6 of 14

e. Mr. Mursaleen Qureshi S/o Mr. Mohd Jameel Ahmad R/o 5349 2nd
floor Basti Harphool Singh Behind Sadar Khana Sadar Bazar Delhi
GPO North Delhi. party of the Fifth Part:
AND
f. Mr. Firoz Ahmed Zahir Ahmed Shaikh s/o Mr. Zahir Ahmad Nazir
Ahmad Shaikh R/o F-402, 4th Floor Casa Baptista CHSL LJ Cross
Road Mahim (W) Mumbai. party of the Sixth Part;
(Hereinafter collectively forms “Rehber Group/Marya Group” )
which expression shall unless repugnant to subject to context means
and includes their respective successors, heirs, executors,
administrators, and assignees and nominees of group”)
The Parties are individually referred to as “Party” and collectively as
“Parties” wherever the context so requires”.
xxxxxx
2. BINDING NATURE
a) This MoU is legally binding and enforceable between the
Parties. The parties understand the terms and conditions set
forth herein and have consented voluntarily to be mutually
bound by the promises herein
3 . SCOPE OF THE MEMORANDUM OF
UNDERSTANDING
(A) SHAREHOLDING
The Shareholding pattern of the “Rehber Group/Marya
Group” shall be as follows:
Name of the
Shareholder
No. of
Shares
Shareholding in
%
Mr. Shakeel
Qureshi
219167 7.51
Mr. Sarfaraz
Ahmad Ansari
140000 4.80
Mrs. Parveen
Qureshi
224167 7.69
Mr. Firoz
Ahmed Zahir
Ahmed Shaikh
291667 10.00
Mr.
Mohammad
Ziauddin
291667 10.00
Mr. Mohd.
Mursaleen
Qureshi
291667 10.00
Total 1458334 50.00

Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 7 of 14

(B) TRANSFER OF SHARES
a. The Parties to this MOU unequivocally and unanimously agree
that in case of transfer of shares by any member(s) of Rehber group/
Marya Group. the following provisions/ procedure shall be followed
by parties:
i. If any member(s) of the Rehber Group is desirous of
transferring his/her shares, then those shares shall be first
offered to the members of Rehber group/Marya Group;
ii. If any member(s) of the Rehber group/ Marya group accorded
his/her consent to purchase the offered shares, then the offered
shares shall be transferred to that member(s) only, and the
member who has made the offer shall be bound to transfer the
shares to that/those member(s) only:
iii. If none of the members of the group is willing to purchase/
acquire the offered shares, then only the shares can be
transferred to any other person with the unanimous written
consent of the other group members of Rehber group/ Marya
Group.
9. DISPUTE RESOLUTION
a)Any dispute arising between the parties interse shall be resolved by
the group on is own and neither the Company nor any the other
person or their rights and obligations shall be affected by such
dispute.
b)It is agreed between the parties that any dispute within the group
shall be resolved by the group on its own only and the decision in
respect of that dispute shall be valid only when it is signed by the
majority of members of that group. The decision taken by the majority
of members of the group shall be binding on the group member(s).
c) In the event there is any dispute or differences arising out of or in
connection or controversy or claim arising out of or relating with this
MoU. the parties shall endeavor to settle such disputes and
differences by way of Negotiation.
d) In case of any dispute or differences arising out of or in connection
or controversy or claim arising out of or relating with this MoU, the
aggrieved party shall convey the grievance in writing to the other
party for negotiation. In the event that negotiation fails, such dispute
or differences arising out of or in connection or controversy or claim
arising out of or relating with thisMoU shall be referred to
Arbitration in accordance with the Indian Arbitration and
Conciliation Act. 1996.
e) The Arbitral Tribunal shall consist of three Arbitrators. One
Arbitrator shall be appointed by each Party and one Arbitrator to be
appointed by the other party. The two appointed Arbitrators shall
appoint a third Arbitrator who shall be the Presiding Arbitrator.
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 8 of 14

f) That the seat and venue of Arbitration exclusively shall be subject to
the jurisdiction of Bareilly Courts.
10. GOVERNING LAW AND JURISDICTION
The MoU shall be governed by and entrusted in accordance with the
law of India only and subject to Bareilly jurisdiction .”
(Emphasis Supplied)
15. A perusal of the MoU reveals that there were total seven (07)
signatories thereof, including the Plaintiffs, Defendant No.3 along
with two (02) others, namely, Mr. Mohammed Ziauddin and Mr.
Mursaleen Qureshi, who collectively formed the Rehbar Group,
holding 50% of equity shares in the paid-up share capital of the
Company.
16. A further perusal of Clause 2 of the MoU reveals that the same
was binding upon all 07 members of Rehber Group. Clause 3(A) and
(B), when read conjointly, further indicate that the parties had
explicitly agreed that any change in the shareholding would require
the prior unanimous consent of all the members of Rehber Group.
17. In particular, Clause 3(B), prescribes a two-tier mechanism to
be followed by any member of Rehber Group desirous of sharing their
share. Firstly , such member is required to offer the proposed shares to
be purchased by the members of Rehber Group, and only when, no
member accords to such offer to purchase, shall the share, secondly ,
be transferred to any third person. The latter transfer shall only be
binding, if the remaining members of the Rehber Group, communicate
a unanimous consent thereto in writing.
18. In the facts of the present case, it is evident that the transfer of
5% of shares of the Company, in favour of the Defendant No.1,
proceeded on the basis of the conditional consent accorded by the
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 9 of 14

Plaintiffs to the Defendant No.3. The Plaintiffs allege that the
condition subject to which such consent was granted has been
breached and, consequently, the said consent stands revoked.
19. It is well settled that the parties to a written contract, by mutual
agreement, are entitled to confer exclusive jurisdiction upon the
Courts located at a particular place, provided that such Court
otherwise possess the territorial jurisdiction to adjudicate upon the
dispute. In the present case, as per Clauses 9 and 10 of the MoU, the
exclusive jurisdiction was conferred upon the Courts located in
Bareilly, Uttar Pradesh. Further, a perusal of the MoU also goes on to
reveal that, it was also signed at Bareilly, Uttar Pradesh.
20. In addition, the language employed in the MoU leaves no room
for doubt. Clause 9(f) stipulates that the seat and venue of arbitration
shall be exclusively subject to the jurisdiction of the Bareilly Courts,
whereas Clause 10 makes the MoU subject to ‘Bareilly jurisdiction’.
Both the clauses are required to be read harmoniously and in a manner
that gives effect to the evident intent of the parties, namely, that
disputes arising out of or relating to the MoU shall be amenable only
to the Courts at Bareilly.
21. Further, it may also be noticed that the present dispute, has
reached this Court, at the behest of the Defendant No.2, who is said to
be acquiring the 5% shareholding in violation of the MoU. Notably,
the Defendant No.2 does not reside within the territorial limits of this
Court, and no material part of the cause of action is shown to have
arisen in Delhi. Accordingly, in terms of Section 20 of the CPC, the
Plaintiffs have failed to establish the territorial jurisdiction of this
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 10 of 14

Court.
22. The submission of the Plaintiffs that the MoU is disputed by the
Defendants, and hence, cannot be relied upon by them, is also
misconceived. It is the Plaintiffs who have invoked the jurisdiction of
the Court, and their entitlement to each of the reliefs claimed in the
suit stems solely from the MoU and the conditional consent granted
thereunder.
23. For the purpose of Order VII Rule 10 of the CPC, the Court is
required to examine the averments in the plaint and the documents
filed therewith, taking the case of the Plaintiffs as correct. A denial of
the MoU by the Defendants on merits can neither alter the nature of
the dispute nor enlarge the forum available to the Plaintiffs. Thus, the
dispute raised in the underlying suit is, one ‘arising out of or relating
to’ the MoU and is governed by the forum stipulated therein. The
Plaintiffs cannot be permitted to bypass the same by the manner of
drafting the plaint or by the choice of persons impleaded as
Defendants.
24. Insofar as the Defendant No.1 is concerned, merely because he
is stated to be residing in Delhi, would not enable the Plaintiffs to
maintain the suit before the Courts at Delhi. The reliefs sought against
the Defendant Nos.1 to 3 are founded upon the same alleged breach of
the MoU. Hence, the residence of one of the Defendants cannot
override the forum which the Plaintiffs, being signatories to the MoU,
have themselves agreed upon for the adjudication of disputes arising
therefrom.
25. As regards the conditional consent dated 20.01.2026 accorded
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 11 of 14

by the Plaintiffs, the same does not contain any stipulation conferring
territorial jurisdiction upon the courts of any particular place. In these
circumstances, since the Plaintiffs themselves place substantial
reliance upon the MoU, they cannot seek to rely upon its provisions
selectively while disregarding the remaining terms thereof. Having
founded their case upon the said MoU, the Plaintiffs are required to
abide by its terms in entirety, including the jurisdiction clause
contained therein.
26. The doctrine of approbation and reprobation as relied upon by
learned senior counsel representing the Plaintiffs, postulates that a
party cannot be permitted to avail the benefit under an instrument
while simultaneously repudiating the burden imposed by it. The said
principle, if at all, operates against the Plaintiffs, who seek to enforce
the rights under the MoU while disowning the clauses governing the
forum. It has no application against the Defendants, who merely seek
enforcement of the forum clause against the party that has itself
invoked the MoU. In view of the aforesaid findings, the first
submission of learned senior counsel is rejected.
27. The submission of the Plaintiffs that the pendency of two other
suits before this Court establishes the jurisdiction of the Courts at
Delhi is untenable in law. This Court has also examined copies of the
plaints filed in Mohammed Irfan & Ors. (Supra) and Shakeel
Qureshi & Ors. (Supra) .
28. In this regard, it is pertinent to note that the suit in Mohammed
Irfan & Ors. (Supra) was instituted by three individuals namely, Mr.
Mohd Irfan, Mohd. Rizwan and Mr. Mohd Rehan, neither of whom
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 12 of 14

are a signatory to the MoU, but are closely related to the Defendant
No.2. A perusal of the plaint in the aforestated suit, reveals that the
same is not predicated upon the MoU. Rather, the substantive reliefs
sought therein pertains to specific performance of an Agreement to
Sell executed between one of the signatories of the MoU, namely, Mr.
Mohd. Ziauddin Maniyar, and the Plaintiffs therein, with respect to
the former’s share in the Company. It is further noted that the said suit
subsequently came to be decreed on 23.02.2026, pursuant to a
settlement between the parties.
29. Whereas, the suit in Shakeel Qureshi & Ors. (Supra), has been
instituted by the Plaintiffs along with the Defendant No.3, seeking a
declaration that the transfer of 2,79,166 equity shares of the Company
is illegal and in violation of the MoU. However, the maintainability of
the said suit has not been adjudicated upon with reference to the
objection concerning the territorial jurisdiction of the courts at Delhi.
30. Accordingly, the mere pendency of a suit before this Court
cannot, by itself, confer territorial jurisdiction upon the courts at Delhi
in the present proceedings. Since no adjudication has taken place on
the question of territorial jurisdiction in the said suits, the mere fact
that they are being entertained in Delhi cannot be treated as a
precedent on the said issue.
D. CONCLUSION:
31. Keeping in view the aforesaid discussion, this Court finds no
ground to interfere with the Impugned Order passed by the learned
Single Judge, which does not suffer from any infirmity.
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 13 of 14

32. It is clarified that the observations made hereinabove are
confined to the determination of territorial jurisdiction and shall not be
construed as an expression on the merits of the controversy, or on the
applicability of the dispute resolution mechanism under Clause 9 of
the MoU.
33. The Plaintiffs shall be at liberty to avail their remedies before
the competent Court at Bareilly, in accordance with law, including the
benefit of Section 14 of the Limitation Act, 1963, as may be available
to them.
34. Hence, the present Appeal, along with pending applications, is
dismissed.
ANIL KSHETARPAL, J.

BHARAT PARASHAR, J.
OCTOBER 27, 2026
s.godara/hr
Signature Not Verified
Signed By:JAI
NARAYAN
Signing Date:27.10.2026
12:49:23
FAO(OS)(COMM) 282/2026 Page 14 of 14