S Nagarajan vs S Sukumar

Court
Madras High Court

2026:MHC:4446
OA Nos. 1156 to 1158 of 2025
IN THE HIGH COURT OF JUDICATURE AT MADRAS
DATED: 28-10-2026
CORAM
THE HON'BLE MR.JUSTICE D.BHARATHA CHAKRAVARTHY
Original Application Nos. 1156 to 1158 of 2025
S Nagarajan
S/o.Mr.N.Seyyadurai,
..Applicant in all
applications
Vs
1. S Sukumar
S/o.Mr.Subbiah Nadar
2. S Kalaiyarasi
W/o.Mr.S.Sukumar
3. Bala Murugan Chemicals Private Limited
No.255, Tirunallar Road, Karaikal,
Pondicherry – 609602.
..Respondents in all
applications
Prayer in O.A.No.1156 of 2025: Original Application filed under Order
XIV Rule 8 of Original Side Rules read with Section 9(1)(ii)(d) of Arbitration
and Conciliation Act, 1996, to pass an order of Interim Injunction restraining
the respondents, their men, agents, or assigns from in any manner dealing,
disposing, alienating, charging or encumbering the assets and the business
rd
undertaking of the 3 respondent Company more fully enlisted in Schedule B to
the Acquisition Agreement dated 21.08.2025 during the pendency of the
Arbitral proceedings.
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2026:MHC:4446
OA Nos. 1156 to 1158 of 2025
Prayer in O.A.No.1157 of 2025: Original Application filed under Order
XIV Rule 8 of Original Side Rules read with Section 9(1)(ii)(d) of Arbitration
and Conciliation Act, 1996, to pass an order of Interim Injunction restraining
the Respondents, their men, agents, or assigns from conducting the affairs of the
rd
3 respondent Company in a manner prejudiicial to the applicant or the
consummation of the acquisition as per the terms of the acquisition agreement
dated 21.08.2025, during the pendency of the Arbitral proceedings.
Prayer in O.A.No.1158 of 2025: Original Application filed under Order
XIV Rule 8 of Original Side Rules read with Section 9(1)(ii)(d) of Arbitration
and Conciliation Act, 1996, to pass an order of Interim Injunction restraining
the Respondents 1 and 2 their agents, nominees, or any other person claiming
under them from in any manner transferring, alienating, encumbering or
creating any third party rights or interest over the shares/securities held by them
rd
in the 3 respondent Company, during the pendency of the arbitral proceedings.
For Applicant :
[in all applications]
Mr.Surya Teja S S Nalla
For Respondents :
[in all applications]
Mr.Puhazh Gandhi
COMMON ORDER
These applications are connected to each other and as such are taken up
together and disposed of by this common order.
2. The grievance of the applicant is that the respondents entered into an
rd
agreement with the applicant with reference to the acquisition of the 3
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2026:MHC:4446
OA Nos. 1156 to 1158 of 2025
st
respondent company. However, they went back from the agreement and the 1
respondent unilaterally issued a communication terminating the agreement.
Therefore, they are seeking to enforce the agreement and they have already
issued a notice invoking arbitration under Section 21 of the Arbitration and
Conciliation Act, 2016 [hereinafter referred to as ‘the Act’]. Even though
interim orders have been granted and are continuing all along, the learned
counsel would submit that they will take steps within a short period to file an
application under Section 11 of the Act and continue the arbitration. In the
meanwhile, the continuation of the interim order is necessary pending the filing
of the application before this Court. The respondents themselves in their
communications have agreed that they will not alienate the properties and only
sought time to work together.
3. Opposing the prayers, the learned counsel appearing on behalf the
respondents would submit that even though injunction was granted in December
2025, till date the applicant has not taken steps to constitute the tribunal after
obtaining an interim order, they are endlessly dragging on the issue and thus the
applications are to be dismissed for violation of section 9(2) of the Act. The
respondents terminated the agreement following the attachment of their shares
by the Income Tax Department, upon realizing that they were unable to meet
the obligations stipulated in the agreement. Despite having full knowledge of
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2026:MHC:4446
OA Nos. 1156 to 1158 of 2025
this position, the applicant filed these applications and obtained interim orders
solely to arm-twist and coerce the respondents. Clearly, there is no genuine
intention to proceed with the arbitration.
4. After considering the arguments made by the learned counsel for the
applicant, when this Court suggested that the Court will name an independent
arbitrator from the panel of arbitrators empanelled with the Madras High Court
Arbitration Center and that the arbitrator can enter reference and decide the
issue and the fee shall be paid as per schedule – IV of the Act, both sides
learned counsel would agree. Then, this court suggested the name of Hon’ble
Mr.Justice M.Sathyanarayanan [former Judge of Madras High Court].
5. Both sides learned counsel had no objection and there is also consensus
that the interim order already granted shall continue until the disposal of the
arbitration proceedings and that both sides will cooperate for the expeditious
disposal of the arbitral proceedings. In view thereof, these applications are
disposed of on the following terms:
(i) Hon’ble Mr.Justice M.Sathyanarayanan,[former Judge of Madras High
nd nd
Court] having address at Old No.9, New No.5/1, 2 Avenue, 2 Extension,
Indra Nagar, Adyar, Chennai – 600 020 and Office address at 108/64, Catholic
Centre Main Building, I Floor, Armenian Street, Chennai – 600 001. [Phone
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2026:MHC:4446
OA Nos. 1156 to 1158 of 2025
Nos: 044-24432925; 9498022255] [Email id: [email protected] ] as agreed
by the parties is appointed by this Court as a sole arbitrator to enter into
reference and adjudicate the dispute arising out of the agreement dated
21.08.2025.The venue of the arbitration shall be the Madras High Court
Arbitration Centre, and the fees shall be in accordance with Schedule IV of the
Act.
2. Until the disposal of the arbitration proceedings, there shall be an order
of interim injunction restraining the respondents their men agents or assigns
from in any manner dealing with disposing, alienating, charging or encumbering
rd
the assets and the business undertaking of the 3 respondent company more
fully enlisted in the schedule B to the acquisition agreement.
3. The shares held by the respondents shall also not be alienated,
transferred, or otherwise disposed of.
28-10-2026
Index: Yes
Speaking Order
Neutral Citation: Yes
mp
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2026:MHC:4446
OA Nos. 1156 to 1158 of 2025
D.BHARATHA CHAKRAVARTHY J.
mp
OA Nos. 1156 to 1158 of 2025
28-10-2026
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