High Court · 2025

2A Nos. 2332,2333,2334 & 2335 of 2025IN THE HIGH COURT OF JUDICATURE AT MADRAS RESERVED ON : 14.10.2025 PRONOUNCED ON : 16.10.2025 CORAMTHE HONOURABLE MR JUSTICE N. ANAND VENKATESHA. Nos.2332, 2333, 2334 & 2335 of 20251. Flavorite Technologies Private Limited(formerly known as Flavorite PPM Technologies Private Limited) Having CIN U15495MP1997PTC012211, Having its Registered Office at Khasra No. 50/1, Patwari Halka No. 28, Village Tillore Khurd, Indore, Madhya Pradesh, India, 452 020. 2.Heat And Control (South Asia) Private LimitedHaving CIN U29253TN2004PTC052353, Having its Registered Office at Mahindra World City, 8th Avenue, 1st Cross Road, Anjur And Echankaranai Village, Chengalpattu Taluk, Kancheepuram, Tamil Nadu, India, 603 002. ..Applicant(s)in All Applications.Vs. https://www.mhc.tn.gov.in/judis 3A Nos. 2332,2333,2334 & 2335 of 20251.Mr.RAMAN DHOOT,Having PAN ABHPD1418P and Having Residence at 638,Usha Nagar Extension, Sudama Nagar,Behind Unique Hospital, Indore-452009.2.Mrs.RENN DHOOT(Deceased)Mr.Raghav Dhoot Legal representative of the late Mrs.Renu Dhoot Having Residence at 638, Usha Nagar Extension, Sudama Nagar, Behind Unique Hospital, Indore-452 009.3.Ms.RADHIKA DHOOTLegal representative of the late Mrs.Renu Dhoot Having Residence at 638, Usha Nagar Extension, Sudama Nagar, Behind Unique Hospital, Indore-452 009.Respondent(s)in all ApplicationsPRAYER in A.No.2332 of 2025Application filed under Order XIV Rule 8 of O.S. Rules r/w Section 27(1) of the Arbitration and Conciliation Act, 1996.To Direct the Respondents to provide the documents and information as detailed in Schedule A of the Judges Summons? https://www.mhc.tn.gov.in/judis 4A Nos. 2332,2333,2334 & 2335 of 2025PRAYER in A No. 2333 of 2025 Application filed under Order XIV Rule 8 of O.S. Rules r/w Section 27(1) of the Arbitration and Conciliation Act, 1996.To Direct the Respondent No.1(including, in his capacity as Director of S.M.Food Engineering Private Limited)and Respondent No.2 (including in his capacity as shareholder of S.M. Food Engineering Private Limited) to provide the documents and information stated in part II of Schedule A of the Judges Summons?PRAYER in A No. 2334 of 2025 Application filed under Order XIV Rule 8 of O.S. Rules r/w Section 27(1) of the Arbitration and Conciliation Act, 1996.To Direct the Respondents to disclose details of all body corporates, partnerships, proprietorships, trusts, estates, associations or other business entities in which each of Respondent No.1 and the Late Mrs.Renu Dhoot, either alone or jointly with any other person, directly or indirectly owned, managed, operated, joined, have or had an interest in, or participated in, the ownership, management, operation or control of, or have otherwise been connected in any manner, from the year 2011 till date ? https://www.mhc.tn.gov.in/judis 5A Nos. 2332,2333,2334 & 2335 of 2025PRAYER in A No. 2335 of 2025 Application filed under Order XIV Rule 8 of O.S. Rules r/w Section 27(1) of the Arbitration and Conciliation Act, 1996.To direct the Respondents to provide a report from an independent chartered accountant certifying whether or not the Respondent No.1and the late Mrs.Renu Dhoot have undertaken (directly or indirectly) any transactions/dealings with S.M.Food Engineering Private Limited,Able Technotrade Private Limited,and Dealstrikers Advisors (India) Private Limited based on an audit of the bank accounts and records (as applicable)from the year 2011 till date of Respondent No.1 and the late Mrs.Renu Dhoot, and if yes, providing the details of such transactions/dealings such as transaction amount,date of transaction, purpose of transaction ?For Applicant(s):Mr.S.Aravindanfor M/s.Fox Mandal and AssociatesFor Respondent(s):Mr.Manoj Munshi, Senior Counselfor M/s.Jaishankar Ramakrishnan COMMON ORDERThese applications have been filed under Section 27(1) of the Arbitration and Conciliation Act, 1996 [for brevity hereinafter referred to as 'the Act'], seeking for the following directions: https://www.mhc.tn.gov.in/judis 6A Nos. 2332,2333,2334 & 2335 of 2025A.To direct the Respondents to provide the documents and information as detailed in Schedule A of the Judges Summons.B.To direct the Respondent No.1 (including in his capacity as Director of S.M.Food Engineering Private Limited) and Respondent No.2 (including in his capacity as shareholder of S.M.Food Engineering Private Limited) to provide the documents and information stated in part II of Schedule A of the Judges SummonsC.To direct the Respondents to disclose details of all body corporates, partnerships, proprietorships, trusts, estates, associations or other business entities in which each of Respondent No.1 and the late Mrs.Renu Dhoot, either alone or jointly with any other person, directly or indirectly owned, managed, operated, joined, have or had an interest in, or participated in, the ownership, management, operation or control of, or have otherwise been connected in any manner, from the year 2011 till date. D.To direct the Respondents to provide a report from an independent chartered accountant certifying whether or not the https://www.mhc.tn.gov.in/judis 7A Nos. 2332,2333,2334 & 2335 of 2025Respondent No.1and the late Mrs.Renu Dhoot have undertaken (directly or indirectly) any transactions/dealings with S.M.Food Engineering Private Limited, Able Technotrade Private Limited,and Dealstrikers Advisors (India) Private Limited based on an audit of the bank accounts and records (as applicable) from the year 2011 till date of Respondent No.1 and the late Mrs.Renu Dhoot, and if yes, providing the details of such transactions/dealings such as transaction amount, date of transaction and purpose of transaction.2.The applicants are engaged in the business of fabricating, manufacturing, marketing of food processing, inspection and packaging equipments etc. The 1st applicant is a wholly owned subsidiary of the 2nd applicant.3.The 1st respondent is a former employee and erstwhile shareholder of the 1st applicant Company. Respondents 2 and 3 are the son and daughter of the 1st respondent. Originally, the wife of the 1st respondent was also a party in the arbitration case and during the pendency of the arbitration proceedings, she https://www.mhc.tn.gov.in/judis 8A Nos. 2332,2333,2334 & 2335 of 2025died on 31.01.2024 and hence, the 2nd and 3rd respondents were impleaded in the proceedings.4.The dispute between the parties arose out of breach of non-compete and non-solicitation obligations by the 1st respondent and his wife under the Share Purchase Agreement (SPA) dated 18.03.2011.5.The dispute was referred to arbitration before the Nani Palkhivala Arbitration Centre (NPAC) as per the terms of the arbitration agreement contained in the SPA. A sole Arbitrator was also appointed.6.The applicants approached this Court and filed application under Section 9 of the Act in OA.No.275 of 2021.7.This Court by an order dated 07.07.2021 granted interim injunction as prayed for in OA.No.275 of 2021. Insofar as the interim relief sought for in the other applications in A.Nos.2139 - 2141 of 2021, liberty was granted to the applicants to move the Arbitral Tribunal. https://www.mhc.tn.gov.in/judis 9A Nos. 2332,2333,2334 & 2335 of 20258.The notice that was sent to the respondents were served and inspite of the same, the respondents did not enter appearance. Hence, when these applications came up for hearing on 11.11.2021, this Court granted liberty to the applicants to approach the arbitral Tribunal under Section 17 of the Act, with regard to the relief sought for in A.Nos.2139 - 2141 of 2021.9.The scene shifted to the arbitral Tribunal and the applicants moved the necessary applications seeking for interim directions before the sole Arbitrator. The sole Arbitrator by order dated 08.02.2023, came to a conclusion that the Tribunal does not have the power to issue direction sought for by the applicants and hence advised the applicants to take recourse under Section 27 of the Act, seeking assistance from the Court.10.In view of the above order, the applicants filed application under Section 27 of the Act, to grant leave to enable the applicants to seek for assistance of the High Court. This application came to be allowed by the sole Arbitrator by order dated 24.01.2025. Pursuant to this order, the present https://www.mhc.tn.gov.in/judis 10A Nos. 2332,2333,2334 & 2335 of 2025applications came to be filed before this Court.11.Heard the learned counsel for the applicants and the learned counsel appearing on behalf of the respondents.12.On carefully going through the relief sought for by the applicants, it is seen that the applicants have sought for a direction to the respondents to produce certain documents/provide/disclose certain details. The issue that arises for consideration is as to whether an application under Section 27 of the Act, can be maintained before this Court qua the directions that have been sought for by the applicants.13.Section 27 of the Arbitration and Conciliation Act, 1996, reads as follows: 27. Court assistance in taking evidence.—(1) The arbitral tribunal, or a party with the approval of the arbitral tribunal, may apply to the Court for assistance in taking evidence. https://www.mhc.tn.gov.in/judis 11A Nos. 2332,2333,2334 & 2335 of 2025 (2) The application shall specify— (a) the names and addresses of the parties and the arbitrators; (b) the general nature of the claim and the relief sought; (c) the evidence to be obtained, in particular,— (i) the name and address of any person to be heard as witness or expert witness and a statement of the subject-matter of the testimony required; (ii) the description of any document to be produced or property to be inspected. (3) The Court may, within its competence and according to its rules on taking evidence, execute the request by ordering that the evidence be provided directly to the arbitral tribunal. (4) The Court may, while making an order under sub-section (3), issue the same processes to witnesses as it may issue in suits tried before it. (5) Persons failing to attend in accordance with such process, or making any other default, or refusing to give their evidence, or guilty of any contempt to the arbitral tribunal during the conduct of arbitral proceedings, shall be subject to the like disadvantages, penalties and punishments by order of the Court on the https://www.mhc.tn.gov.in/judis 12A Nos. 2332,2333,2334 & 2335 of 2025representation of the arbitral tribunal as they would incur for the like offences in suits tried before the Court. (6) In this section the expression “Processes” includes summonses and commissions for the examination of witnesses and summonses to produce documents.14.Section 27 calls upon Courts to render assistance in taking evidence, in particular by compelling appearance of a witness, production of a document or access to a property for inspection. On a careful reading of Section 27 of the Act, it can be safely held that the said provision provides an option to the party or the arbitral Tribunal to rely upon the Courts to assist in taking evidence, by compelling appearance of a witness, production of a document or access to a property for inspection. This is in view of the fact that the arbitral Tribunal by itself may not possess such powers of compulsion. 15.The role of the Court under Section 27 of the Act, is to focus on assisting the arbitral proceedings. The Court can issue directions to a third party or even to the party to the arbitral proceedings to produce documents or https://www.mhc.tn.gov.in/judis 13A Nos. 2332,2333,2334 & 2335 of 2025witnesses by summoning a party.16.Having understood the scope of Section 27 of the Act, it has to be held that the arbitral Tribunal must apply its mind and not mechanically direct an application to be filed before the Court.17.In the case in hand, the very same directions were earlier claimed by the applicants by filing applications under Section 17 of the Act. These applications were contested by the respondents on the ground that the interim measures sought for, is beyond the scope of Section 17 of the Act. The sole Arbitrator by an order dated 08.02.2023, came to a conclusion that the direction sought for by the applicants does not fall within the ambit of Section 17 of the Act. The sole Arbitrator made a passing reference that it will be left open to the applicants to take recourse under Section 27 of the Act.18.The applicants were seeking for a direction to the 1st respondent to provide certain documents, disclose certain details and also to provide the report from an independent Chartered Accountant. It is thus clear that the applicants https://www.mhc.tn.gov.in/judis 14A Nos. 2332,2333,2334 & 2335 of 2025did not seek for any documents or details from any third party and those documents and details were only sought for from the respondents. However, the sole Arbitrator reached a conclusion as if such directions have been sought for against some third parties. The learned Arbitrator also rendered a finding that the interim measure sought for by the applicants does not fall within the ambit of Section 17 of the Act. That does not automatically lead to a conclusion that what cannot be done under Section 17 of the Act, can be enforced under Section 27 of the Act. Hence, if the applicants were aggrieved by the order passed by the sole Arbitrator dated 08.02.2023, they should have challenged the same if the order fell within the scope of Section 37(2)(b) of the Act.19.If the sole Arbitrator was of the view that the documents sought for by the applicants and disclosure of details called for from the respondents, is material to decide the dispute between the parties, the sole Arbitrator could have issued a direction to the respondents. That power is very much available for the sole Arbitrator within the scheme of the Act. If ultimately, the same is not able to be enforced, the applicants can always approach this Court under Section https://www.mhc.tn.gov.in/judis 15A Nos. 2332,2333,2334 & 2335 of 202517(2) of the Act. The scope of Section 17 and 27 of the Act are completely different. A direction that is sought for under Section 17 of the Act, cannot be converted into one under Section 27 of the Act. To that extent, this Court finds that there is a procedural infirmity on the part of the sole Arbitrator.20.In the light of the above discussion, the order passed by the sole Arbitrator dated 24.01.2025, is held to be unsustainable. This Court holds that the sole Arbitrator has all the necessary powers under the Scheme of the Act under Chapter-V. Hence, the learned Arbitrator shall take a decision on merits on the applications filed by the applicants after hearing the respondents and in the said process, the learned Arbitrator shall also go into the issue as to whether the directions as sought for by the applicants can be sustained based on the objections raised by the respondents and pass appropriate orders in accordance with law. https://www.mhc.tn.gov.in/judis 16A Nos. 2332,2333,2334 & 2335 of 202521.In the result, these applications are disposed of in the above terms. There shall be no order as to costs.16-10-2025Index:Yes/NoSpeaking/Non-speaking orderInternet:YesNeutral Citation:Yes/NoKP https://www.mhc.tn.gov.in/judis 17A Nos. 2332,2333,2334 & 2335 of 2025N.ANAND VENKATESH J.KPPre Delivery order in A. Nos.2332, 2333, 2334 & 2335 of 202516-10-2025