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ORDINARY ORIGINAL CIVIL JURISDICTION
COMMERCIAL ARBITRATION PETITION (L) NO. 40115 OF 2025
Messse Frankfurt Trade Fairs India Pvt.
Ltd. ...Petitioner
Versus.
Netlink Solutions India Limited and
Others ...Respondents
Ghandy & Co., for Petitioner.
Mr. Ashish Kamat, Senior Advocate with Mr. Shrey Fatterpekar i/b Mr. Bankim
Gangar, for Respondent No. 1 & 3
Mr. Shanay Shah i/b Ms. Drasti Jani, for Respondent No. 2
Mr. Vishal Kanade with Mr. Pranav Nair & Mr. Omkar Khanvilkar, for
Respondent No. 5
Mr. Rashmin Khandekar with Mr. Kartik Gantha & Mr. Rishabh Shah, for
Respondent No. 6
JUDGMENT
1) This is a Petition filed under Section 9 of the Arbitration and Conciliation Act, 1996 (the Arbitration Act) seeking interim measures before commencement of the arbitral proceedings. The Petition is filed under an apprehension that the exhibitions titled ‘Indian Gifts & Premium Show’ and ‘PPS Expo-Pen, Paper & Stationery Show’ are being held from 22 January 2026 to 24 January 2026 at Jio World Convention Center, Mumbai in breach of ‘non-compete and non-solicit’ clauses of the Asset Purchase Agreement (APA) read with amended Asset Purchase Agreement (amended APA) executed between Petitioner and Respondent Nos.[1] and 3. Accordingly, the Petition is filed for restraining the Respondents from holding the impugned exhibitions, for deposit of amount of Rs.2.50 crores towards damages, expenses and opportunity loss and for other related reliefs.
2) Petitioner is wholly owned subsidiary of Messe Frankfurt GmbH, a company headquartered in Frankfurt, Germany, which is claimed to be globally recognised as one of the largest organisers of trade fairs, congresses and events. Petitioner is an incorporated entity in India and is engaged in the business inter-alia of organising, managing, holding and conducting trade fairs, exhibitions and conferences in India. Respondent No.1 is also an incorporated entity, which has a long-standing presence in the Indian exhibition industry. Respondent No.3 is the founder director of Respondent No.1. With a view to establish a strong presence in Indian market in the stationery and writing article industry, Petitioner entered into a strategic collaboration with Respondent No.1 for jointly conceptualizing and conducting trade exhibitions in the said segment. Accordingly, Petitioner and Respondent Nos.[1] and 3 executed Asset Purchase Agreement (APA) dated 24 September 2018, under which Respondent Nos.[1] and 3 sold intellectual property (trademarks) domain names, goodwill, databases and other assets in favour of the Petitioner in relation to three shows of Respondent No.1 viz., ‘Stationery and Write Show, Corporate Gifts Show and House-ware and Kitchenware show’ for total consideration of Rs.15,24,59,107/-. The Agreement contains ‘non- compete and non-solicit’ clause under which Respondent Nos.[1] and 3 agreed not to carry on or engage in or associate with any business similar to or competing with the same business assets for a period of five years after the closing date.
3) Due to disruptions caused by Covid-19 pandemic, the exhibition scheduled in the years 2020 and 2021 could not be held and since the payment structure under the APA was linked to the financial performance of exhibitions during 2019 to 2022, the parties extended the performance period to include the exhibitions scheduled for 2023 and 2024. Accordingly, amended APA was executed between the parties. According to the Petitioner, Respondent No.2 -Mr. Rakesh Desai, who was then the representative of Respondent No.1 for exhibitions, was also named in the ‘non-compete non-solicit’ clause.
4) In accordance with Clause 5.1(f) of the APA, Respondent No.1 was to provide consultation and cooperation services to the Petitioner for conducting exhibitions in 2019, 2020, 2021 and 2022. Respondent No.1 accordingly provided the agreed services to the Petitioner and Petitioner paid to Respondent No.1 Rs.55,78,541/- for shows held in 2019, Rs.62,82,458/- for shows held in 2022, Rs.1,43,27,939/- for shows held in 2023 and Rs.1,95,16,455/- for shows held in 2024. The Respondent Nos.[1] and 3 effected their exit in the year 2024 and accordingly, the non-compete clause prevented them from doing any similar exhibition business till the year 2029. Petitioner claims that it learnt through interactions with market sources and business counterparts that attempts were being made to breach the APA and amended APA and that such attempts were orchestrated inter alia by Respondent No.2. Petitioner accordingly engaged independent professional viz., IIRIS Consulting Services Pvt. Ltd. (IIRIS), which submitted report dated 4 December 2025.
5) Respondent No.6 is an Association of Persons and is an association of distributors, wholesellers, dealers and other stakeholders and claims be the organizer of ‘Indian Gifts & Premium Show’ and ‘PPS Expo- Pen, Paper & Stationer Show’ scheduled to be held from 22 January 2026 to 24 January 2026 at the Jio World Convention Centre, Mumbai (impugned exhibitions). According to the Petitioner, the impugned exhibitions are being held in breach of the APA and amended APA and has accordingly filed the present Petition under Section 9 of the Arbitration Act seeking following interim measures:- (a) pending the constitution of the arbitral tribunal, hearing and final disposal of the proposed arbitral tribunal proceedings and the making and implementation of the award therein, this Hon'ble Court be pleased to pass an order of injunction restraining the Respondents, their directors, officers, servants, agents, employees, representatives, assigns and/or any other persons claiming through, under or on their behalf, from in any manner holding, organising, conducting, managing, participating in, assisting, facilitating, promoting and/or otherwise being concerned, whether directly or indirectly, with the exhibitions titled "Indian Gifts & Premium Show" and "PPS Expo - Pen, Paper & Stationery Show", scheduled to be held from 22nd January 2026 to 24th January 2026 at the Jio World Convention Centre, Mumbai, or any event of a similar nature or description which directly competes with the Petitioner's shows, sought to be held during the said period or shortly thereafter; (b) pending the constitution of the arbitral tribunal, hearing and final disposal of the award therein, this Hon'ble Court be pleased direct the Respondents, jointly and/or severally, to deposit with this Hon'ble Court an aggregate amount in the sum of Rs. 2,50,00,000/-[Rupees Two Crores and Fifty Lacs Only] being the damages, expenses incurred and opportunity loss borne by the Petitioner;
(c) pending the constitution of the arbitral tribunal, hearing and final disposal of the award therein, this Hon'ble Court be pleased direct Respondent No.6 to file a duly affirmed affidavit on oath, setting out full, true, and complete particulars of its involvement, participation, and/or association, whether direct or indirect, in the exhibitions titled "Indian Gifts & Premium Show" and "PPS Expo Pen, Paper & Stationery Show", scheduled to be held from 22nd January 2026 to 24th January 2026 at the Jio World Convention Centre, Mumbai, and to specifically disclose the nature and extent of its role, if any, in the organisation, facilitation, or promotion of the said exhibitions;
(d) In the alternative to prayer clauses (a) to (c) hereinabove, pending the constitution of the arbitral tribunal, hearing and final disposal of the proposed arbitral tribunal proceedings and the making and implementation of the award therein, this Hon'ble Court be pleased direct Respondent Nos. 1, 2 and 3 to file a duly affirmed affidavit on oath, setting out full, true, and complete particulars, and categorically stating and confirming that they have not, whether directly and/or indirectly, engaged in, participated in, contributed to, or been concerned in any manner whatsoever with the organisation, conduct, management, participation, assistance, facilitation, or promotion of the exhibitions titled "Indian Gifts Premium Show" and "PPS Expo Pen Paper and Stationery Show", scheduled to be held from 22nd January 2026 to 24th January 2026 at the Jio World Convention Centre, Mumbai, or any other exhibition or event of a similar nature, which directly compete with the Petitioner's shows; (e) for interim / ad-interim reliefs in terms of prayer clauses (a) to (d) above; (f) for cost of this Petition; and (g) for such further and other reliefs as the nature and circumstances of the case may require.
6) Petitioner claims that Respondent Nos.[1] and 3, who are signatories to APA and amended APA, are associated with the impugned exhibitions. It is claimed that Respondent No.3 is involved in financial planning behind the impugned exhibitions. It is further claimed that Respondent No.2, who is ex-employee of Respondent No.1, is actually playing a central role in conceptualizing and conducting of the impugned exhibitions. Respondent Nos.[4] to 6 are described as facilitating the breaches committed by Respondent Nos.[1] to 3. It is claimed that Respondent No.4- Company is the alter ego of Respondent Nos.[1] to 3, who is employed as a conduit to channel funds, coordinate logistical records, disseminate promotional material and engage with exhibitors. Respondent No.5 is the event manager described as having close relationship with Respondent Nos.[1] to 3.
7) By order 19 December 2025, this Court, while permitting filing of affidavits by Respondents, directed that steps taken by Petitioner and Respondents shall be at their own risks and consequences. Respondent Nos.[1] to 4 and 6 have filed their respective Affidavits-in-Reply opposing the Petition. The Petition is accordingly taken up for hearing and final disposal.
8) Mr. Seervai, the learned Senior Advocate appearing for the Petitioner takes me through the ‘non-compete and non-solicit’ covenants in the APA and amended APA. He submits that the said covenants operate between the period commencing on 3 January 2024 till 29 May 2029. That the amended APA made non-compete and non-solicit covenants applicable even to Respondent No.2. That Respondent No.2 has falsely claimed ignorance about reflection of his name in the amended APA in his Affidavit-in-Reply, which is belied by email dated 30 July 2021 addressed by Respondent No.3 to Petitioner, with copy marked to Respondent No.2. That in January 2025, Petitioner learnt that Respondent Nos.[1] to 3 in concert with Respondent Nos.[4] to 6 were playing pivotal roles in organisation planning and management of the impugned exhibitions, which are scheduled to be held only one month before Petitioner’s exhibition scheduled to be held in February 2026. That Respondent No.2 is shown to have tendered his resignation from services of Respondent No.1 on 20 March 2025 due to pre-occupation of other assignments and that the resignation is not attributable to Petitioner’s refusal to employ him.
9) Mr. Seervai relies on report of IIRIS to demonstrate involvement of each of the Respondents in organisation of the impugned exhibitions. About Respondent No.1, he submits that it is acting through alter egos/fronts involved in organisation of impugned exhibitions. That the address of Corporate Gifts Association of India (CGAI) is same as that of Respondent No.1, at whose exhibition held on 19 and 20 September 2025, Respondent No.2 was seen promoting the impugned exhibitions. That Respondent No.1 has utilised its vendor named Artel Solutions Pvt. Ltd. (Artel) as an intermediary to channel funds for the impugned exhibitions. That Respondent No.2 is closely associated with Respondent No.1 and is acting as front and alter ego of Respondent No.1. That Respondent No.2 continues to operate from office of Respondent No.1 and was seen at that office by the private investigators. That Respondent No.2 also maintains close association with promoters of Respondent No.5. That Respondent No.2 is involved in helping Respondent No.6, who has no experience in organising exhibitions.
10) Mr. Seervai further submits that Respondent No.3 and his wife were directors of Respondent No.4 till 24 January 2024 and continue to be its shareholders till date. That Respondent No.3 is closely associated with partners of Respondent No.5, who has made payment for booking the venue for impugned exhibitions. That Respondent No.5 maintains close association with Respondent Nos.[2] and 3 and also with Respondent No.1. That Respondent No.5 has received monies from Respondent No.1 routed through Artel. That Rs.60,00,000/- is paid by Ms. Kashvi Chechani, daughter of Praksh Chandra Chechani, who is the chartered accountant of Respondent Nos.[1] and 3. That Respondent No.6, who is shown as ostensible organiser of impugned exhibitions, has no expertise of organising exhibition or trade show of such magnitude. That Respondent No.6 has appointed Respondent No.5 as the event organiser, who has close association with Respondent Nos.[1] to 3. Mr. Seervai has placed on record transcript of call recordings between Respondent No.2 and Ms. Greta Cardoza, the Manager of Zest Services, a business associate of the Petitioner to demonstrate that Respondent No.2 is involved in planning and organisation of the impugned exhibitions.
11) Mr. Seervai further submits that in a case like present one, the courts have consistently held that a party cannot be expected to produce direct evidence for obvious reasons and that court needs to give due weightage to circumstantial evidence. In support of his contentions, he relies on the judgments in Yeshwant Deorao Deshmukh Versus. Walchand, Maharshtra State Board of Secondary and Higher Secondary Education Versus. K.S. Gandhi and Ors. 2, Trishala Jain and Anr.
Versus. State of Uttaranchal and Anr. 3, Commissioner of Income Tax West Bengal Versus. East Coast Commercial Company Ltd. 4, and Securities and Exchange Board of India Versus. Kishore R. Ajmera 5..
12) Mr. Seervai submits that the affidavits filed by Respondent Nos.[1] to 4 and 6 merely contain bald denials and are riddled with glaring inconsistencies. He highlights the inconsistency in the stand taken by Respondent No.2 about ceasing to use premises of Respondent No.1 after resignation as against stand taken by Respondent Nos.[1] and 3 in their Reply that they have let Respondent No.2 use the premises even after resignation due to long standing relationship. Similarly, he highlights contention of Respondent No.2 in his reply that Petitioner’s email 28 March 2024 caused Respondent No.2 to resign whereas Respondent Nos.[1] and 3 have asserted that the resignation was on account of Respondent No.1 being wound up.
13) Mr. Seervai submits that even though Respondent Nos.[4] to 6 are not signatories to APA and amended APA, this Court can make interim measures against them in exercise of powers under Section 9 of the Arbitration Act. In support, he relies upon judgments of Delhi High Court in M/s. Value Advisory Services Versus. M/S. ZTE Corporation and Others 6, and Blue Coast Infrastructure Development (P) Ltd. Versus. Blue Coast Hotels Ltd and another[7]. In support of his contention that non-signatories to arbitration agreement can be impleaded as parties to arbitration, he relies on judgments in Chloro Controls India (P) Ltd. Versus. Severn Trent Water, Ameet Lalchand Shah and others Versus. Rishabh
Enterprises and another 9, ONGC Ltd. Versus. Discovery Enterprises (P) Ltd. and another 10, and Cox and Kings Ltd. Versus. SAP India (P) Ltd. 11.
14) Mr. Seervai would accordingly submit that the Petitioner has made out a prima facie case demonstrating that Respondent Nos.[1] to 3 acting in concert and connivance with Respondent Nos.[4] to 6 are organizing and holding the impugned exhibitions in breach of non-compete and non-solicit covenants in the APA and amended APA. He therefore prays for making the Petition absolute in terms of the prayers made therein.
15) Mr. Kamat, the learned Senior Advocate appearing for Respondent Nos.[1] and 3 opposes the Petition submitting that the Petition merely makes an illusion of cause of action, when none exists in reality. He accuses Petitioner of gross delay by contending that it is Petitioner’s own case that it acquired knowledge about the impugned actions in January
2025. However, the Petition is filed and moved at the last minute after waiting for over a year. That the Petition is full of conjunctures, assumptions and is based on absence of cogent evidence of association of Respondent Nos.[1] or 3 with the impugned exhibitions. That the Petition is based purely on the report of IIRIS, which is merely a private agency engaged by Advocates of Petitioner solely for the purpose of filing of the present Petition. That the report of IIRIS does not name the sources and claims no responsibility in respect of conclusions reached therein. That the report is abridged version and not a primary document. Relying on judgment of Patna High Court in Mukesh Kumar Singh V/s. State of Bihar and others 12 he submits that it is dangerous to rely upon such speculative report.
Later Patent Appeal No. 1228 of 2018 decided on 17 July 2019 16) Mr. Kamat accuses Petitioner of suppressing email dated 28 March 2024 in response to request of Respondent No.3 to employ Respondent No.2. He submits that while rejecting the request for employment of Respondent No.2, Petitioner took a position that it was willing to accept losses but would not take Respondent No.2 on board, which led to tendering of resignation of Respondent No.2. That suppression of the said email disentitles the Petitioner from seeking any equitable relief. He relies on judgment of the Apex Court in Bhaskar Laxman Jadhav and Ors. Versus. Karmaveer Kakasaheb Wagh Education Society and Ors.13, Dalip Singh Versus. State of Uttar Pradesh and Others 14 and of this Court in Shantappa alias Shantesh S. Kalasgond Versus. M/s. Anna15.
17) Mr. Kamat further submits that Respondent Nos.[1] and 3 have no association with Respondent No.2 or with Respondent Nos.[4] to 6. He takes me through the affidavit-in-reply of Respondent Nos.[1] and 3 to buttress the submission. He submits that the principle of lifting corporate veil cannot be applied to in relation to contractual disputes and relies on judgment in Sudhir Gopi Versus. Indira Gandhi National Open University and another16. Lastly, he relies on judgment of Delhi High Court in Varun Tyagi Versus. Daffodil Software Pvt. Ltd.17 in support of contention that non-compete clause deserves strict construction and cannot be enforced on speculative cause of action. He prays for dismissal of the Petition.
18) Mr. Shah, the learned counsel appearing for Respondent No.2 also opposes the Petition submitting that Respondent No.2 is not a party to APA or amended APA and hence not bound by the non-compete
2025 SCC Online Del 4589 clause. He submits that Petitioner has not been able to demonstrate association of Respondent No.2 with the impugned exhibitions in any manner. That mere spotting of Respondent No.2 at an exhibition organised by CGAI cannot be a reason for assuming that Respondent No.2 was promoting the impugned exhibitions. That CGAI in non-profit body comprising of 800 members and mere presence of Respondent No.2 at exhibition of CGAI cannot be a ground for assuming that Respondent No.2 is organising the impugned exhibitions. He strongly objects to production of alleged transcript of telephonic conversation with Ms. Greta Cardoza, which is not supported by affidavit. He submits that IIRIS report is not based on any credible evidence and clearly clarifies that the same does not independently guarantee absolute accuracy. He submits that Respondent No.2 has resigned from Respondent No.1 and is otherwise not bound by any contractual covenants of APA executed by Respondent No.1 in view of provisions of Section 27 of the Indian Contract Act, 1872. In support he relies on judgment of this Court in VFS Global Services Pvt. Ltd. Versus. Suprit Roy 18. He prays for dismissal of the Petition.
19) Mr. Khandekar, the learned counsel appearing for Respondent No.6 submits that the Petition is grossly delayed as Respondent No.6 had informed Petitioner about the impugned exhibitions on account of its silver jubilee in January 2025 itself. That Respondent No.6 has openly and transparently proceeded with planning of the exhibition, booking of venue, appointment of event managers, etc. That the impugned exhibitions have been advertised in various social media. He submits that Respondent No.6 is third party to the arbitration agreement and therefore no relief can be granted against it. He submits that relief under section 9 cannot be granted against property of third party. That subject matter of arbitration is property of Respondent No.6 and therefore no order qua such property can 2007 SCC Online Bom 1083 be made under Section 9 of the Arbitration Act. In support, he relies on judgment of this Court in Hemant D. Shah and others Versus. Chittaranjan
20) Mr. Kanade, the learned counsel appearing for Respondent No.5 submits that his client is merely acting as event manager and that beyond making bald averments of close professional and commercial ties of partners of Respondent No.5 with Respondent Nos.[1] to 3, no attempt is made to establish that Respondent No.5 has any connection with the APA or amended APA. That there is no averment or material to show that Respondent No.5 is acting for Respondent Nos.[1] to 3. That Petitioner cannot claim monopoly in the business and mere execution of APA with Respondent No.1 does not mean that no other entity can hold exhibitions in the areas covered by the APA. He also prays for dismissal of the Petition.
21) Rival contentions of the parties now fall for my consideration. Appeal No. 658 of 2006 decided on 5 September 2006 2024 SCC OnLine Bom 3111 2025:BHC-OS:18704 2025 SCC OnLine SC 2746 22) Petitioner is a subsidiary of Messe Frankfurt GmbH, which is a German based company and claims to be globally acknowledged for organising trade fairs, congresses and events. It has set up an Indian arm (Petitioner) for doing exhibition business in India. Respondent No.1 is also well established in organising exhibitions and trade fairs in India and has long standing presence in India since 1984. Petitioner got itself associated with Respondent No.1 for establishing its presence in India and entered into commercial transaction, under which it decided to purchase the business and assets of Respondent No.1 in relation to three exhibitions of Respondent No.1 in ‘Stationery and Write Show’, ‘Corporate Gifts Show’ and ‘Houseware and Kitchenware show’. However, for initial four years, Petitioner decided to associate with Respondent No.1 for organisation of exhibitions during 2019 to 2022 by utilising expertise and experience of Respondent No.1 in India. Accordingly, APA was executed between Petitioner and Respondent No.1 on 24 September 2018 to which Respondent No.3 is also a signatory. Under the APA, Petitioner purchased intellectual property (trademarks), domain names, goodwill, databases and other assets of Respondent No.1 in relation to the three named shows for total consideration of Rs. 15.25 crores. As per clause 5.1(f) of the APA, Respondent No.1 continued providing services for organisation of exhibition in the year 2019 for which Petitioner paid to Respondent No.1 fees of Rs.55,78,541/-.
23) Since exhibitions could not be held due to disruptions caused by Covid-19 pandemic during 2020 and 2021, parties decided to extend the closing date to enable Respondent No.1 to associate with exhibitions during 2023 and 2024. Accordingly, amended APA was executed on 1 September 2021, under which the closing date got extended upto 29 May 2024. Accordingly Respondent No.1 provided services to the Petitioner for exhibitions held during 2022, 2023 and 2024 for which Petitioner paid to Respondent No.1 fees of Rs.62,82,458, Rs.1,43,27,939/- and Rs.1,95,16,455/- respectively. At the end of the closing date, Respondent No.1 issued letter dated 29 May 2024 giving notice of discontinuation of consultation and cooperation services.
24) The APA and the amended APA contain non-compete/nonsolicit clauses as well as arbitration agreement. The present Petition essentially emanates out of claim of the Petitioner that Respondent Nos.[1] to 3 have breached non-compete and non-solicit clauses under the APA and the amended APA in concert and collusion with Respondent Nos.[4] to 6. Therefore, it would be necessary to refer the said non-compete and nonsolicit clauses.
25) Clause 6 of APA contains following non-compete and nonsolicit clause.
6. NON-COMPETE AND NON-SOLICIT
6.1. Except as previously approved by the Purchaser, the Seller, Promoter and majority shareholders of the Seller shall not, during the period commencing on the Closing Date and expiring after a period of 5 years after the Seller provides a written notice for discontinuation of the consultation and cooperation services in the manner set out in Clause 5.[1] (f) (iii): (6) directly or indirectly, either by themselves or in concert with each other or any other person (i) carry on, engage in or be directly or indirectly interested in any manner in any business, similar to or competing with the Exhibition; (ii) participate in as an investor, manager, consultant, employee orfin any other capacity in any business substantially similar to or competing with the Exhibition; or (iii) supply any product, carry out or undertake or provide any service which is the same as or similar to the Exhibition, within the Territory. (b) induce or attempt to induce any officers, employees any officers, employees, representatives or agents of the Purchaser or any of its Affiliates to leave the employment of the Purchaser or any such Affiliate for employment with the Seller or any of its Affiliates, or violate the terms of their contracts, or any employment arrangements, with the Purchaser or any such Affiliate of the Purchaser.
6.2. The Seller and the Promoter acknowledge and agree that the restrictions set out in this Clause 6 are a material inducement and condition to the Purchaser agreeing to purchase the Purchased Assets from the Seller and such restrictions are reasonable as to time and scope of the activity and do not impose a greater restraint than is necessary to protect the goodwill associated with the Exhibition and the legitimate business interests of the Purchaser.
26) After parties extended the closing date by amended APA dated 1 September 2021, Clause No.6.[1] in the APA was replaced as under:-
3.12 Clause 6.[1] of the APA shall stand replaced with the following revised clause 6.1: 6.[1] The Seller, Promoter and majority shareholders of the Seller shall not and shall ensure that their employees and consultants (which for the avoidance of doubt shall include Mr. Rakesh Desai who is currently the Seller's representative for the purpose of the Exhibitions) shall not directly or indirectly, during the period commencing on the Closing Date and expiring after a period of 5 years after the Seller provides a written notice for discontinuation of the consultation and cooperation services in the manner set out in Clause 5.[1] (f) (iii): (a) directly or indirectly, either by themselves or in concert with each other or any other person (i) carry on, engage in or be directly or indirectly interested in anymanner in any business similar to or competing with the Exhibition; (ii) participate in as an investor, manager, consultant, employee or in any other capacity in any business substantially similar to or competing with the Exhibition; or (iii) supply any product, carry out or undertake or provide any service which is the similar to the Exhibition, same as or within the Territory. (b) induce or attempt to induce any officers, employees Or any officers, employees, representatives or agents of the Purchaser or any of its Affiliates to leave the employment of the Purchaser or any such Affiliate for employment with the Seller or any of its Affiliates, or violate the terms of their contracts, or any employment arrangements, with the Purchaser or any such Affiliate of the Purchaser."
27) Thus, Respondent Nos.[1] and 3 agreed under Clause 6 of the APA that for a period of five years from closing date, they shall not directly or indirectly, either by themselves or in concert with any other person, carry on, engage in or be directly or indirectly interested in any business similar to or competing with the exhibitions or even participate as an investor, manager, consultant, employee or in any capacity in such business. Under Clause 6.2, it was agreed that the restrictions set out in Clause 6 were material inducement and condition to the Petitioner agreeing to purchase the assets from Respondent Nos.[1] and 3.
28) At the time of execution of amended APA dated 1 September 2021, parties decided to slightly amend Clause 6.[1] of the original APA and Respondent No.2 was also sought to be included in the restrictive covenant. However, Respondent No.2 is not signatory to amended APA. There is dispute between the parties as to whether Respondent No.2 is bound by the non-compete clause in the amended APA.
29) As observed above, the contractual arrangement of providing consultation and cooperation services ended between Petitioner and Respondent No.1 on 29 May 2024 and accordingly the five-year restriction of non-compete clause operates till 29 May 2029. According to the Petitioner, the impugned exhibitions scheduled to be held during 22 to 24 January 2026 are being conducted by Respondent Nos.[1] to 3 in concert and connivance with Respondent Nos.[4] to 6 and are therefore violative of the non-compete clause as per the APA and amended APA.
30) Therefore, the short factual controversy to be resolved at this prima-facie stage is whether Respondent Nos.[1] and 3 are associated, in any manner, in the conduct of the impugned exhibitions. Also involved is the controversy whether Respondent No.2 is bound by covenants of amended APA and whether he is also associated with the conduct of the impugned exhibitions.
31) Before going into merits of allegations of concert and connivance between Respondent Nos.[1] to 3 and Respondent Nos.[4] to 6 it must be noted that the Petitioner has filed the present Petition after substantial delay. Though the exhibitions are scheduled to be held during 22 to 24 January 2026, Petitioner itself has admitted acquisition of knowledge about the exhibitions in January 2025. This is clear from following averments in para 3.20 of the Petition:-
3.20 Pertinently, by January 2025, the Petitioner had already begun hearing from multiple stakeholders across the industry about the Respondents' shows and the subsequent resignation of Respondent No.2, cloaked under suspicious circumstances, merely reinforced the Petitioner's conviction that Respondent No.2 played and continues to play a direct and substantial role in the conception, planning, organisation, and management of those shows.
32) Thus, Petitioner has specifically admitted in the Petition that it had acquired knowledge about Respondent No.2 playing direct and substantial role in organising the impugned exhibitions. These are judicial admissions in the pleadings constituting waiver of proof as held by the Apex Court in Nagindas Ramdas Versus. Dalpatram Iccharam Brijram and. In addition to the judicial admissions, acquisition of knowledge about holding of impugned exhibitions by Respondent No.6 by the Petitioner in January 2025 is otherwise apparent from email correspondence between Petitioner and Respondent No.6. It appears that Respondent No.6 had objected to use of its logo by the Petitioner by email dated 23 January 2025 in which Respondent No.6 has stated that it was not willing to participate in the exhibitions of the Petitioner and that it was focusing on its own events. After receiving Petitioner’s response on 24 January 2025, Respondent No.6 wrote back to the Petitioner on 28 January 2025 clearly stating as under:- ‘In our mutual discussions on phone and whenever we had meetings, we explicitly mentioned that SSVA is celebrating its 25th Anniversary (Silver Jubilee) with various events, including our own trade exhibition.’ 33) Furthermore, Respondent No.6 started advertising the impugned exhibitions on social media. On 22 June 2025, Respondent No.6 made publications relating to launch of ‘Pen, Paper and Stationer’ PPSexpo 2026’ in Mumbai during 22 to 24 January 2026 at Jio World Convention Centre. The rates for booking 850+ booths spread over area of 1,75,000 sq.ft. were also published. Petitioner thus had full idea about
Respondent No.6 organising the impugned exhibitions to celebrate its silver jubilee. However, the present Petition is filed on 8 December 2025 by showing false urgency of receipt of report of external investigator-IIRIS, which is dated 4 December 2025. Interestingly, IIRIS has conducted investigations not at the behest of the Petitioner but at the behest of its Advocate. Thus, it prima-facie appears that the investigation report is sought for the sole purpose of creating false urgency, when none existed in reality. I am therefore, not inclined to grant any equitable relief in favour of the Petitioner, who has failed to move before this court with necessary alacrity. This is the first reason why no relief deserves to be granted in favour of the Petitioner in the present Petition.
34) For demonstrating association of Respondent Nos.[1] to 3 with the impugned exhibitions and for proving the allegation of concert and connivance of Respondent Nos.[1] to 3 with Respondent Nos.[4] to 6, Petitioner has relied upon report of private investigator-IIRIS. It must be observed at the very outset that the report of IIRIS itself contains several caveats as under: IIRIS does not name the sources interacted with, to maintain confidentiality of the sources. Please be advised that this report is a summary of a more extensive investigation. It has been abridged to adhere to the legal standards of brevity and relevance for court submission. While it accurately presents the key findings, the full investigative report provides a more comprehensive picture and should be considered the primary source document for a complete understanding of the investigation. However, we have relied on the information provided by third-party sources and cannot independently guarantee its absolute accuracy or completeness. The findings of this report are based on the information available at the time of the investigation, and subsequent events or the discovery of new information may alter the conclusions.
35) Based on report of IIRIS, Petitioner has sought to associate Respondent Nos. 1 to 3 with the impugned exhibitions. The major factors pressed before me to demonstrate such association are:
(i) Respondent No.1 had same address as that of CGAI which had organised exhibition on 19 and 20 September 2025, whereat Respondent No.2 was spotted promoting the impugned exhibitions,
(ii) Respondent No.1 has utilised Artel, which is a company of chartered accountants of Respondent Nos.[1] and 3, to channel funds for the impugned
(iii) Respondent No.2 continues close association with Respondent Nos.[1] and 3 and has a cabin in the office of Respondent No.1 and is therefore an alter ego of Respondent Nos.[1] and 3. Respondent No.2 was spotted by the investigators in the office of Respondent No.1.
(iv) Respondent No.2 is associated with the impugned exhibitions as he has openly advertised the same and solicited clients as is clear from conversation between him and Ms. Greta Cardoza.
(v) Respondent No.3 was the director of Respondent No.4 and is closely associated with partners of Respondent No.5 who is the event manager for the impugned exhibitions.
(vi) The daughter of chartered accountant of Respondent Nos.[1] and 3 has paid Rs.60 lakhs for booking the venue for the impugned exhibitions.
36) I now proceed to examine whether the above suggestions made by the Petitioner are sufficient for drawl of a conclusion that Respondent Nos.[1] and 3 are actually organizing or are even associated with the impugned exhibitions. Merely because cabin of Respondent No.2 is still maintained in the office of Respondent No.1 after his resignation, the same would not ipso-facto mean that Respondent No.2 has taken part in any activity of the impugned exhibitions on behalf of Respondent No.1. There is undoubtedly long association between Respondent Nos.[1] and 3 and Respondent No.2. This is evident from the fact that Respondent No.3 had requested Petitioner to employ Respondent No.2 after sale of the assests was complete. It is Petitioner who refused to employ Respondent No.2 and showed willingness to incur losses by not utilising the experience and expertise of Respondent No.2. It would be apposite to reproduce email dated 28 March 2024 which reads thus: Dear Minesh I hope this mail finds you well and you and your family had a very Happy Holi. Following on from our meeting on Tuesday 20th February at our offices, I thought long and hard about all the points that you had bought up and your insights into the sector and all the recent developments. From this a few things really stuck in my mind and I then further studied some of the processes internally before coming to a conclusion. Firstly as requested please find attached the forecast budget for the next 3 editions for your review, so you can see from a financial perspective what we are expecting to happen and a major part of the forecasting assumption, is taken from exactly what you had told me that would happen, which I will summarise below; The key decision is that I will now run the show without the involvement of Rakesh, and based on what you had said to me, that immediately Rakesh is not there I will lose 1,500 sqm and this has been my starting point in my forecasting from 2025 onwards. I have will therefore do the following to build up the show going forward.
2 I will incorporate more marketing activities, which are done for my other shows very successfully and which have been rejected for this show in the past.
3 I will coordinate more face to face meetings between our customers and my keys sales staff throughout the year and will arrange some networking events for the same. The basis of my decision, was very much on the fact that I cannot have any of my business reliant on one person alone, I run over 15 exhibitions and not one of these is reliant on any one individual, this is not a good business practice and it is something that I would not like to have within my company, and therefore, I am prepared to take the hit (1,500sqm), as you mentioned to me and build from that point on the terms of MFI. You also mentioned on how clear and driven you are on your business, and you are 100% confident in what you do and the steps that you take, I am of the same character, and having been in the exhibition business for over 30 years and having run companies and exhibitions across a number of countries globally, I am equally confident that I can make CGS & PWI a great success and implement the same systems and processes as we have in all our other shows in MFI, so that we do not have this unacceptable situation whereby companies are allowed to participate in the expo without having paid for the booth and have collections outstanding not for months but years. I understand that it will be a challenge in the beginning as undoubtedly Rakesh as a great reputation in the industry and has forged long standing relationships with the exhibitor base, but I am very confident that we can do the same, and ultimately these companies are all here to do business and if we can deliver the right platform, with the relevant visitors for them, then I am sure we can win these exhibitors back and forge our own relationships with them as we have done with all our other exhibitions in India. Now you have my clear answer to your questions from our meeting, which I wasn't able to give you at that time as we were all fully occupied with Bharat Tex, which thankfully went off extremely well and was a great success. I look forward to seeing you on my next trip to Mumbai and wish you a good Easter weekend. Kind regards Raj
37) If Respondent Nos.[1] or 3 had any nefarious designs of doing business clandestinely through Respondent No.2, they would not have requested Petitioner to employ Respondent No.2. Petitioner is accused of suppressing email dated 28 March 2024 and, in my view, non-disclosure thereof would also be one of the factors disentitling the Petitioner for equitable relief under Section 9 of the Arbitration Act. It is not for litigant to decide how much is to be disclosed and a duty is cast on the litigant to make full and complete disclosure without deciding relevancy of disclosure. Reliance in this regard by Mr. Kamat on judgment of the Apex Court in Bhaskar Laxman Jadhav and of this Court in Shantappa alias Shantesh S. Kalasgond (supra) is apposite. The email dated 28 March 2024 is vital to the issue of deciding Petitioner’s entitlement to equitable relief of interim measures as the said email negatives any possibility of illintention on the part of the Respondent No.1/3 to do business in an indirect manner through its employee/ex-employee. Respondent No.1/3 were willing to offer services of Respondent No.2 possessing vast experience of organising exhibitions and trade fairs to the Petitioner with bonafide intention. Such