Delhi High Court Upholds Arbitral Order Allowing Affle To Inspect Talent Unlimited's Records As Shareholder

The Delhi High Court on Saturday upheld a SIAC Arbitral Tribunal's order granting interim relief to Affle India Limited, a listed mobile advertising technology company. The order permits inspection of the records and premises of Talent Unlimited Online Services Private Limited, developer of the “Bobble Keyboard” app.

The court held that the arbitrator's interpretation of Affle's inspection rights as a shareholder of Talent Unlimited Online Services Private Limited under Clause 3.4 of the Shareholders' Agreement was correct and warranted no interference. 

The Bench of Justice Jasmeet Singh, referring to Clause 3.4 of the Shareholders' Agreement, held, “perusal of the clause, reproduced above, clearly shows that the respondent has a right to inspect, which has been so exercised by the respondent and recognised by the Sole Arbitrator. Hence, I am of the view that the findings of the Sole Arbitrator are based on correct interpretation of Clause No. 3.4 of the SHA.”

The arbitral tribunal, by order dated March 11, 2024, directed inspection. This was made subject to execution of a non-disclosure agreement and confidentiality undertakings.

Rejecting the contention that the relief amounted to final relief, the court held that the interim direction was conditional and not declaratory in nature. It observed, " On the other hand, what has been granted as interim relief is only a supervised inspection right guided by NDA and Confidentiality Undertaking, for the time being, to allow the respondent its inspection rights. The same cannot be said to be of permanent or declaratory nature like the final relief. Had the interim relief been in the nature of the final relief there would have been no restrictions on the parties to sign the NDA and Undertakings, as done in the impugned Order."

On the argument that the agreement was determinable and barred under the Specific Relief Act, the Court upheld the arbitral finding based on Clause 14.10 of the agreement. The tribunal noted that “Clause 14.10 of the SHA confers the right on the parties to seek specific performance and therefore is not determinable within the meaning of Section 14 of the SRA 1963.”

Reiterating the limited scope of interference under Section 37, the court held that the arbitral view was a plausible one. It said the court cannot substitute its own view unless the finding is perverse or arbitrary.

Upholding the finding on irreparable harm, the court observed, “the reasoning provided in paragraph Nos. 5.72 to 5.74 of the impugned Order, shows Arbitrator‟s reasoning for the existence of irreparable harm in favour of respondent and the same shows due application of mind. The reasoning is both fair and reasonable and based on correct interpretation of the SHA."

The court dismissed the appeal. It directed the judgment debtors to comply with the tribunal's order expeditiously and in any case within four weeks from April 4, 2026.

For Appellants (Talent Unlimited Online Services Pvt. Ltd. & Anr.): Advocates Manik Dogra, Sandeep Devashish Das, Anandini Kumari Rathore, Arijeet Bhattacharjee.

For Respondent (Affle India Ltd.): Advocates Jayant Mehta, Abhishek Ghai.