The Delhi High Court twice ruled to protect BharatPe's governance rights over Unity Bank. The court called Unity Bank's attempts to bypass a shareholder agreement "an argument of desperation." This ruling sets a clear precedent for how co-founders navigate power dynamics in regulated joint ventures.
How We Got Here
The dispute stems from the 2021 Shareholders’ Agreement between BharatPe’s parent, RIPL, and Centrum/Unity Bank. Unity Bank had challenged an earlier single judge's interim order, seeking to make decisions on 'Reserved Matters' without RIPL's consent.
The Numbers
- The Delhi HC confirmed Unity Bank explicitly sought RIPL's consent in writing, disproving its "inadvertent error" claim.
- The court upheld Clause 8 of the Shareholders’ Agreement, which requires prior written consent from RIPL and Centrum for "Reserved Matters."
- It also observed that the Reserve Bank of India (RBI) had never objected to the SHA, rejecting Unity's argument to the contrary.
- The bench noted Clause 8 includes a non obstante clause, giving it precedence over Unity Bank's Articles of Association.
What Happens Next
🇮🇳 Why This Matters for India
For fintech founders in Bangalore and Hyderabad considering joint ventures, this ruling clarifies the enforceability of governance clauses and minority shareholder protections.
The Take
Unity Bank played a risky game, attempting to brush off explicit contractual obligations as "inadvertent errors," and lost decisively. This is a critical affirmation for founders of regulated entities: your foundational shareholder agreements will hold up in court.
Source:
YourStory ↗