Saahil Nayar Vs Vermilon Cosmetics Private Limited & Ors.

$~36

IN THE HIGH COURT OF DELHI AT NEW DELHI

- O.M.P.(I) (COMM.) 36/2026 & I.A. 2676/2026

SAAHIL NAYAR .....Petitioner Through: Mr. Ravi Sikri, Sr. Adv. with Mr. Gaurav Goyal, Mr. Deepak Yadav, Mr. Rohit Agrawal, Mr. Nishant Goyal and Mr. Vaibhav Sharma, Advs. Mob: 9899886074 Email: [email protected]

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versus

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VERMILON COSMETICS PRIVATE LIMITED & ORS.

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.....Respondents Through: Mr. Sandeep Sethi, Sr. Adv. with Mr. Aditya Mukherjee, Mr. Chaitanya Gupta and Ms. Ria Kumar, Advs. for R-1 to 4. Mob: 9780310552 Email: [email protected]

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CORAM: HON'BLE MS. JUSTICE MINI PUSHKARNA

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O R D E R % 02.02.2026

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The present petition has been filed under Section 9 of the Arbitration and Conciliation Act, 1996 (“Arbitration Act”), seeking urgent interim measures for protection and preservation of the subject matter of the disputes, arising out of Shareholders’ Agreement dated 18^th March, 2025 and the Employment Agreement dated 18^th March, 2025, executed between the petitioner and the respondents.

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Learned Senior Counsel appearing for the petitioner submits that

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This is a digitally signed order.

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The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 03/02/2026 at 12:42:12

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petitioner is the Managing Director (“MD”) and Chief Executive Officer (“CEO”) of the respondent no. 1 – Company and the significant shareholder therein. The petitioner was inducted into respondent no. 1 in 2024 to professionally lead, scale and institutionalize its business, pursuant to which, the brand „Mila Beaute‟ was conceptualized, launched and rapidly scaled under his leadership.

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It is submitted that on the basis of the petitioner’s appointment and strategic role, respondent no. 5 invested approximately Rs. 18 Crores in March, 2025, followed by a further investment in November, 2025.

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Learned Senior Counsel appearing for the petitioner submits that from May, 2025 onwards, the respondent nos. 2 to 4 began systematically excluding the petitioner from accessing the banking information, financial statements, inventory details and operational control, despite his position as MD and CEO. The petitioner received payment of only partial salary amount of Rs. 3 Lacs, contrary to contractual entitlement.

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Learned Senior Counsel for the petitioner submits that in the months of October-November, 2025, the petitioner began experiencing serious mental health issues owing to overwhelming work pressure and sustained hostile conduct by the respondents. It is submitted that in the early November, 2025, the petitioner was medically advised to take complete rest, and the respondents were duly informed of his condition and ongoing treatment.

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It is submitted that petitioner received another partial salary payment of Rs. 2 Lacs in November, 2025. No further salary was paid thereafter, resulting in outstanding dues exceeding to Rs. 80 Lacs towards the salary of the petitioner. Additionally, the petitioner has further claims of

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This is a digitally signed order.

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The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 03/02/2026 at 12:42:12

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approximately Rs. 20 Crores towards his shareholding in the respondent no. 1 – Company.

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Learned Senior Counsel appearing for the petitioner has expressed urgency in the matter and has stated that the employment of the petitioner may not be terminated, in the meanwhile.

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Attention of this Court has been drawn to the Shareholders’ Agreement dated 18^th March, 2025, which contains Clause 17 pertaining to the dispute resolution in the following manner:

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This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 03/02/2026 at 12:42:12

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Attention of this Court has also been drawn to the Employment Agreement dated 18^th March, 2025, which also contains an Arbitration Clause, i.e., Clause 15, in the following manner:

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“

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”

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Learned Senior Counsel appearing for the petitioner submits that the petitioner has tried to reconcile with the respondent no. 1 – Company, regarding the disputes between the parties, and is still open to the same. 11. However, learned Senior Counsel appearing for respondent nos. 1 to 4

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This is a digitally signed order.

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The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 03/02/2026 at 12:42:12

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raises serious objections to the said submission and submits that the petitioner himself had stopped attending the office of the respondent no. 1 – Company and that he has abandoned the employment of respondent no. 1, since November, 2025.

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Per contra , learned Senior Counsel appearing for the petitioner submits that the petitioner attended the meeting of the Governing Body in January, 2026.

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After some arguments, both the parties are ad idem that the matter can be referred to a Sole Arbitrator, in terms of the Arbitration Clauses contained in the Shareholders’ Agreement dated 18^th March, 2025 and the Employment Agreement dated 18^th March, 2025.

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Both the parties give their consent that the matter can be referred to arbitration.

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Accordingly, this Court is satisfied that there exist valid Arbitration Clauses in the present case. Further, there are disputes between the parties which need to be adjudicated by an Arbitrator.

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Consequently, the following directions are issued:

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i. Justice (Retd.) Vipin Sanghi, Former Chief Justice, Uttarakhand High Court, (Mobile No.: 9871300037) is appointed as a Sole Arbitrator to adjudicate the disputes between the parties.

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ii. The remuneration of the Arbitrator shall be in terms of Schedule IV of the Arbitration Act.

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iii. The Arbitrator is requested to furnish a declaration in terms of Section 12 of the Arbitration Act prior to entering into the reference. In the event, there is any impediment to the Arbitrator’s appointment on that count, the parties are given liberty to file an appropriate application

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This is a digitally signed order.

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The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 03/02/2026 at 12:42:12

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before this Court.

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iv. It shall be open to the respondents to raise counter-claims, if any, in arbitration proceedings.

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v. It is made clear that all the rights and contentions of the parties, including, the arbitrability of any of the claims and/or counter-claims, any other preliminary objection, as well as claims on merits of the dispute of either of the parties, are left open for adjudication by the Sole Arbitrator.

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vi. The petitioner is granted liberty to approach the Sole Arbitrator immediately, and seek reliefs, which form subject matter of the present petition.

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The petition, along with the pending application, is disposed of in the aforesaid terms.

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MINI PUSHKARNA, J

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FEBRUARY 2, 2026/ SK

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This is a digitally signed order.

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The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 03/02/2026 at 12:42:12

Saahil Nayar v. Vermilon Cosmetics Private Limited & Ors.

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Saahil Nayar v. Vermilon Cosmetics Private Limited & Ors.

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