The Delhi High Court has dismissed an appeal filed by Unity Small Finance Bank against an interim order restraining it from placing a proposed capital restructuring resolution before its Board without obtaining prior written consent from Resilient Innovations Pvt Ltd and Centrum Financial Services Ltd.
A Division Bench of Justice C. Hari Shankar and Justice Vinod Kumar, in its November 5, 2026 judgment, upheld the interim protection granted to Resilient Innovations in its dispute with the bank over the terms of a Shareholders' Agreement (SHA).
The dispute arose from a Shareholders' Agreement executed on October 26, 2021, between Unity Small Finance Bank, Resilient Innovations and Centrum Financial Services. The agreement identified certain corporate decisions, including changes to the bank's capital structure, as "Reserved Matters", requiring prior written consent from both Resilient and Centrum.
Unity proposed increasing its authorised share capital from Rs 4,000 crore to Rs 4,900 crore to facilitate the conversion of existing warrants into compulsorily convertible preference shares (CCPS).
Resilient approached the Delhi High Court under Section 9 of the Arbitration and Conciliation Act, 1996, seeking to prevent the bank from placing the proposal before its Board without the required consent.
On July 24, 2026, a Single Judge restrained Unity from tabling, discussing or approving the resolution. The bank subsequently challenged that interim order before the Division Bench.
The Division Bench noted that Clause 6.11(d), read with Clause 8 of the SHA, prohibited the Board from even discussing a Reserved Matter without prior written consent from Centrum and Resilient.
The Court also highlighted that Unity had itself acknowledged the requirement of consent in Agenda Item 18 and in three communications sent to Resilient. However, the Resilient had refused to grant the required consent.
The Bench observed:
"There is obviously no ground, whatsoever, for us to interfere with the impugned judgment of the learned Single Judge."
Rejecting Unity's argument that the injunction interfered with RBI requirements concerning the warrants, the Court clarified:
"The learned Single Judge has not interdicted enforcement of the warrants, but has merely directed, effectively, that their enforcement had to be in terms of Clause 8 of the SHA. No directive of the RBI stands breached thereby."
The Court held that the proposed increase in authorised share capital fell within the definition of a Reserved Matter under Schedule 2 of the agreement. It also found that Clause 5.2 independently required the relevant consent for the proposed additional capital arrangements.
Finding no ground to interfere with the Single Judge's interim order, the Bench concluded:
"The appeal is dismissed."
Case Title: Unity Small Finance Bank v. Resilient Innovations Pvt Ltd & Ors.
Case Number: FAO(OS) (COMM) 221/2026
