High Court · 2018

iiii_i:','r""rr=u,#:*$*skii#*1ry,d#Ttilti*itilltf servants and or any third persors ri"r-.tJii,ii. ?n9 / grrntJiivi"g .rin uny rnanner changing the sharehotding or i;pi;doent,No. 1.co-mpany by way of rssuance or a'{)tment or--transfer-of ".t-fi;it-;';hares in favor of anv third ff X,:[".:] J,: i? li:*;.;;i *r"' oi N;. I iiti" J n t n " "nlii" Counsel for the Appe["n,]:.p_o!OPpeals : SRt A VENKATESH, Senior vounsel representing SRI VADEENDnA UOSHI -o=r"''{""pono""i counsel for the Respondent No.l in both Appears: sRr M.v. pRATAp K,MAR Counset for the Respondent No.2 in both Appeats: SRt K V RUSHEEK REDDY The Court delivered the following: COMMON JUDGMENT INTHEHIGHcoURTToRTIIESTATEoFTELAI{GAI{A AT I TDERABAD THEHON'BLEJUSTTCEMOUSHUMIBI{ATTACHARYA AIID THE HON'BLE JUSTICE GADI PRAVTEN KUMAR 1 DATErz 24.L2.2O25 Between: K.N. Mahesh Prasad Optimus Drugs Private Limited and Another AND .....ApPellant Respondents Mr.A.Vcnkatesh,learnedSeniorCounselrepresentingMr.VadeendraJoshi,learned counsel for the aPPellant' Mr. M.V. Pratap Kumar, learned counsel for the respondent No'1' Mr. K.V. Rusheek Reddy, learned clunsel for the respondent No'2 coMMON JUDGMENT: (Per Hon',ble Justie Moustumi Bhattacharyal

1. Both the Appeals are being disposed of by this Common Judgment.Theimpugnedordersinvolvethesamepartiesand subject-matter.

2.TheCommercialCourtAppealsariseoutoftwoorders dared o4.o3.2}25 passed by the learned Speciat Judge for Trial andDisposalofCommercialDisputes'RangaReddyDistrictat L.B.Nagar ('Commercial Court) in I'A'Nos'32 and 33 of 2024 in c.o.s.No.2 of 2024 filed by the appellant/plaintiff under order \ 2 MB,J & GPK,J Comca_ t8 & tg_2}25 )oOilX Rules 1 and 2 read with Section 151 of the Code of Civil Pro<:edure, lg0g (,CpC).

3. The appellant filed t.A.No.32 of 2024 praying for grant of temp,orary injunction restraining the respondent No.2 from creating any third party rights in respect of 3,90,245 shares of the rt:spondent No.2 in the respondent No.l Company as per Call Optio:r Notice dated 22.Og.2O23 issued under Clause 4b of the Consultancy and Shareholders, Agreement dated 03. 1 1.20 1 g.

4. ilhe appellant liled I.A.No.33 of 2024 praying for grant of temporary injunction restraining the respondents from changirg,/modifying in any manner the shareholding of the respon<lent No. I company b-v way of issuance, auotment or transfer of any equity shares in favour of any third party or by inter se transfer of shares of the respondent No. 1 Company between the shareholders of the respondent No. 1 Company. 5. Thr-. psspqn4ent No.2 is the promoter and Managing Director of the respondent No. i company and holds 2go/o of t,,e shares ol the respondent No. I Company, along with his hmily. Sekhmet pharmaventures private Limited (.Sekhmet) being the majority shareholder owns Z2,h of the shares of the respondent No. I company. The appelrant,s claim u,ith regard to the shares 3 MB,J & GPK,J Comca-l8 e P2O25 in the respondent No.1 company arises out of a consultancy and Shareholders'Agreement entered into amongst the appellant' the respond'ent No.2, the respondent No.1, optimus Drugs Private Limited and Optrix Laboratories Private Limited on O3'11'2018' The respondent No.l Company along with optrix Laboratories Private Limited are part of the 'Optimus Group''

6. A brief timeline of the relevant periods is required to be stated to understand the rival contentions of the parties'

03. 1 1.2018 -\ The appellant, the respondent No'2, the respondent No. L Company and Optrix Laboratories Private Limited entered into a Consultancy and Shareholders' Clause 2 of tl.e Agreement ('AgreernentJ. The Agreement inter alia provided that the appellant (Consultant) was appointed as a Consultant by the Optimus Group for a period of five years commencing from 01'09'2018 till the iermination of the Agreement in accordance with Clause 15 therein. The Services to be provided by the appellant (Clal. se 3 read with Schedule 2) and the Compensation to be awarded to the appellant in consideration for the Sen ices (clause 4) were specified in the Agreement' The Agreement also provided for the sale' transfer and assignment of Equity Shares of at least of 2o/o of the paid up share capital of Optimus Drugs Private Limited and, 2oh of the paid up share capital of Optrix Laboratories Private Limited to the appellant inconsiderationoftheServices(Clause4b.t)in addition to the Monthly Compensation (Clause 4al upon cxccution of the Agreement' Clause 4b'll) of the Agreement further provided for the transfer of securities held by the respondent No'2 (Promoter) in each of the Optimus Group aggregating to not less 4 MB,J & GPK,J Comca._18 & l9_2O25 tlran Lo/o in the paid up share capital of the Optimus Group upon the occurrence of any of the following events. Firstly, where the EBITDA of any financial year of the Optimus Group is Rs.lg7.S0 crores and secondly where the EBITDA of any frnancial year of the Optimus Group is Rs.22S crore, within five years from 01.09.2018. (CAA) A Joint Company petition No.l3l23O/HDBl2O2I connected with CA i"OOt No-190/23o/HDB/2o2o had been filed before trre National Company Law Tribunal, Hyderabad Bench, Hyderabad, seeking amalgamation of Optimus Drugs Private Limited and Optrix Laboratories Private Limited as well as their respective shareholders and creditors- The cp was aflowed by approving the amalgamation. The appellant sent an e-mail to the respondent No.2/Promoter to discuss allocation of shares and the payment of invoices due to him. Unichem Labs Lirnited intimated Bombay Stock Exchange Limited and National Stock Exchange of India Limited about their intent to enter into a Share Purchase Agreement for sale of its entire shareholding in the respondenr No.l Company to Sekhmet Pharma by secondary transfer of shares. The appellant issued a legal notice demanding the respondent Nos.l and 2 to pay the outstanling Monthly Compensation dues of Rs.56,6a,OOO/_ and transfer the Sale Shares with a further demand not to alienate the shares in violation of Clause Sd of the Agreement. On the sarne day, the appellant issued a Call Option Notice to the respondent Nos.l and 2 for transfer of equity shares equivalen t to 2yo of the paid up share capital of the respondent No.1 Company at a price as the terms of the Agreement within 2l days from the date of receipt of the Notice. Sekhmet pharma acquired majority shareholding in the resporrdent No.l Compan-v.

22.09'.2021

04.o5.,,2022 LO.O5.2to22

25.O5.2022 t2.o8.202,2 26.O9.202'2 5 MB,J & GPK,J Comca-l8 e,192025

03.LL.2022 The appellant filed a suit (COS No.32 of 2O221 before the Commercial Court seeking Mandatory Injunction and Specific Performance of the Agreement and other consequential reliefs. In the said Suit, the appellant filed I.A.No.349 of 2022 seeking interim injunction against the respondents from altering or modifying in any manner tJ:e shareholding pattern of the respondent No.1 Company.

09.o3.2023 O9.O3.2O23 The Commercial Court dismissed I.A.No.349 of 2022.

12.o4.2023

22.O8.2023

30.08.2023 COMCA No.2O of 2023 preferred by the appellant against the order dated'O9.O3.2O23 passed by the Commercial Court in I.A.No.349 of 2022 in COS No.32 of 2022, was dismissed by a Co-ordinate Bench of this Court. The Co-ordinate Bench upheld the order dated O9.O3.2O23 and directed that any sale transaction concerning tlle shares of the respondent No.I Company was to abide by the result in COS No.32 of 2022. The appellant issued a Call Option Notice to the respondent Nos. t and 2 to sell/transfer T/o of. tl:re total paid-up share capital of the respondent No.l Company i.e., 3,90,245 shares of Rs.10 each, to provide the details of the designated bank account to deposit the Call OPtion Price of Rs.1 1,3 [,05,800/- in relation to the said shares and to complete the transaction by O8.O9.2O23 at the price of Rs.289.83 paise per share. The respondent No.2 replied to tl,e Call Option Notice and denied the appellant's claim on the ground, inter alia, that the Agreement forms the subject matter in the pending proceedings in COS No.32 of 2022, the issuance of a similar Call Option Notice on 25.O5.2022 and that the Agreeurent stood terminated.

31.OA.2023 The respondent No.l replied to the Call Option Notice and denied the claim of the appellant on the s€une grounds as mentioned hereinabove. 6 MB,J & GPK,J Comca_l8 & l9_2O25 t2.to.2023

28.LI.2023 o8.01.:2024

04.o3.2024

04.o3.2025 The appellant issued a rejoinder to the Reply dated 3O.O8.2O23 stating, inter alia, that the Call Option Notice dated 25.C52022 had tacked material particulars and again calling upon the respondent No.2 to provide details of the bank account to transfer the Call Option Price pertaining to 3,90,245 shares. The appellant filed t.A.No.383 of 2023 in COS No.32 of 2022 for abandonment of a part of the Suit claim relating to the exercise of Call Option Notice dated 25.05.2022 under the Agreement. The appellant filed COS No.2 of 2024 before the Commercial Court seeking to declare the Call Option Notice dated 22.08.2023 as valid and binding on the respondent Nos.l and 2 and for specific performance of Clause 4b of the Agreement dated 03.1 1 .2018 qua 3,9O,245 shares and damages. I.A.No.383 of 2023 in COS No.32 of 2022 {iled by the appellant seeking abandonment of the Suit claim relating to exercise of Call Option Notice dated 25.05.2022 was allowed by the Commercial Court. I.A.No.33 of 2024 was filed by the appellant seeking temporary injunction against the resporrdents from alienating/changing in any manner the shareholding pattern of the respondent No.1 Company. t.A.No.32 of 2024 was also trled by the appellant seeking temporary injunction restraining the respondent No.2 from creating any third party rights in respect of 3,9O,245 shares of the respondent No.2 in the respondent No.1 Company. Both these [As were dismissed by the Commercial Court.

17.06.2025 t8.06.2025 The appellant filed the present Appeals i.e., COMCA Nos.18 and 19 of 2025, respectively before this Court. 7 MB,J & GPK,J Comca-l8 & L9-2O25 learned Senior counsel appearing for 7. appellant/plaintiff submits that the appellant's claims with respect to the shares of the respondent No.l Company were based on the Agreement dated 03.11.2018. Senior Counsel submits that the appellant successfully procured substantial investments for the respondent No.2 during his service with the respond.ent No.1 Company. It is submitted that the remuneration for the services rendered by the appellant under Clause 4b of the Agreement included the sale, transfer and assignment of equity shares which aggregate to at least 4o/o of the paid-up share capital of the Optimus Group during the execution of the Agreement as well as the transfer of Consultancy Stocks to the appellant upon the occurrence of any of the Call Option events as outlined therein. Senior Counsel submits that the first Catl Option Notice dated 25.05.2022 was held as being contraqr to Clause 4b.lV of the Agreement and the High Court declined to grant relief on 12.04.2023 in COMCA No.2O of 2023. The appellant therefore issued a fresh Call Option Notice dated 22.08.2023 seeking transfer of 3,90,245 shares at Rs.289.83 each which was denied by both the respondents on the ground that the Agreement stood terminated. l 8 IvIB,J & GPK,J Comca_l8 & L9_2O25

8. Senior Counsel submits that under Clause 15 (c) and (d), the (1a11 option survives till the termination of the Agreement. senior counsel urges that the appellant had demonstrated. readiness and willingness at all times and that the respondents who had failed to provide the designated bank account details as required under Clause 4c.i of the Agreement which frustrated the performance of the appellant.

9. .Learned senior counsel appearing for the respondent No.2/Promoter submits that the appeltant had failed to perform his services as required under schedule 2 of the Agreement and that as, per clause 5a of the Agreement, the consideration for the Sale Shares and the consultancy Stock were to be Services provided by the consultant/appetlant. It is submitted that the appellant failed to establish a prima facie case in I.A.No.349 of 2022 filed in coS No.32 of 2022 which led to dismissal of the IA. Senior oounsel further points out that the appellant filed coMCA No-20 of 2023 against the dismissal of t.A.No.34g of 2022 on

09.03.2023 which was also dismissed on r2.o4.2o23 r,r,ith the High cc'urt observing in the order that any sale transaction concerning the shares of the respondent No. I company shall abide by the result of COS No.32 of 2022. 9 MB,J & GPK,J Comca-l8 & l9-2O25

10. Senior Counsel further submits that the second Call Option Notice dated 22.08.2023 was also for the sale/transfer of 2o/o of the total paid-up share capital of the respondent No.l Company i.e., 3,90,245 shares and for providing the details of the designated bank account to deposit the Call Option Price in relation to the said shares. However, both the respondents reiterated that the Agreement stood terminated by the date of the second Call Option Notice. Senior Counsel urges that the protection given to the appellant by the order dated L2.O4.2O23 in COMCA No.2O of 2023 is also applicable to the present Suit that is arry share transactions would be subject to COS No.2 of

11. Learned counsel appearing for the respondent No.1 Comparry submits that the Agreement specifically provides for compensating the appellant in the manner under Clause 4 of the Agreement. Counsel submits that the appellant failed to produce any document or evidence demonstrating his continuous readiness and willingness to perform his obligations under the Agreement. It is further submitted that the appellant failed to seek leave of the Commercial Court to file a fresh Suit, as stipulated under Order XXIII Rule 1(3) of the CPC and trence the appellant is precluded from instituting a fresh suit in respect of 10 MB,J & GPK,J Comca_l8 & l9_2O25 the s;ame subject-matter or part of the earlier claim. counsel urget; that since the second Call option Notice relates to the same subject-matter of the claim in the frrst suit, it is barred under Order tI Rule 2 aurtd OTdeTXXIII Rute 1 (a) of the CpC. 12- we have considered the submissions of learned Senior counsel appearing for the appellant, learned senior counsel appeeling for the respondent No.2 and learned counsel appearing for ttre respondent No.l and considered the material placed before the court in respect of the rights claimed by the appellant under the consultancy and shareholders Agreement dated

03.1 1 .2018.

13. 'lhe central point which falls for determination is u'hether the Sr:rvices agreed to be rendered by the appellant to the respondent No.l/optimus Drugs Private Limited can be seen as independent of the Promoters and Managing Director of the respondent No.2 obligation to sell and transfer 2oh of the paid up share capital of the respondent No.l/optimus Drugs private Limite<l and 2% of the paid up share capital of optrix Labora[ories Private Limited. [4. \Arhile the appellant claims that the appellant's right to the 'Sale Shares'is distinct and independent from anv dispute raisecl 11 MB,J & GPK,J Comca-l8 &,19-2025 by the respondents as to the appellant's performance under the Agreement, the respondents contend otherwise. According to the respondents, the transfer of the 'sale Shares' was interlinked to the appellant rendering services in accordance with the terms agreed by the parties und.er the Consultancy and Shareholders Agreement.

15. The opposing positions taken by the appellant and the respondents call for a construction of the Consultancy and Shareholders Agreement in a manner which would reflect the true intention of the parties thereto.

16. The Consultancy and Shareholders Agreement dated 03.11.2018 was executed between Optimus Drugs Private Limited, Optrix Laboratories Private Limited, the appellant and the Promoter. Optimus Drugs Private Limited and Optrix l.a.boratories Private Limited were collectivel.rr referred to as the 'Optimus Group'. The Agreement was for the purpose of engaging a consultant for the optimus Group for a period of five ye€[s commencing from O 1.O9.2O 18 (effective date) till termination of the Agreement in accordance with Clause 15 thereof (Clause 2). T2 MB,J & GPK,J Comca_l8 & l9_2O25

17. clause 3 of the Agreement provides for .Scope of Services, as set out in schedule 2 (the ,services,) of the Agreement. clause 3 states, inter alia, that the consultant (the appe[ant herein) shall spend at least fifteen days per month during normal working hours for a period of twelve months from the effective date. Upon expiry of the 12 months, the consultant shall spend at le:lst ten days per month during normal working hours for provi,ling the Services (Clause 3a).

18. clause 4 relates to compensation and prefaces the clauses thererrnder by specifying that '... the optimus Group shatt contpcznsate the consultant in th.e following mannef. clause 4a (a) & (b) provide for Monthly consultancy fees incluc-ing from optimus Drugs i.e., Rs.2,oo,ooo/- and optrix Laboriltories i.e., Rs.2,0o,ooo/- for the initial one year from the Effecti'e Date. clause 4b relates to compensation in addition to 'Monthly compensation'for the Services in the manner as stated in the sub-clauses thereunder. clause 4b.I provides that the PromoLer shalt sell, transfer and assign to the consultant (appellant) such number of Equity shares aggregating to not less than 2% of the paid up share capital of optimus Drugs and 2o/o of the paid up share capital of optrix l.a.boratories (.sare shares,). 13 MB,J & GPK,J Comca-I8 & 19-2025

19. Clause 4b.II provides that the Consultant shall be entitled to call upon the Promoter to transfer to the Consultant, the Consultancy Stock ('Ca11 Option') upon the occurrence of any of the events ('Ca11 Option Event') as set out in sub-clauses (i) (a) and (c). Sub-clause (i)(a) includ.es the call option Event of the Optimus Group reaching the Earnings before [nterest, Taxes, Depreciation and Amortization (EBITDA) of tNR.187.50 crores (rupees one hundred and eight5r seven crores and fifty lakhs only) in any financial year within five years from the effective date of the stock of the promoter. Sub-clause (i)(c) includes the call Option Event of the Optimus Group reaching the EBITDA of INR.225 crores (rupees two hundred and twenty five crores only) in any financial year within five years from the effective date of the Stock of the promoter. Upon the occurrence of such Call Option Event, the Promoter shall transfer to the Consultant such number of securities held by the Promoter aggregating to not less than lo/o in the paid up share capital of the Optimus Group i'e', la/o of the paid-up share capital of Optimus Drugs and 17o of the paid up share capital of Optrix Laboratories to the Consultant' Clause 4b.III entitles the Consultant to exercise the Calt Option at any time after the occurrence of any of the Call Option Event' t4 MB,J & GPK,J Comca- 18 & 19_2025

20. Clause 4b.lV stipulates that the Consultant shall issue a writt,:n not.ice to the Optimus Group and the promoter (Call Optic'n Notice) specifying the number of securities which the Consultant requires the Promoter in each of the Optimus Group to sell to the Consultant, the date on which the sale and purcLLase of the Call Option Shares shall be consummated and the price for purchasing the Call Option Shares being the lowest price permissible under CalI Option price and in any event at the book rralue of each of the Optimus Group.

21. ,Slause 4 forms the crux of the dispute between the parties. Admit-edly, the appellant issued two Call Option Notices on

25.05.2022 and on 22.Oa.2O23. The first Call Option Notice rvas subse<1uent[1' abandoned by the appellant as per the order passed in IA No.383 of 2023 in COS No.32 of 2022 on O4.03.'.>,O24 rvhereby the appellant sought for abandonment of the part of Suit claim relating to exercise of the Call Option Notice Cated 25.05.2022 under the Agreement. The said IA liled by the appeilant n'as allowed by the Commercial Court on 04.03.2024. The second Call Option Notice dated 22.Og.2O23 forms parr of rhe present Suit/COS No.2 of 2024, as well as the two IAs i.e.. IA Nos.32 and 33 of 2024 filed by the appe[ant 15 MB,J & GPK,J Comca-l8 & I9-2O25 which were rejected by the Commercial Court by way of the impugned order dated 04.O3.2O25.

22. However, the interpretation of Clauses 3 and 4 of the Agreement should be dealt with in a little more detail to understand the limits of Compensation which was agreed to be paid to the Consultant/appellant.

23. As stated above, Clause 3 of the Agreement relates to ,Scope of Services'. Clause 4 relates to 'Compensation'' clause 4-compensation is divided into numerous, back-to-back sub-clauses and further (often unintelligible sub-divisions breaking down the compensation payable to the Consultant) 'in consid.eration for the seruies...'. In essence, Clause 4 can be divided into 5 categories. Clause 4a relates to Monthly Consultancy Fees for the initial one year from the effective date' Clause 4b relates to additional Compensation apart from the Monthly Compensation '...for the Services...' rendered by the Consultant. The additional conlpensation relates to the transfer of shares in the Optimus Group by the Promoter to the Consultant. Clause 4b.II entitles the Consultant to call upon the Promoter to transfer to the Consultant, the Consultanc.v Stock upon the occurrence of any of the Call Option Event and this 16 MB,J & GPK,J Comca_l8 & l9_2O25 outlines the call option and the cafl option Event. clause 4b.IV provides the specilications of the call option Notice. 24- clause 4c relates to the sequence of completion with regard to the sale and purchase of carl option sharcs. clause 4d provi'jes that the Optirnus Group shall reimburse tlee Consultant for travel and related expenses incurred during the course of performing the services. clause 4e provides that the consultant shall abstain from exercising voting right in relation to the sale shares and/or the Shares comprising the consultancy Stock.

25. clause 4 of the Agreement (compensation), read in isolation, makes it clear that clause 4 is inseparabty linked to clausr: 3 (scope of services). This rvould be clear from the preface to the sub-clauses under clause 4 which clearly states, -..in consideration for the seruices, the optimus Group shalt compensate tlrc Cortsultant in the foilowing manner...,

26. l'he intention of the parties also finds place in claus e 4b which provides as under: '..-tlrc parries agree that in add.ition to tte monthtg (lompensation stated in clause 4.1 aboue, the parties agree ttit ttte consultant shail also be ampensated for ihe serudces in the jtllouting rnartne- r. ..,. L7 MB,J & GPK,J Comca-l8 e D-2O25

27. The intention of the parties is again reiterated in Clause S-Other terms of the Sale Shares and Consultancy Stock'. Clause 5a provides '...the parties agree and ocknowledge tlnt the ansiderationfor the Sale Shares and the Consultancg Stock sho.ll be the Seruices prouided bg the Consultant in terms of this Agreement...'

28. Clause 3 "Scope of Services" - clarifies that the Consultant shall provide certain services to the Optimus Group, details of which are set out in Schedule 2 to the Agreement. Clause 3 read with Schedule 2 delineates the qualitative as well as quantitative Services to be provided by the Consultant both in qualitative as well as in quantitative terms.

29. Clauses 4 and 5 of the Agreement provide €rn unequivocal indication of the parties understanding and intention regarding the sale and transfer of shares of ttre Optimus Group from the Promoter to the Consultant. The Sale of Shares was part of the Compensation which was to be paid to the Consultant in consideration for the Services rendered by the Consultant to the respondent No.l/Optimus Group. In any event, it would be absurd to interpret the Sale of Shares by Promoter/respondent No.2 in favour of the appellant dehors th.e 18 MB,J & GPK,J Comca-l8 & l9_2O25 Services which were agreed to be rendered by the appellant to the respondent No.1.

30. A dispute raised by the respondent No.l with regard to the quantum or quality of the Services rendered would, hence, have an inrlelible impact on the transfer of Shares to the appellant. It is equally improbable that the appellant would remain entitled to the Sede Shares and Consultancy Stock even after termination of the Alyeement. The argument that Clauses 4b.II, 4b.III and 4b.tv would survive any termination of the Agreement (Clause 15d) could only be acceptable if the nature and extent of the Service,s rendered by the appellant were undisputed by the respon,lents. In any event, Clauses 4b.ll and 4b.III, 'mentioned in Clause LSd do not feature in the Agreement.

31. Tleerefore, the only conclusion evident from an interpre'tation of the relevant Clauses in the Agreement is that the aplrellant cannot claim transfer of the Sale Shares or Consultancy Stock option de horsed confronted with the charge of inconrplete and unsatisfactory Services under Clause 3 of the Agreement.

32. Th,e other argurnents on behalf of the respondents, includingl abandonment of the appellant's cause of action under 19 MB,J & GPK,J Comca-l8 & l9-2O25 Order XXIII Rulel(a) of The Code of Civil Procedure, 19O8 and the appellant's alleged lack of readiness and willingness under section 16(c) of The Specific Relief Act, 1963, may be relevant at the time of final adjudication of COS No.32 of 2022 pending before the Commercial Court.

33. [n essence, the respondents' contention t]rat the appellant abandoned part of the Suit claim in I.A.No.3B3 of 2C.23 in COS No.32 of 2022 relating to exercise of Call Option Notice dated

25.05.2022 without seeking leave of the Court to hle the present Suit disentitles the appellant from pressing the second Call Option Notice dated 22.08.2023, is ancillary and incidental to the primary issue of n,hether the appellant can seek to invoke his right under clause 4bjlil while facing allegations of non/inadequate performance of contractual obligations.

34. Similarly, the issue whether the appellant should be deprived of his right to call for the Sale Shares despite being unable to prove reacliness and willingness to perforrn the essential terms of the Contract in terms of placing the consideration for the Sale Shares on the table, is a conseqLtential corollary to the appellant successfully rebutting the allegations of inadequate pe rfo rmance through satisfactory evidence. 20 MB,J & GPK,J Comca_l8 & l9_2O25

35. However, w€ do find substance in the respond.ents' argulnent that the appellant is disentitled to any interim relief havirrg failed to challenge the termination of the Agreement as staterl in the replies of the respondent Nos.l and 2 on 3o.oti.2o23 and 31.08.2023. As stated above, the compensation clause cannot have an independent life of its own when the scope of services stipulated in clause 3 of the Agreement read with Scheclule 2 (the 'services') thereto has been called into question by ttre respondents. The prayers in the pending suit are restrir:ted to the Call option and Transfer of Equity Share to the appellant and does not contain any chaltenge to the termination of the Agreement.

36. we also note that the High court n'hile dismissing coMCA No.2o of 20.23 by its order dated t2.o4.2o23 passed by a Co-orclinate Bench directed that anv sale transaction shall abide by the result of cos.No.32 of 2o22-the appellant's first suit which is pending before the commercial court as on date.

37. In the impugned order dared 04.03 .2o2s, the commercial court rejected the appellant's [As'on the ground,, inter alia, that the ap,pellant faited to prove irreparable loss u,hich would be caused in the event of creating an-y third-part-r, rights in respect - of the r;hares of the respondent No. l /compan.y,.. The commercial 2L MB,J & GPK,J Comca-l8 &, L9:2O25 Court was also of the view that the balance of convenience was in favour of refusing interim protection to the appellant and further that the appellant had failed to satisfy three cardinal principles for grant of temporary injunction i.e., pnma facie case, balance of convenience and irreparable loss which would cause in the event relief of temporary injunction is not granted'. The commercial court has dealt with the matter in depth and concluded that the reliefs claimed by the appellant were best suited for being adjudicated uPon in a trial'

33.Wedonotfindanyerrorinthereasonsgivenbythe Commercial Court, particularly in the face of the fundamental disputes as to whether the appellant can claim any rights with respect to transfer of the Shares, without rebutting the charge of non-performanceoftheServicesagreedtoberenderedtothe respondent No. 1/Companv/Optimus Group by the appellartt' The allegations and couuter-allegations relating to the appellant havingvisitedtheofficeoftherespondentNo.lonlyforafew times and having been arva-y from Hyderabad for performing his obligations under the Agreement for extended periods of tirne are not issues which can be decided on a preliminary basis without corroborating evide nce' 22 MB,J & GPK.J Comca_l8 & t9_2025

39. we have arready herd that clause 3 of the Agreement (Sccpe of Services) is inderibly rinked to clause 4 (compensation) since the appeflant's entitlement to the shares and Stock of the optimus Group cannot be divorced from his furfifling his work oblig;ations under the Agreement. we have deliberately not gone into the legal proposition in relation to the claim of the suit in cos No.2 of 2024 being barred under order xxilr Rule 1 (a) and order II Rule 2 of the cpc due to the former suit (cos No.32 of 2022l, or the appellant's obligation to produce the money for the shares as proof of his readiness and willingness under the provir;ions of section 16(c) of The specific Relief Act, 1963 since these issues shourd be comprehensivery deart rvith by rvay of an adjudication at the time of the final hearing of the Suit. 40' 'rhe only relevant questions before us is whether the appell;ent was able to first, establish a prima facie case for restraining the respondents from alienating the Shares and creatir:.g third-party rights, second, show that the balance of co.venience was in favour of grant of siicl-r a. injunction and third, that the appelrant would irrevocabl_v. be prejudiced if such an injunction was not granted in his favour. In the absence of any clinching or compelling evidence in support of the aforesaic! 23 MB,J & GPK,J Comca-l8 e, D2O25 three principles, the Commercial Court correctly refused the injunction prayed for. 4L. The protection glven by the Co-ordinate Bench on L2.O4.2O23 in terms of making any sale transaction on the part of the reslrcndents subject to the result of the appellant's first Suit, continues. to operate in favour of the appellant. The respondents should bear in mind the implication of the protection at tJre time of dealing with the shares

42. in the aforesaid circumstances, the appellant would be best-served by taking steps to expedite the hearing of both the Suits before the Commercial Court. We accordingly frnd no reason to interfere with the impugned orders passed by ttre Commercial Court on O4.O3.2025 for tl're reasons stated above.

43. COMCA Nos.18,and 19 of 2025, along with all connected applications, are accordingly dismissed. [nterim orders, if any, shall stand vacated. There shall be no ordcr as to costs. SD/. K SRINIVASA RAO JOINT REGISTRAR / C SECTION OFFICER /,TRUE COPY// To, Reddy District, at L.B. Nagar

1. The Special Judge for Trial and Disposal of Commercial Disputes, Ranga 2. One CC to SRIVADEENDRA JOSH|, Advocate [OpUCl 3. One CC to SRI M.V. PRATAP KUMAR, Advocate [OpUCl 4. One CC to SRI K V RUSHEEK REDDy, Advocate [OpUC] 5. Two CD Copies HIGH COURT DATED:2 411212025 ) t liit iil ir6 1t rB 2026 r+ /t * COMMON JUDGMENT COMCA.Nos.18 and 19 ot 2025 DISMISSING THE BOTH COMCAS WITHOUT COSTS '+ '-). , -l- (t" \t,.r .r]'l I