THOMAS KANNAMAGNALATH DEVASIA v. THE SECURITIES AND EXCHANGE BOARD OF INDIA

(BY SRI. SHRIKANTH KASHYAP, ADVOCATE FOR R-1, SRI. ARVIND KAMATH, ASGI A/W SRI. ADITYA SINGH, SENIOR PANEL COUNSEL FOR R-2 AND R-3) THIS WRIT APPEAL IS FILED UNDER SECTION 4 OF THE KARNATAKA HIGH COURT ACT, 1961 PRAYING TO ALLOW THIS WRIT APPEAL AND SET ASIDE THE JUDGMENT AND ORDER DATED 04.06.2026 PASSED BY THE LEARNED SINGLE JUDGE IN W.P.NO.13219/2026 (GM-RES). THIS APPEAL, COMING ON FOR PRELIMINARY HEARING THIS DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER: CORAM: HON'BLE MR. VIBHU BAKHRU, CHIEF JUSTICE HON'BLE MRS. JUSTICE K.S. HEMALEKHA HC-KAR - 3 - NC: 2026:KHC:44970-DB WA No. 1839 of 2026 CNR: KAHC010520862026 ORAL JUDGMENT (PER: HON'BLE MRS. JUSTICE K.S. HEMALEKHA)

This intra-court appeal is directed against the order dated

04.06.2026 passed by the learned Single Judge in Writ Petition No. 13219/2026 (GM-RES), whereby the writ petition filed by the appellant came to be disposed of reserving liberty to the appellant to approach the appropriate forums and seek appropriate reliefs at the appropriate time. BRIEF FACTS

The appellant was employed as Senior General Manager - Indirect Taxes with M/s. Cemindia Projects Limited (respondent No. 4). According to the appellant, in the course of his employment he noticed certain irregularities in affairs of respondent No.4 and made whistleblower disclosures through e-mails dated 16.09.2023,

25.09.2023 and 11.09.2025. The appellant approached this court in the above writ petition inter alia seeking direction to respondent Nos. 1 and 2 – The Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs – to consider the said disclosures, constitute an independent inquiry committee and investigate the HC-KAR - 4 - NC: 2026:KHC:44970-DB WA No. 1839 of 2026 CNR: KAHC010520862026 alleged violation of statutory and fiduciary duties by Directors, Statutory Auditor and Company Secretary of respondent No. 4. He also sought direction concerning compliance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015.

The appellant also challenged the termination of his services by respondent No. 4 by letter dated 24.02.2025, contending that the same was arbitrary, illegal and violative of his fundamental rights under Article 21 of the Constitution of India.

The learned Single Judge disposed of the writ petition principally holding that the principal relief was sought against respondent No. 1, SEBI, which was situated at Mumbai, and that this Court lacked the territorial jurisdiction. The learned Single Judge also noticed that the grievances relating to termination of appellant's services constituted a private lis for which an alternative remedy was available and reserved liberty to the appellant to approach the appropriate forum.

The appellant contends that the learned Single Judge erred in declining to exercise jurisdiction on the ground that SEBI and HC-KAR - 5 - NC: 2026:KHC:44970-DB WA No. 1839 of 2026 CNR: KAHC010520862026 respondent No. 4 are situated at Mumbai. He submitted that the appellant was employed and working at Bengaluru, that the alleged irregularities came to his notice during the course of such employment and that the whistleblower disclosures were made in that context. It is therefore contended that part of the cause of action arose within the territorial jurisdiction of this Court. It is submitted that the writ petition was not essentially an employer- employee dispute. The principal reliefs sought were against the statutory and regulatory authorities, requiring them to consider the whistleblower disclosures and discharge their statutory obligation in respect of the alleged irregularities in respondent No. 4 company. It is stated that a public law element is involved in the matter.

The petitioner also referred to Article 226 (2) of the Constitution of India and claimed that material or integral part of the cause of action giving rise to the relief sought by the appellant is within the territorial jurisdiction of this Court.

Article 226 (2) of the Constitution provides that the power conferred under Article 226 may be exercised by the High Court if the cause of action wholly or in part arises within its territorial HC-KAR - 6 - NC: 2026:KHC:44970-DB WA No. 1839 of 2026 CNR: KAHC010520862026 jurisdiction. The Supreme Court in Kusum Ingots & Alloys Ltd. vs Union of India and Another1 has explained that the expression 'cause of action’ comprises a bundle of material facts necessary for the petitioner to establish his entitlement to the relief claimed. Facts which have no nexus with the relief sought cannot merely, by being pleaded, confer territorial jurisdiction.

Applying the said principle to the facts of the present case, it is possible to hold that a part of the action may have arisen within the territorial jurisdiction of this court. The petitioner claims that a part of cause of action had arisen in Bengaluru because he was employed and working at Bengaluru or that alleged irregularities came to his notice while he was stationed at Bengaluru. He had initiated his complaints from Bengaluru. However, the nature of substantive reliefs sought in the writ petition is material. The principal prayers are directed against respondents 1 and 2, SEBI and the Ministry of Corporate Affairs, seeking consideration of the appellant's whistleblower disclosure and an enquiry and investigation the alleged irregularities the affairs of 1 (2004) 6 SCC 254 HC-KAR - 7 - NC: 2026:KHC:44970-DB WA No. 1839 of 2026 CNR: KAHC010520862026 respondent No. 4 company and the alleged statutory and fiduciary violations committed by Directors, Statutory Auditor, Company, Secretary and other persons concerned. Respondent No. 4 is situated at Mumbai and statutory authority against whom the principal reliefs are also situated outside the territorial jurisdiction of the court. In our view, it would not be apposite for this court to exercise jurisdiction in the given facts merely because the alleged irregularities which were noticed by the appellant while he was working at Bengaluru.

In Kusum Ingots (supra) it is held at para No. 30 as under : "Forum conveniens

30. We must, however, remind ourselves that even if a small part of cause of action arises within the territorial jurisdiction of the High Court, the same by itself may not be considered to be a determinative factor compelling the High Court to decide the matter on merit. In appropriate cases, the Court may refuse to exercise its discretionary jurisdiction by invoking the doctrine of forum conveniens. [See Bhagat Singh Bugga v. Dewan Jagbir Sawhney, Madanlal Jalan v. Madanlal, Bharat Coking Coal Ltd. v. Jharia Talkies & Cold Storage (P) Ltd., S.S. Jain & Co. v. Union of India and New Horizons Ltd. v. Union of India. "

The Supreme Court held that even where a small part of cause of action arises within territorial jurisdiction of the High Court, HC-KAR - 8 - NC: 2026:KHC:44970-DB WA No. 1839 of 2026 CNR: KAHC010520862026 that circumstances, by itself may not be determinative and in the appropriate case the court may decline to exercise its discretionary jurisdiction.

The Apex Court in Baksish Ahmad vs Union of India and Another2 also makes a distinction between jurisdiction under Article 226 (1) arising from situs in respondent authority and jurisdiction under Article 226 (2) arising from the cause of action. The Supreme Court further observed that doctrine of forum non conveniens operates where multiple forums are available to litigants for seeking the same remedy.

Insofar as the challenge of the termination of the appellant's services is concerned, the same essentially constitutes a private dispute between the appellant and respondent No. 4. The learned Single Judge was justified in observing that the appellant has an appropriate remedy in respect of such grievance.

Pending applications stand disposed of. Sd/- (VIBHU BAKHRU) CHIEF JUSTICE Sd/- (K.S. HEMALEKHA) JUDGE List No.: 2 Sl No.: 16