CIVIL REVISIONAL JURISDICTION v. ANINDYA MITRA & Ors.

prayer (a) of the said application and accordingly restrained the defendants in the suit from “disturbing the peaceful employment” of the opposite party till December 09, 2025. The learned Trial Court further observed that the other prayers made in the said application would be “decided” upon hearing the defendants. v. Feeling aggrieved thereby, the opposite party carried the matter in appeal being Misc. Appeal No. 380 of 2025 before the learned District Judge at Alipore. In the said Misc. Appeal, the opposite party filed another application under Order XXXIX Rules 1 & 2 of the Code praying for ad interim reliefs. vi. The said application was moved ex-parte on November 18, 2025. Upon hearing the opposite party, the learned Appellate Court passed an ex-parte ad interim order of injunction in terms of prayer (a) of the said application thereby retraining the petitioners from “taking any step to sell any shares having number 1,00,000 of the plaintiff/appellant in favour of the respondent/defendant no.2” without the leave of the Court till December 18, 2025.

6. Feeling aggrieved thereby the petitioner has approached this Court by filing C.O. 4439 of 2025. The other revisional applications have been filed assailing the orders extending the said interim order that was passed initially on November 18, 2025 as already indicated hereinabove. ARGUMENTS ON BEHALF OF THE PETITIONERS:

7. A brief summary of the submissions made by Mr. Mookerjee, learned Senior Advocate appearing for the petitioners (both orally as well as in the written notes) is as follows:- a. The impugned order is not sustainable as the appeal being Misc. Appeal No. 380 of 2025 was incompetent and not maintainable in law. The order dated November 14, 2025 passed by the learned Trial Court is not an appealable order under Order XLIII of the Code since the learned Trial Court had not taken any decision or denied any relief to the opposite party but had merely deferred or postponed the determination of certain prayers by two weeks. This does not amount to an adjudication affecting rights or liabilities and therefore no statutory appeal could have been filed under Order XLIII of the Code. In support of his submissions, he relied on a judgment of the Hon’ble Supreme Court in the case of Shyam Sel And Power Limited & Another vs. Shyam Steel Industries Limited1. b. The prayer granted by the learned Appellate Court in relation to the buyback of shares was not made in the interim injunction application before the learned Trial Court. c. In his first interim application, the opposite party had prayed for a "temporary mandatory injunction" seeking a direction to sell the subject shares "at a reserved price as pleaded hereinabove or as may be later determined by this Learned Court". Therefore, the learned Appellate Court erred in failing to determine whether it had jurisdiction before passing the ex-parte interim order. 1 (2023) 1 SCC 634 d. There is nothing on record to show how the learned Appellate Court assumed jurisdiction. Jurisdiction has to be determined at the threshold before passing any order, including interim orders and at least a prima facie satisfaction has to be arrived at. A judgment of the Hon’ble Supreme Court in the case of Asma Lateef & Another vs. Shabbir Ahmad & Others2 was relied on in support of such contention. e. No reason or authority has been shown to demonstrate that there could be departure from this settled principle of law. Furthermore, no extraordinary or high- hardship scenario has been shown to exist that was considered in the impugned order or in the pleadings in the learned Courts below. f. The impugned order that has been passed is wholly without jurisdiction as all prayers in relation to the subject shares concern a company incorporated in UK and governed by instruments expressly subject to English laws and the exclusive jurisdiction of the Courts of England and Wales. The petitioner no.2 is a foreign company incorporated under the laws of England. Its Articles of Association (hereafter "AoA") were adopted pursuant to Chapter 2 of Part 13 of the UK Companies Act, 2006. The proceedings before the learned Trial Court and the learned Appellate Court are therefore ex facie not maintainable. g. The interim prayers made by the opposite party in the appeal relating to the buyback of shares are governed by the AoA of the opposite party no.3. The AoA specifically contemplates two classes of "Leavers", namely a "Good Leaver" and a "Bad Leaver". Since the opposite party ceased to be a relevant employee, he was rendered a "Bad Leaver", thereby triggering Clause 16 of the AoA, which entitles the opposite party no.3 to compulsorily buyback the shares and execute all necessary instruments to give effect thereto. h. Since the situs of the shares of petitioner No.2 Company is in UK therefore, the learned Appellate Court does not have jurisdiction to pass orders in respect of property located outside its jurisdiction. The judgment in the case of Vodafone International Holdings BV vs. Union of India & Another3 was relied on for such purpose. i. The opposite party voluntarily became a shareholder of the petitioner no.2 – a UK Company. He has signed the DOA and is bound by the SHA and all the obligations contained therein. The SHA unequivocally provides that the agreement shall be governed by English laws and that all disputes arising therefrom shall be subject to