K.N. Mahesh Prasad Vs Optimus Drugs Private Limited

Appeal filed^{under section13 of Commercial Courts Act' 2015 r/w Section} 37^{(1) (a) qf the Arbitrati;;;;ConciiiatlonAct' .1996 r/w order 43 Rule 'l of} cPC asainst^{the order #i;r;;"'tJ} oa-oi-2025^{oassed in l'A'No'33of} 2024 inC.O.S.No.2^{or zoii-oiittefile of the Court of the Special Judge for Trial} ffi il;;i;i:"rr.i"i"ioitp'i""'^{n"nsa Reddv District'at L'B' Nasar'}

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54^{years, R/o 501, Evershine} K.N. Mahesh^Prasad, S/o K.N. Naqaraia.^Aged Mumbai^{--400 052.} Jewel ,^{15 Road, Khar (w),}

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AND^"1R::lX*{i'.?F1JAf,tllH'fl

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#?J:}nl,fi,','['J,?'";flTil":[i],?;oo'sv'

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HYderabad^{- 500 084}

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3rd Steet'^Nizampet

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, Ruu::#.;11rr3ff',1,*:*gf Lln"; f;.?i'3Lf[?"'"'

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7E 1 Petition under^{Order39 Rule 1 and 2 of CPC R/w151 of CPCPraYing thatin} the circumstances^{statedin the affidavit filed in suPPort of the Petition'the} No.2^HQh Court may^{be pleasedtoissue temPorarYiniunction restrainingRespondent} h and / or^{hisagent and / orhis servant and/ or anYthird personclaiming throug} of 3 ,90 ,245^sharesof him from^{creatingany third-partY rights in respect} as^{per CallOPtion Notice datdZ2August} No.2i n ResPondent^No. ConsultancY^{andShareholders Agreement} 2023 issued^{under Clause 4. b. of the} dated^{3 November2018'}

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19

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Appear fired under.section 13 0f commerciar courts Act, 2015 r/w section 37 (1) (a) of the Arbitration.and c.rai"ii"" eli, 19g6 r/w order 43 Rure 1 0f cPC asainsr the order and ;;;;';itlJ'oi+i-2025 passed in r.A.No.32 of 2024 in c'o's'No'2 of 2024 on tn" nr" "i ti" c"-r.t of the speciar Judge for Triar and Disposat of commerciar oisputes, niLj" n"Jii Di"ir,"t, ;iffi "il;;;]",

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[*;,Yfi,lif A.t"!i?f;,t&rl^ll;#:r55x4rr1d.54vears,R/o501,Evershine

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...Appellant

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1

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[#i,t??[;t?F"r,Hfl^{#iT]',f,:tr:"[T,fl} 8,ItTftiitiil?;u,.,

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2 R::[:3,*i:,9,',r:ii',*f1;.yal;ff *3f ffi-f,,#-ue,3r.dsteet,Nizampet

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.:;Respondents

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Petition under Order 39 Rule 1 and 2 of Cp( iiii_i:','r""rr=u,#:*$skii#1ry,d#Ttiltiitilltf servants and or any third persors ri"r-.tJii,ii. ?n9 / grrntJiivi"g .rin uny rssuance rnanner changing or a'{)tment the sharehotding or--transfer-of or i;pi;doent,No. 1.co-mpany by way of ".t-fi;it-;';hares -o=r"''{""pono""i^{in favor of anv third} ff X,:[".:] J,: i? li:;.;;i^{*r"' oi} "nlii" N;. I iiti" J n t n "

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Counsel for the Appe["n,]:.p_o!OPpeals : SRt A VENKATESH, Senior vounsel representing SRI VADEENDnA UOSHI

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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

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INTHEHIGHcoURTToRTIIESTATEoFTELAI{GAI{A AT I TDERABAD

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THEHON'BLEJUSTTCEMOUSHUMIBI{ATTACHARYA AIID THE HON'BLE^{JUSTICE GADI PRAVTEN KUMAR}

1

DATErz^24.L2.2O25

Between:

K.N. Mahesh^Prasad

.....ApPellant

AND

Optimus^{Drugs Private Limited and Another}

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Respondents

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Mr.A.Vcnkatesh,learnedSeniorCounselrepresentingMr.VadeendraJoshi,learned counsel^{for the aPPellant'}

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Mr. M.V. Pratap^{Kumar,learned counselfor the respondent No'1'}

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Mr. K.V.^{Rusheek Reddy, learnedclunselfor the respondent No'2}

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coMMON^{JUDGMENT:(Per Hon',ble Justie Moustumi Bhattacharyal}

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

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2.TheCommercialCourtAppealsariseoutoftwoorders dared o4.o3.2}25^{passed by the learnedSpeciat Judgefor Trial} andDisposalofCommercialDisputes'RangaReddyDistrictat L.B.Nagar^{('Commercial Court) in I'A'Nos'32and 33 of 2024 in} c.o.s.No.2 of^{2024 filed by the appellant/plaintiff under order}

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\

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2

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MB,J & GPK,J Comca_ t8 & tg_2}25

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)oOilX Rules 1 and 2 read with Section 151 of the Code of Civil Pro<:edure, lg0g (,CpC).

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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.

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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.

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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

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3

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MB,J & GPK,J Comca-l8 e^P2O25

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in the respondent^{No.1 company arises out of a consultancy and} Shareholders'Agreement^{enteredinto amongst the appellant' the} respond'ent^{No.2, the respondentNo.1, optimus Drugs Private} Limited and^{OptrixLaboratories Private Limitedon O3'11'2018'} The respondent^{No.l Company along with optrix Laboratories} Private Limited^{are part of the 'Optimus Group''}

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A brief timeline^{of the relevant periods is required to be} stated to understand^{the rival contentionsof the parties'}

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1 1.2018 The appellant,^{the respondentNo'2, the respondent} No. L Company^{and Optrix LaboratoriesPrivate} Limited entered^{into aConsultancyand} Shareholders'^{Clause2 of tl.eAgreement} ('AgreernentJ.^{The Agreement inter alia provided} that the appellant^{(Consultant)was appointed as a} Consultant^{by the Optimus Groupfor a period of five} years commencing^{from01'09'2018 tillthe} iermination^{of the Agreement inaccordance with} Clause 15 therein.

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The Services^{to be provided by the appellant (Clal. se} 3 read with^{Schedule2) and the Compensationto be} awarded to the^{appellant in considerationfor the} Sen ices^{(clause 4) were specified in the Agreement'} The Agreement^{also provided for the sale' transfer} and assignment^{of EquitySharesof at least of 2o/oof} the paid up^{share capitalof Optimus Drugs Private} Limited and,^{2oh of the paid up sharecapitalof} Optrix Laboratories^{PrivateLimited to the appellant} inconsiderationoftheServices(Clause4b.t)in addition to the^{MonthlyCompensation (Clause 4al} upon cxccution^{of the Agreement' Clause 4b'll) of} the Agreement^{furtherprovidedfor the transferof} securities held^{by the respondentNo'2 (Promoter) in} each of the^{Optimus Groupaggregatingto not less}

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-\

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4

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MB,J & GPK,J Comca._18 & l9_2O25

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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.

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22.09'.2021

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A Joint Company petition (CAA) 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.

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04.o5.,,2022

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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.

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LO.O5.2to22

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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.

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25.O5.2022

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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.

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t2.o8.202,2 Sekhmet pharma acquired majority shareholding in and the resporrdent No.l Compan-v.

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and 26.O9.202'2

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5

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MB,J &^GPK,J Comca-l8 e,192025

03.LL.2022

09.o3.2023

12.o4.2023

22.O8.2023

30.08.2023

31.OA.2023

The appellant filed a suit^{(COS No.32 of 2O221} before the Commercial^{Courtseeking Mandatory} Injunction and Specific^{Performanceofthe} Agreement and other consequential^{reliefs. In the} said Suit, the appellant^{filed I.A.No.349of 2022} seeking interim injunction^{againstthe respondents} from altering or modifying^{inany manner tJ:e} shareholding pattern of the^{respondent No.1} Company.

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O9.O3.2O23 The Commercial^{Courtdismissed} I.A.No.349 of 2022.

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COMCA No.2O of 2023^{preferredby 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^sharesofthe respondent No.I Company^was to^{abide by the} result in COS No.32 of^2022.

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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^Priceof Rs.1 1,3 [,05,800/- in relation to the^{said shares and} to complete the transaction by^{O8.O9.2O23at the} price of Rs.289.83 paise per share.

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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^{proceedingsin COS} No.32 of 2022, the issuance of a similar^{Call Option} Notice on 25.O5.2022 and that the Agreeurent^stood terminated.

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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.

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6

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MB,J & GPK,J Comca_l8 & l9_2O25

t2.to.2023

28.LI.2023

o8.01.:2024

04.o3.2024

04.o3.2025

17.06.2025 and t8.06.2025

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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.

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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.

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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.

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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.

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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.

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The appellant filed the present Appeals i.e., COMCA Nos.18 and 19 of 2025, respectively before this Court.

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MB,J & GPK,J Comca-l8 &^L9-2O25

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7. learned Senior counsel^{appearing for} the

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appellant/plaintiff submits^{that the appellant's claims with} respect to the shares of the^{respondentNo.l Company were} based on the Agreement^{dated 03.11.2018.Senior Counsel} submits that the appellant^{successfullyprocuredsubstantial} investments for the respondent^{No.2 during his service with the} respond.ent No.1 Company. It^{issubmitted thatthe} remuneration for the^{servicesrenderedby the appellantunder} 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 ConsultancyStocks 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 declinedto} grant relief on 12.04.2023 in COMCA^No.2O of^{2023. The} appellant therefore issued a fresh^{Call OptionNoticedated} 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.

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l

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IvIB,J & GPK,J Comca_l8 & L9_2O25

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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.

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.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.

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MB,J & GPK,J Comca-l8 & l9-2O25

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Senior Counsel further^{submits that the secondCall Option} Notice dated 22.08.2023^{was also for the sale/transfer of 2o/o of} the total paid-up share capital^{of the respondentNo.l Company} i.e., 3,90,245 shares and for^{providing the details ofthe} 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 applicableto the presentSuit} that is arry share transactions^{would be subject to COS No.2 of} 2024.

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Learned counsel appearing^{for therespondent 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^{hiscontinuous} readiness and willingness to perform^{his obligations under the} Agreement. It is further submitted that the^{appellantfailed to} seek leave of the Commercial Court to file^{afresh 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}

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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.

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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.

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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.

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[4. \Arhile the appellant claims that the appellant's right to the 'Sale Shares'is distinct and independent from anv dispute raisecl

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11

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by the respondents^{as to the appellant's performance under the} Agreement, the^{respondentscontend 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 Consultancyand Shareholders} Agreement.

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

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The Consultancy^{and Shareholders Agreementdated} 03.11.2018 was executed^{betweenOptimus 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.rrreferredto as the} 'Optimus Group'. The^{Agreementwas for the purpose of} engaging a consultant^{for the optimusGroup for a period of five} ye€[s commencing from^{O 1.O9.2O 18(effectivedate) till} termination of the^{Agreementin accordancewith Clause15} thereof (Clause 2).

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T2

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MB,J & GPK,J Comca_l8 & l9_2O25

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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).

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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,).

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13

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MB,J & GPK,J Comca-I8 & 19-2025

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Clause 4b.II^provides that^{the Consultantshall 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 optionEventof the} Optimus Group reaching^{the Earnings before [nterest, Taxes,} Depreciation and Amortization^{(EBITDA) of tNR.187.50crores} (rupees one hundred and eight5r^{sevencroresand fifty lakhs only)} in any financial year within^{five years from the effective date of} the stock of the^{promoter.Sub-clause(i)(c) includesthe call} Option Event of the Optimus^{Group reachingthe EBITDA of} INR.225 crores (rupees two^{hundred and twenty five crores only)} in any financial year within^{five years from the effectivedate of} the Stock of the^{promoter.Upon the occurrenceof such Call} Option Event, the^{Promotershall 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^{Laboratoriesto the Consultant'} Clause 4b.III entitles the^{Consultantto exercisethe Calt Option} at any time after the^{occurrence of any of the Call OptionEvent'}

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t4

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MB,J & GPK,J Comca- 18 & 19_2025

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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.

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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

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which were rejected^{by the Commercial Court by way of the} impugned order dated^04.O3.2O25.

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However, the^{interpretationof Clauses 3 and 4of 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.

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As stated above,^{Clause 3 of the Agreementrelates to} ,Scope of Services'. Clause 4 relates to 'Compensation'' clause 4-compensation^{is dividedinto numerous, back-to-back} sub-clauses and further^{(often unintelligiblesub-divisions} breaking down the^{compensation payable to the Consultant)'in} consid.eration for the^{seruies...'. In essence,Clause 4 canbe} divided into 5 categories.^{Clause 4arelates toMonthly} Consultancy Fees for^{the initial one year from the effectivedate'} Clause 4b relates to^{additionalCompensationapart 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 tothe} Consultant. Clause^{4b.II entitlesthe 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}

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outlines the call option and the cafl option Event. clause 4b.IV provides the specilications of the call option Notice.

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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.

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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,

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-..in consideration for the seruices, the optimus Group shalt compensate tlrc Cortsultant in the foilowing manner...,

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l'he intention of the parties also finds place in claus e 4b

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which provides as under:

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'..-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. ..,.

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L7

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The intention of the^{parties isagain reiterated in} Clause S-Other terms of the Sale^{Shares and ConsultancyStock'.} Clause 5a provides

¶151

'...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...'

¶152

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.

¶153

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 the absurd to interpret the Sale of Shares by Promoter/respondent No.2 in favour of the appellant dehors th.e

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18

¶155

MB,J & GPK,J Comca-l8 & l9_2O25

¶156

Services which were agreed to be rendered by the appellant to the respondent No.1.

¶157

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.

¶158

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.

¶159

Th,e other argurnents on behalf of the respondents, includingl abandonment of the appellant's cause of action under

¶160

19

¶161

MB,J & GPK,J Comca-l8 & l9-2O25

¶162

Order XXIII Rulel(a) of The^{Codeof Civil Procedure,19O8 and the} appellant's alleged lack of^{readinessand willingnessunder} section 16(c) of The Specific^Relief Act,^{1963,may be relevant at} the time of final adjudication of COS^{No.32 of 2022pending} before the Commercial Court.

¶163

[n essence, the respondents' contention^{t]rat the appellant} abandoned part of the Suit claim in^{I.A.No.3B3of 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 incidentalto the} primary issue of n,hether the appellant can^{seek to invokehis} right under clause 4bjlil while facing^{allegationsof} non/inadequate performance^{of contractualobligations.}

¶164

Similarly, the issue^{whether the appellantshouldbe} deprived of his right to call for the^{Sale Shares despitebeing} unable to prove reacliness and^{willingness toperforrn the} essential terms of the Contract^{interms ofplacing the} consideration for the Sale Shares^{on the table, is a conseqLtential} corollary to the appellant successfully^{rebuttingthe allegations of} inadequate pe rfo rmance through satisfactory^evidence.

¶165

20

¶166

MB,J & GPK,J Comca_l8 & l9_2O25

¶167

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.

¶168

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.

¶169

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

¶170

2L

¶171

MB,J & GPK,J Comca-l8^{&, L9:2O25}

¶172

Court was^{also of the view that the balance of conveniencewas in} favour of^{refusinginterim protection to the appellant and further} that the appellant^{had failed to satisfy three cardinalprinciples} for grant of^{temporary injunction i.e., pnma facie case, balanceof} convenience^{and irreparableloss which wouldcause in the event} relief of temporary^{injunction is not granted'.The commercial} court has^{dealt with the matter in depth and concludedthat the} reliefs claimed^{by the appellantwere best suited for being} adjudicated^{uPon in a trial'}

¶173

33.Wedonotfindanyerrorinthereasonsgivenbythe Commercial^{Court, particularlyin the face of the fundamental} disputes as^{to whether the appellantcan claim any rights with} respect to^{transfer of the Shares, without rebutting the charge of} non-performanceoftheServicesagreedtoberenderedtothe respondent^{No. 1/Companv/OptimusGroup by the appellartt'} The allegations^{and couuter-allegationsrelating to the appellant} havingvisitedtheofficeoftherespondentNo.lonlyforafew times and^{having been arva-y from Hyderabadfor performinghis} obligations^{under the Agreement for extended periods of tirne are} not issues^{which can be decided on a preliminarybasis without} corroborating^{evide nce'}

¶174

22

¶175

MB,J & GPK.J Comca_l8 & t9_2025

¶176

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.

¶177

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!

¶178

23

¶179

MB,J & GPK,J Comca-l8 e, D2O25

¶180

three principles, the^{Commercial Court correctlyrefusedthe} injunction prayed for.

¶181

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

¶182

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.

¶183

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.

¶184

SD/. K SRINIVASA RAO JOINT REGISTRAR / C

/,TRUE COPY//

SECTION OFFICER

To,