Advocates:
Advocate Appeared:
For the Appellant: Virag Tulzapurkar, Shriraj Dhru and Khyati Pandit i/b Dhru and Co.
For the Respondent: Mustafa Safiyuddin, Sumeet Rane and Vaibhav Keni

Key Points: - The derivative action is evaluated against the "clean hands" doctrine and requires the plaintiff to be a proper person acting bona fide for the Company's benefit (!) (!) . - The court considers collective decision-making and the views of non-owning shareholders, especially where minority shareholders oppose the action (!) (!) . - The court emphasizes strict hurdles for maintainability: prima facie entitlement to maintain the action and prima facie case for injunction, irreparable loss, and balance of convenience; otherwise relief denied (!) . - The patent ownership issue is not to be decided in a derivative suit if the Patents Act provides a specialized forum (Patent Office) and the action risks losing the patents (!) (!) (!) . - The plaintiff’s conduct, motives, conflicts of interest (e.g., competing businesses, MOU with Godrej), and past litigations adversely affect maintainability and interim relief (!) (!) (!) . - Fiduciary duty arguments are evaluated by comparing whether inventions were created in the course of employment and whether the invention should vest in the Company or inventor, with reliance on relevant case law (!) (!) (!) . - The court ultimately dismisses the derivative action for lack of prima facie case, lack of bona fides, and because interim relief would risk patents; also imposes costs on the plaintiff (!) (!) (!) .

What is the proper test to determine whether a minority shareholder may maintain a derivative action in the interest of the company?

What factors determine whether a derivative action is bona fide, in the best interests of the company, and maintainable when there are conflicting interests among shareholders?

What are the circumstances under which the court should decline interim relief in a derivative action involving patent ownership and fiduciary duties?