Back
IN THE HIGH COURT OF JUDICATURE AT MADRAS
K.KUMARESH BABU, J.
Refex Green Mobility Limited – Appellant
Versus
Nawaz Shameer Khan – Respondent
OA.Nos.730 to 738 of 2024 in C.S.No.235 of 2024
Decided on : 23-04-2025
(A) Injunctions - Interim Injunctions - The court considered multiple original applications seeking interim injunctions against the respondent for various actions including defamation, interference, and competition. The court found that the respondent's termination was in violation of natural justice and upheld his position as a director while dismissing other applications. (Paras 15, 19, 20, 21, 22, 24)
(B) Employment Law - Termination - The court ruled that termination of the respondent was improper as it violated principles of natural justice and the rights of shareholders under the shareholding agreement. (Paras 15, 18)
(C) Corporate Governance - Shareholder Rights - The court emphasized that the employment agreement and shareholding agreement are independent and cannot override each other. (Paras 18)
Facts of the case:
The applicants sought injunctions against the respondent for actions that allegedly harmed their business interests, including misappropriation of funds and defamation. The respondent was a major shareholder and director of the applicant company, and disputes arose following his termination.
Findings of Court:
The court allowed the application for interim injunction regarding the respondent's representation as an employee but dismissed other applications, emphasizing the need for natural justice in termination matters.
Issues: The main issues included the validity of the respondent's termination, the rights of shareholders, and the appropriateness of the injunctions sought.
Ratio Decidendi: The court held that termination without due process violates natural justice and that the employment and shareholding agreements must be respected independently.
Result: O.A.No.735 of 2024 is allowed; O.A.No.732 of 2024 is dismissed; O.A.Nos.730, 731, 733, 734, 737 & 738 of 2024 are rejected; O.A.No.736 of 2024 is closed.
ORDER
The original application O.A. No 730 of 2024 has been filed seeking to grant an order of ad interim injunction restraining the respondent and his associates from issuing and circulating any defamatory or malicious statements in any form against the applicants.
The original application O.A. No. 731 of 2024 has been filed seeking to grant an ad interim injunction restraining the respondent and his affiliates from orchestrating any unrest or protest among the employees of the applicants.
The original application O.A. No 732 of 2024 has filed seeking to grant an order of ad interim injunction restraining the respondent and his affiliates from interfering in the affairs of the Applicants.
The original application O.A. No. 733 of 2024 has been filed seeking to grant an an order of ad interim injunction directing the Respondent from soliciting or diverting his affiliates.
The original application O.A. No 734 of 2024 has been filed seeking to grant an order of ad interim injunction restraining the respondent from commencing or continuing to be a part of any business which directly or indirectly competes with the applicants.
The original application O.A. No 735 of 2024 has been filed seeking to grant an order of interim injunction directing the respondent to disassociate himself from representing as an active employee of the applicants.
The original application O.A. No 736 of 2024 has been filed seeking to grant an order of ad interim injunction restraining the respondent from using the word 'REFEX' or any other deceptively similar words in relation to any businesses which are operated by him or his affiliates.
The original application O.A. No 737 of 2024 has been filed seeking to grant an order of ad interim injunction directing the respondent to return the entire confidential data of the applicants.
The original application O.A. No 738 of 2024 has been filed seeking to grant an order of ad interim injunction directing the respondent to replace the missing 41 EV chargers and stepneys.
2) Mr. Arun C. Mohan the learned counsel for the applicants submits that the 1st applicant is engaged in the business of providing Mobility services. The 1st applicant provides a gamut of services and enjoys a good position and reputation in the market and has several tie-ups with many leading automobile companies . He submits that the on 24.08.2022 the Bangalore International Airport Limited (BIAL) issued a Request for Proposal (RFP) for operators for Airport Fleet Taxi Services between the city of Bengaluru and Kemepegowda International Airport.
3) He contends that the respondent approached the 1st applicant as the representative of the company named O3 Mobility Private Limited where the respondent holds a 60% share along with OPEL Transportation Services Pvt.Ltd. holding a 40% share. He submits that O3 emerged as the successful bidder for above RFP by the BIAL and a financial assistance of Rs. 5,00,00,000 (Rs. 5 crores) was specifically sought from the 1st applicant. He states that the Respondent agreed to form a consortium between the 1st applicant and O3 Mobility. As per the understanding under this Consortium the 1st applicant agreed to pay Rs. 1 Crore as the incentive to the respondent under two conditions (1) that the respondent & OPEL would dilute their shares in O3 and a portion of the Ownership is transferred to the 1st applicant (2) The Respondent would commence operation of the BIAL project before 31.12.2023. In September 2023 the respondent and the 1st applicant approached the BIAL with a consortium arrangement where the 1st applicant would hold 49.99% and the respondent would hold 50.01% of the O3 Mobility, which arrangement was approved by BIAL on 25.08.2023. He further submits that the 1st applicant funded O3 Mobility with a sum of INR 5 Crores on 09.11.2023. Out of which INR 4 crores was allocated towards the submission of Performance Bank guarantee. On 22.11.2023 an additional amount of INR 5,21,72,380 was infused by the 1st applicant into
Termination of an employee must adhere to principles of natural justice, and employment agreements cannot override shareholder rights under separate agreements.
The court established that serious issues of shareholder oppression and dilution of shares justify granting an injunction to maintain the status quo until the case is resolved.
The court emphasizes that an injunction may be warranted where serious issues of oppression and conspiracy exist, and unreasonably altering the status quo risks irreparable harm to the Plaintiff.
The court established that injunctive relief requires serious questions to be tried and that damages must be inadequate; the balance of convenience favored the defendants, leading to the dismissal of....
An interlocutory injunction will not be granted if there is no serious issue to be tried, and claims against non-parties to a contract are unsustainable.
An indispensable Tool for Legal Professionals, Endorsed by Various High Court and Judicial Officers
Please visit our Training & Support
Center or Contact Us for assistance
Scan Me!
India’s Legal research and Law Firm App, Download now!
For Daily Legal Updates, Join us on :
Back to top
