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IN THE HIGH COURT FOR THE STATE OF TELANGANA AT HYDERABAD
MOUSHUMI BHATTACHARYA, GADI PRAVEEN KUMAR, JJ.
K.N. Mahesh Prasad – Appellant
Versus
Optimus Drugs Private Limited and Another – Respondents
Commercial Court Appeal Nos.18 and 19 of 2025
Decided On : 24-12-2025
JUDGMENT:
Moushumi Bhattacharya, J.
1. Both the Appeals are being disposed of by this Common Judgment. The impugned orders involve the same parties and subject-matter.
2. The Commercial Court Appeals arise out of two orders dated 04.03.2025 passed by the learned Special Judge for Trial and Disposal of Commercial Disputes, Ranga Reddy District at L.B.Nagar (‘Commercial Court’) in I.A.Nos.32 and 33 of 2024 in C.O.S.No.2 of 2024 filed by the appellant/plaintiff under Order XXXIX Rules 1 and 2 read with Section 151 of the Code of Civil Procedure, 1908 (‘CPC’).
3. The appellant filed I.A.No.32 of 2024 praying for grant of temporary injunction restraining the respondent No.2 from creating any third party rights in respect of 3,90,245 shares of the respondent No.2 in the respondent No.1 Company as per Call Option Notice dated 22.08.2023 issued under Clause 4b of the Consultancy and Shareholders’ Agreement dated 03.11.2018.
4. The appellant filed I.A.No.33 of 2024 praying for grant of temporary injunction restraining the respondents from changing/modifying in any manner the shareholding of the respondent No.1 Company by way of issuance, allotment 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.
5. The respondent No.2 is the Promoter and Managing Director of the respondent No.1 Company and holds 28% of the shares of the respondent No.1 Company, along with his family. Sekhmet Pharmaventures Private Limited (‘Sekhmet’) being the majority shareholder owns 72% of the shares of the respondent No.1 Company. The appellant’s claim with regard to the shares in the respondent No.1 Company arises out of a Consultancy and Shareholders’ Agreement entered into amongst the appellant, the respondent No.2, the respondent No.1, Optimus Drugs Private Limited and Optrix Laboratories Private Limited on 03.11.2018. The respondent No.1 Company along with Optrix Laboratories Private Limited are part of the ‘Optimus Group’.
6. A brief timeline of the relevant periods is required to be stated to understand the rival contentions of the parties.
| 03.11.2018 | The appellant, the respondent No.2, the respondent No.1 Company and Optrix Laboratories Private Limited entered into a Consultancy and Shareholders’ Clause 2 of the Agreement (‘Agreement’). The Agreement inter alia provided that the appellant (Consultant) was appointed as a Consultant by the Optimus Group for a period of five years commencing from 01.09.2018 till the termination of the Agreement in accordance with Clause 15 therein. The Services to be provided by the appellant (Clause 3 read with Schedule 2) and the Compensation to be awarded to the appellant in consideration for the Services (Clause 4) were specified in the Agreement. The Agreement also provided for the sale, transfer and assignment of Equity Shares of at least of 2% of the paid up share capital of Optimus Drugs Private Limited and 2% of the paid up share capital of Optrix Laboratories Private Limited to the appellant in consideration of the Services (Clause 4b.I) in addition to the Monthly Compensation (Clause 4a) upon execution of the Agreement. Clause 4b.II) of the Agreement further provided for the transfer of securities held by the respondent No.2 (Promoter) in each of the Optimus Group aggregating to not less than 1% 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.187.50 crores and secondly where the EBITDA of any financial year of the Optimus Group is Rs.225 crore, within five years from 01.09.2018. |
| 22.09.2021 | A Joint Company Petition (CAA) No.13/230/HDB/2021 connected with CA (CAA) No.190/230/HDB/2020 had been filed before the National Company Law Tribunal, Hyderabad Bench, Hyderabad, seeking amalgamation of Optimus Drugs Private Limited and Optrix Laboratories Private Limited as well |
The right to claim shares under a Consultancy Agreement is conditional on performance of agreed services, necessitating proof of readiness and willingness for injunctions.
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The court upheld the specific performance of the share purchase agreement, emphasizing the enforceability of such contracts under the Specific Relief Act and the Sale of Goods Act. The court also rej....
An interlocutory injunction may be granted if serious issues are raised regarding the fulfillment of conditions precedent in a share sale agreement, balancing convenience and potential harm to partie....
The court affirmed that no notice was required for the sale of charged shares, and the Plaintiff failed to prove claims of breach of contract and undervaluation.
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