Bangalore District Court
M/S Tenova India Private Ltd Erstwhile ... vs M/S Vmix Mineral Technologies Pvt Ltd on 27 February, 2025
1
Com.O.S.No.5191/2017
KABC170083362020
IN THE COURT OF LXXXII ADDL. CITY CIVIL &
SESSIONS JUDGE, AT BENGALURU (CCH.83)
THIS THE 27th DAY OF FEBRUARY 2025
PRESENT:
SUMANGALA S BASAVANNOUR., B.COM, LL.M.,
LXXXII ADDL.CITY CIVIL & SESSIONS JUDGE,
BENGALURU.
Com. O.S. No.5191/2017
BETWEEN:
M/s Takraf India Private
Limited, (Erstwhile m/s
Delkor Technik Pvt Ltd),
A company registered
under the Companies
Act, having its office at:
108/D, 6th Main road, 3rd
Phase, Peenya
Industrial Area, Peenya,
Bangalore - 560 058.
2
Com.O.S.No.5191/2017
and having its
registered office at: No.
943/3, TTK Road,
Alwarpet, Chennai - 600
018, represented by its
Authorized Signatory,
Mr. Arun Soni.
: PLAINTIFF
(Rep. by M/s Kreioz
Legal Solutions -
Advocate)
AND
1. M/s VMIX Mineral
Technologies Pvt. Ltd, A
company registered
under the Comapnies
Act, Having its
registered Office at: 2nd
floor, Kushal Garden
Arcade, Peenya, 2nd
Stage, Peenya Industrial
Area, Bengalulru - 560
058.
2. Mr. Vijay V Mahajan,
S/o Mr. Vilas Rajaram
Mahajan, Aged about 46
3
Com.O.S.No.5191/2017
years, R/at No. 14,
Kavisha, Sri Nidhi
Layout, Near Sree Ram
Swagruha Apts,
Vidyaranyapura,
Bangalore - 560 097.
3. Mr. Aditya Kumar,
S/o Mr. Aditya Kumar,
A/a 43 years, R/at Flat
No. 101, HN-23,
Vaishnavi Layout,
Vidyaranyapura,
Bengaluru - 560 097.
: DEFENDANTS
(Represented by Sri.
Shankaraiah B. -
Advocate)
Date of Institution of the 31.07.2017
suit
Nature of the suit (suit on
pronote, suit for declaration Recovery Suit
& Possession, Suit for
injunction etc.)
4
Com.O.S.No.5191/2017
Date on which judgment
27.02.2025
was pronounced
Total Duration Year/s Month/s Day/s
07 06 27
(SUMANGALA S BASAVANNOUR),
LXXXII Addl.City Civil & Sessions Judge,
Bengaluru.
JUDGMENT
This suit is filed for permanent injunction and Damages.
The plaintiff prays that, Restraining the defendants from carrying on any business competing with that of the plaintiff.
2. Directing the Defendant No.2 to 3 to produce accounts since incorporation till date to identify the exact amount of sales that have taken place through by using the goodwill, intellectual property, the market research and client base of the plaintiff company.
5Com.O.S.No.5191/2017
3. Using in any manner whatsoever the confidential information data, materials, history, documents, intellectual property, rights, either or any other digital media both virtual/and or in print.
4. To award damages for a sum of Rs. 220.97 lacks on account of loss of good will and reputation and loss incurred due to the use of the proprietary information and the client base of the plaintiff.
5. To award damages of loss of revenue of Rs. 240 lacks as loss of business caused due to the active solicitation of the clients of the plaintiff Company, along with interest on the said sum from the date of the suit to the date of payments at the rate of 18% per annum.
6. To award damages of Rs. 275 lacks towards trouble shooting and setting up new infrastructure and staff as the old structure has been thoroughly damaged and hijacked by the Defendants.
6Com.O.S.No.5191/2017
2. The Brief facts of the Plaint are as follows:-
The plaintiff is a company incorporated under the companies Act having its registered office at the above mentioned address dealing in the filed of minerals related products which manufacturers the metal based consumer products. The plaintiff state that they are engaged, inter alia, in the business of manufacturing. Over the past few years, plaintiff have through their level of services, developed an excellent reputation and credibility in the industry on account of the standards of their service. The high quality of their services is solely due to their hard work and substantial investment in research, development and manufacture. Further, the plaintiff have developed their customer based on their aforesaid reputation and credibility. Therefore, plaintiff current and potential customers and all information and details pertaining to such customers, including pricing, are confidential and proprietary to plaintiff. Mr. Vijay V Mahajan, the 2 nd Defendant was employed as a Senior Engineer (Marketing) on 18.06.2001 and he was later promoted and re-designated as Assistant General Manager-Sales with effect from 31.12.2008 and later 7 Com.O.S.No.5191/2017 promoted to Dy. General Manager-Sales from 08.02.2011, that at the time of resignation on 30.03.2012, he was working from the office premises at No. 108/D, 6th Main Road, 3rd Phase, Peenya Industrial Estate, Bangalore and was also drawing good salary to his satisfaction and during his tenure as Deputy General Manager marketing he was privy to the plaintiff customers and had all information of its products, their manufacture and its distribution and also had access to the plaintiff global marketing network and clients, it is pertinent to mention that the plaintiff has spent millions of dollars in research and marketing and this defendant holding a senior position in the company was privy to all the information including the client base and the manufacturing process of the plaintiff. The plaintiff off late was surprised that there was dip in sales and many of its clients were being diverted to a company called VMIX, the 1 st Defendant herein on investigation it was found that the 1st Defendant company was a company which was incorporated by the 2nd Defendant within months of his resignation from the company and the along with his wife and furthermore it was found that Mr. Mujeeb Ahmed Sayed, Mr. Hemanth Kumar and Mr. Dhananjay Raj Urs who were also 8 Com.O.S.No.5191/2017 in sale and marketing joined the 1st defendant on the behest of the 2nd and 3rd defendant.
The plaintiff further contended that, the Defendants 2 and
3 being privy to the trade secrets of the plaintiff and all possible confidential information with respect to the clients, clients of the plaintiff, its groups marketing strategies, the financial details relating to the groups clients the costs and sources of the groups product services and the purchasing and pricing policies of the group, a fact which they were well aware of and had undertaken to protect the same and not divulge the same directly or indirectly to any third person nor use it for their own benefit. It is very evidence as per the employment agreement which each of the defendant No. 2 and 3 had signed. The Defendant No.2 and 3 are taking advantage of the knowledge and information that he was privy to with respect to the plaintiffs business policies, contracts, client's pricing and other relevant and confidential information setup a plan along with the other defendants to use this valuable information on which the plaintiff had spent millions of dollars on research and strategies, which the 2nd Defendant was under the employment 9 Com.O.S.No.5191/2017 of the plaintiff the 2nd Defendant managed to take away all information relevant to the business for his own personal gain contrary to the undertaking and plaintiffs policy, a fact which the plaintiff came to know on investigation after being enlightened by the fact that the 1 st defendant was a company belonging to the 2nd and 3rd Defendant. The 2nd Defendant on having satisfied himself that the information he had taken from the company was sufficient resigning from the services of the plaintiff on 30.03.2012 and was relieved from 04.04.2012. The plaintiff was surprised on investigation that the 2 nd Defendant along with his wife Mrs. Kavitha Mahajan had incorporated the 1st Defendant immediately after his resignation from the plaintiff. The memorandum of Articles of the 1st Defendant clearly shows the nature of business and its objectives which clearly compete with that of the plaintiff. The 2 nd defendant is bound by the clause of his employment where he had undertaken not to divulge the company's secrets and confidential information which interaila includes plaintiff's product details, details of clients, and their business units where plaintiff has supplied it products, business territories etc., and also that of its group companies.
10Com.O.S.No.5191/2017 The Plaintiff further contended that, by incorporating the 1st and 2nd Defendant has not only violated the undertaken given by him to the plaintiff but also committed a criminal breach of trust against the plaintiff and its group companies. The 2nd Defendant is holding an office of the profit under the 1 st Defendant after having compromised the interest of the plaintiff and its group companies and profiting from the same. The 3 rd Defendant Mr. Aditya Kumar after having left the services of the plaintiff joined the 1st defendant as a Managing-sales and Marketing and was the part of the team headed by the 2 nd defendant and was also privy to the proprietary and confidential information of the plaintiff and its group companies. Mr. Mujeeb Ahmed Sayed who joined the Plaintiff company Design Engineer Trainee on 29.9.2006 and later he was promoted until senior Engineer-Projects until his resignation on 18.4.2012 and also joined the employment of the 1" Defendant. During course of its business when it came to know about the existence of Defendant No. 1 and further its Directors and its employees it was startled and surprised and set to investigate the 1 Defendant found out that the Defendants jointly and severally 11 Com.O.S.No.5191/2017 have been using the resources and confidential information of the Plaintiff and its group companies to the best of their advantage and have been causing losses to the plaintiff amounting to crores of rupees using the information and research on which the Plaintiff have spent millions of dollars which they have undertaken to protect, but have jointly and severally with a malafide intention used the confidential and proprietary information of the plaintiff for mesne profits. Mr. Hemanth Kumar, who worked with the Plaintiff company as Projects Manager until his resignation on 3.6.201-4 was into the team of Defendant No. 1. Mr. Dhananjay, the who worked with the Plaintiff company as Assistant manager- Projects until his resignation on 29.03.2013 was into the team of Defendant No.1. in view of the designation and responsibilities of the Defendant No. 2 and 3 and other staff mentioned in para 13,15, and 16(hereinafter refereed as other staff) who were under a mandatory obligation to not solicit, or attempt to solicit, Plaintiff's customers or clients, during and/or after the termination of their employment with the Plaintiff The Plaintiff submit that the Defendant No. 2 & 3 had undertaken and agreed to keep secret and retain in strictest confident the 12 Com.O.S.No.5191/2017 confidential and proprietary information of Plaintiff, which they obtained during the course of their employment with Plaintiff and not use the same for the benefit of themselves or others. It is pertinent to mention that at the time of their appointment with the company and as per the company policy in their appointment letter / contract signed by the Defendant No. 2 and 3 and other staff have signed an undertaking to that effect. It is very evident on the close reading of this clause of the contract that all people drawing salary from the Plaintiff are bound by this clause of non compete and also they are bound by the company policy of non-disclosure.
The plaintiff further contended that, the 2 Defendant in connivance with the Fire Defendant have incorporated M/s. VMIX MINERAL TECHNOLOGIES PVT. LTD, the Defendant No. 1 herein, upon resigning from the Plaintiff which is engaged in a similar business as the Plaintiff. It is pertinent to mention here that the Defendants jointly and severally are trying to solicit the Plaintiff customers and client using the credentials of the Plaintiff and trying to hijack the good will of the Plaintiff, that the Plaintiff have created in the market in spite of being bound 13 Com.O.S.No.5191/2017 by the non compete clause mentioned above. It is necessary to mention that the Defendants No. 2 and 3 after leaving the employment of the Plaintiff have formulated the Defendant No.
1. The Defendant and are actively soliciting the clients of the Plaintiff and also the potential clients and are making wrongful gain for themselves and have misrepresented to them by sharing presentations which cite all Plaintiff work and customers as their own work and customers. Plaintiff submits that by doing so, The Defendants No. 2 and 3 have violated the undertaking. Also Defendants No 2 and 3 are influencing Plaintiffs staff to join them. The Defendants in the course of soliciting Plaintiff current and potential customers, also knowingly and willingly. misused the confidential and proprietary information of Plaintiff, in complete disregard of their confidentially obligations towards the Plaintiff. We are informed that during the course of their employment with Plaintiff, they had access to Plaintiff confidential information that included customer and client information, which they are now exploiting to make unlawful gun for themselves and for the benefit of VMIX MINERAL TECHNOLOGIES PVT. LTD, the Defendant No. 1 herein at the expense and to the detriment of 14 Com.O.S.No.5191/2017 the Plaintiff. As a direct result of their aforesaid actions, Plaintiff have experienced interruption of their ongoing business activities and have been denied valuable business opportunities. Plaintiff state that this misuse by Defendant No. 1, 2 & 3 of Plaintiff's confidential and proprietary information has impacted Plaintiff's business and hampered Plaintiffs ability to provide services to their customers, thus causing irreparable damage and harm to Plaintiff and loss of business.
The plaintiff further contended that, As a result of technical know-how and research, the plaintiff designs and manufacturers beneficiation equipment with specific damages and due to that the Aftermarket (Spares) support is quite specific and the spares orders for plaintiff manufactured products were coming to plaintiff till Defendants started pitching the Plaintiffs clients that they can supply spares for Plaintiffs products. The Clients were comfortable dealing with the Defendants since defendant No 2 and 3 are the same people who were dealing with the clients while representing Plaintiff. It is imperative to note here that how defendant can 15 Com.O.S.No.5191/2017 design, manufacture and supply the spares for the equipment designed, manufactured and supplied by Plaintiff.
The plaintiff further contended that, the Defendant No. 2 and 3 access to their confidential and proprietary information in trust. On account of this trust and by virtue of their position, Plaintiff had granted them access to then confidential and proprietary information at all times during their employment with Plaintiff. They owed a mandatory duty towards Plaintiff to not misuse information purported to be confidential and/or proprietary Despite having voluntarily accepted the trust and confidence of Plaintiff. they have breached, violated and abused such trust by misusing Plaintiff confidential and proprietary information. They have, by their action, also committed a criminal breach of trust and caused huge loss to the Plaintiff for which all the defendants are jointly and severally responsible.
The plaintiff further contended that, the Defendant No.1 have, in their presentations, used without Plaintiff permission, the Plaintiff's testimonials and have claimed the same as their own and they have been approaching employees of Plaintiff, 16 Com.O.S.No.5191/2017 and have been illegally persuading the employees of Plaintiff to join the services of the Defendant No. 1. Defendant No. 2 and 3 aforesaid acts are unlawful, unfair, criminal and fraudulent in nature and amount to breach of contract as well as trust. As a direct result of the aforesaid acts they have unjustly enriched themselves and the 2 and 3 Defendant who is riding on the stolen goodwill of the plaintiff as a direct result of the criminal breach of trust of the other Defendants and such practices have caused irreparable harm and injury to Plaintiff. Plaintiff state that mere monetary compensation is inadequate to remedy the harm caused to Plaintiff on account of your aforesaid acts. In addition to the actual monetary damages, Plaintiff have suffered damage to their reputation and credibility, which they developed over the years in the industry. As a result of your aforesaid acts, Plaintiff, besides being entitled to equitable relief, are also entitled to full restitution of all revenues, earnings, profits, compensation and benefits, which the Defendant 2 and 3 have obtained as a result of such acts.
The plaintiff further contended that, the Defendants in are consistently moving towards harming the reputation of the 17 Com.O.S.No.5191/2017 plaintiff and the good will in addition to the damage already done to the Plaintiff directly causing huge financial loss to the Plaintiff which the defendants are jointly and severally liable to the compensate as they are guilty of breach of trust and are attempting to hijack the goodwill of the Plaintiff. In order to deter the defendants from causing more damage and in order to claim compensation to the damage caused to them by the defendants in terms of goodwill loss of revenue and loss of business opportunities inclusive of loss of name have no other option but to approach to this court seeking a permanent injunction and a declaration against the defendants to prevent and stop further breach.
The plaintiff further contended that, the defendant have clearly misused the data, materials, intellectual property, history etc., of the plaintiff. The consequence of which is that the plaintiff have loss a valuable market and has incurred huge losses and has to incur heavy expenses to make good the client base and goodwill which has been dented by the malicious act of the defendants. Hence, this suit.
18Com.O.S.No.5191/2017
3. The Defendants have filed written statement and denied the entire case of the plaintiff that, this case is not maintainable either on facts or as per law. This plaintiff is not having locus standi to file this suit before this court. The plaintiff has approached this court with unclean hands and apart from suppressing material facts from this court, has also made assertions in the plaint which are false even to their own knowledge. The entire suit is based on flashood and fabricated documents and is an attempt to perpetrate a fraud on the answering defendant and this court. The suit is liable to be dismissed.
The defendant further contended that, the Defendant No.2 is an engineer with B.Tech has more than 26 years of experience in the industry and specially in designing and manufacturing heavy duty to light duty mixing equipment for various applications including mineral and food processing industry. The Defendant No.2 was employed in a reputed co. Shanti Gear Ltd., Mumbai from 1996 to 1998 as Sr. Engineer, then from 1998 to 2001 in Remi process plant and machinery Ltd. as Sr. Engineer sales and was handing the design, 19 Com.O.S.No.5191/2017 development and sales of Agitator /Mixing equipment. The Defendant No.2 joined the plaintiff co. in 2001 and developed the mixing equipment for 12 years contributing his prior skills, experience and expertise and took the plaintiff co. to new height.
The defendant further contended that, the Defendant No.3 is a mechanical engineer having more than 19 years of experience in many industries. The defendant No.3 joined oswal chemicals and fertilizer Ltd pradeep as engineer and he got promoted as Assistant Manager later. The plaintiff Co. used to be supplier there. The plaintiff co. offered job to the defendant No.3 because of plaintiff company got impressed by his capability, experience, sound knowledge and expertise in the equipment and process industry. The defendant No.3 joined the plaintiff co. in 2004 and worked there till March 2012.
The defendant further contended that, the Defendant No.2 and Defendant No.3 got offer letter from IMO pvt ltd. after they relieved from the plaintiff co. because of their expertise and knowledge in their products. The Defendant No.2 and his wife 20 Com.O.S.No.5191/2017 started the defendant No.1 company in 2012 based on their skill and past experience. The defendants are much advanced as per the requirement of their customer/clients as defendants had specialization in designing products and have very good reputation in the Global marker for their skill of designing customized and upgraded products as per the requirement of customer. That's why when defendants started their own company, their business flourished nicely because of their hard work, their professional skill, knowledge and dedication. Therefore to spoil their business and image in global market plaintiff with malafide intention filled this false, fraudulent suit against defendants. The plaintiffs sole motto is to be in market unchallenged and do not want any competitor in the field so just to harass and demolish even the newcomer co., has filled frivolous case against the defendants to eliminate the competitor who are doing their fair trade as per the law. The defendants have every fundamental right to start their own co. which is guaranteed in their constitution. The Defendant co. has not violated any laws as established under company Act.
21Com.O.S.No.5191/2017 The defendant further contended that, the present suit filed by the plaintiff is a gross abuse of the process of this court, which is calculated to harass and blackmail the replying defendants. The suit filed by the plaintiff is liable to be dismissed. The plaintiff has absolutely no cause of action to file the present suit and the cause of action as mentioned in plaint is concocted, fictitious and imaginary and the suit being without cause of action is liable to be dismissed. The plaintiff has made vague, false, frivolous, baseless allegations against the defendants in the present suit. The plaintiff has also failed to give the date, time and occasion of the allegations made in the plaint. The suit of the plaintiff is liable to be dismissed. The defendant has not violated any IPR laws as mentioned in the plaint etc., that it is legally impermissible for the plaintiff to file a injunction/damages suit against the defendants when the defendants were relieved by the plaintiff Company without any objection at that time. In competitive world how any company can restrict the consumers. The consumers has every right to choose their supplier of their own choice and who are best suited for them so how the plaintiff can make allegations that the Defendants have influenced the clients/consumers of 22 Com.O.S.No.5191/2017 plaintiff. This is highly objectionable and is never permitted in law. The plaintiff has no locus standi to file the instant suit against the defendant No.1,2 and 2 as apart from this plaintiff has always tried to spoil and damage the personality, clean image, reputation, potential career of defendants through using illegal means and his contacts and of his superior position in market. The plaintiff is not entitled for any relief as claimed for in the present suit. The suit of the plaintiff is liable to be dismissed. Before finalization of any order or any client's or any leading concern to the business was not finalized without prior permission of the MD of the plaintiff company. Therefore, only MD of the plaintiff company was having privy confidential information to the plaintiff customer not the defendants. In fact for the development and growth of the plaintiff company these defendants had done lots of hard work and utilized their professional skill, knowledge, education on research and marketing and also used their previous personal contacts to generate client list and created reference for plaintiff. The Defendant No.2 through his knowledge and skill took the plaintiff company to new heights.
23Com.O.S.No.5191/2017 The defendant further contended that, as per the information revealed by Mr. Mujeeb Ahmad Sayed that he was compelled to resign the plaintiff and he got relieved by plaintiff company much prior to the incorporation of Defendant No.1. After then he approached the Defendant No.1, much later to its incorporation to earn his livelihood. Mr. Hemant Kumar approached much later in 2016 after having worked in different co. called longi man and lastly resigned the Defendant No.1 also for his better career prospect. Dhananjay Raj approached the Defendant No.1 in 2013 after he got relived from plaintiff company on his own wish. The Plaintiff is not having any locus standi to file this case against these defendants. It is pertinent to mention that Defendant No.2 incorporated Defendant No.1 company along with his wife. Here it is pertinent to mention that Defendant No.3 after getting relieved from the plaintiff company in March 2012 joined company named IMO Pvt Ltd. and later on has joined the Defendant No.1 company as director by employment and later on he has been appointed as Additional Director in 2016 based on his performance.
24Com.O.S.No.5191/2017 The defendant further contended that, the MD of the plaintiff company was very much insecure and superstitious and therefore he was not disclosing and sharing any confidential information regarding what stated supra in para 6 to any of the defendants regardless to their posts. The Defendant No. 2 and 3 had not entered any specific intellectual property right agreement with plaintiff company.
The Defendant further contended that, Defendant No.2 and his wife started the Defendant NO.1 company in 2012 based on their skill and past experience and defendant No.3 joined Defendant no.1 as director by employment and later on in 2016 appointed as additional director. The defendant are much advanced as per the requirement of their customer/clients, as defendants have been specialization in designing products and have very good reputation in the Global market for their skill of designing customized and advanced products as per the requirement of customer. That's why when the defendants started their own company, their business flourished nicely because of their hard work, knowledge and dedication. It is pertinent to mention that the Defendant No.1 25 Com.O.S.No.5191/2017 has been approached by various individual clients of market due to defendants skill, their sound knowledge, excellent service in their field.
The defendant further contended that, the Defendant No.1 have gone under technological collaboration with foreign company named Mpteq M.C. Process, South Africa and Max Flot, UK to acquire the correct technologies required for their business. The letter of agreement. The defendant company neither interfering in the plaintiff's business nor utilized plaintiff company resources and confidential information for their business. The defendant had not access/privy to any confidential information of plaintiff, so it is specifically denied that defendants have use or misuse of any confidential and proprietary information. If it is used to believed then this suit must be dismissed for non joinder of necessary party as per the allegation made by the plaintiff, even the persons mentioned in the para 13,14,16 are neither the party to before this court nor the plaintiff has mentioned that he has filed any separate case against them. This act of plaintiff demonstrate the mischievous mind set of plaintiff.
26Com.O.S.No.5191/2017 The defendant further contended that, the Defendant No.2 and 3 have never used the credential and good will of plaintiff. To prove the damages allegations made by the plaintiff against defendant, they have to produce strict proof thereof because in contrary the turnover of plaintiff have been increased substantially since 2012 after defendant No.1 was incorporated. These are baseless allegations against the defendants with inferior intention to throw them out from the marker and have monopoly in their industry to earn more profit. The defendants were approached for providing such solutions with better quality and price by various clients/customer who were using equipment not only supplied by plaintiff but also by other equipment OEMS.
The defendant further contended that, baseless allegations of the plaintiff is just a frustration of the plaintiff as he was having monopoly in the market before Defendant No.1 had entered the market and thereof plaintiff is scared of competition. The Defendant had made their own goodwill and reputation in the market with lots of hard work and dedication towards the demand of the client/customer in the market.
27Com.O.S.No.5191/2017 When the Defendant No.1 was started by Defendant No.2, the plaintiff has exercised all its tool to harass, weaken and stop the business of the defendant. The plaintiff has threatened suppliers not to support defendants otherwise they will stop business with them. Plaintiff has approached various customers and clients to not to give any orders to the defendants, but could not succeed because it is ultimate right of the customer to decide their suppliers. The plaintiff has taken last tool to harass the defendants to go illegally legal way to deter defendant's growth in business because plaintiff see defendant as a potential future competitor. The business done by the defendant is result of true, honest and hard work of the defendants. Plaintiff is trying to use illegal way to stop the development of the defendants which should be equally compensated by the plaintiff. IT is all imaginations of plaintiff and cooked up stories of plaintiff to get the sympathy of this court, the defendant have never done any such activities which is alleged by plaintiff in para 27. The defendants are under extreme stress by the harassment and trouble created by the plaintiff now and over the period of time in many ways. This is also creating hindrance in doing smooth and normal business of 28 Com.O.S.No.5191/2017 Defendants. The defendants have never used the goodwill of the plaintiff but the defendants are trying hard to create their own goodwill in the market with hard work and sincerity. The relief sort for permanent injunction and damages by the plaintiff is baseless and based on false allegations so he does not deserve any kind of relief. As the plaintiff has not approached this court with clean hands, it is ulterior motive with intention to crush the flourish start-up business of defendants by hook and crook. Therefore, it is prayed to this court to dismiss this suit in limine with exemplary cost. The plaintiff is not entitle for relief sought for in the prayer part because it is based on the false and cooked up allegations. Hence, he prayed to dismiss the suit.
4. Based on the above pleadings, my predecessor in office has framed the following issues :-
1. Whether the Plaintiff company proves that Defendant No.2 and 3 in the violation of their undertaking, which was made while they were working in it, are doing business in the name of Defendant No.1 company in clear compete with it by using resources and confidential information and intellectual property rights ?29
Com.O.S.No.5191/2017
2. Whether the Plaintiff company proves that defendant No.2 and 3 in violation of their undertaking, which was made while they were working in it, are not entitled to carry business activities in compete with it ?
3. Whether the Plaintiff company proves that by using its resources and confidential information, the Defendants started business in compete to its business and diverted its business, its clients, its good will etc., and thereby they have cause loss and damage as contended ?
4. Whether the suit of the plaintiff is barred by limitation ?
5. Whether the plaintiff is entitled for relief as prayed for ?
6. What Decree or Order ?
5. In support of the plaintiff's case plaintiff is examined as PW.1 and got marked Ex.P.1 to Ex.P.17 and closed his side evidence. On the other hand defendant is examined as DW.1 30 Com.O.S.No.5191/2017 and got marked the documents at Ex.D.1 to Ex.D.17 and closed his side evidence.
6. Heard arguments of both the sides.
7. My answer to above issues are as under:
Issue No.1 :- In the Negative.
Issue No.2 :- In the Negative.
Issue No.3 :- In the Negative.
Issue No.4 :- In the Negative.
Issue No.5 :- In the Negative.
Issue No.6 :- As per final order,
on the following:
REASONS
8. Issue NO. 1 to 3 and 5 :- As these points are
interlinked with each other, they are taken together for discussion, to avoid repetition.31
Com.O.S.No.5191/2017
9. Before going to the contrary facts it is necessary to mention the admitted facts, the admitted facts are the defendant No.2 and 3 are the ex-employees of the defendant NO.1 company. The defendant No.2 joined the plaintiff company in 2001 and worked for 12 years and Defendant No.3 had joined the plaintiff company in the year 2004 and worked for till March 2012.
10. The plaintiff company substantiate its case examined Authorized signatory of the plaintiff company as PW.1. PW.1 in his evidence reiterated the averments of the plaint and got marked Ex.P.1 to Ex.P.17. The learned counsel for the Defendant cross-examined the PW.1 in detail, the facts facilitated during the cross-examination considered herein after at appropriate stage.
11. On the other hand, the 2nd defendant Managing Director of the Defendant No.1 company examined as DW.1 DW.1 in his evidence reiterated the averments of the written statement and got marked Ex.D.1 to Ex.D.17. It is pertaining to note that 32 Com.O.S.No.5191/2017 Ex.P.1 to 4 are marked during cross-examination of PW.1 for confrontation. The learned counsel for the Plaintiff cross-
examined the DW.1 in detail, the facts facilitated during the cross-examination considered herein after at appropriate stage.
12. Before going to the fact for discussion about issue No. 1 to 3 it is pertaining to note that during the course of arguments, the learned counsel for the defendant raised objection regarding authenticity of PW.1 to represent the plaintiff company and also argued the PW.1 no authority to represent the PW.1 and hence the suit of the plaintiff is not maintainable.
13. Perused the averments of the plaint and cause title it shows that, initially suit is filed by the Tenova India Private Limited by the mentioned Erstwhile m/s Delkor Technik Pvt Limited, represented by Mr. Arun Soni.
14. Verification of the plaint, verifying affidavit also signed by the Mr. Arun Soni and he has put the signature on the plaint and verifying affidavit.
33Com.O.S.No.5191/2017
15. The said aurhorised signatory Mr. Arun Soni is examined as PW.1. The plaintiff has produced Ex.P.1 letter of authorization. During cross examination he has admitted that Without authorization letter he is giving an evidence. The plaintiff has produced Ex.P.1 authorization letter. On perusal of the Authorization letter it reflects that
16. The letter of Authoriation given by M/s TENOVA INDIA PRIVATE LIMITED (Erstwhile DELKOR TECHNIK INDIA PRIVATE LIMITED), represented through its Managing Director Mr. Ramesh Mahadevan, S/o Mr.Mahadevan, aged about 59 years hereby appoint and constitute Mr. ARUN SONI, working as Deputy Manager- contracts in their company to act for and on behalf of the company and to do inter alia the acts, deeds and things as mentioned below.
17. The Authorized Representative Mr. Arun Soni herein is hereby authorized to file cases, suits, interim applications, written statement, objections before the court of law (Civil, Criminal, Labour and Tribunals) on behalf of the company and 34 Com.O.S.No.5191/2017 lead evidence, witness and sign the applications and receive any documents on behalf of the company and for all purposes on behalf of the company. This letter is executed on 06.06.2017.
18. Further in Ex.P.1 it does not reflect the board resolution number and date to on which the Managing Director had authorized to represent the plaintiff company.
19. In this regard I wish to relied upon a decision reported in AIR 2000 H.P. Horticultural Produce Marketing and Processing Corporation Ltd., Vs. United Insurance Company Ltd., and another the Hon'ble Himachal Pradesh High Court held that "Assuming Shri.K.K.Gupta was the Managing Director of the plaintiff at the relevant time, the onus was on the plaintiff to show the powers of management held by him either by virtue of an agreement or of a resolution passed by the plaintiff in general meeting or by its Board of Directors or by virtue of its memorandum or article of association. In the absence of evidence showing the authority of Shri.K.K.Gupta to file the suit for and on behalf of the plaintiff, it is held that the suit has not been filed by a 35 Com.O.S.No.5191/2017 duly authorised person. The issue is decided against the plaintiff."
A reading of the above article leads to an inference that it is the directors who should jointly authorise to decide to institute or institute a suit. Concedingly, the directors have passed no resolution deciding to institute a suit binding the institution with the result of the suit. The suit having been filed without there being any resolution and as the Corporation can only file a suit if there is a resolution for the same, the suit was not filed by an authorised person under Order 29, Rule 1 of the Code of Civil Procedure. The suit as such is not maintainable."
AIR 1965 Calcutta 169 Al-Amin Seatrans Ltd., Vs. Owners and Party interested in Vessel M.V-'Loyal Bird' : the Hon'ble Calcutta High Court held that " It is well settled that under Section 291 of the Companies Act except where express provision is made that the powers of a company in respect of a particular matter are to be exercised by the company in general meeting in all other cases the Board of Directors are entitled to exercise all its powers. Individual directors have such powers only as are vested in them by the Memorandum and Articles. It is true that ordinarily the Court will not unsuit a person on account, of technicalities. However, the question of 36 Com.O.S.No.5191/2017 authority to institute a suit on behalf of a company is not a technical matter. It has far-reaching effects. It often affects policy and finances of the company. Thus, unless a power to institute a suit is specifically conferred on a particular director, he has no authority to institute a suit on behalf of the company. Needless to say that, such a power can be conferred by the Board of Directors only by passing a resolution in that regard."
In the instant case, there is no resolution of the Board of Directors to give any specific rights to the Arun Soni who is Deputy Manager of the company to institute the suit. There was no specific authority granted to the Managing Director either to institute any suit or to appoint any Constituted Attorney of the plaintiff company. In my opinion, the Arun Soni did not have any power or authority in the facts and circumstances of this case to institute any suit on behalf of the plaintiff or to appoint any Constituted Attorney of the Company without prior approval of the Board of Directors."
Therefore, I hold that the suit has been instituted at the instance of the Arun Soni who is Deputy manager of the Plaintiff company and without any specific power or authority in him to institute the suit and the Managing Director who has given authority to Arun Soni had no power either to institute the suit by himself or through his agent or to appoint any Constituted Attorney for the said purpose. The suit has been instituted without due and proper authority 37 Com.O.S.No.5191/2017 and the suit, is therefore, liable to be dismissed on that ground."
20. As per the decision in Nibro Ltd. Vs. National Insurance Co. Ltd. AIR 1991 Delhi 25 and K.N.Sankaranarayanan Vs. Shree Consultations and Services Pvt. Ltd the suit is not maintainable for want of a valid resolution by the board of directors authorising the Managing Director, instituted the suit by hims self or thorough its agent Arun Soni and in the absence of such a resolution, the suit is not maintainable.
21. From the above decision, we are led to the conclusion that in the absence of a resolution by filing the suit for recovery of money by Arun Soni who is working as Deputy Manager not a director of the plaintiff company is not maintainable. Hence, it is an irregularity going to the root of the matter. It is not an internal management of the company. The filing of the suit is an initial infirmity with regard to the maintainability of the suit which is incurable.
22. It is to be noted that under Order 29, CPC, the Corporation includes any Company registered under the 38 Com.O.S.No.5191/2017 Companies Act, 1956. The suit for recovery of money filed by the plaintiff-Company, it should be filed by the person authorised by the Board of Directors of the plaintiff-Company, who shall verify and institute the suit. The suit should have been filed by the competent person. To institute a suit on behalf of the plaintiff-Company, it can only be filed by the Directors, specifically empowered by the Board of Directors to file the suit. Further, the PW.1 has not produced any specific board resolution shows that the Managing Director, Ramesh Mahadevan is authorized to represent the company and institute the suit. As above discussed, in this regard the specific resolution of board of directors is required. But, in this case the Plaintiff has not produced the board of resolution to shows that Managing director is authorized to represent the company and institute the suit. Even the Director is not competent to file the suit on behalf of the Company, unless the specific power is conferred on them. The Power of Attorney should have been issued to the Deputy Manager, Arun Soni to file the suit on behalf of the Company on the basis of the Resolution passed by the Board of Directors in their meeting held in that regard. The suit is only then held to be validly instituted by the competent 39 Com.O.S.No.5191/2017 person who has been authorized by the Company and when once the Resolution is passed, authorizing the Managing Director by giving Power of Attorney in favour of the Director of the Company or Deputy Manager and then no further Resolution in that regard is necessary. The Company can always authorize some person to sign on behalf of the Company and if the Company does not chose to do so, it can act in accordance with Order 29 Rule 1 CPC and it can rely on the Order 29 CPC, as in fact, a constituting agent to sign if necessity of giving an express authority. In that way, Order 29 CPC is read only merely as a permissive and not mandatory. In some cases, if the suit is filed by the Company, even the Secretary is competent person to sign and verify the pleadings. As per the Memorandum/Articles of Association of the Company, if the Directors who were jointly authorized to decide to institute the suit, and when the Directors have passed no Resolution deciding to initiate the suit, binding the institution with the result of the suit, and the suit having been filed without there being any Resolution and as the Corporation/Company could only file the suit, if there is any Resolution for the same, the suit is not maintainable.
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23. Furthermore in this case, the PW.1 has categorically stated that, his affidavit evidence prepared on the instruction of Managing Director and Vice president sales. So, it is clear that on the instruction of PW.1 affidavit evidence of PW.1 has not prepared so it cannot be treated as a valid evidence.
24. In view of the absence of authority to file the suit and lead the evidence, to recording on the findings on issues are not necessary. However as per Order XX Rule 5 mandates that, the court has to record findings on all issues.
25. In this regard I, relied upon a decision of Hon'ble High court of Karnataka in Mallappa Ramappa Naik vs Ittappa Kamappa Banti @ Heggani wherien Hon'ble High court held that :
After the remand, Trial Court raised one more issue viz., Additional Issue No.5. Heard parties only on Additional Issue No. 4 and 5, and passed the judgment on 30.08.2000. In the said judgment, learned Trial Court has only answered additional issue Nos.4 and 5 alone. Other issues were which were already there on 41 Com.O.S.No.5191/2017 record are not answered.
13. Order XX Rule 5 CPC contemplates a mandatory duty on Trial Court to answer all issues framed in a suit. Non answering of all issues results in vitiating the entire judgment subject to exception carved out in Order XIV Rule 2 CPC.
On careful perusal of the above statutory provisions of Order XIV Rule 2 and Order XX Rule 5 CPC Trial Court after remand order in R.A.40/92 was duty bound answer all issues raised in the suit while passing the judgment dated 30/7/2005. Non-recording of the findings on the remaining issues by the Trial Court, is totally erroneous and cannot be countenanced in the eye of law and can be safely termed as perverse.
Further, on applying legal principles enunciated in Rami Reddy Supra to the case on hand, non recording of finding on remaining issues by Trial Court other than additional Issue Nos.4 and 5, the judgment cannot be termed as a judgment in the eye of law and it is incomplete judgment.
In view of the above decision, I would like to consider the issues 1 to 3 and 5.
42Com.O.S.No.5191/2017
26. In this case the burden is costed upon the plaintiff to establish that the defendants No.2 and 3 are violated the their undertaking which was made while they were working in the plaintiff company and they are doing business in the name of Defendant No.1 company in clear compete with it by using the resources and confidential information and property rights. In this case there is no dispute that the Defendant No.2 and 3 are the ex-employee of the Plaintiff Company and no doubt the plaintiff had given permission to Defendant No.2 and 3 to access the confidential proprietary information during their employment on account of trust and by virtue of their possession. The plaintiff has produced the Memorandum of Associations of Defendant No.1 it shows that the nature of the business and its objective similar to the plaintiff company and Defendant No.1 is business category is same and that the plaintiff business product. Ofcourse the defendant has admitted that he knows the design of equipment, spare parts under same design. And Defendant NO.1 company deals with manufacturing various mixing equipment which is similar to the business of the Plaintiff company.
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27. The point has to be considered whether the defendants have committed a violation of employment agreement. In this case the plaintiff has produced Ex.P.7 Code of conduct of the plaintiff downloaded form the plaintiff website. On perusal this document it is downloaded from the present Plaintiff I..e, Tennova India Pvt Ltd. website. It is an admitted fact that the defendants are ex-employees of the earlier company i.e., Delkor Technic Pvt Ltd though the Delkor Technic Pvt Ltd company merged with Plaintiff company, the plaintiff has to establish defendants have undertaken to follow code of conduct plaintiff Company I..e, Delkor Technic Pvt Ltd. But plaintiff has not produced any document to shows that the code of conduct of the Delkor Technic Pvt Ltd while the defendants were working in the Delkor Technic Pvt Ltd Company. During cross- examination Pw.1 has clearly stated that " This version of the Code of conduct is effective as from September 5, 2019, and as from that date, fully replaces the previous version. Tenova Legal and Corporate Affairs and Compliance may postpone or suspend its effectiveness in those jurisdictions where the adoption and enforcement of this revised code requires 44 Com.O.S.No.5191/2017 approval by a competent Governmental authority". It is clear that, the Ex.P.7 code of conduct is applicable from 05.09.2019 so this document is no relevance to the present case.
28. Further, it is also not clear that delkor India Pvt Ltd taken over the plaintiff whether the renewal of appointment and employees if Delkor was made by the plaintiff or not. The plaintiff is failed to show the documentary evidence to shows that everything including the employees of the Delkor was taken over by the plaintiff.
29. It is an undisputed fact that the Defendant No.2 and 3 is resign from Delkor company in the year 2012. The burden is costed upon the plaintiff to prove that the non compete clause or confidentiality agreement would restrict their ability to start a new business are applicable even at post employment stage. The defendant has contended that they have not signed any agreement with delkor company that is present plaintiff pertaining to post employment non compete clause or confidence agreement would restrict their ability to start a new business.
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30. Defendant has produced Ex.D.2 and 3, on perusal of Ex.D.2 shows that the Defendant NO.2 in his exit interview questionnaire mentioned that "I am going to start my own small business unit" and Ex.D.4 shows Defendant NO.3 wrote in his exit interview questionnaire that he was resign the company for better future and career. But at that time the plaintiff has not issued any notice against defendant NO.2 and
3. Further more they have issued relieving letter as per Ex.D.1 and 3. On the matter of record, I do not find any document to shows that, Defendant No.2 and 3 entered into Employment Agreement with Plaintiff.
31. In the absence of Employment Agreement regarding post employment non-compete clause, plaintiff is failed to prove that the defendants are violated the terms and conditions of employment agreement. Further, the admittedly the defendant No.2 and his wife have commenced the defendant No.1 company in the year 2012 itself, till 5 years the plaintiff company have not given any notice to the Defendant No.2 and
3. After 5 years the plaintiff company filed this suit.
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32. Of course the plaintiff produced salary slip Ex.P.1 and 16 but the salary slips no way helpful the plaintiff case. Since the defendant were not disputed that they were ex-employees of the Plaintiff company. So, Ex.P.15 and 16 no way helpful to the prove hat the defendant NO.2 and 3 are the violated the terms and conditions of the employment agreement.
33. During cross-examination, PW.1 has clearly stated that, they have not produced list of patent equipment's. But list of proprietary equipment of the plaintiff is furnished in Ex.P.3. Ex.P.3 is official broacher of the plaintiff company which is using it. So, it is clear that plaintiff has not produced any documents to shows that it has patent rights over the equipment's which is manufactured by the Defendant No.1 company.
34. The Plaintiff has claimed the damages of Rs.220.97 lakhs on account of loss of good will and reputation and loss incurred due to use of proprietary information and client base of the plaintiff and also claimed damage of loss of revenue of 47 Com.O.S.No.5191/2017 Rs.240lakhs as a loss of business caused due to the active solicitation of the clients of the plaintiff company along with interest on the said sum for the date of the suit the date of payment @18% p.a.
35. In the present case, except the Ex.P.7 the plaintiff has not produced documents to shows that the defendant No.2 and 3 entered into contract which provides the non-compete clause even at post contract period. Further in this case, the Defendant has clearly stated that, even before joining the plaintiff company in his earlier employment he was engaged in same work and he knows the technical aspect to product since he was Senior Sales Engineer.
36. Post-termination non-compete clauses have generally not been held to be enforceable in India based on the rationale that the right to livelihood of an employee must prevail over interests of an employer. For instance, the Bombay High Court in VFS Global Services private Limited v. Mr. Suprit Roy laid down that "to obstruct an employee who has left service from obtaining gainful employment elsewhere is not fair or proper."
48Com.O.S.No.5191/2017 Reasonableness of such a clause is generally not relevant and could be unenforceable even if restricted by factors such as geography, duration, etc. Further, the Delhi High Court in Wipro Limited v. Beckman Coulter International held that:
Negative covenants between employer and employee contracts pertaining to the period post termination and restricting an employee's right to seek employment and / or to do business in the same field as the employer would be in restraint of trade and, therefore, a stipulation to this effect in the contract would be void. In other words, no employee can be confronted with the situation where he has to either work for the present employer or be forced to idleness.
Ambiance India Pvt. Ltd. vs Shri Naveen Jain, wherein Delhi High court held that :
The law is well-settled that all contracts in restraint of trade are void and hit by Section 27 of the Contract Act. A Judgment of this Court in Krishan Muragai v. Superintendence Co. of India, succinctly deals with the law on this point. An employee, particularly, after the cessation of his relationship with his employer is free to pursue his own business or seek employment with someone else. However, during the subsistence of his employment, the employee may be compelled not to get engaged in any other work or not to divulge the business ' trade secrets of his employer to others and, especially, the competitors. In such a case, a restraint 49 Com.O.S.No.5191/2017 order may be passed against an employee because Section 27 of the Indian Contract Act does not get attracted to such situation. It is also to be added that a trade secret is some protected and confidential information which the employee has Page 2694 acquired in the course of his employment and which should not reach others in the interest of the employer. However, routine day-to-day affairs of employer which are in the knowledge of many and are commonly known to others cannot be called trade secrets. A trade secret can be a formulae, technical know-how or a peculiar mode or method of business adopted by an employer which is unknown to others.
After considering the pleadings of the parties and particularly Clauses (6), (7) and (8) of the Agreement dated 30th August, 2003, this Court is of prima facie view that the Agreement between the parties prohibiting the defendant for two years from taking employment with any present, past or prospective customer of the plaintiff is void and hit by Section 27 of the Indian Contract Act. This stipulation was prima facie against public policy of India and an arm-twisting tactic adopted by an employer against a young man who was looking for a job. The contract between the plaintiff and M/s. Indigo Orient Limited has already come to an end and as such no prima facie case remains in favor of the plaintiff to restrain the defendant from remaining in the employment of the said Company. The employment contract between the plaintiff and defendant was determinable in nature and as such the defendant was 50 Com.O.S.No.5191/2017 entitled to determine the same and seek another employment. Everybody has a right to strive for progress in career. The restrictions imposed upon the defendant in the Agreement, therefore, were void and unconscionable.
37. In the present case, as above discussed the plaintiff had failed to produce the employment contract to shows that, there is a restriction on employees right to establish the company or to seek employment in the same field as the employer. Furthermore, it is settled principal of law that, all contract restraint of trade are void and hit by Section 27 of the Contract Act. Under such being the case, the plaintiff company cannot restrict the right of the defendants. Furthermore, it is an admitted fact that earlier also Defendant NO.2 and 3 were same nature of employment.
38. In the present case, the plaintiff has failed to produce the balance sheet shows that, the plaintiff company has sustained a loss due to the use of proprietary information and active solicitation of the clients of the plaintiff company. Except the bare statement of the plaintiff, there is no document before 51 Com.O.S.No.5191/2017 this court shows that the plaintiff company has sustained a loss of revenue. Under these circumstances the plaintiff is not entitled to claim any damages of any kind.
39. Furthermore, as above discussed Mr.Arun Soni is not authorized person to file the suit and depose on behalf of the plaintiff company. Under these circumstances evidence of PW- 1 has no way helpful to prove the case of the plaintiff. So, by considering all the facts and circumstances it is crystal clear that, the plaintiff company utterly failed to prove the Issue No.1, 2, 3 and 5. Hence, I answer these issues in 'Negative'.
40. Issue No.4 : The defendant has taken a contention that, the suit of the plaintiff is barred by limitation. The defendant has contention that, the alleged cause of action arose more than 5 years ago when defendant No.2 and 3 resigned in early 2012 from the company called Delkor India Private Limited and that time present plaintiff company was not in existence. The plaintiff has approached this court after an unreasonable delay, and therefore, the suit deserves to be 52 Com.O.S.No.5191/2017 dismissed on this ground.
41. In this regard the Defendant has relied upon a decision reported in (2011) 9 SCC 126, Khatri Hotels Pvt. Ltd vs. Union of India where in Hon'ble Supreme court held that: if the plaintiff does not act within the prescribed period, the suit is liable to be dismissed on the ground of limitation.
42. The learned counsel for the plaintiff argued that, the suit is not barred by law of limitation as the suit has been filed by the plaintiff within the limitation period prescribed under the law. The Defendant No.2 resigned from the plaintiff company on 20.03.2012 and incorporated defendant No.1 company within a span of 3 months I..e, on 07.06.2012. After incorporation of the Defendant No.1 company, the plaintiff company saw a dip in the sales. The plaintiff faced dip in sales. The Plaintiff faced dip in sales and found out that the clients of the plaintiff's were being diverted to the Defendant No.1 company. An investigation was carried out by the plaintiff company and it came to the knowledge of the plaintiff company that defendant NO.1 company was incorporated by Defendant 53 Com.O.S.No.5191/2017 No.2 within few months of his resignation. During cross examination he has admitted that since 2012 defendant No.1 company is dealing with Uranium Corporation, JSW, who are customers/clients of the plaintiff company. The statement clearly indicates that the cause of action is a continuous one and further admitted that they have supplied materials for the Uranium Corporation of India, which has been a customer/client of the plaintiff for a long time.
43. On perusal of the plaint averment and evidence before this court we cannot found the exact date when the plaintiff investigated and came to know regarding infringement their rights over the data materials and their intellectual property. Except the bare statement the plaintiff, no evidence to shows that the exact date when they he came to know regarding the infringement of their right by the defendant. Admittedly, the Defendant No.2 and his wife established the Defendant No.1 company immediately after relieving the job from the plaintiff company in the year 2012 itself. It is an admitted fact that from year 2012 till this date the defendants are engaged in their business and dealing with the agitators and other 54 Com.O.S.No.5191/2017 equipments.
44. The plaintiff counsel stated in written argument that During the course of cross examination DW.1 has admitted that since 2012 defendant No.1 company is dealing with Uranium Corporation, JSW, who are customers/clients of the plaintiff company. The statement clearly indicates that the cause of action is a continuous one
45. Mere dealing by defendant with the Uranium Corporation, JSW, who are customers/clients of the plaintiff company it does not mean that it gives continuous cause of action. Since the plaintiff has to prove that the defendant No. 1 to 3 are misused the plaintiff confidential and proprietary information. As above disused the plaintiff has not discloses in the plaint averment regarding the date of knowledge of infringement of right by the defendant. So, under these circumstances, it is clearly shows that the suit of the plaintiff is barred by limitation. Hence, I answer this issue in the Negative.
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46. Issue No.6 : -Therefore, I proceed to pass the following Order.
ORDER The Suit of the Plaintiff is hereby dismissed with cost.
The Office is directed to send copy of this Judgment to Plaintiff and Defendants to their email ID as required under Order XX Rule 1 of the Civil Procedure Code as amended under Section 16 of the Commercial Courts Act.
(Dictated to the Stenographer, typed by him directly on computer, verified and then pronounced by me in open Court on this the 27th Day of February 2025).
(SUMANGALA S BASAVANNOUR), LXXXII Addl.City Civil & Sessions Judge, Bengaluru.
56Com.O.S.No.5191/2017 ANNEXURE LIST OF WITNESSES EXAMINED ON BEHALF OF THE PLAINTIFF P.W.1 Arun Soni LIST OF DOCUMENTS EXHIBITED ON BEHALF OF THE PLAINTIFF Ex.P.1 Letter of Authorization.
Ex.P.2 Printout of Company Master Data of defendant No.1 company downloaded from the website of Register of companies.
Ex.P.3 Tennova Product details 4 Nos.
Ex.P.4 Tennova Company catalog.
Ex.P.5 Tennova Group Catalog.
Ex.P.6 Annual returns filed by the Defendants to
Registrar of companies.
Ex.P.7 Code of conduct of the plaintiff, downloaded from
plaintiff website.
Ex.P.8 Revenue statement of the plaintiff downloaded
from electronically saved by the plaintiff. Ex.P.9 VMIX company Master data, downloaded from ROC portal.
Ex.P.10 VMIX product catalogue, downloaded from defendant website.
57Com.O.S.No.5191/2017 Ex.P.11 Profile of Defendant No.2 downloaded from Electronically saved by the plaintiff.
Ex.P.12 Profile of Defendant No.3 downloaded from Electronically saved by the plaintiff.
Ex.P.13 Memorandum of Association of the defendant downloaded from ROC portal.
Ex.P.14 Articles of Association of the defendant downloaded from ROC portal.
Ex.P.15 Salary slip of Defendant No.2 downloaded from Electronically saved by the plaintiff.
Ex.P.16 Salary slip of Defendant No.3 downloaded from Electronically saved by the plaintiff.
Ex.P.17 Statement relating to electronic records.
LIST OF WITNESSES EXAMINED ON BEHALF OF THE DEFENDANT D.W.1 Vijay Mahajan LIST OF DOCUMENTS EXHIBITED ON BEHALF OF THE DEFENDANT Ex.D.1 Copy of reliving letter/order dated 21.05.2012. Ex.D.2 Interview questionnaires of Defendant No.2.
Ex.D.3 Reliving order dated 19.03.2012.
Ex.D.4 Exit interview questionnaires.
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Com.O.S.No.5191/2017
Ex.D.5 Certified true copy of Board resolution.
Ex.D.6 Tie up agreement.
Ex.D.7 Technological tie up dated 22.03.2018.
Ex.D.8 License agreement dated 20.04.2018.
Ex.D.9 Profile of Micro Nics.
Ex.D.10 Revenue turn over statement of plaintiff company from 2011 to 2017.
Ex.D.11 E-mail communications from 12.06.2012 to 12.02.2020.
Ex.D.12 Online copy of enquiry for supply of spare parts from Uranium Corporation of India Ltd.
Ex.D.13 Downloaded copy of Tax computation for financial year 2011-12 of defendant No.3.
Ex.D.14 Downloaded copy of pay slip of defendant No.3 for month of May 2012.
Ex.D.15 Online copy of tender enquiry along with design. Ex.D.16 Online copy of silent features of invitation to tender. Ex.D.17 Certificate U/s 65 b of Indian Evidence Act.
(SUMANGALA S BASAVANNOUR), LXXXII Addl.City Civil & Sessions Judge, Bengaluru.