Calcutta High Court
Limited vs Sanjay Kumar Dey on 16 March, 2026
Author: Arindam Mukherjee
Bench: Arindam Mukherjee
OD-6 ORDER SHEET
IN THE HIGH COURT AT CALCUTTA
ORDINARY ORIGINAL CIVIL JURISDICTION
IA NO. GA/1/2026
IN
CS/9/2026
VEEDOL CORPORATION LIMITED [FORMERLY TIDE WATER OIL CO. (INDIA)
LIMITED]
VS
SANJAY KUMAR DEY
BEFORE:
The Hon'ble JUSTICE ARINDAM MUKHERJEE
Date: 16th March, 2026
Appearance:
Mr. Ritoban Sarkar, Adv.
Mr. Gaurav Khaitan, Adv.
Mr. Srinjoy Bhattacharya, Adv.
For plaintiff
Mr. Rabindra Kr. Mitra, Adv.
Mr. Diganta Paul, Adv.
For defendant
The Court: This is a suit by a former employer (plaintiff) against a former
employee(defendant). The plaintiff says that the service of the defendant who
was Deputy Manager – Performance & Planning Management was released from
his services by a letter dated July 15, 2024. The said letter is annexed at page
97 of the petition. The following has been clearly stated in the said letter.
“Your Relieving cum Experience certificate will be issued subject to
completion of the F&F process. Important details relevant upon cessation
2of your employment are elaborated in the Annexure.”
The plaintiff says that the Annexure referred to in the said letter is also
annexed along with the said letter at page 98 of the said petition. The plaintiff
says that though the defendant has been released from the services on the
ground that he will not part with the confidential information to which he had
access while in service of the plaintiff company but the defendant has been
continuously doing so.
The plaintiff refers to an electronic mail by the defendant dated 16 th
June, 2025 appearing at page 433 of the application wherein the defendant
had corresponded with the auditor of the plaintiff company and shared certain
information which, according to the plaintiff, is in violation of the negative
covenant contained in the release letter. The plaintiff then refers to an
electronic mail dated 4th January, 2026 at page 501 of the application which is
written to the said company as also the clients and customers of plaintiff
company. The plaintiff says that the defendant was cautioned and requested
not to violate the negative covenant contained in his release letter but did not
refrain from doing so.
Furthermore, in order to circumvent the negative covenant, the
defendant has acquired one equity share in the plaintiff company and is
making the same set of correspondences by camouflaging his identity not as a
former employee but as a shareholder. The defendant, therefore, by his act and
conduct has not only caused serious prejudice to the rights of the plaintiff
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company but also the monetary compensation will not afford adequate relief to
the plaintiff. That apart and in any event if the defendant is not restrained by
an order of injunction at this stage the plaintiff apprehends multiplicity of the
judicial proceedings as any client and customer of the plaintiff company being
influenced by the letters sharing confidential information may be provoked to
take steps against the plaintiff company.
The defendant on the other hand raises a basic defence against the relief
claimed by the plaintiff. The defendant says that the release letter dated 15 th
July, 2024 and the Annexure thereto was neither countersigned nor signed as
a mark of acceptance and returned back to the plaintiff company. The negative
covenant which the plaintiff is seeking to enforce against the defendant is not a
binding contract at all. The defendant, therefore, cannot be hauled up for
having violated any negative covenant. The defendant also says that the letters
which have been placed by the plaintiff in support of its claim for injunction
are written not as a former employee but as a shareholder after considering the
annual report of the company. It, therefore, cannot be said that the defendant
has parted with confidential information to which he was privy at the time of
serving the plaintiff company and thereby has violated the negative covenant, if
any.
After hearing the parties and considering the materials on record, I find
that there is no dispute regarding the release letter dated 15 th July, 2024 as
the defendant had received the same and had subsequently stopped attaining
the plaintiff company no other document has been placed before the Court by
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the defendant to suggest otherwise. The defendant according to his version left
the services of the plaintiff company pursuant to his resignation being accepted
by a letter also dated 15th July, 2024 which is reflected in the release letter
dated 15th July, 2024, according to the defendant the letter of accepting his
resignation is a different letter but the same is clearly reflected in the release
letter dated 15th July, 2024.
So it can be said that the defendant stopped working with the plaintiff
pursuant to his resignation letter which was accepted with the conditions
reflected in the Annexure to the release letter dated 15 th July, 2024.
Although the defendant tries to portray a case that the defendant was
simplicitor released on his resignation letter being accepted without imposition
of any terms, this issue requires further scrutiny as from these documents a
chain of event can be gathered which prima facie established the plaintiff’s
claim that the defendant was released with certain conditions and negates the
defendant’s claim. There can be also a defence available to the defendant,
which the defendant has not raised at this stage that the Annexure to the said
release letter dated 15th July, 2024 was either not annexed or is a different
Annexure from that annexed to the said release letter. All these issues are
triable and requires to be gone into after filing of written statement or at least
after the exchange of affidavits. At this stage, the documents referred to by the
plaintiff in support of his case prima facie demonstrate that the defendant
without any just cause or reason has corresponded with the auditor giving
details of some insurance issue which took place when he was in service with
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the plaintiff company. Neither the auditor nor the plaintiff appears to have
been asked the defendant to give facts or explanation or communicate with the
auditor by the letter dated 16th June, 2025. The defendant may be a
shareholder. Without going into the issue as to how many shares the defendant
hold the right of a shareholder as settled by the Supreme Court in the
judgment reported in AIR 1955 SC 74 (Mrs. Bacha F. Guzdar v.
Commissioner of Income Tax, Bombay) is restricted to participate in the
voting and receive dividend if any announced by the company. The defendant if
was aggrieved with the annual returns published by the plaintiff company, the
defendant ought to have taken up this issue at the AGM. The defendant by
holding one share cannot be also allowed to make comments to the clients of
the plaintiff company about the alleged mis-management of the plaintiff
company.
It is settled position of law that a company is operated through its Board
of Directors who are mostly elected at the AGM by the shareholders. The
defendant as a shareholder and in all probability a minority shareholder
cannot be permitted to spread any rumour in the form of comments on the
basis of the annual report to the clients and customers of the plaintiff
company. If the defendant is allowed to do such things, it will, in any event,
cause detriment to the business of the plaintiff company and may lead to
multiplicity of judicial proceedings, as apprehended by the plaintiff even
though the defendant has claimed to have written the letter as a share-holder
then also it is prima facie an unsustainable act particularly when one is
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reminded that the defendant was a former employee it will compel any man of
ordinary prudence to hold that the same is an attempt to attack the plaintiff by
circumventing the identity of being a former employee of the plaintiff. The
defendant as a shareholder did not restrict himself to write to the plaintiff only
instead wrote to the customers and clients of the plaintiff.
The plaintiff has been able to make out a strong prima facie case to go to
trial. It is indeed that the damage that the plaintiff is likely to suffer at the
hands of the defendant is not only difficult to assess but will not grant
adequate compensation to the plaintiff. The balance of convenience and
inconvenience is in favour of the plaintiff and is against the defendant. In any
event, the defendant contented that he has not parted with any confidential
information of the plaintiff company to which he had access at the time of
serving the plaintiff company.
In the aforesaid facts and circumstances, the defendant is restrained by
an order of injunction from writing any letter, electronic mail or making any
representation either in writing or through any other mode of communication
or in any manner whatsoever against the plaintiff company in the garb of being
whistle blower or eventually causing detriment to the plaintiff.
Let affidavit(s) be exchanged.
Let affidavit in opposition be filed by 10 th April, 2026. Affidavit in reply
thereto, if any, be filed by 30th April, 2026.
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Let this matter appear in the monthly list of May, 2026 under an
appropriate heading.
(ARINDAM MUKHERJEE, J.)
Sb/snn