Tejasva Kalra vs Dacurio Studio Private Limited & Ors.

Court
Delhi High Court

$~36
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Decision:08.10.2026
# CNR No. DLHC010485452026
+ CS(COMM) 1101/2026, I.A. 27937/2026, I.A. 27938/2026, I.A.
27940/2026, I.A. 27941/2026

TEJASVA KALRA .....Plaintiff
Through: Mr. Shinoj Koshy, Ms. Priya Goyal,
Mr. Akhil Anand, Mr. Harshit
Chauhan, Advocates

versus

DACURIO STUDIO PRIVATE LIMITED & ORS. .....Defendants
Through: Nemo.

CORAM:
HON’BLE DR. JUSTICE SWARANA KANTA SHARMA
JUDGMENT
DR. SWARANA KANTA SHARMA, J. ( Oral )
I.A. 27939/2026 (under Section 151 CPC seeking exemption from pre-
institution mediation under Section 12A of the Commercial Courts Act,
2015)
1. By way of the present application filed under Section 151 of the Code
of Civil Procedure, 1908 [hereafter ‗ CPC ‘], the plaintiff seeks exemption
from instituting pre-institution mediation under Section 12A of the
Commercial Courts Act, 2015 [hereafter ‗ CC Act ‘], on the ground that the
plaintiff seeks urgent interim relief against the defendants, since the
defendants ―may alienate or devalue the shares of the Defendant No.1‖ and
CS(COMM) 1101/2026 Page 1 of 11

Signature Not Verified
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the suit may, thereby, be rendered infructuous.
2. At the outset of the hearing, this Court had indicated to the learned
counsel for the plaintiff that the present application would be taken up first,
since the question as to whether the present suit could have been instituted
without exhausting the remedy of pre-institution mediation would depend
upon its outcome.
3. Briefly stated, the facts of the case, as discernible from the plaint, are
that the plaintiff claims to be a founding member and the prototyping and
production head of the brand ‗NOTICE‘/‗WEARE.NOTICE‘, the business
of which is carried on through defendant no. 1, i.e., Dacurio Studio Private
Limited, a company incorporated on 12.01.2024. Defendant nos. 2 and 3,
who are son and mother, hold the entire share capital of defendant no. 1, i.e.,
50% each. It is the case of the plaintiff that he worked for the venture from
October 2023 to October 2025 without any salary or remuneration, and was
promised equity in lieu thereof. By email dated 26.11.2024, defendant no. 2
informed the plaintiff that he would be granted 10% equity, backdated to
October 2023, with a 4-year vesting schedule calculated monthly, and
further that if things did not work out and the parties parted ways, the vested
equity from October 2023 up to the collaboration period would remain his.
The plaintiff parted ways with the defendants on 05.10.2025, and claims that
5% equity (i.e., 10% × 24/48 months) stood vested in his favour.
4. As per the plaint, after the plaintiff parted ways, discussions took
place between the parties regarding his exit, including a meeting on
10.12.2025 and communications till February 2026, and on 27.02.2026,
defendant no. 2 allegedly offered ₹4,00,000/- to the plaintiff for his
CS(COMM) 1101/2026 Page 2 of 11

Signature Not Verified
Digitally Signed
By:ZEENAT PRAVEEN
Signing Date:04.11.2026
18:12:55

complete exit. The plaintiff thereafter issued a legal notice dated 02.05.2026,
which was replied to by the defendants on 26.05.2026, categorically denying
the existence of any concluded contract and any entitlement of the plaintiff
to equity in defendant no. 1. A without-prejudice meeting proposed by the
plaintiff‘s counsel vide letter dated 06.06.2026 did not yield any result, and
the present suit came to be filed on 30.09.2026.
5. By way of the present suit, the plaintiff seeks, inter alia , a declaration
that a concluded contract dated 26.11.2024–28.11.2024 subsists and that he
is entitled to 5% vested equity in defendant no. 1; specific performance by
way of allotment/transfer of shares constituting 5% of the paid-up share
capital of defendant no. 1, or, in the alternative, damages in lieu of specific
performance, provisionally quantified at ₹80,00,000/-; compensation on the
basis of quantum meruit , quantified at ₹72,00,000/-; damages of
₹10,00,000/-; a permanent injunction against dilution of his entitlement; and
interest. Along with the suit, the plaintiff has also filed applications seeking
ad-interim injunction (I.A. 27937/2026), discovery and production of
documents (I.A. 27938/2026), leave to file additional documents (I.A.
27940/2026) and permission to file a lengthy synopsis and list of dates (I.A.
27941/2026).
6. The learned counsel appearing for the plaintiff argues that the plaintiff
worked for defendant no. 1 for two years without receiving a single penny
for his services, and that this fact is not disputed by any of the parties. It is
argued that defendant nos. 2 and 3 together hold 100% of the share capital of
defendant no. 1 and do not require the permission of anyone to dilute their
shareholding; that the defendants are in the process of raising money
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Signature Not Verified
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By:ZEENAT PRAVEEN
Signing Date:04.11.2026
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through equity; and that once shares are allotted to an investor, third-party
rights would be created and the decree for 5% equity, if passed in favour of
the plaintiff, would be incapable of execution, and the suit would be
rendered infructuous. It is, thus, contended that the suit contemplates urgent
interim relief.
7. On a specific query put by this Court as to the urgency, since the legal
notice had been issued by the plaintiff in May 2026 whereas the suit has
been filed only now, the learned counsel submits that after the issuance of
the legal notice, the parties were engaged in discussions for an amicable
settlement, which could not materialise, and that the plaintiff has recently
come to know through other members of the company that the defendants
are in an advanced process of raising equity.
8. On a further query as to whether any document has been placed on
record to show the same, the learned counsel submits that the plaintiff was
removed from the WhatsApp groups of the company, despite an assurance
to the contrary, and his access to the company email was also withdrawn;
and that it is for this reason that the plaintiff has also filed an application
seeking discovery of documents; and that defendant no. 1, being a private
company, such information would not be available to the plaintiff otherwise.
The attention of this Court was drawn to the investor documentation sheet
filed along with the plaint, to contend that the process of investment had
begun even when the plaintiff was associated with the company. The learned
counsel, however, fairly submits that the plaintiff does not have any
document at this stage to show that any such transaction is presently
underway, and states that the said information would have to come from the
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defendants.
9. The learned counsel for the plaintiff has also placed reliance on the
decision of a Division Bench of this Court in Dr. Hans U. Nagar v. John
Nagar & Anr. : CONT.CAS(C) 1723/2024 , decided on 04.11.2024, in
support of the contention that once third-party rights are created in the
subject matter of the dispute during the pendency of proceedings, the
aggrieved party is left to pursue remedies which are difficult to establish,
and that, therefore, protection ought to be granted to the plaintiff at the
threshold itself.
10. It is, therefore, prayed that the plaintiff may not be relegated to pre-
institution mediation, and that summons and notice may be issued to the
defendants so that they can make a statement as to whether or not they are in
the process of raising funds.
11. This Court has heard arguments addressed on behalf of the plaintiff
and has perused the material available on record.
12. Section 12A(1) of the CC Act reads as under:
― 12A. Pre-Institution Mediation and Settlement. —(1) A suit,
which does not contemplate any urgent interim relief under this
Act, shall not be instituted unless the plaintiff exhausts the
remedy of pre-institution mediation in accordance with such
manner and procedure as may be prescribed by rules made by
the Central Government.‖

13. The Hon‘ble Supreme Court in Patil Automation Private Limited v.
Rakheja Engineers Private Limited: (2022) 10 SCC 1 has held that Section
12A of the CC Act is mandatory, and that the exception carved out therein is
confined to a suit which contemplates urgent interim relief.
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Signature Not Verified
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14. In Yamini Manohar v. T.K.D. Keerthi: (2024) 5 SCC 815 , the
Hon‘ble Supreme Court has explained that, while deciding whether a suit
contemplates urgent interim relief, the commercial court should examine
―the nature and the subject matter of the suit, the cause of action, and the
prayer for interim relief‖. It was also held that the prayer for urgent interim
relief ―should not be a disguise or mask to wriggle out of‖ and get over
Section 12A of the CC Act; that the facts and circumstances of the case have
to be considered holistically from the standpoint of the plaintiff; and that
―the plaint, documents and facts should show and indicate the need for an
urgent interim relief‖.
15. Recently, in Dhanbad Fuels Private Limited v. Union of India: 2025
INSC 696 , the Hon‘ble Supreme Court has reiterated that the urgent interim
relief ―must not be merely an unfounded excuse by the plaintiff‖ to bypass
Section 12A, and, referring to Yamini Manohar ( supra ), that ―camouflage
and guise to bypass the statutory mandate of pre-litigation mediation should
be checked‖. Further, in Novenco Building and Industry A/S v. Xero
Energy Engineering Solutions Private Ltd.: 2025 INSC 1256 , while
observing that the Court, at this stage, is not concerned with the merits of the
urgent relief, the Hon‘ble Supreme Court has held that ―a wholesome
reading of the plaint and the material annexed to the plaint ought to disclose
the need for urgent relief‖, and that a pro forma or anticipatory prayer for
urgent relief used as a device to skip mediation will be ignored.
16. The principal issue which, therefore, arises for consideration is
whether, on a holistic reading of the plaint, the documents filed therewith
and the facts of the case, viewed from the standpoint of the plaintiff, the
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Signing Date:04.11.2026
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present suit contemplates any urgent interim relief, so as to exempt the
plaintiff from the mandatory requirement of pre-institution mediation.
17. In the considered opinion of this Court, it does not, for the following
reasons.
18. Firstly , the nature and subject matter of the present suit is, essentially,
a claim by the plaintiff to an entitlement to equity in defendant no. 1 and to
its valuation. The plaintiff has himself quantified the value of the equity
claimed by him at ₹80,00,000/-, and has sought damages in lieu of specific
performance, along with other monetary claims, in the alternative. Prior to
the institution of the suit, the plaintiff had also offered the defendants the
option of a ―fair cash exit‖ in lieu of equity ( vide email dated 26.11.2025),
and had expressed his willingness to sell his claimed equity at a stated
valuation ( vide email dated 19.01.2026). The defendants, in their reply dated
26.05.2026, had also stated that they remained open to commercially
reasonable discussions. Further, the plaintiff‘s counsel had proposed a
without-prejudice meeting on 06.06.2026; and, as submitted before this
Court, the parties were engaged in discussions for an amicable settlement
even after the issuance of the legal notice. In this Court‘s opinion, the
dispute, therefore, is precisely of the nature which the CC Act indents to be
first attempted to be resolved through pre-institution mediation.
19. Secondly , according to the plaintiff himself, he parted ways with the
defendants on 05.10.2025; his removal from the WhatsApp group(s) of the
company began in January 2026; the alleged offer of ₹4,00,000/- was made
on 27.02.2026; and the defendants categorically denied his entitlement vide
reply dated 26.05.2026. Despite this, the present suit was filed only on
CS(COMM) 1101/2026 Page 7 of 11

Signature Not Verified
Digitally Signed
By:ZEENAT PRAVEEN
Signing Date:04.11.2026
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30.09.2026, i.e., more than four months after the categorical denial by the
defendants. This Court is conscious that mere delay, by itself, may not
always negate urgency. However, in the present case, the delay has to be
seen along with the fact that there is nothing on record to show any
threatened or imminent act on the part of the defendants, as discussed
hereinafter.
20. Thirdly , the plea of urgency, as set out in the plaint and the
applications, is only a general apprehension that the defendants ―may
alienate or devalue the shares of the Defendant No.1‖, or ―may, pending the
suit, take steps to alter the shareholding‖ of defendant no. 1. There is no
averment, either in the plaint or in any of the applications, that the
defendants are presently raising funds, or have taken any step towards
allotment or transfer of the shares of defendant no. 1. The submission that
the defendants are in an advanced process of raising equity has been made
orally for the first time during the course of arguments, on the basis of
information stated to have been received from other members of the
company, and the learned counsel has fairly conceded that there is no
document on record in support thereof. The investor documentation sheet
relied upon by the plaintiff relates to the cap table ―Till July 2025‖ and an
―agreed Upon Cap Table (Effective August 2025)‖, i.e., to a period more
than a year prior to the institution of the suit, and does not indicate any
present or imminent allotment of shares to any investor. Rather, the master
data of defendant no. 1, generated on 25.09.2026 and placed on record by
the plaintiff himself, reflects the authorised as well as the paid-up share
capital of defendant no. 1 as ₹1,00,000/-, and does not indicate any change
CS(COMM) 1101/2026 Page 8 of 11

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in the capital structure of defendant no. 1.
21. Fourthly , the removal of the plaintiff from the WhatsApp groups of
the company, which, as per the plaint, began in January 2026, and the
withdrawal of his access to the company email, do not by themselves
disclose any urgency. The inability of the plaintiff to access the records of
defendant no. 1 does not dispense with the requirement that the plaint and
the documents annexed thereto must disclose the need for urgent interim
relief. The request of the plaintiff that notice be issued to the defendants, so
that they can make a statement as to whether they are raising funds, also
cannot be accepted, since the very purpose of Section 12A of the CC Act
would stand defeated if a suit which, on its own showing, does not
contemplate urgent interim relief is entertained, and notice is issued only to
enable the plaintiff to ascertain whether an occasion for seeking urgent relief
exists. If a general apprehension that the shareholders of a private company
may, at some point of time, allot or transfer its shares were to be accepted as
sufficient, every suit concerning the shares of a company would stand
exempted from pre-institution mediation, which would defeat the legislative
mandate.
22. As regards the decision in Dr. Hans U. Nagar ( supra ) relied upon on
behalf of the plaintiff, this Court notes that the same was rendered in a
contempt petition, wherein the petitioner had alleged that the respondents
had sold the entire Farm No. 8, including two servant quarters/rooms in
respect of which orders of status quo had been passed, in wilful
disobedience of the said orders. The Division Bench, after noting that the
orders of status quo were confined only to the two servant quarters/rooms,
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declined to initiate contempt proceedings, and observed as under:
―10. Further from a perusal of the sale deed dated 10th August,
2023 executed between John Nagar and M/s Seraglio Property
Mart LLP, there appears to be nothing to substantiate the
contention of the Appellant that the Respondents have
deliberately sold off those two servant quarters/rooms against
which status quo order has been passed.
xxx xxx xxx
12. It is trite law that the power of punishment for contempt
must be used sparingly. Moreover, willful disobedience of the
orders must be shown to make a case for contempt. In the
present case, an attempt has been made to establish contempt by
only relying on conjectures and surmises.
13. Therefore, no case for contempt is made out by the
Petitioner. Accordingly, the present contempt petition along
with the application is dismissed.‖
23. A perusal of the aforesaid decision reveals that it neither deals with
Section 12A of the CC Act nor with the question as to what would constitute
urgent interim relief so as to exempt a plaintiff from the requirement of pre-
institution mediation. The said decision, which turned on the scope of the
earlier orders of status quo and the requirement of wilful disobedience for a
case of contempt, is, thus, clearly distinguishable on facts as well as in law,
and does not advance the case of the plaintiff.
24. To conclude, the prayer for urgent interim relief in the present case, in
the opinion of this Court, is in the nature of a pro forma and anticipatory
prayer, and the present suit does not contemplate any urgent interim relief
within the meaning of Section 12A(1) of the CC Act. The plaintiff,
therefore, cannot be exempted from the requirement of pre-institution
mediation.
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Signature Not Verified
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Signing Date:04.11.2026
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25. Accordingly, the present application is dismissed.
26. It is clarified that the observations made hereinabove are confined to
the question of exemption from pre-institution mediation under Section 12A
of the CC Act, and shall not be construed as an expression of opinion of this
Court on the merits of the controversy between the parties.
CS(COMM) 1101/2026, I.A. 27937/2026, I.A. 27938/2026, I.A.
27940/2026, I.A. 27941/2026
27. In view of the aforesaid, the present plaint, along with pending
applications, is dismissed for the above reasons.

28. However, in case of failure of pre-institution mediation, the plaintiff
shall be at liberty to institute a fresh suit.
29. The order be uploaded on the website forthwith.


DR. SWARANA KANTA SHARMA, J
OCTOBER 08, 2026/zp
ss
CS(COMM) 1101/2026 Page 11 of 11

Signature Not Verified
Digitally Signed
By:ZEENAT PRAVEEN
Signing Date:04.11.2026
18:12:55