- 1 - HC-KAR NC: 2026:KHC:26297 WP No. 13219 of 2026 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 4TH DAY OF JUNE, 2026 BEFORE THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ WRIT PETITION NO. 13219 OF 2026 (GM-RES) BETWEEN: THOMAS KANNAMANGALATH DEVASIA S/O K.M. DEVASIA AGED ABOUT 56 YEARS RESIDING AT A-3, SAVITHA APARTMENT NARAYANAPPA GARDEN, DINNUR MAIN ROAD R.T. NAGAR, BENGALURU - 560 032. …PETITIONER (BY SRI. NAVEEN KUMAR M.G., ADVOCATE) AND: 1. SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) THROUGH ITS CHAIRMAN SEBI BHAVAN, PLOT NO. C4-A, G BLOCK, BANDRA KURLA COMPLEX MUMBAI - 400 051. 2. MINISTRY OF CORPORATE AFFAIRS THROUGH ITS SECRETARY SHASTRI BHAVAN NEW DELHI - 110 001. 3. REGISTRAR OF COMPANIES, MAHARASHTRA EVEREST BUILDING 100 MARINE DRIVE, MUMBAI - 400 002. Digitally signed by SHWETHA RAGHAVENDRA Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2026:KHC:26297 WP No. 13219 of 2026 4. M/S. CEMINDIA PROJECT LTD., (FORMERLY ITD CEMENTATION INDIA LTD.) A COMPANY INCORPORATED UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 CIN: L61000MH1978PLC020435 REGISTERED OFFICE 9TH FLOOR, TOWER-B, PRIMA BAY SAKI VIHAR ROAD, POWAI MUMBAI - 400 072, REPRESENTED BY ITS MANAGING DIRECTOR. …RESPONDENTS (BY SRI. ARAVIND KAMATH, ASGI FOR SRI. ADITYA SINGH, CGC FOR R1 TO R3; VIDE ORDER DATED 04.06.2026, NOTICE TO R4 IS DISPNESED WITH) THIS W.P. IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA PRAYING TO A) DIRECT, DIRECTING RESPONDENT NO.1 AND RESPONDENT NO.2 TO CONSIDER THE PETITIONERS WHISTLE BLOWER DISCLOSURESIN EMAIL DTD 16.09.2022 ANNX-BD, EMAIL DTD 25.09.2022 ANNX-BE AND EMAIL DTD 11.09.2025 ANNX-CB ON MERITS AND CONDUCT A TIME BOUND INDEPENDENT INVESTIGATION ON THE ISSUES RAISED BY THE PETITIONER IN THE AFORESAID ANNEXURES AND ETC., THIS PETITION, COMING ON FOR PRELIMINARY HEARING, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE SURAJ GOVINDARAJ - 3 - HC-KAR NC: 2026:KHC:26297 WP No. 13219 of 2026 ORAL ORDER 1. Learned Additional Government Advocate accepts notice for respondent Nos.1 to 3. 2. Notice to respondent No.4 is dispensed with, in view of the proposed order to be passed. 3. The petitioner is before this Court seeking for the following reliefs: “a) Issue a writ of Mandamus or any other appropriate writ, order or direction directing Respondent No.1 and Respondent No.2 to consider the petitioner's whistle blower disclosures in Email dated 16.09.2022- Annexure-BD-, Email dated 25.09.2022- Annexure-BE and Email dated 11.09.2025- Annexure-CB on merits and conduct a time bound independent investigation on the issues raised by the Petitioner in the aforesaid Annexures. b) Issue a writ of Mandamus directing for the constitution of an independent enquiry committee (external to respondent No.4) under supervision of SEBI or this Hon'ble Court. c) Direct the Respondent No.1 and Respondent No.2 to investigate the violation of statutory and fiduciary duties committed by Directors, Statutory Auditor, Company Secretary of Respondent No.4, as well as the firm that issued the Certificate in terms of Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations - 4 - HC-KAR NC: 2026:KHC:26297 WP No. 13219 of 2026 and Disclosure Requirements) Regulations, 2015 based on Petitioner Complaints in email dated 16.09.2022-Annexure-BD,email dated 25.09.2022-Annexure-BE, email dated 03.06.2025-Annexure-BX-, email dated 21.07.2025-Annexure-BY, email dated 26.08.2025-Annexure-CA, email dated 11.09.2025 -Annexure-CB, Transcript of 47th AGM held on 07.08.2025-Annexure-CC, Email dated 13.08.2025-Annexure-CD and Email dated 17.03.2025 -Annexure-CM. d) Issue a direction to Ministry of Corporate Affairs to incorporate mechanism to ensure the compliance of Section 177 of Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations as requested in email dated 06.01.2026-Annexure-AJ and email dated 12.01.2026-Annexure-AK e) Declare that the action of Respondent No.4, as reflected in Termination Letter dated 24.02.2025-Annexure-AZ, depriving the Petitioner of his means of livelihood is arbitrary, illegal, and violative of his fundamental rights guaranteed under Article 21 of the Constitution of India, and direct the Respondents to take corrective action in accordance with law, regulations, and policy as stated in Whistle Blower Policy dated 11.02.2020-Annexure-A, email dated 24.02.2025-Annexure-CK and email dated 26.02.2025- Annexure-CL. f) Pass any other order(s) as this Hon'ble Court may deem fit in the interest of justice, equity, and good conscience.” 4. The petitioner claims that he was an employee of respondent No.4 and upon coming to know of certain - 5 - HC-KAR NC: 2026:KHC:26297 WP No. 13219 of 2026 irregularities and illegalities brought the same to the notice of respondent No.1 to take necessary action and as such, claims to be a whistleblower. Subsequent to the said disclosure, the petitioner's services have been terminated by respondent No.4. 5. The reliefs that have been sought for are against respondent No.1, who is situated in Bombay. Respondent No.4 is also a Company which operates from Bombay. Therefore, this Court would not have territorial jurisdiction. 6. That apart, the issue which has been raised is as regards certain allegations made in respect to respondent No.4, which are more in the nature of public interest and not as a private lis. The private lis that the petitioner can only have is as regards termination of the services for which adequate alternate remedies are available. - 6 - HC-KAR NC: 2026:KHC:26297 WP No. 13219 of 2026 7. Reserving liberty to the petitioner to approach the appropriate forums and seek appropriate reliefs at an appropriate time, the petition stands disposed of. Sd/- (SURAJ GOVINDARAJ) JUDGE TMP List No.: 1 Sl No.: 8