(Prayer In O.A.No.494 of 2025: Original Application is filed under Order XIV Rule 8 of O.S.Rules r/w Order XXXIX Rules 1 and 2 of C.P.C., to grant an order of interim injunction restraining the 7th and 10th respondents/defendants from engaging in unfair competition and passing off by preventing the unauthorised sale of counterfeit products that mislead customers and exploit the applicant's/plaintiff's proprietary formulations, pending disposal of the above suit.

O.A. No. 495 of 2025: Original Application is filed under Order XIV Rule 8 of O.S.Rules r/w Order XXXIX Rules 1 and 2 of C.P.C., to grant an order of interim injunction restraining the 1 st , 7 th ,10 th and 11 th respondents/defendants including the Directors, Officers, employees, affiliates, associates, distributors, sellers and agents from manufacturing marketing, selling distributing or otherwise dealing in any products derived from applicant's/plaintiff's confidential information and trade secrets, either jointly or severally, pending disposal of the above suit.

O.A. No. 496 of 2025: Original Application is filed under Order XIV Rule 8 of O.S.Rules r/w Order XXXIX Rules 1 and 2 of C.P.C., to grant an order of interim injunction restraining the respondents/defendants, from soliciting/poaching the applicant's/plaintiff's customers and interfering with the applicant's/plaintiff's business relationships, pending disposal of the above suit.

O.A.No.497 of 2025: Original Application is filed under Order XIV Rule 8 of O.S.Rules r/w Order XXXIX Rules 1 and 2 of C.P.C., to grant an order of interim injunction restraining the respondents/defendants from utilizing, exploiting, or otherwise unfairly profiting from the plaintiff's trade secrets, and from disclosing, communicating, or transmitting the same, whether directly or indirectly, among themselves or to any third party by any means whatsoever, pending disposal of the above suit.

A. Nos. 4800, 5164 & 5165 of 2025: Original Application is filed under Order XIV Rule 8 of O.S.Rules r/w Order XXXIX Rule 4 of C.P.C., to vacate the interim order dated 30.04.2025 made in O.A.No.495 of 2025 in C.S.No.106 of 2025.)

Common Order:

1. These applications in O.A.Nos.494 to 497 of 2025 have been filed by the applicant/plaintiff for the following reliefs:

               (a) Pass an order of interim injunction restraining 1, 7, 10th and 11 Respondents/Defendants, including its directors, officers, employees, affiliates, associates, distributors, sellers and agents, from manufacturing, marketing, selling. distributing or otherwise dealing in any products derived from Applicant's/Plaintiff's confidential information and trade secrets, either jointly or severally, pending disposal of the above suit;

               (b) Pass an order of interim injunction restraining the Respondents/Defendants from utilizing, exploiting, or otherwise unfairly profiting from the Plaintiff's Trade Secrets, and from disclosing, communicating, or transmitting the same, whether directly or indirectly, among themselves or to any third party by any means whatsoever, pending disposal of the above suit;

               (c) Pass an order of interim injunction restraining the Respondents/Defendants, from soliciting/poaching the Applicant's/Plaintiff's customers and interfering with the Applicant's/Plaintiff's business relationships, pending disposal of above suit;

               (d) Pass an order of interim injunction restraining the 7th and 10th Respondent/Defendant from engaging in unfair competition and passing off by preventing the unauthorized sale of counterfeit products that mislead customers and exploit the Applicant's/Plaintiff's proprietary formulations, pending disposal of the above suit;

               (e) Direct the 1 Respondent/Defendant to destroy all copies, reproductions, and embodiments of the Plaintiff's Trade Secrets, whether in physical, electronic, or any other form, along with all products and prototypes that have been developed, manufactured, or produced, whether wholly or in part, through the misappropriate use of the Plaintiff's Trade Secrets, pending disposal of the above suit;

               (f) Appoint an Advocate Commissioner to inspect the premises of 1st Defendant and seize any counterfeit products, materials, documents, or equipment used in the manufacture or sale of such products, during pendency of above suit; and

               (g) Direct a forensic examination of the 1st Respondent/Defendant's records, including electronic records of Defendant No.1 to track the unauthorized use of the Applicants/Plaintiff's trade secrets and proprietary formulations, during pendency of above suit;

2. The application in A.No.4800 of 2025 has been filed by the first defendant/first respondent to vacate the interim order dated 30.04.2025 made in O.A.No.495 of 2025 in C.S.No.106 of 2025. A.No.5164 of 2025 has been filed by the respondents 11 to 13 to vacate the interim order dated 30.04.2025 made in O.A.No.495 of 2025 in C.S.No.106 of 2025. A.No.5165 of 2025 has filed by the 14th respondent to vacate the interim order dated 30.04.2025 made in O.A.No.495 of 2025 in C.S.No.106 of 2025.

3. According to the applicant, he has engaged in the business and manufacturing construction related products, chemical products, seamless industrial and commercial resin flooring solutions and waterproofing system, roofing with insulation, glazing solutions, systems for joint and durable sealants, admixtures, passive fire protection products, repair solutions, fibres as well as other specialist construction products and coatings. The applicant, through it Research and Development Team, has created innovative 'Standard Operating Systems' and create unique formulas and systems to compound and mix the various chemicals using proprietary procedures to create the products for industrial customers. The applicant's company is involved in a number of large scale projects and were very successful in their ventures.

               3.1. While so, the former employees of Tremco UK/second and third respondents incorporated a company 'Vebro Polymers Holdings Limited', that is 10th respondent in the year 2019. The said respondents conduct business operations, including its objective, which are similar to that of applicant's affiliated company, that is Tremco UK. On perusal of their business products and operations, it is observed that the main objective of the 10th respondent is to manufacture products that are directly competitive with that of applicant's products. In this regard, Tremco UK initiated litigation proceedings against the 10th respondent before the High Court of Justice, Business and Property Courts of England and Wales, Commercial Court, for theft of data, confidential information and trade secrets and an injunction was issued vide order dated 19.04.2021 as against the 10th respondent and two of their directors and thereafter, the matter has been settled out of Court on 24.03.2023 vide settlement agreement between the parties.

               3.2. The 8 th respondent is a former employee of the applicant. During his tenure, he was designated as a Director since 2010 and Managing Director from 01.08.2020 till 17.07.2023 with annual gross remuneration of Rs.1,04,43,228/-. Thereafter, he resigned from the applicant company on 06.06.2023 and he was relieved on 06.08.2023. Thereafter, the 10th respondent made a public announcement on 25.08.2023 that they along with 8th respondent, are set to commence their business in India. Upon obtaining the ma8ster data of the 7th respondent from the Ministry of Corporate Affairs portal, it was discovered by the applicant that the 7th respondent was incorporated on 12.09.2023 with the 8th respondent serving as one of the Directors. The 8th respondent had sent internal communications to other employees of the applicant directing them to share the chemical formulas, other confidential data regarding the equipment, processes, raw-materials, development and manufacture of more than 50 flooring products solely developed and owned entirely by the applicant, i.e., trade secrets. The 14th respondent shared a zip folder to the respondent’s authorised email ID on 31.03.2023 which contained trade secrets of the applicant. Such chemical formula, other confidential data regarding equipment, processes, rawmaterials, development and manufacturing information of more than 50 flooring projects of the applicant.

               3.3. The 4th and 14th respondents colluded and an email on 03.08.2023 containing the customer list of the applicant was shared. Both 4th and 14th respondents are now employees of the first and 11th respondents, respectively and are assisting in the monetarizing of the misappropriated trade secrets of the applicants. The 10th respondent developed a strategy to misappropriate and capitalize on confidential data and trade secrets of the applicant’s products. Thereafter, a suit in C.S.No.210 of 2023 was filed by the application against the respondents 4, 7, 8 to 14 herein for misappropriation of trade secrets, confidential business data and unfair competition. In that suit, ad interim injunction was granted. In the month of July, 2024, the applicant became aware, through news reports, that the 10th respondent had surreptitiously orchestrated and executed a scheme to collude with another entity, named Thermax Chemical Solutions Limited for the purpose of unlawfully infiltrating the flooring chemical business by blatantly replicating the applicant’s products.

               3.4. The shareholding structure of the first respondent reveals a significant partnership. Specifically, Thermax Chemical Solutions Limited (TCSPL) holds 50.1% of the shares, while 10th respondent holds the remaining 49.9%. This ownership distribution highlights a close collaboration between the two entities, with TCSPL maintaining a slight majority. The former employee of the applicant, the second respondent is now serving as Director of the first respondent. The Sales Manager from the applicant have been employed by the first respondent. Despite the injunction against the 7th respondent, there were a number of products being found around the country and the applicant initiated a formal enquiry into the matter and the 7th respondent directly violated the order passed by this Court. On 18.10.2023, the applicant purchased the material by the nomenclature 'Vebrocrete SL' composition which is identical to Flowfresh SL, a trade marked and protected product of the applicant. The entire composition and nature of production of Vebrocrete SL were in many ways similar to Flowfresh, thus, the applicant sent the same to Japan Polymer Labs, Chennai for a certified Spectrograph-chemical analysis and obtained a report dated 29.11.2024. As per the report, the first respondent in Vebrocrete SL are identical to the applicant's proprietary formulations for Flowfresh SL. Thus, formulations were used by the first respondent through 11th respondent which is a family owned business of 8th respondent and he himself was the Director of the 11th respondent, prior to joining to the applicant company in 2010. The 12th respondent is the brother of 8th respondent and 13th respondent is the brother-in-law of the 8th respondent and both are the Directors of 11th respondent, while the 14th respondent is the present Sales Head of the 11th respondent. The 12, 13 and 14th respondents are either Directors or hold top level management positions, all of whom have been previously exposed to the proprietary information of the applicant either directly or indirectly through the 8th respondent are the manufacturers of the counterfeit products.

               3.5. The respondents, acting in concert, have engaged a deliberate and systematic scheme to misappropriate the applicant's trade secrets, confidential information, and proprietary formulations for their unlawful gain. The first respondent was incorporated as a vehicle to facilitate the illegal use of the applicant's proprietary information, trade secrets and other intellectual property with the 10th respondent playing a pivotal role in its establishment. The second and third respondents, as the Directors of the first respondent have been instrumental in executed this scheme, leveraging stolen trade secrets to manufacture and sell counterfeit products. The 7th defendant, in direct collaboration with the 4, 8 and 14th respondents, orchestrated the unlawful transfer of the applicant's confidential data, enabling the first respondent to replicate the applicant's proprietary formulations. The 4, 5 and 6th respondents, who are the erstwhile employees of the applicant, have joined the first respondent, bringing with them extensive insider knowledge and strategic business information and facilitating the respondents' fraudulent operations. The 1 to 10 respondents have been actively utilising the manufacturing services of the 11th respondent, who knowingly participates in this fraudulent scheme by mass-producing counterfeit products that directly infringe upon the applicant’s proprietary rights.

               3.6. The first respondent, with the aid of the 4, 8, 11 and 14th respondent, is unlawfully utilising the applicant's proprietary formulations to manufacture and distribute the counterfeit products in the market. The respondents' action have not only resulted in the financial losses but have also severely damaged its market reputation. Therefore, the petitioner filed the suit and the applicant has made out a prima facie case and the balance of convenience lies in favour of the applicant and if the interim injunction is not granted, the appellant will be put to forth heavy loss, therefore, filed this petition to pass an interim injunction.

4. The respondents 1, 11 to 14 in the injunction application have filed applications in A.Nos.4800, 5164 & 5165 of 2025 to vacate the ad interim injunction granted by this in O.A.No.495 of 2025 dated 30.04.2025.

5. The first respondent filed a counter stating that its business operation is in a lawful manner. This Court has passed interim order restraining the first defendant along with 7, 10 and 11th defendants, including their Directors, Officers, employees, etc., dealing in any products derived from plaintiff’s confidential information and trade secrets. The claim made by the plaintiff is that the compositions and process used by its products, Flowfresh SL are a trade secret and has not been supported by any evidence. Such a claim cannot be based on assumption and presumption and surmises but should be supported by clear evidence, which is completely absent in the present case. No document has been filed by the plaintiff to show that either the composition or procedural can be regarded as proprietary information and/or trade secret. In fact, the defendant No.1 has been engaged in manufacture of flooring chemicals and has all the technical know-how, expertise and its own proprietary formulations and process. The case set out by the plaintiff of the counterfeiting products is without any basis. Mere similarly in nomenclature or similarity in compounds which form the product does not ipso facto constitute counterfeit.

               5.1. The first defendant, at the relevant time, i.e., when the alleged product was purportedly procured by the plaintiff and sent for testing, had no commercial dealings or any relationship with the Ghanati/11th defendant. In any case, the 11th respondent is an independent manufacturer of industrial chemicals. Based on publicly available information, Ghanati/11th respondent, inter alia, manufactures and sells a product called 'Brix Crete PU SL', which is similar to the first defendant’s product in its use and application.

               5.2. The plaintiff had purchased 'material by the nomenclature 'Vebrocrete SL' (somewhere between May 2004 and November 2004). No invoice or proof of purchase of 'Vebrocrete SL' by the plaintiff from the 1st defendant has been placed on record by the plaintiff and no description/pack of the alleged counterfeit product has been placed on record by the plaintiff. The plaintiff has not filed any report which is contemporaneous to the filing of the suit. The description describes in the lab reports, whereas the composition of products are incorrect. The first defendant had sent samples of Vebrocrete SL, Flowcrete Flowfresh SL, and various other similar products available in the market to an independent third party testing and research lab - FAN services for testing and comparing the composition of each with defendant No.1's product i.e., Vebrocrete SL, through FTIR analysis and received the report dated 21.07.2025 and report was confirmed that the components and the compounds in all these products are almost identical with slight differences in their compositions. The similarities in the products of the different companies are attributable to the fact that the competing flooring manufacturers procure the polyol-based compound from a few sets of manufacturers who supply the compound in the market. The plaintiff has obtained any registered intellectual property right protection such as pattern, etc., over the process used to manufacture Flowfresh SL or the product itself. The first defendant company was incorporated as a joint venture between TCSPL and Vebro Polymers Holdings Limited/10th defendant, through a shareholders agreement dated 10.07.2024. The Vebro UK granted to the first defendant, a licence to use its technology for manufacturing, sell, and distribution of resin-based/ chemicals flooring products and deck membrane solutions pursuant to the Technology License Agreement dated 13.8.2024. The first defendant is lawfully engaged in the business of manufacturing, marketing, sales and distribution of resin-based flooring chemical products within the contractually defined territories under the Licence Agreement.

               5.3. Under the terms of the Licence Agreement, Vebro UK/defendant No.10 granted to the first defendant an exclusive, perpetual, personal and irrevocable and non-transferable license to use and utilize Vebro UK's proprietary technology. The technology and formulations possessed by Vebro UK were either purchased by Vebro UK by way of acquisition of PR Epoxy Systems Limited on 03.03.2021 or development by Vebro UK itself. Prior to the incorporation of first defendant, a dispute is arising between the Tremco CGP UK Limited and Vebro UK, which had been resolved through a Settlement Agreement dated 24.03.2023. The first defendant had no business relationship or association with the 7th defendant. The first defendant conducts its business operations based on the legitimately licensed technology from Vebro UK and has nothing to do with the defendant No.7. The plaintiff failed to make out a prima facie case and the petition is not maintainable. The plaintiff has approached this Court with unclean hands, having deliberately suppressed the material facts and documents and therefore, the petition is liable to be dismissed. The interim injunction granted vide order dated 30.04.2025 is liable to be vacated.

6. The second respondent has filed a counter denying the averments made in the affidavit. According to the second respondent, the suit has been filed in his capacity as a Director of Thermax Vebro Polymers India Private Limited and not in any other capacity. He had already retired from any operating role within the Vebro Group. The plaintiff has made baseless allegations against the second respondent in respect of certain disputes pertaining to Tremco CPG UK Limited and Defendant No. 10 and has mischievously dragged the facts pertaining to that dispute prejudice this Court in the present proceedings. It is already a matter of record that the disputes inter say Tremco CPG UK India Private Limited and the defendants No.10 have culminated in a settlement. The second respondent was a Sales Executive by profession and during his previous employment with Flowcrete Group, he was neither privy to nor had any use of any trade secrets or proprietary product formulations as alleged by the plaintiff. The defendants 1 and 10 have filed a reply to the interim application and he also adopted the counter filed by the defendants 1 and 10 to the extent they are germane and relevant to appreciate the allegations made against the petitioner. Therefore, he prayed to vacate the interim injunction passed vide order dated 30.04.2025 in favour of the plaintiff and as against this defendant and to dismiss the present petition.

7. The third respondent filed a counter stating that the third respondent denied each and every statement, allegation and averments made by the application/plaintiff in the application. The third respondent has been arrayed as defendant as a Director of the first defendant and not in any other capacity. He never hold any operational position with any of the plaintiff's Indian businesses. However, the plaintiff has made baseless allegations against this respondent in respect of inter alia some disputes pertaining to Tremco CPG UK Limited and the defendant No.10 has mischievously dragged the facts pertaining to the dispute to prejudice this Court in the present proceedings. It is already a matter of record that the disputes inter say Tremco CPG UK India Private Limited and the defendants No.10 have culminated in a settlement. The third respondent was a Chartered Accountant by profession and during his previous employment with Flowcrete Group, he was neither privy to nor had any use of any trade secrets or proprietary product formulations as alleged by the plaintiff. The defendants 1 and 10 have filed a reply to the interim application and he also adopted the counter filed by the defendants 1 and 10 to the extent they are germane and relevant to appreciate the allegations made against the petitioner. Therefore, he prayed to vacate the interim injunction passed vide order dated 30.04.2025 in favour of the plaintiff and as against this defendant and to dismiss the present petition.

8. The respondents 7 to 9 filed a counter denying the averments made in the affidavit. According to the respondents 7 to 9, the 8th respondent is the former Managing Director of the plaintiff's company and after vacating the office, a suit in C.S.No.210 of 2023 was preferred against the same defendant alleging various false allegations on the 8th defendant and linking the same allegations to arise another false allegations against the 7th defendant. While the previous suit is pending, the current suit has been preferred by the plaintiff again linking the arose false allegations. The allegations made by the plaintiff in C.S.No.210 of 2023 is by itself denied by the defendants 7 and 8, in such nature the some allegations are liable to be proved by the plaintiff in the same suit. The averments made in the application that 'their pattern of unethical conduct' and to uncover any further acts of collusion, malfeasance or statutory violations' are strongly condemned and the same terms are utilised in a pre-declarative manner against the 7th defendant. The 8th defendant was the promoter of the 7th defendant and the 8th defendant has provided his service as the Managing Director of the plaintiff's company for years together with utmost integrity and moral. The 7th defendant has no relationship with the 10th defendant and have not indulged in any misappropriation of the plaintiff’s trade secrets, infringement or counterfeit products in a manner, solely or adjoining with the 10th defendant. The 7th defendant company was incorporation by the 8th defendant, but after incorporated, the 8th defendant retired from his occupation and the said company has not indulged in even a single transaction. The defendants herein has not disclosed or treated any of the plaintiff's company trade secrets and they have no way colluded with any parties in order to monitorise or misutilising to utilise any of the trade secrets of the plaintiffs company. The defendant also not in possession of any such information.

               8.1. In fact, one of the family friend was induced as one of the Directors of the seventh defendant company and as soon as this Court directed to remove the same person from directorship of the 7th defendant. He was removed and he was induced just in order to fill the vacancy. It is true that the 8th defendant herein was a Director of 11th defendant prior incorporation of the plaintiff's company and the same was also declared by the 8th defendant before the plaintiff's company while joining his tenure of service at the plaintiff company and the plaintiff company had well knowledge about the same. All the allegations made by the plaintiff company are false allegations and not supported by any documentary proof or evidence. The petitioner is utilised the Court of law as a weapon to harass the defendant and utilising the defendant name as medium to link other defendants to arise various false cause of action against them. There is no prima facie case and the balance of convenience is in favour of the respondent. If the injunction is granted, this respondent will be put to irreparable loss and hence, prayed to dismiss the application.

9. The 10th respondent filed a counter by denying averments made in the affidavit. The 10th defendant has not been served with summons in the suit and copies of plaint and documents were also not served. However, the 10th defendant came to know that it has been arrayed as a defendant in this suit and also filed this application through other defendant. The applicant filed this petition by misrepresenting facts, suppressing material facts, deliberately intermingling facts/actions not attributable to the defendant No.10 with other defendants and thereby, misleading this Court in passing an order of granting interim injunction and on that ground alone, this petition is liable to be dismissed. The allegations are that the alleged intellectual property theft, unauthorised use of plaintiff's proprietary information and large scale commercial deception, production and marketing of the counterfeit products are vague unsubstantiated, baseless and thereby, liable to be rejected. Already a settlement agreement was entered into by the parties between the plaintiff and the 10th defendant before the UK court and if any breach of undertaking given in Settlement Agreement, directly or indirectly, no claim against the 10th defendant, whatsoever can lie before this Court and the plaintiff has to approach the England Court in accordance with Clause 16.2 of the Settlement Agreement. The plaintiff was neither a party to the claim proceedings in UK court nor a party to the Settlement Agreement proceedings to enforce the terms of the Settlement Agreement to which it is not a party and without making Tremco UK or any other party to the Settlement Agreement, a plaintiff in the present suit. The defendants 2 and 3 are also Directors/Shareholders and Group Chief Executive Officer, respectively of 10th defendant. The 2nd defendant has since retired from any operating role within Vebro group.

               9.1. The 10th defendant and Thermax Chemicals entered into a Shareholders Agreement dated 10.07.2024 to record the broad terms and conditions of the flooring chemicals business, parties’ rights and obligations with respect of the business, terms of governance and conduct of business and operations of their joint venture. The 10th defendant licensed the use of proprietary technology for the manufacture, sale and distribution of products under a Technology License Agreement dated 13.08.2024 between the 1st defendant and the 10th defendant. As per the said agreement, the 10th defendant granted exclusive, perpetual, personal, irrevocable and nontransferable license to use the technology for the purpose of manufacturing, sale and marketing of the products in the territory. The technology and formulations of 10th defendant are distinctly different and independent from the plaintiff and has no nexus with the plaintiff’s technology. The plaintiff also made unwarranted allegations against the 10th defendant that the 10th defendant associated with Thermax Chemicals for deliberately causing harm to the plaintiff's business. The plaintiff failed to made well established triparted test for the grant of ad interim injunction under order XXXIX of CPC. Thereby, the interim injunction granted by the Court is to be vacated and the petition is liable to be dismissed.

10. The brief averments of the counter filed by the respondents 11 to 13 are as follows:

               10.1. The 13 th defendant/respondent is the one of the Directors of 11 th respondent. The allegations levelled in the plaint are based on the assumption and presumption and in fact, the averments in the plaint did not disclose any real cause of action to justify the relief sought. The mere fact that the branch offices of some of the defendants are located within the territorial jurisdiction of this Court alone does not confess jurisdiction on this Court, thereby, the interim applications are not maintainable. The plaintiff failed to substantiate its claim of purported theft of alleged intellectual property rights or unauthorised use of applicant’s proprietary information, by this respondents/employees. In fact, there is absolutely nothing on record to substantiate the applicant’s allegation that these respondents are manufacturing products based on the alleged ‘proprietary information’/ trade secrets of the applicant. The applicant has not furnished the alleged trade secrets. There are no record to establish that the product of ‘Flowfresh SL’ is either a trade secret of the applicant or that the applicant has secured a patent over the same. In fact, the applicant has not even filed shred of evidence in relation to the alleged trade secret/proprietary information.

               10.2. The applicant failed to demonstrate that (i) based on their research and development, they have came to know certain information/formulations, (ii) such information/formulations constitute their trade secrets and have been granted patent under law and (iii) such alleged trade secret are purportedly infringed/has unlawfully been utilised by these respondents to manufacture counterfeit products, that are being sold to others. Further, polyol emulsion (component A), MDI (component B) and pigments (component D) are readily available in the market as finished product, of which component A constitutes to major portion of the mixture. The composition of all these components is well known in the industry and very much available in the public domain/market place. That's why many market players in this field continue to manufacture and supply similar products over several years, albeit with different brands. Therefore, the applicant cannot claim monopoly /exclusivity over these components in the garb of claiming them to be their trade secrets/proprietary information.

               10.3. In any event, these respondents are not the manufacturer of Vebrocrete SL as alleged by the applicant. Besides, these respondents do not even manufacture components A (Polyol emulsion), B (Hardner) and D (Pigment/colourant) and these components are procured by them from open market. In fact, the component C (Filler) alone is manufactured based on its own research and development. The Lab Report filed and relied upon by the applicant is totally misconceived, misleading and erronious, since it is devoid of logic and factual reasoning. The 11th respondent was incorporated on 07.05.2004 and has been in the business of manufacturing and supplying building and construction related materials over the last 20 years, i.e., even prior to incorporation of applicant. Over the last two decades, these respondents manufactured and sell its product based on its own expertise, knowledge and know-how and thus, has never had to depend/rely on the applicant’s alleged trade secrets, formulations or confidential information. The respondents have their own Research and Development unit as a part of its factory and they have developed a large portfolio of clientele, including major multi-national entities. While so, the allegations that these respondents are manufacturing the applicant’s counterfeit products, by deceiving the customers, is totally vexatious and frivolous. This suit is nothing but the subsisting proof of the averments made in an earlier suit albeit with some additional averments that are unsupported by any evidence. The applicant failed to make out a prima facie case and balance of convenience is not lying in favour of the plaintiff and if the injunction is granted, this respondent will be put to heavy loss and damages.

11. The brief averments of the counter filed by the 14th respondent are as follows:

               11.1. This applicant is in the business of manufacture and sale of construction related products. But the applicant is neither a market leader in manufacture and sale of construction products nor the larger supplier of such products. The applicant failed to establish that it owns and possesses trade secret and such alleged trade secrets were purportedly obtained and utilised by this respondent to manufacture counterfeit products. The applicant also does not own any patent in respect of its alleged innovations. He only dealt with sales order for the applicant and therefore, had no occasion to know or deal with any purported confidential information or trade secrets of the applicant at any point of time. Further, it has been more than two years since he has ceased to be the employee of the applicant and all the allegations appear to have been raised as a shear afterthought. The emails exchanged between this respondent and the respondents 4 to 8 were strictly in the normal course of employment and in terms of instructions of his superiors in the applicant’s organisation. He had not shared any email dated 31.03.2023 with 8th respondent containing any alleged trade secrets, as falsely contended by the applicant.

               11.2. At the relevant time, the applicant had transitioned from Tally to SAP software for accounting purposes and as a matter of routine, the 8th respondent would send some documents to this respondent with instructions to print out the same for manual verification in relation to carry out casting for the given month. The emails contain routine information relating to the day to day work and did not constitute any trade secrets or proprietary information, as falsely alleged. That being the case, the allegation of purported misappropriation/stealth of alleged confidential information or trade secret is totally fallacious and untenable. This respondent is neither technically qualified nor equipped to deal with the manufacturing and processing activities. This respondent did not held any top position in the management and he was an employee as the Customer Relationship Manager in 11th respondent. The 11th respondent does not manufacture the product i.e., Vebrocrete SL. This respondent had not colluded with any other respondents to illegally acquire and monitise the alleged trade secrets of the applicants. This respondent has not violated any previous orders of the Court of law. There is no prima facie case made out and balance of convenience is also not lying in favour of the petitioner and if the injunction is granted, this respondent will be put to heavy loss and damaged. Hence, the petition is liable to be dismissed.

12. The plaintiff has filed these applications for granting temporary injunction as against the respondents. According to the applicant, the applicant, Tremco (CPG) India Limited is engaged in the manufacturing of specialized construction-related products, including industrial flooring solutions, waterproofing systems, sealants and allied products. These products are the result of long-standard research, technical expertise and proprietary formulations developed by the plaintiff and its affiliates and are protected as confidential information and trade secrets.

               12.1. The respondents 2 and 3 are the former employees of Tremco UK and they have incorporated Vebro Polymers Holdings Limited/10th respondent in the year 2019. The said respondent conducted business operations including 6 objectives which are similar to that of applicant’s company, i.e., Tremco UK. The 2nd and 3rd defendant had access to Tremco UK company’s confidential information and proprietary know-how. Therefore, the proceedings were initiated before the High Court of England and Wales and interim injunction was granted by order dated 19.04.2021 restraining the defendants 2 and 3 and Vebro UK from using or retaining Tremco UK’s confidential information, including an express direction/undertaking to destroy all such information in their possession. The 10th defendant entered into the a Settlement Agreement on 24.03.2023 with the plaintiff’s UK affiliate. As per the said agreement, it was mutually agreed that 10th defendant, including any present or future associated company, shall be bound by terms and conditions thereon. The 2nd and 3rd defendants in those suit have specifically and individually signed in the above said Settlement Agreement in their capacity as authorised representative of the 10th defendant and thereby, binding the 10th defendant to its terms.

               12.2. While so, the 8th defendant, who had served as Managing Director of the plaintiff for several years, resigned the job on 06.06.2023. Then, within a matter of weeks thereafter, the 7th defendant was incorporated on 12.09.2023. Significantly, MCA records reflect the 8th defendant’s personal email ID as the registered email ID of the 7th defendant, which clearly establishes of control and rebuts any suggestion that the 7th defendant was an independently conceived enterprise. During the 8th defendant’s tenure with the Plaintiff, he had access to confidential formulations, technical processes and strategic business information belonging to the plaintiff. Further, according to the applicant, the defendants 4, 8 and 14 had wilfully conspired in unauthorised sharing of chemical formulations and trade secrets. The defendant 4 and 14 also circulated the plaintiff's customer lists via email on 03.08.2023 and the 4th defendant issued unauthorised communications regarding the fictitious price increase through email dated 31.03.2023 with clear intent of destabilizing the plaintiff’s business.

               12.3. Thereafter, the plaintiff filed a suit in C.S.No.210 of 2023 as against the defendant 4, 7, 8 and 14 and interim injunction was granted on 18.10.2023 and the same was made absolute on 30.07.2024. While the interim injunction was subsisting, the 10th defendant entered into a joint venture with Thermax Chemical Solutions Private Limited and incorporated the first defendant on 08.07.2024. A public announcement of those partnership followed on 19.09.2024, with a shareholding structure wherein TCSPL holds 50.1% and the 10th defendant holds 49.9%. The first defendant was not an independent entrant in the market and the 2nd and 3rd defendants were the Directors of the 1st defendant and the 4th defendant functioned as Sales Director, while the defendant 5 and 6 served as Sales Managers, all of whom were previously employed by or associated with the plaintiff. The counterfeit products marketed by the 1st defendant were the manufactured by the 11th defendant. The 11th defendant is a family controlled entity of 8th defendant with the defendants 12 and 13 being close relatives of the 14th defendant functioning as Sales head. Therefore, the plaintiff filed a suit and also sought for interim injunction.

13. According to the respondents/defendants, the first defendant Thermax Vebro was incorporated on 18.07.2024 and started it commercial operation of sales after getting its GSTIN certificate on 02.11.2024. The first invoice of sales was raised on 09.12.2024. The plaintiff has not stated as to when, how and from whom allegedly purchased Vebrocrete SL which was sent for testing. The document produced by the plaintiff shows one stray transaction between Ghanati and Thermax Limited in August, 2024, wherein the documents shows sale of Brixcrete by Ghanati to Thermax Limited and delivered to one Srimad Risk Advisory LLP. The Thermax Vebro sent samples of Vebrocrete SL, Flowcrete SL, Flowcrete Flowfresh SL and various other similar products to FAN Services Lab for fourier transfrom Intrared Spectroscopy (FTIR) analysis. The Lab report dated 21.07.2025 confirms that there is no uniqueness in plaintiff’s product Flowfresh SL and there is nothing proprietary about it. The product in question is polyurethane concrete flooring product, which was originally developed in UK in 1969 by Imperial Chemical Industries. The material was patent under U-CRETE brand and the pattern lasted for 20 years. The product being sought to be stated as a unique protected product of plaintiff comprises of composition and formulation which is already in the public domain. Nobody holds a patent or any intellectual property rights over such product. The product is a mixture of four components and is used for laying flooring. The composition of products manufactured by different entities is more or less similar.

               13.1. The Tremco alleges that Thermax Vebro has used manufacturing service of Ghanati to manufacture and sell the counterfeit products. In fact, the Thermax Vebro has no commercial dealing with Ghanati Group, when the report was procured. Ghanati manufactures industrial chemicals including products called ‘Brix crete PU SL’. The alleged settlement between the Tremco UK and Vebro Uk in the UK Court has no bearing on the present suit as Thermax Vebro/D1 and plaintiff were not a party to the claim filed before the UK Court and the subsequent settlement agreement was executed on 24.03.2023.

14. According to the 11th respondent, the main case in the suit is not against the 11th respondent, but against the respondents 1 to 10. The Ghanati Projects is neither the manufacturer of Vebrocrete SL nor has had any contractual relationship between the respondents 1, 4, 7 and 10. The test relied upon by the applicant has no relevance or bearing on Ghanati Projects and its products and is also neither credible nor reliable. In any event, Ghanati products had discontinued the manufacturing of Brixcrete SL much prior to the institution of the present suit. No proprietary information/trade secret in the formulations of the flooring products in question has been established by the applicant. No trade secret in achieving a ratio of 11 in filler C. Applicant’s stand relating to alleged drop in turn over is also vexatious and self-contradictory and no credible material shown against the Ghanati projects for grant/continuance of interim injunction. No grounds made out for continuance of interim injunction against the Ghanati projects.

15. This Court heard both sides and perused the entire material on record.

16. In this case, the interim injunction is sought for as against the respondents 1,7,10,11 from manufacturing, marketing, selling, distributing or otherwise dealing in any products drived from applicant’s confidential information and trade secrets, either jointly or severally, pending disposed of the suit and also for restraining the defendants 7 and 10 from engaging in unfair competition passing off by preventing unauthorised sale of counterfeit products that mislead customer and exploit the applicant’s proprietary formulations and to direct the 1st respondent/defendant to destroy all copies, reproductions and embodiments applicant's trade secrets.

17. It is an admitted fact that the applicant and the respondents are doing the same kind of business and the applicant is claiming exclusive right over in manufacturing of polyurethane crete flooring products. The applicant himself has admitted that there is nothing bar as per law to do the same business by other parties. However, according to the applicant, the erstwhile employees, i.e., the second and third respondents started 10th respondent company by utilising the formulations and trade secrets of the applicant and manufactured the same products. The 8th defendant was served as Managing Director of the plaintiff and after resigning his job, the 7th defendant was incorporated. The defendants 4, 8 and 14, conspiring with other defendants, shared the chemical formulations and trade secrets of the applicant’s/plaintiff’s and the 10th defendant entered into a joint venture with Thermax Chemical Solutions, a valued client of the applicant/plaintiff and incorporated the 1st defendant. The products marketed by the 1st defendant were manufactured by the 11th defendant and the 11th defendant is the family controlled entity of 8th defendant and the defendants 12 and 13 are being the close relatives of the 14th defendant functioning as a Sales Head. While so, there are no records to show that the applicant/plaintiff had legally availed patent/trade secret.

18. Though it is admitted fact that the 2nd and 3rd defendants who are the Director of the 1st defendant and the 4th defendant functioned as Sales Director and the defendants 5 and 6 served as Sales Managers, all of whom were previously employed by or associated with the plaintiff, there is no evidence that those persons had acquaintance with the plaintiff's trade secret and nowhere the plaintiff/applicant stated that what is the trade secret and how the erstwhile employers had knowledge about the said trade secret. It is also admitted fact that there are four components and all of the components are available in the open market and the ratio of mixing is only the criteria for manufacturing the products. While so, anybody can follow the ratio on their own. Merely because it is similar with the plaintiff's product, it cannot be restrained from continuation of their business.

19. If the components are secret, then to some extent, the Court can see that the components have been stolen and they prepared the products. Once the components are available in the open market, merely based on the ratio of mixing, the plaintiff cannot seek any orders from the Court. Even according to the applicant/plaintiff, he tested the Vebrocrete SL purchased from the 1st defendant and utilised for assigning identicality of his formulations and ratio, the Flowcrete was produced by the defendants 4 and 5 in the name of Thermax Limited on 15.07.2024. Though the composite uses certain standard materials, the tunable polyol masterpatch imparts flexibility, toughness and wear resistance, amongst other performance and application attributes. The hybrid binder design and precise Part A composition represent the commercial and intellectual centre of polyurethane-cement flooring technology. As rightly contended by the respondents that the Thermax Chemical Limited has not been added as a party to the suit and there is no documents to show that the product was purchased from these respondents.

20. As per Lab Report, there are four components. They are

               1. A as Isocyanate based component

               2. B as Polyol based component

               3. C as Calcium Carbonate based filler

               4. D as Polyurethane based pigment.

21. It is also admitted fact that the Thermax Vebro was incorporated on 18.07.2024 and it is started its commercial operations on 02.11.2024 and the first invoice for the sale was raised on 09.12.2024 and as rightly contended by the respondent counsel that the plaint does not disclose as to when, how and from whom the plaintiff allegedly purchased Vebrocrete SL, which has purportedly been sent for testing and no invoice or proof of purchase of Vebrocrete SL has been placed on record. The documents now produced by the plaintiff shows one stray transaction between Ghanati and Thermax Limited in August, 2024, wherein the document shows the sale of Brixcrete by Ghanati to Thermax Limited (which is not a party to the suit) and delivered to one Shrimad Risk Advisory LLP. There are no documents to show that the said product sold by Ghanati to Thermax and delivered to Shrimad Risk Advisory LLP. The plaintiff has not filed its purchase invoice of Vebrocrete SL, which was analysed in the report dated 29.11.2024 and its linkage with Thermax Vebro. Similarly, Thermax Vebro also sent samples of Vebrocrete SL, Flowcrete Flowfresh SL and various other products to FAN Services Lab for Fourier Transform Infrared Spectroscopy (FTIR) analysis and the same is also produced before this Court. As per report dated 21.07.2025, there is no uniqueness in the plaintiff's product Flowfresh SL and there is nothing proprietary about it.

22. Even according to the respondents, the product in question is polyurethane concrete flooring product, which was originally developed in UK in 1969 by Imperial Chemical Industries and the said material was patented under U-CRETE brand and the patent lasted for 20 years. The product being sought to be stated as a unique protected product of the plaintiff comprises of composition and formulation, which is already in the public domain. Nobody holds a patent or any intellectual property rights over such products. The product is a mixture of four components and is used for laying flooring composition and the product manufactured by different entities is more or less similar. While so, the uniqueness of the applicant’s/plaintiff’s product has to be tested through trial and at present, there are no records in respect of the applicant/plaintiff.

23. Moreover, according to the applicant/plaintiff, the Thermax Vebro has used manufacturing services of Ghanati to manfacture, sale counterfeit products, but Thermax Vebro had no commercial dealing with Ghanati Group, when the said report was procured. The Ghanati manufactures industrial chemicals, including products called Brixcrete PU SL. The applicant/plaintiff stated that the mixing ratio of filler C as unique and incapable of being achieved without its proprietary formulations. Mixing ratio of approximately 11 kgs of Filler C is not unique to Flowfresh SL. There are several manufacturers across India and Southeast Asia, who produce and market flooring products with a similar approximately 11 kgs ratio of component Filler C and part A (Polyol component) and not ‘Filler C' is the principal determining/distinguishing factor of Flowfresh SL or Vebrocrete SL or other PU concrete flooring products. It is Part A that determines the product's performance as it is a factor that allerts polyol type, additives and viscosity. Even slight changes in part A leads to variations. While so, without any documents and when the components of the above said four products are available in the open market, merely based on the mixing, the plaintiff cannot question the other products. Though the settlement has been arrived at between Tremco UK and Vebro UK in the UK Court, the present suit is as against the Thermax Vebro/D1 and the plaintiff or the 1st defendant who are not a party to the claim filed before the UK Court and in the subsequent alleged settlement. The Thermax Vebro and Vebro UK were not a party to the earlier proceedings before the Madras High Court and no any injunction order has been passed against them.

24. In fact, according to the respondents, Vebro UK engages in the manufacturing of flooring chemicals and has all the techical expertise, design proprietary formulations and processes, which have been licensed to Thermax Vebro via Technology Licence Agreement dated 13.08.2024 for carry on the business of flooring products to Vebro UK acquired/purchased by way of acquisition of PR Epoxy system limited in the year 2021 and Vebro UK has nothing to do with the Tremco products and business operations of Vebro UK have not communication with those of Tremco UK or the plaintiff. The Technology license to Thermax Vebro was obtained through legitimate transactions and has nothing to do with the confidential information of the Tremco. According to the respondents, Vebro UK, Craig Brookes had access the confidential information related to product formulations of Tremco UK and the same was not a subject matter of the litigation before the UK Court. Therefore, the plaintiff/applicant, without proving his exclusive trade secret, cannot claim any injunction against the respondents, who are also doing same business on their own formulas.

25. According to the 11th respondent, Ghanati Projects is neither manufacturer of the Vebrocrete SL nor had any contractual relationship with the respondents 1, 4, 7 and 10 for manufacturing or supplying of any products. Further, the test relied upon by the applicant has no relevance or bearing on Ghanati Projects and its products and is also neither credible nor reliable. In any event, Ghanati projects had discontinued the manufacturing of Brixcrete SL much prior to the institution of the present suit. The said manufacturer of Brixcrete SL was discontinued by Ghanati projects from September 2024 and the applicant failed to establish the proprietary information/trade secrets in the formulations of the flooring products.

26. According to the 11th respondent, there is neither any trade secret in the formulation for Filler C nor in achievement of ratio of 11 kgs packs for Filler C any rocket science. While the ratio of components A, B and D remain constant in both 18 kgs pack and 20 kgs packs, there is only variation in the ratios of Filler C in these packaging. In other words, Filler C is mixed at the ratio of approximately 11-12 in 18 kg packs, while the ratio approximately 13-14 in 20 kg packs. As such, only difference in the 20 kgs pack (Flowfresh MF) in comparison with 18 kgs pack (Flowfresh SL) is the addition of Filler C by 2kgs, while the ratios of components A, B and D remain constant. In fact, as per the report, Sika India Private Limited also manufactures 18 kg pack viz., Sikafloor 44 Purcem. This product contains the ratio 12:12 for Fillers C which the applicant has suppressed. Therefore, there is no rocket science or trade secrets in arriving at a ratio of 11. These mixing ratios of 18 kg pack and 20 kg pack are similar across the industry and very well available in the public domain. Therefore, no person can claim any exclusivity/proprietary over the same. While so, these aspects need elaborate trial and cannot be decided in the interlocutory applications.

27. Though the applicant filed other suits and obtained interim injunction, it is not a ground to grant interim injunction in this case and the plaintiff has to prove a prima facie case, balance of convenience and irreparable loss. In this case, there are no documents to show that the plaintiff have exclusive right of the trade secrets and the components are available in the public domain and only variations in respect of ratio and thereby, it cannot be decided in this application. Further according to the 2nd respondent, he retired as Director of the Thermex Vebro and had no any trade secret and the 3rd respondent also does not hold operational position in the Plaintiff’s company and only Chartered Accountant and no knowledge about the trade secret. The 8th respondent also does not have any trade secret. As per the 13th respondent, he is only manufacturing components of filler ‘C’ and other components viz., A, B and D are available in open market. The 14th respondent also stated that he had not shared any secret and he worked as Customer Manager, thereby these aspects have to be tested through evidence and it needs elaborate trial. Therefore, without any proper documents and trial, it is not appropriate to decide the claim of the petitioner.

28. It is a well settled law that too grant interim injunction, the applicant has to prove a prima facie case, balance of convenience and irreparable loss caused to him. In this case, no prima facie case is made out and balance of convenience is also laying in favour of the applicant. If the injunction is not granted, no prejudice would be caused to the applicant.

29. Though this Court has granted interim injunction, now, after placing reliance on all the records, this Court passed this order on merits and thereby, mere granting of exparte interim injunction alone is not sufficient to uphold the interim order without any records. Moreover, the respondents have also filed applications for vacating the injunction. In view of the above said discussions, it is appropriate to vacate the interim injunction and the applicant is not entitled to interim injunction and thereby, the applications filed by the applicant in O.A. Nos.494 to 497 of 2025 is liable to be dismissed and the applications filed by the respondents in A. Nos.4800, 5164 and 5165 of 2025 for vacating the injunction are liable to be allowed.

30. In the result, the applications filed by the applicant/plaintiff in O.A. Nos.494 to 497 of 2025 stand dismissed and the petitions for vacating injunction filed by the respondents/defendants in A. *No.4800, 5164 and 5165 of 2025 stand allowed.