Civil court jurisdiction barred where Companies Act provides a complete remedy for oppression and mismanagement disputes.

Civil court jurisdiction over a suit alleging oppression and mismanagement was impliedly barred because the Companies Act, 1956 provided a complete self-contained remedy before the Company Law Board. The Act vested jurisdiction in the Board under sections 397 and 398, regulated locus under section 399, and empowered wide relief under sections 402 to 406, with an appeal to the High Court under section 10F. Applying the principle of exclusion by necessary implication, the dispute was held to fall within the exclusive statutory forum, and the plaint had to be returned for presentation before the Company Law Board.

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Issues: Whether the civil court's jurisdiction to entertain a suit alleging oppression and mismanagement in a company is impliedly barred where the Companies Act, 1956 provides a complete statutory remedy before the Company Law Board.

Analysis: The statutory scheme under the Companies Act, 1956 confers on the Company Law Board jurisdiction to entertain complaints of oppression and mismanagement under sections 397 and 398, regulates who may apply under section 399, and empowers the Board to grant wide-ranging reliefs under sections 402 to 406. The availability of an appeal to the High Court under section 10F further shows that the Act creates a self-contained machinery for redressal of such grievances. Applying the settled principle that civil court jurisdiction is excluded by necessary implication where a special enactment provides a complete code and a specialised forum, the suit's subject matter was held to fall within the exclusive province of the statutory remedy. The plaintiffs' shareholding and grievance did not justify recourse to the civil court when the Act itself provided the appropriate forum.

Conclusion: The civil court's jurisdiction was impliedly barred and the plaint was required to be returned for presentation before the Company Law Board.

Ratio Decidendi: Where a special statute creates a complete remedial scheme and vests jurisdiction in a specialised tribunal for a particular class of disputes, civil court jurisdiction stands excluded by necessary implication, even in the absence of an express bar.

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