Civil court jurisdiction in company disputes remains unless the Companies Act expressly creates an exclusive forum.

Section 2(11) and section 10 of the Companies Act were treated as forum-defining provisions only for matters the Act expressly requires to be brought before a court, and not as a general exclusion of civil court jurisdiction. Exclusion of ordinary civil jurisdiction was held to arise only where the statute expressly or by necessary implication creates a special forum for the particular relief sought. Because the suits concerning cessation or continuance of directors and the validity of board meetings were not shown to fall within an exclusive statutory forum, the ordinary civil courts retained jurisdiction, with valuation governed by the Court Fees Act and Suits Valuation Act. The suits were therefore triable by the civil court.

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Issues: Whether disputes concerning cessation or continuance of directors and the validity of board meetings under the Companies Act had to be tried only by the High Court under section 10, or whether the ordinary civil court retained jurisdiction.

Analysis: Section 2(11) and section 10 of the Companies Act were held to identify the court competent to decide matters that the Act itself requires to be taken to court, namely the High Court or, where notified, a District Court. They do not by themselves exclude the jurisdiction of civil courts in every dispute touching company affairs. Exclusion of civil jurisdiction is not to be inferred unless the statute expressly or by necessary implication provides a special forum for the particular relief. The reliefs sought in the suits, though referable to provisions concerning directors and board meetings, were not shown to be matters for which the Companies Act prescribed an exclusive forum. Consequently, the ordinary rules of civil jurisdiction, together with valuation under the Court Fees Act and Suits Valuation Act, governed the suits.

Conclusion: The civil court retained jurisdiction, and the suits were correctly triable by the Bombay City Civil Court on the basis of their valuation.

Final Conclusion: The objection to civil court jurisdiction failed, and the plaints were directed to be presented before the proper civil court.

Ratio Decidendi: Section 10 of the Companies Act is forum-defining only for proceedings that the Act specifically requires to be brought before a court and does not, without express words or necessary implication, exclude the jurisdiction of ordinary civil courts in company-related disputes not assigned to a special forum.

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