Civil suit challenging corporate appointments remains maintainable absent express statutory bar or protected reconstitution under banking law.

Section 10A of the Banking Regulation Act, 1949 gives finality only to appointments, removals, reconstitutions and elections duly made under that provision, so appointments made under the Companies Act, 1956 do not gain statutory immunity unless they fall within the protected reconstitution mechanism. The challenged appointments were not shown to have been made under section 10A(3), (4) or (5), and the suit was therefore maintainable and not barred by section 10A(6). Civil court jurisdiction is excluded only by express words or necessary implication, and no such bar was found in the Companies Act for a suit challenging allegedly ultra vires corporate appointments. The plaintiffs could proceed with the suit and seek interim reliefs.

---

---

Issues: (i) Whether the suit, as filed, is maintainable in law; (ii) Whether the court has jurisdiction to entertain and try the suit.

Issue (i): Whether the suit, as filed, is maintainable in law.

Analysis: Section 10A of the Banking Regulation Act, 1949 governs the composition of the board of a banking company and gives finality only to appointments, removals, reconstitutions and elections duly made under that section. Appointments made under the Companies Act, 1956 remain subject to challenge unless they are part of a reconstitution under section 10A(3), (4) or (5) and are duly made. The challenged appointments were not shown to have been made under those provisions and therefore did not attract the statutory finality under section 10A(6).

Conclusion: The suit is maintainable and is not barred by section 10A(6) of the Banking Regulation Act, 1949.

Issue (ii): Whether the court has jurisdiction to entertain and try the suit.

Analysis: Civil court jurisdiction is excluded only by express provision or necessary implication, and such exclusion is not readily inferred. The Companies Act, 1956 contains no express or implied bar against a civil suit challenging appointments of directors alleged to be ultra vires the articles and contrary to law, particularly where no specific forum is provided for redress of that grievance. The statutory scheme and the authorities relied on do not compel exclusion of ordinary civil jurisdiction in such a case.

Conclusion: The court has jurisdiction to entertain and try the suit.

Final Conclusion: The preliminary objections fail, and the plaintiffs are entitled to proceed with the suit and seek interim reliefs.

Ratio Decidendi: Finality clauses and implied bars to civil jurisdiction are construed narrowly; a civil suit challenging corporate appointments remains maintainable unless the statute expressly or by necessary implication provides an exclusive forum and the impugned action is shown to fall within the protected statutory mechanism.

---