Exclusive jurisdiction in oppression and mismanagement matters cannot be declined for parallel proceedings when interim protection is otherwise justified.

A forum with exclusive jurisdiction over oppression and mismanagement cannot refuse interim relief merely because a civil suit and writ petition are pending elsewhere. Section 10 CPC applies only where the matter in issue is directly and substantially the same in previously instituted civil suits, and comity or priority principles are not absolute bars. Interim relief must still be assessed on prima facie case, balance of convenience and irreparable injury. On the facts, the appellant's shareholding position, rights under the articles, exclusion from participation, and disputed management changes justified protective directions to preserve the last non-contested status, including joint bank operation and a mechanism for CEO/president appointment.

---

---

Issues: (i) Whether the Company Law Board was justified in declining to consider the prayer for interim relief merely because a civil suit and a writ petition were pending in other fora. (ii) Whether the appellant had made out a case for interim relief, including directions regarding operation of bank accounts and appointment of the CEO/president pending disposal of the petition.

Issue (i): Whether the Company Law Board was justified in declining to consider the prayer for interim relief merely because a civil suit and a writ petition were pending in other fora.

Analysis: The petition before the Company Law Board arose under the provisions relating to oppression and mismanagement, over which that forum had exclusive jurisdiction. The pendency of a civil suit on a narrower controversy and of a writ petition concerning bank operations did not denude the Company Law Board of jurisdiction to decide interim relief. Section 10 of the Code of Civil Procedure, 1908 was held to be a rule of procedure confined to cases where the matter in issue is directly and substantially the same in previously instituted civil suits, and it did not justify a blanket refusal to exercise jurisdiction. The principles of comity and priority were held to be qualified principles, not absolute bars, and could not be used to deny relief where the earlier proceedings could not grant complete adjudication of the broader controversy before the Company Law Board.

Conclusion: The refusal to consider interim relief on the ground of pendency of other proceedings was unsustainable and the issue was answered in favour of the appellant.

Issue (ii): Whether the appellant had made out a case for interim relief, including directions regarding operation of bank accounts and appointment of the CEO/president pending disposal of the petition.

Analysis: Interim relief was required to be tested on the settled principles of prima facie case, balance of convenience and irreparable injury. The appellant held the largest shareholding, and along with supporting shareholders held a majority stake. The earlier articles of association supported the appellant's right to nominate the CEO/president, and the exclusion of the appellant from participation in the general meeting, together with the disputed alterations to the company's management structure, justified protective relief. The court held that the appellant could not be reduced to a powerless minority while the dispute remained pending, and that preservation of the last non-contested status was appropriate. The interim directions were crafted to protect the existing balance without finally deciding the merits of the oppression and mismanagement petition.

Conclusion: Interim protection was warranted and the appellant was entitled to relief in the form of joint bank operation, a process for CEO/president appointment, and appointment of an independent chairperson for the next annual general meeting.

Final Conclusion: The appeal succeeded to the extent that the impugned refusal to consider interim relief was set aside and protective interim arrangements were ordered, while the merits of the main petition were left open for decision by the Company Law Board.

Ratio Decidendi: A forum vested with exclusive jurisdiction over oppression and mismanagement cannot decline to decide interim relief merely because parallel proceedings exist elsewhere, unless those proceedings directly bar or fully cover the controversy, and interim protection may be granted on the settled tests to preserve the last non-contested status.

---