Family settlement enforcement in civil court upheld where parties acted on the arrangement and Tribunal bar did not apply.

Section 430 of the Companies Act, 2013 did not bar civil court jurisdiction where the grievance was breach of an inter se family settlement, not a matter exclusively entrusted to the Tribunal. The Court treated the settlement as prima facie binding on non-signatories who had acted upon it, and held that conduct such as resignations and share transfers supported enforcement. It also found the arrangement workable and not too vague to be implemented at the interim stage. Although specific performance was not sought, interim declaratory and injunctive protection was continued to preserve the family settlement, subject to compliance with stipulated reciprocal acts.

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Issues: (i) Whether the civil court's jurisdiction was barred by Section 430 of the Companies Act, 2013 in a suit seeking to restrain conduct allegedly contrary to a family settlement and notices issued under Section 100 of the Companies Act, 2013; (ii) whether the family settlement bound members who had not signed it but had acted upon it; (iii) whether the family settlement was too vague or incoherent to be implemented; and (iv) whether declaratory and injunctive reliefs were barred for want of consequential relief or specific performance under the Specific Relief Act, 1963.

Issue (i): Whether the civil court's jurisdiction was barred by Section 430 of the Companies Act, 2013 in a suit seeking to restrain conduct allegedly contrary to a family settlement and notices issued under Section 100 of the Companies Act, 2013.

Analysis: Section 430 excludes civil court jurisdiction only where the Tribunal or Appellate Tribunal is empowered to determine the matter. The challenge in the suits was not to the statutory power of shareholders to requisition meetings, but to the alleged breach of an inter se family settlement. The notices under Section 100 of the Companies Act, 2013 were pleaded to be contrary to the settlement, and no provision of the Companies Act was shown to provide an effective remedy before the Tribunal for such a grievance. The relief claimed was therefore outside the exclusionary bar.

Conclusion: The civil court's jurisdiction was not barred, and the objection under Section 430 failed.

Issue (ii): Whether the family settlement bound members who had not signed it but had acted upon it.

Analysis: Family arrangements are enforced on a wider equitable footing than ordinary contracts, and the Court placed weight on the conduct of the parties. The materials showed resignations, transfers of shares, and other steps consistent with implementation of the settlement. Non-signatories who had accepted benefits or acted in conformity with the arrangement could not later resile from it merely because they had not formally signed the document.

Conclusion: The family settlement was held to be prima facie binding on the non-signatory members who had acted upon it.

Issue (iii): Whether the family settlement was too vague or incoherent to be implemented.

Analysis: The governing approach to family settlements is to uphold them where honestly made and capable of being worked out, and not to defeat them on technical or trivial grounds. The correspondence between counsel showed that both sides had identified the steps required for implementation, demonstrating that the arrangement was workable despite some grey areas. The alleged uncertainty was not such as to render the settlement unenforceable at the interim stage.

Conclusion: The settlement was not held to be vague or incapable of implementation.

Issue (iv): Whether declaratory and injunctive reliefs were barred for want of consequential relief or specific performance under the Specific Relief Act, 1963.

Analysis: A bare declaration is ordinarily unavailable where further relief is open, and injunction may be refused where an equally efficacious remedy exists. The plaintiffs had not sought specific performance of the family settlement, yet the Court found that immediate vacation of the interim protection would jeopardize the family arrangement, which had already been partly acted upon. To preserve family amity and facilitate implementation, the interim protection was continued while requiring the plaintiffs to take specified steps within a limited time.

Conclusion: The objection was not accepted so as to vacate interim protection, though the relief was made conditional on compliance with specified obligations.

Final Conclusion: The interim injunctions were confirmed and continued in aid of the family settlement, but the plaintiffs were required to perform specified reciprocal acts within the stipulated time as a condition for the continuance of protection.

Ratio Decidendi: A family settlement, once acted upon or accepted by conduct, is enforceable on equitable principles and a civil court may grant interim protection to preserve it where the dispute is not one that the Companies Act, 2013 entrusts exclusively to the Tribunal.

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