TaxTMI 
TaxTMI 
TaxTMI 
2020 (10) TMI 1134
X X X X Extracts X X X X
X X X X Extracts X X X X
....urisdiction to try and entertain the suit filed by the Petitioner, in view of the provisions of Section 430 of the Companies Act, 2013. 3. The brief facts necessary for the disposal of the petition may be stated thus: (i) That the petitioner claims to be one of the Directors of the first Respondent Achanak Associates Realtors Pvt. Ltd., which is a company registered under the Companies Act ('Company' for short). The Respondent Nos. 2 and 3 are the promoters / directors of the said Company. According to the Petitioner, Respondent Nos. 2 and 3 were not holding Annual General Meeting/Board Meeting, nor they were maintaining proper accounts and no returns were filed. (ii) In the year 2016, the Petitioner learnt that Respondent Nos. 2 and 3 have executed sale deed dated 30th June, 2014 in favour of Respondent No.4 (in respect of a property belonging to company) unauthorisedly without any proper Board resolution and authority. It is in these circumstances, that the Petitioner filed Company Petition No. 85 of 2017 before the National Company Law Tribunal ('NCLT' for short) on 07.03.2017 under Section 241 and 242 of the Companies Act, for oppression and mismanagement, which is pending....
X X X X Extracts X X X X
X X X X Extracts X X X X
....elief. He, therefore, submits that the plenary jurisdiction of the Civil Court under Section 9 of CPC is always available. He submits that the Respondents raised an objection to the jurisdiction of the NCLT and now, are raising a similar objection before the Civil Court and the Petitioner cannot be rendered remedy-less in the matter. (c) On behalf of the Petitioner, reliance is placed on the decision of this Court in the case of Candolim Developers Pvt. Ltd. and others V/s. Pravin Grover and Ors. 2017 (3) MhLJ 373 6. The learned Counsel for the Respondents have supported the impugned order. It is submitted that essentially the challenge is to the resolution of the Board of Directors, which can be entertained by the NCLT. It is submitted that at the highest, the challenge to the sale deed would be consequential to the challenge to the Board resolution and therefore, in view of Section 430 of Companies Act, the jurisdiction of the Civil Court was clearly barred. The allegations about oppression and mismanagement have been denied. The learned Counsel pointed out that the Petitioner has resigned as a Director on 31st January 2014 and thus, has no locus standi to maintain the suit. On....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (d) This Hon'ble be pleased to pass any other order as deemed fit in the circumstances to impact justice in the matter." It is significant to note that this includes a challenge to the board resolution dated 2nd February, 2014 as being void 9. Before the NCLT, the petitioner has sought reliefs on the ground of oppression and mismanagement under S. 241 / 242 of the Companies Act, 2013 in which a notice of motion was filed seeking injunction in the following terms: (i) Pass an injunction restraining Respondent Nos. 2 & 3 from acting as Directors of Respondent No. 1 Company. (ii) Order and direct that an administrator and / or any other fit and proper person / persons take charge of the affairs of the Respondent No. 1 Company. (iii) Pass an injunction restraining Respondent Nos. 2 and 3 from exercising any rights as shareholders of the Respondent No. 1 Company. (iv) Appoint an independent auditor to audit the accounts of Respondent No. 1 Company to ascertain misappropriation. (v) This Hon'ble Tribunal be pleased to restrain Respondent No. 4 and its agents, officers or any person deriving rights through them, to deal with property being land located at Post Kumthe, Solapur....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lightly inferred, wherever there is a provision excluding such jurisdiction, either expressly or by necessary implication, the same has to be given effect to in its letter and spirit. 13. Section 430 of the Companies Act in terms provides that no civil court shall have jurisdiction to entertain any suit or proceeding, in respect of any matter, which the tribunal or the appellate tribunal, is empowered to determine, by or under this Act or other law for the time being in force. A conjoint reading of S. 241 / 242 with S. 430 of the Companies Act, 2013 would make it clear that in respect of such matters, which the NCLT or NCLAT is empowered to determine the jurisdiction of the civil court would be expressly barred. 14. In the context of this clear legal position, the issue in the present case is whether on facts it can be said that there are any reliefs which are claimed by the petitioner before the civil court, which cannot be entertained by the NCLT. For this purpose, the learned counsel for he petitioner has placed reliance on Section 242 (2) (g) of the Companies Act, 2013, which reads thus: "242. Powers of Tribunal (1) If, on any application made under section 241, the Tribuna....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e petitioner being rendered remedy-less also cannot be accepted. This is for the reason that, as noticed earlier the company petition has been admitted and is pending before the NCLT. The refusal of the interim relief by the NCLT is not on the ground that it lacks jurisdiction. Therefore, it is for the petitioner to take appropriate steps against refusal of interim relief in accordance with law, if so advised. 18. The reliance placed on the decision of this Court in the case of Condolim Developers (supra) is misplaced. That was a case where petitioner had filed a suit seeking following reliefs: "(a) For a decree and order of this Hon'ble Court declaring that Form No. 5 filed by the defendant No. 1 at Annexure-Q before the Registrar of Companies, purporting to be the Share Capital from 51% to 70% as null and void and / or inoperative and order, it to be cancelled. (b) For a judgment and decree declaring that Form No. 32 tiled at Annexure-T and Annexure-U by the defendant No. 1, before the Registrar of Companies, purporting to intimate the Registrar of Companies that plaintiffs No. 2 and 3 resigned as Directors and purporting to appoint defendant No. 2 and 3 as Directors of the ....