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2014 (7) TMI 1349 - HC - Companies LawOppression and mismanagement - transfer of plaint schedule properties by way of sale deeds - sale deed was executed with the intention of transferring the plaint schedule property to somebody else for higher consideration - sale deed is a sham document without consideration or not - maintainability of suit in view of Sections 397 and 398 of the Companies Act - HELD THAT:- Going by the nature of the relief sought in the suit, it cannot be said that the complaint of the appellant was in respect of a continuing wrong or that the Company Court will be able to grant an effective relief sought for, by her as against the third parties, that too in respect of past transactions. It can be seen that there is no specific exclusion to seek remedies from a civil court. At the most it can be said that remedies are available under the Companies Act as well as under General Law of Contract from the civil court and there is an element of election for the party to approach appropriate forum, considering the nature of the relief he is seeking. In the decision reported in Dwarka Prasad Agarwal (D) by Lrs. and Another Vs. Ramesh Chandra Agarwala and Others [2003 (7) TMI 481 - SUPREME COURT], the Honble Supreme Court while considering the question of jurisdiction for the civil court in a dispute in-between Directors of a company in a suit for eviction and permanent injunction, alleging illegal dispossession from a printing press, referring to the provisions contained in Sections 9 and 10 of the Companies Act, it was held that the above provisions do not oust the jurisdiction of the civil court. The exclusion of the jurisdiction of the civil courts to entertain a civil cause cannot be assumed unless a particular statute contains an express provision to that effect or leads to a necessary and inevitable implication of that nature. Merely because the Companies Act provides for certain remedies it cannot be said that the jurisdiction of civil courts to deal with a case brought before it in respect of some of the matters covered by the Act is barred - the prerequisites to approach the Company Law Board and for grant of an effective remedy under the Companies Act are not available in the present case. The appellant is seeking a relief against all the remaining Directors of the company against a past transaction, which does not amount to a continuing wrong. Therefore, an effective remedy is available to her only before the civil court, for which there is no specific ouster in the Companies Act. Moreover when the appellant can invoke her statutory rights under the Company Law as well as the rights under the common law, she has got every freedom to elect the forum which is more appropriate. The suit filed by her cannot therefore be dismissed as not maintainable. As the suit was dismissed on a preliminary issue, the same is remanded to the court below for further proceedings - appeal allowed.
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