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2020 (9) TMI 851 - HC - Companies LawJurisdiction - elections to the Board of Directors (APEX Council) of a company - allegations of oppression and mismanagement - wrongful appointment of an Ombudsman in violation of Articles of Association - Whether adjudication can be done by a civil court or whether jurisdiction vests exclusively with the National Company Law Tribunal (NCLT)? - Section 430 of the Companies Act, 2013. HELD THAT:- What emanates from the preceding arguments and on consideration of the comparative chart presented, is that sections 241, 242 and 244 of the Companies Act deal with all the issues which have been raised in the suit. The NCLT has been specifically conferred powers to address grievances relating to the affairs of the company, which may be prejudicial or oppressive to any member of the company, or for issues of appointment of directors. The appointment of an Ombudsman, would also form a part of the conduct and management of the affairs of the company. The Supreme Court has held in SHASHI PRAKASH KHEMKA (DEAD) THROUGH LRS. AND ANOTHER VERSUS NEPC MICON (NOW CALLED NEPC INDIA LTD.) AND OTHERS [2019 (2) TMI 971 - SUPREME COURT] that the scope of Section 430 is vast, and jurisdiction of the civil court is completely barred when the power to adjudicate vests in the Tribunal. As has been held in VIJI JOSEPH VERSUS P. CHANDER, ESWARAN ANNAMALAI, THE PRESIDENCY CLUB, , M/S P. SRIRAM & ASSOCIATES, , M/S NSDL LIMITED,, INTEGRATE REGISTRY MANAGEMENT SERVICES PVT. LTD., TARUN KUMAR BAGGA, K. GOPAL, T.K. SRINIVASAN, SANKARAIAH, CHIRAG BATAVIA, CHARI RAMESH, SANJAI SHANKAR, DR. S. RAMACHANDRAN, RAMESH JAGTIANI AND THE PRESIDENCY CLUB, REP., BY ITS HONY. SECRETARY VERSUS P. CHANDER, ESWARAN ANNAMALAI [2019 (12) TMI 395 - MADRAS HIGH COURT], the issue of election to the Board of Directors would be amenable to jurisdiction of the NCLT. The issue is the same in the present suit. Likewise, the lis and grievances raised in the suit can be agitated only before the NCLT. A civil court would have no jurisdiction. As far as the specific allegation apropos the manner in which the Ombudsman was appointed are concerned, it too, is an issue which will come within the ambit of Tribunal i.e. appointment of people who would conduct the affairs of the company/the management. The video recording of the manner of appointments at the AGM in question, could well be examined by the NCLT. That being the position, the issue of maintainability ought to have been determined first by the trial court. It did not have jurisdiction to entertain the suit. Appeal allowed.
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