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2018 (12) TMI 963 - HC - Companies LawCLB power to pass orders u/s 10 CPC - Held that:- Whether the acts committed by respondent No.2 would be dealt with as the acts in pursuance to the MOU or qua oppression to cause prejudice to the petitioner and the Company. If the acts noticed were independent of the MOU executed, then the allegations would squarely fall within Sections 397 and 398 of the Companies Act, 1956. If not, then it would be mere breach of the MOU and would not be covered under Sections 397 and 398 of the Companies Act. Tribunal further held that if tomorrow this court were to uphold the validity of the MOU in the suit, then the appellant would obviously not be entitled to any reliefs sought now. Based on these aspects, the Tribunal held that the subject matter before this court in the suit and before the Tribunal was the same and the parties were the same. Hence, the Tribunal exercised its discretion and stayed further proceeding in the petition. It is clear from the nature of pleadings in the petition and in the suit that there is commonality of facts running through two matters. The crux of the issue is the MOU dated 09.11.2011 under which the parties have taken steps. If the MOU is upheld, the steps taken by respondent No. 2 would be in terms of the MOU. If for some reason the MOU is struck down then the issue about oppression and mismanagement would arise for consideration. The issue of legality and validity of the MOU dated 9.11.2011 is pending in the civil suit. The impugned order has rightly stayed the proceedings before the CLB under principles akin to section 10 of CPC. The view taken in the impugned order appears to be a plausible view. Accordingly, no reason to interfere in the present appeal
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