TMI Blog2018 (10) TMI 774X X X X Extracts X X X X X X X X Extracts X X X X ..... might vote, which would, in turn, allegedly affect the interest of the defendant no. 1 company. Such cause of action, even if existent, would in the opinion of the Court be far too remote to entitle the plaintiff to get an injunction as sought for, more so in the nature of a derivative claim. Moreover, the present attempt borders on forum-shopping, since having failed to obtain a relief in a previous proceeding which went up to the Supreme Court where it was held that the plaintiff did not have qualifying shareholding in the defendant no. 11 company and other companies, the present attempt of the plaintiff at obtaining a related relief is improper, to say the least. Although the Supreme Court added a rider, while dismissing the appeals of the plaintiff previously, that the dismissal of those appeals would not stand in way of the present plaintiff (appellant therein) taking steps in appropriate proceeding in accordance with law, the present interlocutory application cannot be termed exactly as an ‘appropriate proceeding in accordance with law’, sufficient to entitle the plaintiff to the reliefs prayed for. Moreover, there is substance in the contention of the respondent no. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... defendant No. 11 Company to a stranger Company, by way of a scheme of demerger between respondent No. 11 Company and one Ultra Tech Cement Limited, the primary profit-earning section of defendant No. 11 is being sought to be shifted to the said stranger Company, to the detriment of the interest of defendant No. 11. It is argued that the defendant Nos. 2 to 10 and 12 to 18, in particular, defendant Nos. 2 and 3, are the controlling share holders in Ultra Tech, the stranger Company mentioned above, and, in an oblique manner, are trying to use such scheme as proposed to affect adversely the interest of defendant No. 11-Company, in favour of the Stranger Company. Learned Senior Counsel appearing for the plaintiffs/petitioners argues that the plaintiff, for the first time, learnt of such proposed scheme from a newspaper publication dated September 21, 2018, whereby it was notified that, by an order dated September 12, 2018 the National Company Law Tribunal (NCLT), Mumbai, had directed a meeting to be held of the equity share holders and preferential share holders of the second applicant Company (Ultra Tech) for the purpose of considering, and if thought fit approving, with or without ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... argued, the present application is mala fide and ought to be dismissed. Learned Senior Counsel for the defendant no. 1 further submits that the scope of the suit, if read in proper perspective, is entirely different from the prayers of the present interlocutory application. In the suit, a previous scheme was challenged and consequential reliefs were claimed. The proposed scheme in respect of which orders are being sought in the present application does not find any mention in the plaint and as such, the interlocutory application itself is beyond the purview of the suit itself. It is further argued that the well settled principle of law is that civil courts do not readily interfere with the indoor management of a company. Learned Senior Counsel cites a judgment reported at 2014 SCC Online Cal 19639, where a co-ordinate bench of this Court had observed that the appellate court therein had completely ignored the doctrine of indoor management and that courts are loathe to interfere with the internal matters of bodies corporate and societies unless a manifest case of injustice or fraud is made out. It is argued that since no such case has been made out by the plaintiff, the inter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansol Electric Supply Co. and Ors. Vs. Chunilal Daw and Ors.) that the ouster of jurisdiction of civil court is not readily inferred unless a statement by express provision or by necessary implication ousts such jurisdiction. The said judgment was rendered in the context of Sections 397 and 398 of the Companies Act, 1956. It is, thus, submitted that the present action is not barred by Section 430 of the Companies Act, 2013 since it is not a class action as is envisaged in Section 245 of the said Act but is in the nature of a derivative action in the interest of the majority shareholders. Upon considering the rival contentions of the parties, it appears that in the event the plaintiff as a shareholder of the defendant no. 11 company, was to participate in the voting for demerger, which is under challenge, the plaintiff would wield little or no power to exercise an option worth the name, in view of the shareholding of the plaintiff in defendant no. 11 company being only 0.06%. As such, the effect of the interlocutory orders prayed for, if granted, would confer upon the plaintiff a benefit with the blessings of the Court, which the plaintiff could not otherwise get in accordance wi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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