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TMI Blog2022 (1) TMI 1076X X X X Extracts X X X X X X X X Extracts X X X X ..... the dismissal of their applications under order VII Rule 11 (d) of the CPC seeking rejection of the plaints on the ground that the suits have barred by law. 2. The prayer in the Suits is for a declaration that certain Sale deeds, dated 05.09.2013, 07.10.2013 and 14.02.2014 under which the properties of the Company were sold to third parties are invalid and not binding on the plaintiffs. The Companies, the majority Directors of the Companies and the alienees are the defendants in the Suits. Parallel proceedings were also launched before the Company Law Board complaining the oppression and mismanagement in C.P. No.171 of 2016. 3. Upon constitution of the National Company Law Tribunal, the proceedings were transferred to the National Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reduction of its share capital; (d) restrictions on the transfer or allotment of the shares of the company; (e) the termination, setting aside or modification, of any agreement, howsoever arrived at, between the company and the managing director, any other director or manager, upon such terms and conditions as may, in the opinion of the Tribunal, be just and equitable in the circumstances of the case; (f) the termination, setting aside or modification of any agreement between the company and any person other than those referred to in clause (e): Provided that no such agreement shall be terminated, set aside or modified except after due notice and after obtaining the consent of the party concerned; (g) the setting aside of any tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve been launched by the respondents, the respondents cannot resort to a Civil Suit which is barred by under Section 430 of the Companies Act, 2013. Section 430 of the Companies Act reads as follows; "430.Civil Court not to have jurisdiction- 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 any other law for the time being in force and no injunction shall be granted by any court or other authority in respect of any action taken or to be taken in pursuance of any power conferred by or under this Act or any other law for the time being in force, by the Tribunal or the Appellate Tribunal. " 6. A ve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... termination, setting aside or modification of any agreement between the Company and any person other than those referred to in Clauses (e). The proviso to clause (f) would impose a condition that the National Company Law Tribunal or the National Company Law Appellate Tribunal will have to obtain a consent of the party before cancelling the agreement or transaction is entered into. Therefore, setting aside the transaction without consent of the parties is not possible. Clause (g) which provides for setting aside of transfers, imposes a limitation of three months. If the sale of the property of the company has taken place three months prior to the date of the application under Section 242 of the Companies Act, then the same cannot be set asid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2013 which provide for oppression and mismanagement. 9. Similar view was emphasised by this Court in N.Ramji Vs. Ashwath Narayan Ramji reported in (2017) 83 taxmann.com 146. I am therefore of the considered opinion that the bar enacted under Section 430 of the Companies Act would not extend to the suits that are now pending before the Civil Court. Since the Tribunals under the Companies Act, 2013 are not empowered to decide on the validity of the Sale Deeds in question. 10. The other contentions taken is on the question of valuation. It is settled principle of Law that a person who is not a party to the sale deed need not seek to set aside the sale. He can only seek declaration that the sale is not binding on him. This Court had held so ..... X X X X Extracts X X X X X X X X Extracts X X X X
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