9911796707
TMI Blog2024 (6) TMI 963X X X X Extracts X X X X X X X X Extracts X X X X ..... peal) under Order VII Rule 11 (a) and (d) read with Section 151 of The Code of Civil Procedure, 1908, for rejection of plaint. By the impugned order, the learned Trial Court allowed the application filed by the defendants and directed for return of the plaint for filing before a proper forum. 3. The appellant before us was the plaintiff and the respondents were the defendants in the Trial Court. 4. Learned counsel appearing for the appellant assails the impugned order on the ground that Section 430 read with Sections 58 and 59 of The Companies Act, 2013, would have no application to the facts of the case contrary to what was held by the Trial Court. Counsel submits that the prayer for re-transfer of the shares from the respondents to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dents have paid only a part of this amount i.e., Rs. 19,37,50,700/-; the balance of Rs. 67,00,000/- remains outstanding as on date. 7. The appellant says that the respondents fraudulently transferred the shares of the appellant in their names without making payment of the balance consideration and also removed the appellant as Director before taking over the control of the Company. The appellant was therefore constrained to file O.S. No. 476 of 2018 in the learned City Civil Court at Hyderabad for mandatory injunction and for re-transfer of 10,197 shares in M/s. Sandhya Hospitality Private Limited (formerly M/s. Sunbeam Hospitality Private Limited). The impugned order rejecting the plaint was passed on the respondents' application leading ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onciliation Act, 1996. 12. Counsel for the respondents, on the other hand, resists the proposal on the ground that the appellant cannot carry such application on his own without the other parties to the SPA. 13. We cannot accept the objection raised on behalf of the respondents since the question whether all the parties to the SPA are before the Court in the application filed under Section 11 of The Arbitration and Conciliation Act, 1996 for appointment of arbitrator may only be gone into at the time of hearing of the application as and when it is filed. It would be unwarranted to limit the options available to the appellant at this stage of the proceedings. We accordingly are of the view that the appropriate Court will decide the fate of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anted 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." Section 430 constitutes a bar on a Civil Court from entertaining any suit, the subject matter of which is within the determination of the NCLT/NCLAT. This would be clear from the section itself. The object of Section 430 was to demarcate the zones of adjudication between Civil Courts and NCLTs/NCLATs. 18. Section 58 of The Companies Act, 2013, deals with refusal of registration by private and public Companies to register the transfer of securities and provides for appeal by a transferee to the Tribunal against s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... registration of transfer/transmission by the Company or rectification of the register or even directing the Company to pay damages to the aggrieved party. 23. It is also significant that the respondents objected to the applications filed by the other shareholders before the NCLT under Section 244 of The Companies Act, 2013 on the ground that the said shareholders do not fulfill the eligibility criteria for filing the Company Petition under Sections 241 and 242 read with Section 59 of The Companies Act, 2013. The conduct of the respondents before this Court and before the NCLT, Hyderabad Bench (although in respect of the other shareholders to the SPA) is therefore one of approbation and reprobation. 24. The respondents' arguments of the NC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e facts in Shazia Rehman v. Anwar Elahi 2023 SCC OnLine Del 4807 before the Delhi High Court are similar to those before this Court and assist the appellant. A Division Bench of the Calcutta High Court, in Phool Chand Gupta v. Mukesh Jaiswal 2023 SCC OnLIne Cal 1812 held that the NCLT would not have jurisdiction to decide on a serious enquiry with regard to fraud. Shashi Prakash Kemka v. NEPC Micon Ltd. (2019) 18 SCC 569 was specifically on the exercise of power under Section 59 of The Companies Act, 2013 (Section 111A of the earlier Act of 1956) where the appellants before the Supreme Court were relegated to a civil suit. In that case, the dispute was not with regard to the forum which would exercise jurisdiction on the subject matter of t ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
