JAYASIMHA BABU, J. - (1.) THE petitioner has sought a declaration that he has not vacated the office of the director of the respondent-company. THE petitioner's case is that he has not absented himself from three consecutive meetings of the board of directors or of all meetings of the board of directors for a continuous period of three months as no notice of the meetings was given to the petitioner. THE removal of the petitioner from his office as director by the respondent-company on the ground of absence from three consecutive meetings of the board under section 283(1)(g) of the Companies Act is, therefore, said to be illegal. Learned counsel for the petitioner submitted that the court as the company court under section 10 read with section 2(11) of the Companies Act is the only court competent to grant the relief as the registered office of the company is within the jurisdiction of this court.
(2.) THE action of the respondent-company in depriving the petitioner of his status as director is, according to the petitioner illegal and is contrary to the provisions of section 283 of the Act. Counsel for the company raised a preliminary objection regarding the maintainability of the petition and submitted that though the High Court is the company court, this petition is not maintainable as the jurisdiction in respect of matters covered by section 283 of the Act has not been specifically conferred on this court. Counsel referred to several other provisions of the Act including sections 433, 391, 394, 633, 100 and 235 of the Act in support of this submission that wherever Parliament intended to confer power on the court referred to in section 10 in relation to the matters dealt with in several provisions of the Act, it has taken care to state so specifically. Counsel also referred to the Companies (Court) Rules framed by the Supreme Court in exercise of its powers under section 643 of the Act more particularly rules 10 and 11 and pointed out that section 283 is not of the provisions referred to in any of the sub-clauses of rule 11(a).Learned counsel for the petitioner, on the other hand, contended that under the scheme of the Companies Act, jurisdiction is conferred on the company court, the Central Government and the Company Law Board. Jurisdiction in respect of matters enumerated in section 11(2) can be delegated to District Courts. THE matters covered under section 283 are not specified as falling within the jurisdiction of the Central Government or the Company Law Board nor delegated to the District Courts. Counsel, therefore, submits that it is this court alone which can have jurisdiction in relation to all matters covered by various provisions of the Companies Act in relation to companies except to the extent such jurisdiction has been conferred on the Central Government and the Company Law Board or delegated to the District Court. Learned counsel for the petitioner submitted that the civil courts do not have jurisdiction to entertain disputes of the nature now brought before the court by the petitioner. According to him, the civil court's jurisdiction is curtailed by reason of the provisions of the Companies Act, which is a special enactment, and which has created a special forum for the adjudication of disputes concerning companies. In support of his submissions, learned counsel for the petitioner referred to the decision rendered by a learned single judge of the High Court at Bombay, in the case of Vitthalrao Narayanrao Patil v. Maharashtra State Seeds Corporation Ltd. 1990 (68) CC 608. That case came up before the court by way of a revision petition against an order of the civil court, which had entertained a suit in relation to a matter dealt with by section 283 of the Companies Act. The learned judge took the view that it is essentially the jurisdiction of the High Court to entertain any dispute in respect of the affairs of the company, except such disputes in respect of which, power has explicitly been conferred on the District Court by the Central Government.Learned counsel also relied upon another judgment rendered by a learned single judge of the High Court at Andhra Pradesh, in the case of Nizambad Corn Products (P.) Ltd. v. Vasudev Dalia 1992 (3) ALT 303. That again was a case which came up before the court, not by way of any proceedings initiated in the company court, but by way of an appeal preferred against an order of temporary injunction granted by a civil court in relation to the resolutions passed at the general body meeting of a company. The court therein relied upon section 10(1)(a) of the Act, for its conclusion that since section 283 of the Act is not one of the sections in respect of which jurisdiction has been conferred on the civil court, the civil court has no jurisdiction to entertain a suit with regard to removal of directors by resolutions passed at the annual general meeting. With respect, I am unable to agree with the reasoning contained in these two decisions relied upon by learned counsel for the petitioner.
(3.) THE view taken therein that the jurisdiction of the civil court is curtailed in relation to all matters concerning companies, solely because the High Court is constituted the company court, is not supportable by any of the statutory provisions either in the Companies Act or in the Code of Civil Procedure. Section 9 of the Code of Civil Procedure is couched in the widest possible terms ; that section reads thus : "Courts to try all civil suits unless barred.--THE courts shall (subject to the provisions herein contained) have jurisdiction to try all suits of a civil nature excepting suits of which their cognizance is either expressly or impliedly barred." * ;