V.K. Jhanji, J. - (1.) THIS civil revision has been filed against order dated 3.11.2001 passed by Civil Judge (Sr. Division), Jallandhar whereby application of the petitioners under Order VII Rules 1 and 11 read with Section 151 of the Code of Civil Procedure for rejection of plaint was dismissed.
(2.) SUCCINTLY slating, facts of the case are that M/s. Standard Electricals Limited was originally incorporated on 10.1.1958 as 'Indo Asian Traders Private Limited' under the Indian Companies Act, 1956. Firstly, its name was changed to M/s. A.I. Switchgears Ltd. and again to the present name, M/s. Standard Electricals Limited. The Company is presently engaged in business of manufacture and marketing of electrical switchgears. The authorised share capital of the Company is stated to be Rs. 6 Crores and its one share is worth Rs. 10/ -. It was being run by Mr. J.K. Gupta and Mr. J.M. Goyal till 1994 when the Company transferred its share to the extent of 60 per cent to M/s. Havell India Limited (for short H.I.L.) and 40 per cent of shares remained with it. Memorandum of Association and Articles of Association according to the aforesaid shares were prepared and got registered with the Registrar of Companies, Panjab, H.P. & Chandigarh on 26.9.1994. Article No. 91 of Memorandum of Association provides that the Board of Directors M/s. Standard Electrical Limited shall consist of 5 Directors, out of which the H.I.L. and its nominees shall be entitled to three nominee's Directors and the remaining two Directors shall be the nominees of Mr. J.K. Gupta and his nominees. It further provides that both H.I.L. and Mr. J.K. Gupta, nominees would be engaged in the management of the Company. The quorum of the meeting of the Board of Directors was provided under article 5 and according to it, quorum in any meeting of the Board of Directors shall be minimum 1 nominee Director of H.I.L. and its nominees and one nominee Director of Mr. J.K, Gupta and his nominees and it was also agreed that all matters shall be decided by majority vote. Mr. Anil Gupta became the Managing Director of the Company and Mr. J.K. Gupta, its Chairman and other Directors were Mr. J.M. Goyal, Mr. Rajesh Gupta and Mr. Ameet Gupta. The Company was run smoothly till 2000 but in 2001, it appears from the record that some differences arose between the share -holders of the Company. A Company Petition No. 62 of 2001 came to be filed by H.I.L. against the present respondents under Section 397 and 398 of the Companies Act before the Company Law Board, Principal Bench, New Delhi wherein petitioners herein alleged that respondents who are in minority have deliberately and wilfully committed acts of oppression against the petitioners who are in majority and thus prayed for redressal of acts of oppression and mismanagement. Mr. J.K. Gupta and Mr. J.M. Goyal also filed a civil suit against Mr. Rajesh Gupla and others in the Court of Civil Judge (Senior Division), Jalandhar wherein they sought declaration to the effect that the alleged resolutions said to have been passed by circulation dated 4.10.2001 are illegal, void ab initio being opposed to the articles of association of defendant No. 5 and the provisions of Indian Companies Act and as such the same are not binding upon them as well as defendant No.6 with consequential relief of permanent injunction staying operation of the alleged resolutions and for restraining defendants No. 1 to 3 from passing such resolutions even in future. It was alleged in the paint that the defendants while sitting at Delhi started entertaining mala fide intentions to grab the Company and to oust the plaintiffs from its management and with that idea in mind and resolutions dated 3.10.2001 came to be passed wherein one of the decisions taken was that the bank account shall be jointly operated by any one person from category A consisting of Mr. J.K. Gupta, Chairman and Mr. J.M. Goyal, Director along with the persons mentioned in category B consisting of Mr. Anil Gupta, Managing Director and category C consisting of Mr. Satish Kumar Singal, Assistant General Manager, Finance and Company Secretary. Another resolution was passed on 4.10.2001 in regard to appointment of Senior President and Assistant General Manager, Finance and Company Secretary whereby Mr. Bhim Raj Tayal was appointed as Senior President of the Company on deputation and Mr. Satish Kumar Singal as Assistant General Manager, Finance & Company Secretary of the Company. Both these resolutions have been allegedly passed as a measure of oppression by the majority shareholders over the minority shareholders and without any authority and also against the provisions of Memorandum of Association.
(3.) DEFENDANT No. 4 filed an application in the Court of Civil Judge (Senior Division), Jalandhar where the suit is pending under Order 7 Rules 10 and 11 read with Section 151 of the Code of Civil Procedure for rejection of plaint inter -alia contending that the jurisdiction of Civil Court is expressly and impliedly barred under the law of Indian Companies Act 1956 especially when Company Petition filed by the applicants is pending before the Company Law Board. Upon contest by the plaintiffs, trial Court held that no section of the Companies Act was quoted by counsel for the applicants under the Companies Act whereby jurisdiction of Civil Court is expressly barred to try the Civil suit and thus dismissed the application. Hence, this civil revision.;