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Issues Involved:
1. Cause of action and territorial jurisdiction. 2. Jurisdiction of civil court vs. Company Law Board. 3. Allegations of fraud and mismanagement. 4. Applicability of specific legal provisions and precedents. Summary: 1. Cause of Action and Territorial Jurisdiction: The revision petitioner/first defendant filed an application u/s Order 7, Rule 11 of the CPC to reject the plaint on the grounds of no cause of action and lack of territorial jurisdiction. The respondent/plaintiff argued that the entire cause of action occurred in Chennai, making the suit maintainable in the City Civil Court, Chennai. The trial court found that there was a cause of action for the plaintiff to file the suit in Chennai, as the plaintiff was removed from the directorship by a resolution passed in Chennai. 2. Jurisdiction of Civil Court vs. Company Law Board: The revision petitioner contended that the civil court has no jurisdiction due to the provisions of sections 111, 397, and 398 of the Companies Act, 1956, which provide remedies for issues like mismanagement and oppression. The petitioner argued that the Company Law Board and the High Court have exclusive jurisdiction over such matters. However, the respondent/plaintiff maintained that civil courts have jurisdiction to try all suits of civil nature unless expressly barred, as per section 9 of the CPC. The trial court held that the civil court has jurisdiction in this case. 3. Allegations of Fraud and Mismanagement: The respondent/plaintiff alleged fraudulent removal from the board of directors, fraudulent filing of Form 32, and unauthorized transfer of shares by the first defendant. The plaintiff sought a declaration that the resolutions passed in the annual general meeting were illegal, void, and inoperative. The trial court found that these allegations of fraud, misrepresentation, and suppression of material facts require adjudication by a civil court. 4. Applicability of Specific Legal Provisions and Precedents: The revision petitioner cited various judgments to support their contention that the civil court's jurisdiction is ousted. However, the trial court noted that many of these decisions were from other High Courts and earlier in time compared to the Supreme Court judgments cited by the respondent/plaintiff. The Supreme Court judgments emphasized that civil courts have jurisdiction unless expressly barred and that issues involving fraud and misrepresentation require civil court adjudication. Conclusion: The High Court dismissed the revision petition, affirming the trial court's decision that the civil court has jurisdiction to adjudicate the issues raised in the plaint. The allegations of fraud, misrepresentation, and suppression of material facts necessitate a trial in the civil court. Consequently, the connected miscellaneous petition was also dismissed, with no costs.
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