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Issues Involved:
1. Maintainability of the suit. 2. Civil court jurisdiction in view of the Companies Act. 3. Proper publication u/r 8 of O. 1, CPC. 4. Competence of plaintiffs to challenge the validity of meetings and resolutions. 5. Proper valuation of reliefs. Summary: 1. Maintainability of the Suit: The court examined whether the suit was maintainable, considering three alternate grounds presented by the petitioners: - The Companies Act as a complete and self-contained code, excluding the jurisdiction of ordinary courts. - The rule in Foss v. Harbottle [1843] 2 Hare 461, which prevents courts from interfering with the internal management of a company. - Complaints against oppression and mismanagement should be addressed to the company court or the Central Government, not civil courts. The court rejected the contention that the Companies Act is a complete and self-contained code, noting the historical development of company law and the fact that the Act does not codify the entire law on the subject. The court also highlighted that the Companies Act is a consolidating statute, not a codifying one. 2. Civil Court Jurisdiction: The court held that the jurisdiction of civil courts is not ousted by the Companies Act. The Act provides specific remedies but does not exclude the jurisdiction of ordinary courts. The court emphasized that the provisions of Chap. VI of the Act, which deal with oppression and mismanagement, do not exclude other remedies available to minority shareholders. 3. Proper Publication u/r 8 of O. 1, CPC: The learned subordinate judge held that issue No. 22 could not be tried as a preliminary issue. This indicates that the court did not find it appropriate to address the issue of proper publication at the preliminary stage. 4. Competence of Plaintiffs to Challenge Validity of Meetings and Resolutions: The court recognized that minority shareholders have the right to bring a representative action to enforce the rules governing the conduct of the company's affairs. The court cited exceptions to the rule in Foss v. Harbottle [1843] 2 Hare 461, allowing minority shareholders to sue in cases of ultra vires acts, fraud, and oppression. 5. Proper Valuation of Reliefs: The court did not specifically address the issue of proper valuation of reliefs in detail, but it upheld the subordinate judge's decision to proceed with the suit, implying that the reliefs were properly valued. Conclusion: All three points urged by the petitioners failed, and the court dismissed the C.R.P. without any order as to costs. The judgment affirmed the maintainability of the suit, the jurisdiction of civil courts, and the competence of the plaintiffs to challenge the validity of meetings and resolutions.
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