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TMI Blog2005 (10) TMI 569X X X X Extracts X X X X X X X X Extracts X X X X ..... proceedings till disposal of the civil suit filed in O.S. No. 114/2003 on the file of the Court of Subordinate Judge, Tiruppur by the respondent Nos. 3 & 5 for partition of various assets left behind by (late) Palanisamy Naidu, father of the second petitioner and the third respondent. 2. Shri A.K. Mylsamy, learned Counsel appearing for the applicants/respondents, while arguing the application submitted that (late) Palanisamy Naidu during his life time had acquired enormous assets both movable and immovable in Tiruppur and Tiruchy in his name and in the name of the second petitioner, the third respondent and P.Narayanaswamy. The assets acquired by (late) Palanisamy in Tiruchy are managed and looked after by the second petitioner and P.Nara ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pur as well as Tiruchy. The parties can let in evidence and prove the respective claims. If the partition suit is decreed in terms of the prayer made therein, there would not be any necessity to prosecute the present company petition. However, in the event of the present company petition is being proceeded, it would affect the interests of the parties. The parties would neither be prejudiced, if the present proceedings are postponed until the disposal of the civil suit. Therefore, the applicants are seeking an order of injunction restraining the petitioners to the company petition from continuing the present company petition till the disposal of the civil suit in O.S.No. 114/2003 on the file of the Court of Subordinate Judge, Tiruppur. 3. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ese persons. The bar as envisaged in Section 10 of the Code of Civil Procedure, 1908 is not applicable to the present proceedings. There is no provision for granting any injunction restraining the continuance of the legal proceedings. The shareholding pattern in the Company as set out in the company petition has not been pleaded in the civil suit. The Company is not an asset and shareholders have no right over the Company or its property. The shares alone are assets of the shareholder till the company is a going concern. The assets of the Company cannot be the assets of (late) Palanisamy Naidu. Apart from the sons of (late) Palanisamy Naidu, there are several shareholders in the Company. The corporate veil cannot be pierced at the interim s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ners from prosecuting the company petition. 4. I have heard the learned Counsel for the parties. The issue that arises for my consideration is whether the petitioners in the company petition must be injuncted in exercise of the power under regulation 44 of the Company Law Board Regulations, 1991 from prosecuting or continuing the present proceedings till the disposal of the civil suit in O.S. No. 114/2003 on the file of the Court of Subordinate Judge, Tiruppur? It is on record that the Company is a closely held company with most of the members of the family of (late) Palanisamy Naidu being its shareholders. The main grievances of the petitioners alleged in the company petition are in relation to - • Illegal issue of shares of the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ments made in favour of the respondent nos.2, 4 to 19 and rectify the register of members of the Company deleting the names of those respondents; • To declare that the removal of the petitioners from the office of director of the Company is void and illegal; • To declare that the petitioners continue to be directors of the Company; • To declare that the impugned borrowings; the charges and the lease created in respect of the assets of the Company are null and void. • To declare that the annual general meeting of the Company said to have been held on 26.09.2001 is non est and the decisions taken thereon are not binding on the Company; • To declare that the extraordinary general body meeting of the Company said t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssets and businesses of (late) Palanisamy Naidu. Thus, the matters in issue are not substantially the same in both the company petition and the civil suit and the pending proceedings are not for the same matters. The reliefs prayed for in the suit are different from the reliefs claimed in the company petition. The civil court has no jurisdiction to grant the reliefs claimed in the company petition. The two proceedings are not between the same parties or their representatives. All the parties before the CLB are not arrayed as parties to the civil suit in O.S. No. 114/2003 on file of the Court of Subordinate Judge, Tiruppur. There are several shareholders apart from the sons of (late) Palanisamy Naidu, who are not arrayed as parties in the ci ..... X X X X Extracts X X X X X X X X Extracts X X X X
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