: 1 : vss IN THE HIGH COURT OF JUDICATURE AT BOMBAY CIVIL APPELLATE JURISDICTION CIVIL REVISION APPLICATION NO.32 OF 2010 Suhasini Prakash Kurkure ... Applicant V/s. Aseem Rajan Wagle & Ors. ... Respondents Mr.J. Shekhar for Applicant Mr.Rajeev Matkar for Respondent Nos.1, 2 & 7 CORAM: SMT.NISHITA MHATRE, J. DATED: FEBRUARY 23, 2010 P.C.: 1. The civil revision application has been filed against the decision of the City Civil Court by which it has held that it has jurisdiction to entertain and try the suit filed by the respondent. The plaintiff has filed the suit seeking a declaration that notice dated 24.7.2009 alongwith its annexures issued by the defendants, calling for an extra-ordinary general body meeting is illegal, null and void ab initio. The plaintiffs have also sought a declaration that such a notice has been rendered redundant by the appointment of plaintiff No.2 as a Director of the Company. 2. It is submitted on behalf of the learned advocate that the civil Court has no jurisdiction to entertain such a dispute. He refers to section 10 of the Companies Act where the jurisdiction of the Court is defined. He further draws my attention to section 2(11) of the Companies Act and submits that reading the aforesaid two sections together would indicate that the present suit must be filed before the Company Court and a civil Court would have no jurisdiction. : 2 : 3. The trial Court has in my view rightly held that it does have jurisdiction to entertain and try the suit. It has based its findings on the judgment of the Division Bench of this Court in the case of Santosh Poddar & anr. v/s. Kamalkumar Poddar & Ors., 1992 (3) Bom.C.R. 310. The plaintiffs in the matter before the Division bench had filed a suit in the City Civil Court. A declaration was sought that all meetings of the Board of Directors held after a particular date were illegal, invalid and non-est and therefore binding on the defendant company or the plaintiffs. The plaintiffs also sought a declaration that they continue to be Directors of the defendant Company and therefore the purported cessation as Directors was non-est and void. 4. The Division bench after considering the provisions of section 2(11) and section 10 of the Companies Act observed as follows: “When both these sections are read together it is apparent that whenever in the Companies Act the term ' the Court' is used, the Court which is referred to is the Court as set out in section 10. When under the Companies Act a section refers to an application to a Court on any matter relating to a Company other than an offence under the Companies Act, section 10 provides that the Court having jurisdiction under the Act shall be the High Court, except to the extent to which such jurisdiction is conferred on any District Court by a Notification issued by the Central Government under section 10(2). So that whenever there is any reference under the Companies Act to any proceedings before a Court under that Act, (other than proceedings relating to an offence under the Act) the Court which will have jurisdiction shall be the High Court or, if there is the requisite Notification, the District Court.” 5. The Court then took a conspectus of several judgments of different High Courts including one of a learned Single Judge of this Court in the case of Raosaheb Manilal Gangaram Sindore v. Messrs. Western Indian Theatres Ltd., 64 Bom.L.R. 532, and held thus: : 3 : “21. From the provisions of the Companies Act we do not find anything by which we can infer that the jurisdiction of the Civil Court is ousted. The very fact that section 2(11) is part of the definition clause under the Companies Act under which a Court is defined to mean the Court as prescribed under section 10, clearly shows that whenever the term 'the Court' is used in any section of the Companies Act, the term 'Court' will have to be interpreted with reference to section 10. These sections will have no application where any general civil suit is filed. The definition clause is attracted only when resort is had to a proceeding under the Companies Act under a section which prescribes resort to a Court. Under the Companies Act powers are conferred not only on Courts but also on other authorities like the Company Law Board, the Central Government and the Registrar. Where a power is vested by the Act in a Court, that Court has to be ascertained with reference to section 10. Beyond so specifying the Court competent to deal with such a matter, section 10 cannot be construed as investing the Company Court with jurisdiction over every matter which may arise in respect of a Company or as divesting Civil Courts of their jurisdiction. 22. In the present case although the irregularities in holding meetings or the holding or cesation of the office of a Director may have to be decided with reference to the Companies Act, that Act has not prescribed a forum where such a relief can be sought. In the absence of such prescription, the ordinary Civil Courts are competent to deal with such disputes. Hence the present suits were correctly filed originally in the City Civil Court. 6. In Khetan Industries Private Limited v/s. Manju Ravindraprasad Khetan, AIR 1995 BOM 43, a learned Single Judge of this Court held that a suit for removal of Directors could not be entertained by the civil Court as it was a matter governed by a specific provision contained in the Companies Act. In my view, the judgment in the case of Khetan Industries Limited (supra) cited by the learned advocate for the applicant has no relevance to the present case. In the case before me, the plaintiffs have sought a declaration that a notice issued for holding an extra-ordinary general body meeting is null and void. This is an issue which certainly can be decided by the civil Court of competent jurisdiction as held by the Division Bench of this Court in Santosh Poddar & anr. (supra). 7. Civil revision application is dismissed.