THE HONOURABLE SRI JUSTICE B.PRAKASH RAO C.R.P.5404 OF 2010 ORDER: The petitioner, who is the defendant in the suit filed by the respondents herein, invokes jurisdiction of this Court under Article 227 of the Constitution of India, by way of this revision, inter alia, seeking to assail the correctness of the order in dismissing the application filed by him purportedly under Order 7 Rule 11 of the Code of Civil Procedure seeking to reject the plaint, as per the orders in I.A.No.1554 of 2009 in O.S.No.608 of 2008, dated 10-11- 2010, on the file of the XIII Senior Civil Judge-cum-Fast Track Court at Secunderabad. Heard Sri Ashok Anand Kumar, learned Counsel appearing for the petitioner and Sri D.Hanumantha Rao, learned counsel appearing for the respondents and at their request, the main revision itself is taken up for disposal at the admission stage. Briefly, the events which led to filing of the present application by the petitioner in the Court below are, that the respondents herein, the plaintiffs in the suit in O.S.No.608 of 2008 in the Court below wherein they sought for perpetual injunction restraining the petitioner defendant etc., from interfering with their possession and enjoyment of the plaint schedule property, during the subsistence of the lease period i.e., up to 22-3-2015. The suit property consists of the premises bearing No. 169, Lal Bungalow admeasuring to an extent of 8000 sq. yards or Ac.5-92 cents at New Bowenpally, Airport road, Secunderabad. The case of the plaintiffs, as per the allegations contained in the plaint are, that the plaintiffs are the lessees of the suit schedule property, which originally belong to Raj Kishanji Pershad and Prem Kishanji Pershad. In the year 2004 when the bungalow was in a dilapidated condition, it was taken on perpetual lease by the defendant. However, since the defendant had no funds to repair or renovate the existing structures, which was totally in a dilapidated and inhabitable condition, approached the plaintiffs to provide finance to undertake the above said works, and it was agreed that the defendant shall lease the said property free of rent for a period of 11 years and all the terms and conditions were reduced to in writing, as per the Memorandum of Understanding dated 23-3-2004. Accordingly, a resolution was also passed on 21-3-2004 delegating the powers by the defendant to its Managing Director for such undertaking. In pursuance of the said transaction, the property was handed over to the plaintiffs on 22-3-2004 itself and they have spent substantial amounts and undertook the repairs. The defendant, as per letter dated 22-9-2004 confirmed about the Memorandum of Understanding dated 23-3-2004 and requested for execution of the lease. However, in spite of the same, it is alleged that the defendant was trying to interfering and threatening to dispossess the plaintiffs whereupon the plaintiffs gave a police complaint on 29-11-2008 before the S.H.O, Bowenpally Police Station, Secunderabad. Hence, the suit. During the pendency of the suit, ad-interim injunction was obtained as against which an appeal seems to have been preferred before the appellate Court. Meanwhile, a transfer application was also made unsuccessfully apart from challenge to the said injunction order by way of a writ petition. Shorn of all other details as the same are not necessary for the purpose of deciding the present proceedings, the petitioner has filed the application under Rule 11 of Order 7 of the Code of Civil Procedure for rejection of the plaint mainly contending that the very Memorandum of Understanding, on which the reliance is placed by the plaintiffs is hit by Sections 25 and 27 of the Contract Act and the disputes between the parties necessarily had to be decided by the Company Law Board under the provisions of the Companies Act, 1956, and there being a bar for entertainment of any suit, the same is not liable to be maintained. That apart, the plea was also raised that the Memorandum of Understanding requires registration under Section 17 of the Registration Act and the failure of which would not in any way confer any right. The suit also, according to the petitioner suffers for non-joinder of the necessary parties. The application was contested by the respondents denying about the applicability of the provisions as referred to and stating that the respondents are in possession and enjoyment and no case has been made out to warrant the rejection of the plaint in exercise of powers under Rule 11 of Order 7 of the Code of Civil Procedure. Further, it was also pointed out that two civil suits are already pending in O.S.No.201 of 2009 and O.S.573 of 2009, on the file of the XII Junior Civil Judge, City Civil Court, Secunderabad and hence the application is liable to be dismissed. The Court below by taking into account the respective submissions did not find favour and dismissed the application mainly on the ground that all these questions as sought to be urged can form part of the enquiry during the regular trial in the main suit and the petitioner has not made out any grounds to warrant rejection. In support, the learned counsel appearing for the petitioner sought to refer the provisions of Sections 402, 397 and 398 of the Companies Act apart from Section 10 of the Companies Act 1956. Section 402 of the Companies Act contemplates the powers of the Tribunal, the expression of which has been substituted by the Company Law Board in the proceedings initiated under Section 398 and 398 of the said Act. Section 397 provides for a relief in case of oppression whereas Section 398 provides for a relief in case of mismanagement. No doubt, the institution as such is stated to be a registered company under the Companies Act, however, it is to be seen as rightly observed by the Court below that the pleas which are now sought to be urged in the defense mainly surrounds around the validity of the Memorandum of Understanding as being hit by Sections 25 and 27 of the Contract Act and also the consequence of its non-registration. The suit as has been filed and framed is one for bare perpetual injunction. There is no denial about the aforesaid transaction under the Memorandum of Understanding dated 23-3- 2004 which contemplated delivery of possession to the plaintiffs and run the show by taking care of the property by attending to the repairs etc. Though, the petitioner stated to be a lessee from the original owners, but however, it had already parted with possession under the said Memorandum of Understanding, and according to the plaintiffs, they have attended repairs and constructions by spending substantial amounts. Most of these facts are sought to be denied by the petitioner, however, these are all aspects which necessarily require an enquiry and trial where both sides can establish their case by proper evidence, which can be appreciated later for coming to an apt conclusion. Except a bare mentioning about the power under the provisions of the Companies Act, nothing has been pointed out by the learned counsel as to how the relief as sought i.e., for perpetual injunction in the event of establishing any interference with the possession and enjoyment of the plaintiffs, would fall within the parameters of the reliefs contemplated under the provisions of Companies Act. Neither the complaint made against nor the relief as sought for consequently falls within the mischief of Sections 397 and 398 of the Companies Act. For convenience sake, both the said provisions are extracted herein: “397. Application to [Tribunal] for relief in cases of oppression.- (1) Any member of a company who complain that the affairs of the company [are being conducted in a manner prejudicial to public interest or] in a manner oppressive to any member or members (including any one or more of themselves) may apply to the [Tribunal] for an order under this section, provided such members have a right so to apply in virtue of section 399. (2) If, on any application under sub-section (1), the Court is of opinion- (a) that the company's affairs [are being conducted in a manner prejudicial to public interest or] in a manner oppressive to any member or members; and (b) that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the making of a winding-up order on the ground that it was just and equitable that the company should be wound up, the [Tribunal] may, with a view to bringing to an end the matters complained of, make such order as it thinks fit. 398. Application to [Tribunal] for relief in cases of mismanagement.- (1) Any members of a company who complain- (a) that the affairs of the company [are being conducted in a manner prejudicial to public interest or] in a manner prejudicial to the interests of the company; or (b) that a material change not being a change brought about by, or in the interests of, any creditors including debenture holders, or any class of shareholders of the company) has taken place in the management or control of the company, whether by an alteration in its Board of directors, [***] [or manager], [***] or in the ownership of the company's shares, or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely that the affairs of the company [will be conducted in a manner prejudicial to public interest or] in a manner prejudicial to the interests of the company, may apply to the [Tribunal] for an order under this section, provided such members have a right so to apply in virtue of section 399. (2) If, on any application under sub-section (1), the [Tribunal] is of opinion that the affairs of the company are being conducted as aforesaid or that by reason of any material change as aforesaid in the management or control of the company, it is likely that the affairs of the company will be conducted as aforesaid, the [Tribunal] may, with a view to bringing to an end or preventing the matters complained of or apprehended, make such order as it thinks fit.” The aforesaid provisions specifically take care of remedial measures in case of oppression and mismanagement. Further, under Section 397, it is the affairs of the company or an act of winding up, which meddles with the substantive rights resulting into any availing of such remedy. Under Section 398, again it takes care of a situation of mis-management in the affairs of the company. Therefore, the present case on hand where the facts give totally a tell tale different story, which has no parlance to the situation as contemplated in either of the provisions, cannot be said to be a bar. It is well established principle of law that Civil Courts will have normally every jurisdiction to entertain the suit of every nature. It is only with a very specific act created or provided for in a statute, which takes away the jurisdiction of the civil Court, especially the relief of perpetual injunction as contemplated under Section 34 of the Specific Relief Act would not in any way come within the mischief of the reliefs or remedies as contemplated either under the aforesaid provisions or any other provisions of the Companies Act. Hence, prima facaie, it can safely be held that the suit as has been filed and framed is not maintainable or barred under the provisions of the Companies act. A Division Bench of this in T.N.Khambati and other Vs. Government of A.P[1] of which I am a party while considering the scope of the provisions under Rule 11 of the Order 7 of the Code of Civil Procedure, specifically held that all objections which forms part of the regular enquiry or trial, cannot be a ground for invoking the provision. In the above said circumstances, I do not find any merit in the above revision and the petitioner has failed to make out any case for rejection of the plaint as contemplated under Rule 11 of Order 7 of the Code of Civil Procedure. The Civil Revision Petition is accordingly dismissed. However, it is made clear that any of the observations made in this revision would not in any way come against the parties at the time of final disposal, after a regular trial. No costs. _________________ (B.PRAKASH RAO,J) Date:4-3-2011 grk [1] 2004 (6) ALD 243 (DB)