IMPORTANT POINT
Court is required to give reasons for its conclusions.

Judgment

Chelameswar, J.

1. Leave granted. Heard Mr. Dushyant Dave and Dr. Abhishek Manu Singhvi, learned senior counsel appearing for the appellants and the respondents respectively.

2. Aggrieved by an order dated 19.02.2015 of the High Court of Gujarat in Civil Application No.14367 of 2014 in Appeal From Order No.548 of 2014 and Civil Application No.222 of 2015 in Appeal From Order No. 548 of 2014, the respondents therein preferred the instant appeals.

3. The respondents herein preferred the above mentioned AFO No.548 of 2014. They were the plaintiffs in Civil Suit No. 652 of 2014. Alongwith the Civil Suit, they filed an interim application seeking certain interim reliefs. The prayer in the interim application is as follows:-

“i) restraining defendant Nos.2 to 9 by an order and injunction from convening and/or holding and/or attending any meeting of the Board of Directors of the defendant company, and/or from voting threat and/or pass any resolution by Circulation, so as to frustrate and/or prevent the holding of EGM requisition by the plaintiffs pursuant to the Notice dated 18th December, 2014 (Ext. H and I hereto).

ii) to order and direct the defendants by themselves, their servant, agents, officers and subordinates by an order and injunction to take all steps and do all things necessary and required under the provision of the Company’s Act, 2013, including for furnishing list of shareholders as requested by the plaintiffs in their requisition notice dated 18.12.2014, so as to ensure, effectuate and facilitate the holding of EGM in accordance with law and as envisaged under the provisions of the Companies Act, 2013 pursuant to the requisition of the plaintiffs dated 18th December, 2014 (Exh. H and I)”

4. From the order dated 29.10.2014 passed by the trial Court on the said application, it appears that the respondents sought an order restraining the appellants herein from attending and voting at a meeting of the Board of Directors scheduled on 13th October, 2014. The trial Court declined to grant the interim relief as sought for. The operative portion of the order reads as follows:

“…….. Therefore, above referred judgments are not applicable in my humble opinion to the present case and therefore, there is no prima-facie case in favour of the plaintiff hence, there is no prima-facie case there is no question of balance of convenience and irreparable loss caused to the plaintiff and hence, further as per law laid down by the Apex Court relied upon by the defendants Ld. Advocate Dr. N.P. Parmar reported in 2009(0) GLHEL-SC-47882 in case of Dilipsing v. State of U.P. Considering the facts that the plaintiff has challenged the issuance of the notice below mark 4/1 and therefore, this suit is itself is premature. Hence, even on this count also the plaintiff is not entitled for equitable relief and therefore, Points No.1 to 3 are accordingly answered in to negative and pass following other for deciding Point No.4.

ORDER

This application Exh.5 is hereby rejected.”

5. Aggrieved by the same, AFO 548 of 2014 came to be filed by the respondents herein before the High Court. The appellants herein took a definite stand both before the trial Court as well as before the High Court that the suit itself is not maintainable and the remedy, if any, to the respondents herein is to approach the Company Law Board under Section 186 of the Companies Act, 1956.

6. The High Court recorded a conclusion that the respondents would not be able to maintain the proceedings before the Company Law Board.

“4.6 On conjoint reading of the above quoted provisions of law and the objection taken by the respondents, including the one that the voting right is already suspended by the Company qua the said share holding, asking the plaintiffs to move the Company Law Board would be meaningless because their (plaintiffs’) lack of voting right as contended by the respondents would make the proceedings before the Company Law Board as well, not maintainable. This is over and above an a