S.J. Vazifdar, J.

1. This is an appeal against the order and judgment of the learned single Judge answering the preliminary issues raised by the appellant under section 9A of the Code of Civil Procedure, 1908, holding that the suit filed by respondent Nos.1 to 4 is maintainable and that this Court has jurisdiction to entertain and try the suit.

2. The appellant is defendant No.6. Respondent Nos.1 to 4 are the plaintiffs. Respondent No.5 -Rana Kapur is defendant No.1. Respondent No.6 -Ms. Bindu Rana Kapur is defendant No.2. Respondent No.7 Ms. Radha Kapur is defendant No.3. Respondent Nos.8 and 9 - Yes Capital (India) Private Limited and Morgan Credits Private Limited are defendant Nos.4 and 5. Respondent Nos.10 to 15 are individuals and are defendants Nos.7 to 12. It is convenient to refer to the parties as they are arrayed in the suit.

3. Two questions arise for consideration. The first is whether the judgment of a Civil Court to consider the validity of the appointment of directors is barred in view of the provisions of the Companies Act, 1956. The second is whether in view of section 10-A of The Banking Regulation Act, 1949, which came into effect from 1st February, 1969, the question of validity of appointment of directors can only be raised before and decided by the Reserve Bank of India and not by any other Court, Tribunal or authority. We have upheld the decision of the learned Judge who answered this question in the negative.

4. For the purpose of this appeal, it is sufficient to note the facts only briefly. Plaintiff Nos.1, 2 and 3 are the widow, daughter and son of one Ashok Kapur who passed away on 26th November, 2008. Plaintiff No.4 -Mags Finvest Private Limited, together with the other plaintiffs, formed a part of the Ashok Kapur group. The plaintiffs and the deceased Ashok Kapur formed the Ashok Kapur group. Defendant Nos.1 to 5 formed the Rana Kapur group. On or about 30th April, 2003, the deceased Ashok Kapur, defendant No.1 -Rana Kapur and Rabo Bank entered into a Share Subscription Agreement wherein Ashok Kapur and defendant No.1 were collectively referred to as the "Indian partners". Rabo Bank had agreed to subscribe to 49% of the equity shares of defendant No.6. In the Share Purchase Agreement, Ashok Kapur and defendant No.1 were defined to include their successors, legal representative and permitted assignees. The relevant provisions of the Articles of Association of defendant No.6 reads as under:-

"Ashok Kapur means Mr. Ashok Kapur an Indian National and resident of 11, Silver Arch, Napean Sea Road, Mumbai - 400006 and unless it be repugnant to the context shall mean and includes his successors, legal representatives and assigns. Indian Partners Ashok Kapur and Rana Kapoor, are collectively referred to as the "Indian Partners" and each of Ashok Kapur and Rana Kapoor is individually referred to as the "Indian Partner". Rana Kapur means Mr. Rana Kapoor, an Indian National and resident of Grant Paradi Apartments, Rowhouse # 1, Mumbai-400036 and unless it be repugnant to the context, shall mean and includes his successors, legal representatives and assigns.

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DIRECTORS

110 a). Until otherwise determined by a General Meeting the number of directors shall not be less than 3 (three) and no more than 15 (fifteen).

b) So long as the Indian Partners hold along with any of their Affiliates directly or indirectly at least 10% of the paid up share capital of the company, the Indian Partner shall have the right to recommend the appointment of three directors collectively referred to as the "IP Representative Directors". So long as Rabo holds along with any of its Affiliates directly or indirectly at least 10% of the issue and paid up share capital of the company, Rabo shall have the right to recommend the appointment of one director referred to as the "Rabo Representative Director."

c) Apart from the IP Representative Directors and the Rabo Representative Director, the other director shall be indep