The court emphasized the right of shareholders to seek remedies in civil courts when concurrent NCLT proceedings exist, affirming jurisdiction based on personal obedience criteria for territorial suits.

JUDGMENT

Amit Bansal, J.

I.A. No. 2352/2021 (of the defendant no.1 u/O.VII R.10 of the CPC) and I.A. No. 4637/2021 (of the defendant no.1 u/O.VII R.11 of the CPC)

1. By the present order, I shall dispose of the applications filed on behalf of the defendant no.1 namely, I.A. No. 2352/2021 under Order VII Rule 10 of the Code of Civil Procedure, 1908 (CPC) and I.A. No. 4637/2021 under Order VII Rule 11 of the CPC.

2. Notice was issued in I.A. No. 2352/2021 and I.A. No. 4637/2021 on 16th February, 2021 and 5th May, 2021 respectively and replies have been filed on behalf of the plaintiffs.

3. Upon a reading of the plaint it emerges that the plaintiffs are shareholders in the defendant no.4 Company, RC Healthcare Private Limited. The defendant no.5, SpectraRC Medicare Private Limited and the defendant no.6, Sight Avenue Private Limited, are companies having the same registered office as the defendant no.4 Company. The defendant no.1, Dr. Suraj Munjal and the defendant no.2, Dr. Ashita Munjal, are shareholders in the defendant no.4 Company. The defendant no.1 is also a director and shareholder of the defendant no.5 and the owner of the trade name `The Sight Avenue', used by the defendant no.6. The defendant no.2 is also a shareholder of the defendant no.6. The defendant no.3, Mr. Daya Shanker Sharma, is a former director and shareholder of the defendant no.5.

4. The suit has been filed by the plaintiffs, inter alia, seeking mandatory and permanent injunction against the defendants no.1, 2, 3, 5 and 6, restraining them from passing off and violating the registered trademark and trade names of the defendant no. 4 Company, which owns and runs a famous eye hospital by the brand and trade name of `Spectra Eye' at E-82A, Greater Kailash, Part-I, Delhi since 2009 and numerous other branches, and declaration in respect of the properties purchased by the defendants from the income and revenue of the defendant no.4 Company.

5. I.A. No. 2352/2021 has been preferred on behalf of the defendant no. 1 under Order VII Rule 10 of the CPC on the ground that this Court does not have the territorial jurisdiction to entertain the present suit. In support of the aforesaid submission, the counsel for the defendants no. 1, 2 & 6 (hereinafter, referred to as the `contesting defendants') has made the following submissions:

(i) That at least two of the properties, in respect of which relief has been sought in the plaint, are situated in the Gurugram, Haryana, which is outside the jurisdiction of this Court.

(ii) In essence, the plaintiffs through prayers A and B of the plaint have sought the relief of possession in the present suit in respect of the immovable properties and such a suit for possession can only be filed where the subject properties are located. Reliance in this regard is placed on Section 16(a) and (d) of the CPC. It is further submitted that the proviso to Section 16 would not be applicable in the present case.

(iii) In this regard, reliance is placed on the judgments in Harshad Chiman Lal Modi Vs. DLF Universal and Ors., MANU/SC/0710/2005 and Vipul Infrastructure Developers Ltd. and Ors. Vs. Rohit Kochhar and Ors., MANU/DE/0546/2008.

6. I.A No. 4637/2021 has been preferred on behalf of the defendant no. 1 under Order VII Rule 11 of the CPC, on the three grounds as follows:

I. The present suit is barred under Section 430 of the Companies Act, 2013.

II. The present suit is not maintainable as no cause of action has arisen.

III. The suit has been undervalued for the purposes of Court fees.

7. In support of the contention that the present suit is not maintainable, in view of Section 430 of the Companies Act, the counsel for the contesting defendants has made the following submissions:

(i) Most of the reliefs prayed for in the present suit can be granted by the NCLT under Sections 241 and 242 of the Companies Act and, therefore, the bar under Section 430 would squarely apply to the present suit.

(ii) The defendant no.7, who is the h