IMPORTANT POINTS
The provisions of the Companies Act 1956, with certain limited modifications to the words mentioned in the Schedule of the Act, are made completely applicable to the Non Trading Act-Entire provision of the Companies Act 1956 to the extent applicable are made applicable by a single reference. None of the provision of the Companies Act is lifted and incorporated in the Non-trading Act.

ORDER :

The plaintiffs in O.S.No.77 of 2019 of Principal Munsiff Court, Kollam in a suit for permanent prohibitory injunction are the revision petitioners. Respondents are the defendants before the court below.

2. The plaintiffs are the members of first defendant, Sree Narayana Dharma Paripalana Yogam ('Yogam' in short), represented by its General Secretary, the second defendant. Other defendants are the representatives of the constituent unions of the yogam. The prayer sought in the suit was to permanently injunct the second defendant from convening, holding and conducting annual general meeting of the first defendant proposed to be held on 15.02.2019 or any other annual general meeting, for moving the amendments proposed in the notice produced along with the plaint. Along with the suit, an interim injunction in the above terms was sought, by filing I.A.No.562 of 2019. Defendants appeared and filed objections, inter alia, contending that, being a non trading company, in the light of the bar under the Companies Act, suit was not maintainable. Repelling the above objections, interim injunction as sought was granted by the learned Munsiff. This was challenged by the defendants 1 and 2 in C.M.A.No.7 of 2019. Learned first Additional District Judge, Kollam, by the impugned judgment allowed the appeal and held that the suit was not maintainable, in the light of the Companies Act 2013, which provided for an alternate forum of adjudication of the disputes. Consequently, the court below was directed to return the plaint. It was held that the suit was not maintainable in a civil court. This is under challenge at the instance of the plaintiffs.

3. Heard the learned counsel for the revision petitioners and learned counsel for the respondents.

4. The short question that arises in the present revision is whether the suit is maintainable. Two contentions were advanced by the defendants. Firstly, Rule 71 of the bye-law provides an arbitration clause which was not invoked by the plaintiffs. The second contention was that, under section 430 of the Companies Act 2013, no civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which the Tribunal or the Appellate Tribunal was empowered to determine by or under the Act or any other law for the time being in force and no injunction shall be granted by any court or other authority in respect of any action taken or to be taken in pursuance of any power conferred by or under the Act or any other law for the time being in force, by Tribunal or the Appellate Tribunal. Under section 241 of the Companies Act, any person was entitled to apply to the Tribunal if the affairs of the company was prejudicial to the public interest.

5. Regarding the first contention, plaintiffs relied on the decision of this Court in Sathyan v. Yogam and others (2019(1) KLT 76) to contend that, there was no arbitration clause. The defendants countered this contention on the basis of the decision of this Court in Writ Petition No.20945 of 2004. Lower appellate court held in tune with the decision reported in Sathyan v. Yogam and others (supra), which appears to be the correct law.

6. The contention of the plaintiffs regarding the second limb of the objection was that, yogam was governed by the Kerala Non Trading Companies Act 1961 (Act 42/1961, hereinafter referred as Non Trading Act for short'), and consequently, Companies Act 2013 had no application. This contention was rejected by the lower appellate court in the light of section 3 of the Non Trading Act on a premise that the said Act had made the Companies Act mutatis mutandis applicable. Consequently, it was held that the suit was not maintainable.

7. Admittedly, yogam is a non trading company as defined under the Non Trading Act. Defendants have a contention that, yogam was originally registered under the Travancore Regulation No.1 of 1063 (adopting the Indian Companies Act 4/1882). After the commencement of the Companies Act, 1956, as an e