O R D E R

This Civil Revision Petition has been preferred to set aside the order of rejecting the plaint filed by the learned Principal Subordinate Judge, Namakkal, dated 23.06.2022, made in CR-19, S.No.4575/2022 in Unnumbered O.S.No.____ / 2022.

1.The Revision Petitioner is the plaintiff, who has filed the Unnumbered Suit, which he claims as a derivative suit against the defendants and sought the following reliefs:-

(a) To declare that the Revised Proposed Prejudicial Share Transfer of Defendant No.1's shares held in Defendant No.4 Company pursuant to the minutes of meeting dated 20.05.2022 is null and void;

(b) To declare that the revised draft of the share transfer agreement dated 20.05.2022 that is against the interests of Defendant No.1 – APC India as null and void;

(c) To grant an order of permanent injunction restraining the defendants, their men, agents and any other persons from giving effect to the minutes of meeting dated 20.05.2022 or the revised draft of the share transfer agreement dated 20.05.2022;

(d) to grant an order of permanent injunction restraining the defendants, their men, agents and any other persons dealing through or under them from, in any manner, dealing with the shares of APC International held by APC India; and (e) To pass any such further order/s and/or direction/s this Court may deem fit and proper in the facts and circumstances of the case and thus render justice.

2.The learned Principal Subordinate Judge, Namakkal was pleased to reject the plaint at the threshold itself by observing that the Civil Suit has got no jurisdiction to entertain the Suit filed by the plaintiff in view of Section 430 of the Companies Act, 2013. Aggrieved over the same, this Civil Revision Petition has been preferred.

3.The facts of the case in brief:-

3.1. The petitioner/plaintiff is a Company by name Valluvar Kuzhumam Pvt.Limited, represented through its Managing Director one Mrs.Maragathamani Shanmugam. She is also one of the Directors of the first respondent Company APC Drilling and Construction Private Limited, who is the first defendant in the Suit. The first respondent Company APC Drilling and Construction Private Limited is frequently referred as “APC India” in the plaint filed by the petitioner / plaintiff. The respondents 2, 3 and 6 are also the Directors of the first respondent Company APC India. The fourth respondent – APC International is the subsidiary company of the first respondent and it was incorporated on 08.09.2014 under Section 24 of the Mauritius Company Act, 2001. It is a limited company by shares.

When the company was incorporated, first respondent (APC India) owned 100% of the shares of APC International. In the year 2018, when the shares of APC International was diluted, the petitioner / plaintiff acquired

10.18% of direct shareholding by purchasing 1,52,000 shares. 3.2. Even now, the first respondent APC India is a major shareholder and it holds 51.24 % of shareholdings. The respondents 2 and 3 – Pari Appusamy and Chandran Appusamy are also Directors of the first respondent Company and they are brothers. During March – April 2022, the second and third respondents proposed to sell 51.24% of shares of APC India to the fifth respondent / fifth defendant Triveni Metals Private Limited for a grossly undervalued consideration of Rs.20,09,58,870/-.

3.3. The plaintiff sent an email dated 31.05.2022 to the defendants 2 and 3 and said that the proposed share transfer is prejudicial to the interest of the company itself. Despite that, the defendants 2 to 6 have proceeded to draft a revised draft for share transfer and that did not have any better effect on the interest of the company. Even as per the data shared by the defendants to the plaintiff on some earlier occasion would show that the APC International had projected a revenue through its mining activities for the year 2022-2023 is to the tune of 5,40,00,000 USD.

3.4. There has been a complete lack of transparency in the manner in which the defendants 2 and