O R D E R

These three revisions are by the defendants in O.S.Nos.338, 339 and 340 of 2016, challenging the dismissal of their applications under order VII Rule 11 (d) of the CPC seeking rejection of the plaints on the ground that the suits have barred by law.

2. The prayer in the Suits is for a declaration that certain Sale deeds, dated 05.09.2013, 07.10.2013 and 14.02.2014 under which the properties of the Company were sold to third parties are invalid and not binding on the plaintiffs. The Companies, the majority Directors of the Companies and the alienees are the defendants in the Suits. Parallel proceedings were also launched before the Company Law Board complaining the oppression and mismanagement in C.P. No.171 of 2016.

3. Upon constitution of the National Company Law Tribunal, the proceedings were transferred to the National Company Law Tribunal. The National Company Law Tribunal went into the question of oppression and mismanagement and by order dated 04.06.2021 granted certain reliefs. It also directed the forensic audit of the Companies Accounts. The Tribunal arrived at a prima facie conclusion that there was oppression and mismanagement.

4. The petitioners herein came up with these applications in I.A.

Nos.436 of 2017, 496 of 2017 and 491 of 2017 under order VII rule 11 as aforesaid. The main contention of the petitioners in the applications is that the Suits are barred in view of Section 430 of the Companies Act, 2013, since the reliefs sought for in these suits could be granted by the National Company Law Tribunal in the proceedings for oppression and mismanagement that were pending. Sections 241 and 242 of the Companies Act, 2013 deal with the questions of oppression and mismanagement and the powers of the Tribunal in such proceedings. Section 242 (2) enumerates the powers of the Tribunal under 242 (1) of the Companies Act which provides for winding up of the company. Section 242 (2) reads as follows:

2)Without prejudice to the generality of the powers under sub-section (1), an order under that sub-section may provide for—

(a) the regulation of conduct of affairs of the company in future;

(b) the purchase of shares or interests of any members of the company by other members thereof or by the company;

(c) in the case of a purchase of its shares by the company as aforesaid, the consequent reduction of its share capital;

(d) restrictions on the transfer or allotment of the shares of the company;

(e) the termination, setting aside or modification, of any agreement, howsoever arrived at, between the company and the managing director, any other director or manager, upon such terms and conditions as may, in the opinion of the Tribunal, be just and equitable in the circumstances of the case;

(f) the termination, setting aside or modification of any agreement between the company and any person other than those referred to in clause (e):

Provided that no such agreement shall be terminated, set aside or modified except after due notice and after obtaining the consent of the party concerned;

(g) the setting aside of any transfer, delivery of goods, payment, execution or other act relating to property made or done by or against the company within three months before the date of the application under this section, which would, if made or done by or against an individual, be deemed in his insolvency to be a fraudulent preference;

(h) removal of the managing director, manager or any of the directors of the company;

(i) recovery of undue gains made by any managing director, manager or director during the period of his appointment as such and the manner of utilisation of the recovery including transfer to Investor Education and Protection Fund or repayment to identifiable victims;

(j)the manner in which the managing director or manager of the company may be appointed subsequent to an order removing the existing managing director or manager of the company made under clause (h);

(k) appointment of such number of persons as directors, who may be req