Kerala High Court
Zinfogcodelabs Private Limited vs Mr. Aboobakkermoidutty on 18 February, 2025
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OP(C) No.441 of 2025
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR. JUSTICE P.M.MANOJ
TUESDAY, THE 18TH DAY OF FEBRUARY 2025 / 29TH MAGHA, 1946
OP(C) NO. 441 OF 2025
AGAINST THE ORDER/JUDGMENT IN CS NO.3 OF 2025 OF
ASSISTANT SESSIONS COURT/PRINCIPAL SUB COURT / COMMERCIAL
COURT, KOZHIKODE
PETITIONERS:
1 ZINFOGCODELABS PRIVATE LIMITED
CYBER PARK, NELLIKODE, KOZHIKODE REPRESENTED BY IT'S
MANAGING DIRECTOR, MR. ABDUL BASITH CHENGODAN, S/O
ALAVI CHENGODAN, CHENATTIL HOUSE, MONGAM, MORAYUR,
MALAPPURAM, PIN - 673016
2 ABDUL BASITH CHENGODAN, AGED 32 YEARS
S/O ALAVI CHENGODAN, CHENATTIL HOUSE, MONGAM,
MORAYUR, MALAPPURAM, PIN - 673642
3 VIVEK T, AGED 32 YEARS
S/O MADHAVAN, THAMARAPOYIL, SANDHYA KAVIL,
NADUVANNUR, KOZHIKODE, PIN - 673614
BY ADVS. M.K.SUMOD
VIDYA M.K.
THUSHARA.K
DELITA TITUS
RESPONDENT:
MR. ABOOBAKKERMOIDUTTY, AGED 50 YEARS
S/O A.H MOIDUTTY, AZHIYATH HOUSE, PULIKKUNATH
EDAKKAZHIYOOR P.O., CHAVAKKAD, THRISSUR, PIN - 680515
THIS OP (CIVIL) HAVING COME UP FOR ADMISSION ON
18.02.2025, THE COURT ON THE SAME DAY DELIVERED THE
FOLLOWING:
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OP(C) No.441 of 2025
JUDGMENT
Dated this the 18th day of February, 2025
The Original Petition is filed by the defendants in the suit
preferred before the Commercial Court No.I, Kozhikode, as
C.S.No. 3/2025.
2. It is the case of the petitioners that, the plaintiff and
defendant Nos.2 and 3 were Directors of first defendant-company.
Thereafter, the plaintiff resigned from the directorship in between
and now, raising a dispute with respect to the amount stated to be
invested by him, has preferred a suit before the Commercial Court
No.I of Kozhikode as per Ext.P4.
3. When the petitioners received notice on admitting the
suit, they appeared through a counsel. However, when the matter
was posted on 15.2.2025, it was realized that the plaintiff has filed
two I.As, I.A.No.1/2025 and I.A.No.2/2025. I.A.No.1/2025 is for
attachment of the movables of the first defendant-company and
I.A.No.2/2025 is for taking inventory of the assets of the company
by appointing a commissioner. However, it is contended that, the
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petitioners are clearly unaware of the said IAs as copies were not
served either on the counsel or on the defendants
directly/indirectly, without noticing that, the Commercial Court,
Kozhikode, has passed orders of attachment as well as
appointment of commissioner and the matter stands posted to
25.2.2025.
4. In the meanwhile, for availing the copy of these orders
and also, for filing objection, the petitioners have preferred
C.A.No.56/2025. It is submitted that, if the application is not
considered and the copies are not served on the petitioners herein,
and the court proceeded with C.S.No.3/2025, that will cause
irreparable loss to the petitioners. Such prayers are raised in the
circumstances that, the prayer in the suit is with respect to
apportioning of Rs.11.5 lakhs which is stated to be invested by the
plaintiff in the 1st defendant Company.
5. During the argument, the learned counsel for the
petitioners brought to my notice Section 378-ZO of the Companies
Act, 2013, which stands for the resolution of disputes in company
wherein it provides a clause for arbitration under the provisions of
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the Arbitration and Conciliation Act. At the same time, the prayer in
the suit itself is for the recovery of the amount which is stated to
be invested by the respondent herein. That itself is contravening
the provisions of Section 378-ZO. However, the petitioners are not
in a position to challenge those things before the appropriate forum
in the absence of any copies of the order passed pursuant to IA
Nos.1 & 2 of 2025. For that purpose, the petitioners have moved
the C.A.No. 56/2025 and seeking for a limited prayer for
expeditious disposal of the said application and serving copy of said
orders at the earliest. Then only the petitioners can defend the suit
as well as prefer appropriate appeal before the appropriate forum.
6. I have heard Sri.M.K.Sumod, the learnd ounsel for the
petitioner. Considering the limited nature of prayer, notice to the
respondent is dispensed with.
7. Going by the contentions, I deem that there is some
force in the contentions raised by the counsel for the petitioners in
the light of Section 378-ZO of the Companies Act, 2013. As per the
section, if a dispute is raised with respect to a company which is
registered under the provisions of Companies Act, primarily,
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Section 378-ZO rules the field, for which, whoever is the
complainant, will have to approach the appropriate forum for
resolving the dispute. Under such circumstances, the Original
Petition is disposed of with a direction to the Commercial Court
No.I, Kozhikode, to consider and pass appropriate orders on
C.A.No.56/2025 as expeditiously as possible. When the copy
application is considered and orders are passed and the copies are
served, breathing time shall be provided to the petitioner herein for
seeking appropriate remedy prior to further proceedings in the suit.
Under such circumstances, it is clarified that the functioning of the
firm shall not be interfered with.
Accordingly, the original petition is disposed of.
sd/-
P.M.MANOJ,
JUDGE
das
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APPENDIX OF OP(C) 441/2025
PETITIONER EXHIBITS
Exhibit P1 TRUE COPY OF THE CERTIFICATE OF
INCORPORATION DATED 18/12/2017 ISSUED BY
THE MINISTRY OF CORPORATE AFFAIRS
Exhibit P2 TRUE COPY OF RESOLUTION NO. 01/2025 DATED
16/02/2025
Exhibit P3 TRUE COPY OF THE RESIGNATION LETTER DATED
17/09/2019
Exhibit P4 TRUE COPY OF THE SUMMONS DATED 20/01/2025
ALONG WITH A COPY OF THE PLAINT IN CS NO.
03/2025 RECEIVED BY THE PETITIONERS
Exhibit P5 TRUE COPY OF THE E-COURT STATUS OF
15/02/2025 IN EXHIBIT P4 PROCEEDINGS
