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6. In November 2025, amidst this operational deadlock, Respondent No. 1 (Mukesh Kumar Agarwal) approached the management of the Appellant Company with a proposal to acquire the entire garden by way of a 100% share transfer. The total transaction value was settled at Rs. 23,31,11,111/- (Rupees Twenty-Three Crores Thirty-One Lakhs Eleven Thousand One Hundred and Eleven only), subject to the deduction and adjustment of pre-existing liabilities under the Income Tax Act, Gratuity, Provident Funds, and outstanding due to Sundry Creditors.

38. Furthermore, the facts on record illuminate the precise regulatory purpose behind this appointment. Under the strict financial guidelines and capital-vouching provisions of the Act, a body corporate is strictly prohibited from accepting direct individual market loans or unsecured advances from non-members, as such transactions are legally classified as unauthorized public deposits. Because the Chinchula Tea Estate was facing an acute labour strike and operational deadlock on account of 18 FMAT 4 OF 2026 un-liquidated worker wages, Respondent No. 1 offered an immediate advance of Rs. 3,00,00,000/-.

DISCUSSIONS AND FINDINGS ON QUESTION NO. IV

59. To resolve this issue, we must scrutinize the remedial architecture of the National Company Law Tribunal (NCLT) under the Companies Act, 2013, and determine whether a substantial financial investor, whose equity title remains unperfected due to a commercial deadlock, is truly remedies-deprived before the specialized tribunal so as to justify recourse to the common-law jurisdiction of a Civil Court.

60. The foundational argument advanced by the Learned Advocate for the Respondent No.1 which formed the basis of the Trial Court's assumption of jurisdiction, is that since formal share certificates have not yet been registered in his name, he is technically not a "member" under Section 26 FMAT 4 OF 2026 2(55) of the Act. Consequently, he argues that he lacks the statutory locus standi to maintain a petition for Oppression and Mismanagement under Sections 241 and 242 of the Companies Act, 2013, contending that this proprietary gap leaves him vulnerable and keeps the doors of the Civil Court open under Section 9 of the CPC.

68. The present dispute, however, involves a commercial, state-leased tea plantation operating under a strict corporate framework. The Respondent's grievance is completely commercial and corporate. Because the Companies Act, 2013, provides a complete code for resolving such investment deadlocks, backed by the NCLT's wide powers under Section 242 to regularize share transfers, adjust consideration, 29 FMAT 4 OF 2026 and restrain board ousters, the residual common-law exceptions carved out in Bhaskar Gupta have no application here.