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2002 DIGILAW 337 (MAD)

G. Rangaswamy v. Coimbatore Pioneer Mills

2002-04-12

R.BALASUBRAMANIAN

body2002
Judgment : 1. The revision petitioner has suffered an order under section 630 of the Companies Act in S.T.C.No.594 of 1995 on the file of learned Judicial Magistrate No.6, Coimbatore, which was affirmed in C.A.No.96 of 1996 on the file of the Principal Sessions Judge, Coimbatore. That order came to be passed on a complaint filed under section 630 of the Companies Act by the respondent herein. Heard Mr.T.R.Rajagopalan learned senior counsel appearing for the revision petitioner and Mr.V.Gopinath learned senior counsel appearing for the respondent. (1) The following are the five items mentioned in the said complaint, which according to the complainant, the accused was wrongfully holding. FUGI Automatic Gas Analyser (2) Compaq Note Book Computer Sl.No.7326HG 54819 (3) ORTEM Computer LX 05 PC with built-in-software Sl.No.A03135 (4) Hindustan Contessa Car bearing Regn.No.PY 01B 7155 with tools and Registration Certificate (5) Diesel Generator of 62.5 KVA Kirloskar make with Alternator and Standard Panel Board, Fuel Tank & with accessories. There is no dispute that these five items of properties described in the schedule to the plaint belong to the company called "Coimbatore Pioneer Mills Limited" which is a public limited company. It is also not in dispute that the revision petitioner was one of the two Managing Directors of that company and he ceased to be the Managing Director with effect from 01.10.1994. The complainant company is represented by the Chairman Cum Managing Director of the said Coimbatore Pioneer Mills Limited. The defence to the claim was that the accused neither wrongfully obtained possession of the property of the complainant company nor is he wrongfully withholding any property of the company. In sustaining this defence, the accused projected primarily two documents namely, Exs.D.1 and D.2. The Chairman Cum Managing Director of the complainant company examined himself as P.W.1, besides marking Exs.P.1 to P.10 on his side. The accused examined himself as D.W.1 and examined another witness on his side as D.W.2. Exs.D.1 and D.2 had come to be marked on his side. Among the documents filed on behalf of both the sides before the court below, in my considered opinion, three documents alone need be looked into at this stage, besides the oral evidence, to decide whether the order under challenge could be sustained or not. Exs.D.1 and D.2 had come to be marked on his side. Among the documents filed on behalf of both the sides before the court below, in my considered opinion, three documents alone need be looked into at this stage, besides the oral evidence, to decide whether the order under challenge could be sustained or not. They are: Ex.P.9 dated 29.09.1994 Ex.D.1 dated 12.07.1994 and Ex.D.2 dated 15.03.1995 Ex.P.9 is an agreement entered into between Coimbatore Pioneer Mills Limited represented by it's Managing Director and Chandra Textiles Limited, a company registered under the Companies Act, represented by it's Managing Director. Ex.D.1 is the Memorandum of Understanding signed by One Devarajan on the one hand and Rangaswamy on the other hand. Ex.D.2 is the proceedings of an arbitrator. 2. Mr. T.R.Rajagopalan learned senior counsel submitted that on the basis of these three documents, there is definitely a bona fide dispute of a civil nature between the parties concerned and when one such dispute is shown to exist, then the Magistrate would have no jurisdiction at all to decide the righteousness in the same. In other words, according to the learned senior counsel, once a bona fide dispute of a civil nature is shown to exist between the parties, then the civil court would be the most appropriate forum and no remedy is available under section 630 of the Companies Act. Mr.V.Gopinath learned senior counsel opposing the above arguments would contend that Ex.D.1 is not binding on the parties to the complaint, because the company namely, Coimbatore Pioneer Mills Limited and Chandra Textiles Limited are not parties to it. According to the learned senior counsel, if a company is to be bound by any action of it with reference to it's property, then the company must be represented in those proceedings. Inasmuch as the company is not a party to Ex.D.1, the learned senior counsel would contend that Ex.D.1 cannot be pressed into service at all to defeat the very object of section 630 of the Companies Act. As far as Ex.D.2 is concerned, it is the contention of the learned senior counsel for the complainant that inasmuch as the said document had not reached it's finality by both parties affixing their signature of acceptance, it cannot be admitted in evidence as a binding document between the parties to it. 3. As far as Ex.D.2 is concerned, it is the contention of the learned senior counsel for the complainant that inasmuch as the said document had not reached it's finality by both parties affixing their signature of acceptance, it cannot be admitted in evidence as a binding document between the parties to it. 3. Having regard to the arguments advanced by the learned senior counsel on either side and in the context of Exs.P.9, D.1 and D.2, I applied my mind to the controversy at issue. There are two limbs of section 630 of the Companies Act. Under the first limb, if a person wrongfully obtains possession of any property of a company, then he, on the happening of the event mentioned therein, is liable to punishment. Under the second limb, if a person having the property of a company in his possession wrongfully withholds it, then he is also liable to be punished. On the admitted nature of the properties forming the subject matter of the complaint namely, they belong to Coimbatore Pioneer Mills Limited, the question that comes up for consideration is whether the possession of those properties by the accused would amount to he wrongfully holding it? To appreciate this controversy, in my opinion, a reference to Exs.D.1, D.2 and P.9 alone would be more than sufficient, besides looking into the oral evidence. It is no doubt true that to Ex.D. 1 neither Coimbatore Pioneer Mills Limited by name nor Chandra Mills Limited by name is a party. But however the document is signed by G.Devarajan, who happens to be the Chairman Cum Managing Director of the Coimbatore Pioneer Mills Limited and G.Rangasamy, who is the Managing Director of Chandra Textiles Limited. This Memorandum of Understanding is dated 12.7.1974. It contains as many as 17 effective clauses regarding the management of various companies under the control of Coimbatore Pioneer Mills Limited as well as under the control of Chandra Textiles Limited. It also contemplates distribution of assets of both the companies in a particular manner. It is not in dispute that atleast some of the clauses contained in this Memorandum of Understanding, had been performed in full and the remaining are yet to be performed. According to Mr.T.R.Rajagopalan learned senior counsel, most of the clauses have been performed while Mr.V.Gopinath learned senior counsel would contend that only a portion of it had been performed. It is not in dispute that atleast some of the clauses contained in this Memorandum of Understanding, had been performed in full and the remaining are yet to be performed. According to Mr.T.R.Rajagopalan learned senior counsel, most of the clauses have been performed while Mr.V.Gopinath learned senior counsel would contend that only a portion of it had been performed. Whatever it is, whether most of the clauses are performed or some of the clauses alone are performed, leads one to an irresistible conclusion that this agreement was intended to be acted and it was in fact acted upon. P.w.1 in his evidence in cross admitted that he and his younger brother (accused) divided their respective rights in Pioneer Mills and Chandra Textiles and it was on 12.07.1994. (Ex.D.1 is dated 12.7.1994). His evidence in cross shows the following: (Translation by me) "It was agreed that "Pioneer House" should go to my brother and "Chandra Bungalow" to me; pursuant to that, I am living in "Chandra Bungalow" and my brother is living in "Pioneer House"; as per the understanding on 12.7.1994, each one of us can continue to live in the respective house with the articles (movable) available thereon; till the exchange takes place, it was agreed that the wife of the accused would be the tenant of "Pioneer House" and my wife would be the tenant of "Chandra Bungalow"; as per the terms of Ex.D.1, the accused resigned as the Managing Director of Pioneer Mills, which came into force with effect from 1.10.1994; as per Ex.D.1, I and my family members have relinquished our rights in Sri Ranga Vilas Ginning and Oil Mills; as per Ex.D. 1,I have given Pioneer Power Systems to my younger brother (accused); as per Clause 17 of Ex.D.1 only, my younger brother had removed the articles found therein as well as taken the workers; items 1, 2 and 3 of the complaint belong to Pioneer Power Systems; the endorsement at the foot of decision on Point No.6 in Ex.D.2 is made by me." Under such circumstances, what would be the binding nature of this agreement on the respective companies would not be within the jurisdiction of the criminal court for it's decision. In other words, in my considered opinion, the Magistrate exercising powers under the Code of Criminal Procedure would have no jurisdiction at all to decide the issue namely, one (the accused) asserting that this agreement had been implemented and the other (complainant) asserting contra that this is not a binding agreement. In my opinion such nature of dispute would come within the jurisdiction of the civil court only, which can effectively go into this issue and arrive at a conclusion one way or the other on construing the document; other documents, if any, placed and the oral evidence, if any, placed. Therefore prima facie I am of the firm opinion that the Magistrate has no jurisdiction at all to go behind the terms of this agreement marked as Ex.D.1, especially when there is no dispute about the parties to the agreement and the signatories to the same. It is not anybody's case that Ex.D.1 is a fabricated document. It is also not in dispute that properties described as Item Nos.4 and 5 in the plaint are not dealt with under Ex.D.1. 4. The relevant clauses in Ex.D.1 to decide the nature of dispute between the parties are as follows: (1) Clause 10 of the Memorandum of Understanding reads as follows: "At present Mr.G.Devarajan is living in "Chandra" bungalow, belonging to Chandra Textiles Ltd. And Mr.G.Rangaswamy is living in "Pioneer House", belonging to The Coimbatore Pioneer Mills Ltd. These two bungalows will be exchanged between the two companies, so that there is no loss to either of the two companies, while doing the exchange, the Office building of Chandra Textiles which is in "Chandra" bungalow will be fenced off with access from main Avanashi Road. The well in Pioneer House will continue to be used by The Coimbatore Pioneer Mills Ltd., drawing water for its requirement and in reciprocation, the electricity charge of Pioneer House will be paid by The Coimbatore Pioneer Mills Ltd. The exchange of property is subject to the compliance of the Urban Land Ceiling and other enactments by both companies. The well in Pioneer House will continue to be used by The Coimbatore Pioneer Mills Ltd., drawing water for its requirement and in reciprocation, the electricity charge of Pioneer House will be paid by The Coimbatore Pioneer Mills Ltd. The exchange of property is subject to the compliance of the Urban Land Ceiling and other enactments by both companies. If there should be any problem even for one company under the Urban Land Ceiling, the existing arrangement will continue without any change which means Smt.R.Nandini will continue to pay rent for "Pioneer House" as a tenant and Smt.D.Suguna will continue to pay rent for "Chandra" as a tenant and there will be no disturbance to any of the existing arrangements. Once the urban ceiling law is amended, which is expected the exchange will be put through immediately." Clause 17 of the Memorandum of Understanding reads as follows: "Pioneer Power Systems, the automobile division of The Coimbatore Pioneer Mills Limited has some minor equipments of small value. It is functioning in the premises of The Coimbatore Pioneer Mills Ltd at Peelamedu with a few staff. This division along with the equipment and the staff will be shifted out either to Chandra Textiles Ltd or Sri Rangavilas Ginning and Oil Mills as decided by Mr.G.Rangasamy. This will cease to be a division of the Coimbatore Pioneer Mills Ltd.," The properties described as items 1 to 3 at the foot of the complaint admittedly belong to Pioneer Power Systems. Clause 17 extracted above deals with the dealing of these three properties. This clause gives a right to the accused to take this property to two places of his choice. The accused had taken the properties mentioned therein only to one of the two places mentioned therein. In other words, under Clause 17, Coimbatore Pioneer Mills Limited, which owns Pioneer Power Systems and it's assets, prima facie appears to have divested their interest in respect of that property, which prima facie resulted in the transfer of interest in the same in favour of the accused. 5. There are two bungalows, one called a "Pioneer House" and the other called "Chandra Bungalow". "Pioneer House" originally belonged to Coimbatore Pioneer Mills Limited and "Chandra Bungalow" belonged to Chandra Textiles Limited. 5. There are two bungalows, one called a "Pioneer House" and the other called "Chandra Bungalow". "Pioneer House" originally belonged to Coimbatore Pioneer Mills Limited and "Chandra Bungalow" belonged to Chandra Textiles Limited. But however, in "Chandra Bungalow" Mrs.Suguna, wife of the Chairman Cum Managing Director of Coimbatore Pioneer Mills Limited was living while in "Pioneer House" Mrs.R.Nandini, wife of the accused herein was living. Till the final exchange takes place in accordance with law, "Pioneer House" would be the tenanted residence of Mrs.Nandini, wife of the accused and "Chandra Bungalow" would be the tenanted premises of Mrs.Suguna, wife of Sri.G.Devaraj. The sum and substance of the agreement between the parties as reflected in the Memorandum of Understanding is that, the accused stage by stage completely would divest his interest and the interest of his family members in Coimbatore Pioneer Mills retaining only the minimum share which requires to keep him on the Board of that company and likewise stage by stage the Chairman cum Managing Director of Coimbatore Pioneer Mills would divest himself of his interest and the interest of his family members in Chandra Textiles except retaining the minimum share which is required in law to keep him on the Board. G.Devarajan and his family members will also have to retire from the partnership of Sri Ranga Vilas Ginning & Oil Mills and it is not in dispute that this event had taken place. The clear understanding therefore was, the Chairman cum Managing Director of Coimbatore Pioneer Mills and his family should have no control over the affairs of Chandra Textiles and Sri Ranga Vilas Ginning & Oil Mills and likewise the accused and his family members should have no control over the affairs of the other. 6. Item No.5 forming the subject matter of the complaint is the generator. Admittedly this is found installed in "Pioneer House" of which the wife of the accused is the tenant. Property No.4 forming the subject matter of the complaint is the Contessa Car. In my opinion when "Pioneer House" is the subject matter of the tenancy in favour of the wife of the accused, then all things attached to that bungalow would also form part and parcel of the tenancy in favour of the said tenant. Property No.4 forming the subject matter of the complaint is the Contessa Car. In my opinion when "Pioneer House" is the subject matter of the tenancy in favour of the wife of the accused, then all things attached to that bungalow would also form part and parcel of the tenancy in favour of the said tenant. In such circumstances, it would not be legally right to contend that despite such tenancy in favour of the wife of the accused, the accused is wrongfully holding the generator namely, the property of Coimbatore Pioneer Mills Limited contrary to the interest of the company itself. To put it clearly, I state that so long as the tenancy of the wife of the accused continues in respect of "Pioneer House", all things attached to that bungalow would also form part and parcel of the tenancy and to remove the generator from that bungalow, to be handed over to the complainant, would amount to interfering with the terms and conditions of the tenancy on the basis of which the wife of the accused is in occupation of the same. Under these circumstances, it cannot be said, by any stretch of imagination, that the accused is wrongfully withholding the generator. It is not the case of the complainant at any stage that the accused had stealthily removed the said generator from the control of Coimbatore Pioneer Mills Limited and installed the same in the "Pioneer House". It is true that the purchase invoice for this generator stands in the name of Coimbatore Pioneer Mills Limited. It is not in dispute that the generator was installed in "Pioneer House" even on 14.07.1994. Therefore it is clear that the installation of generator in "Pioneer House" preceded the tenancy agreement dated 03.10.1994 i.e., Ex.P.9. If really the generator does not form part and parcel of the tenancy, then nothing prevented the respective companies, when they entered into an agreement of tenancy dated 03.10.1994, to exclude the generator from the terms of the tenancy given to Mrs.Nandini, wife of the accused. In my opinion, the failure to exclude the generator from part and parcel of the tenancy in respect of "Pioneer House" would make it very clear that the intention of the parties was that the generator should continue to form part and parcel of the tenancy. 7. In my opinion, the failure to exclude the generator from part and parcel of the tenancy in respect of "Pioneer House" would make it very clear that the intention of the parties was that the generator should continue to form part and parcel of the tenancy. 7. As far as the car mentioned as Item No.4 at the foot of the complaint is concerned, there is some reference to it in Ex.D.2. But as contended by Mr.V.Gopinath learned senior counsel, it is true that Ex.D.2 had not seen the light of the day. But however, I am referring to the terms of Ex.D.2, only to find out whether the possession of the car by the accused is wrongful or it is in bona fide exercise of his rights. When the parties to the complaint were at logger heads, the Memorandum of Understanding was brought into existence. Clause 20 of the Memorandum of Understanding contains the following: "If there are any areas of difference, both parties agree to refer the same to Mr. K.Rajagopal by whose advise they agree to abide." Ex.D.2 is the proceedings of K.Rajagopal, the named arbitrator. He had framed several points for consideration; both the Chairman Cum Managing Director, Coimbatore Pioneer Mills Limited and the accused were body and soul before him and they expressed their views. It is relevant at this stage to note down only point No.6 raised before the arbitrator and his decision, which are as follows: Point-6: "Mr.G.Rangasamy wants the transfer documents of the Contessa Car purchased in Pondicherry to be executed by Pioneer Mills. Decision: This point was agreed upon at the time of partition. So Pioneer Mills represented by either Mr.G.Devarajan, or Mr.D.Rajkumar should sign all documents such as transfer deed, transfer of insurance, etc. and hand over the same to Sri.G.Rangasamy." At the foot of this decision, the following is found written: "Car with all other things WDV (The abbreviation is Written Down Value) + 10%." P.W.1, the complainant in his oral evidence admits that the above referred to written material is in his hand writing. Though the arbitrator could not give a binding verdict at the end of his proceedings for so many reasons, yet it is apparent from point No.6 referred to above that the right to own the car was also in the mind of the parties when they entered into the Memorandum of Understanding dated 12.07.1994. Though the arbitrator could not give a binding verdict at the end of his proceedings for so many reasons, yet it is apparent from point No.6 referred to above that the right to own the car was also in the mind of the parties when they entered into the Memorandum of Understanding dated 12.07.1994. The contention of Mr.T.R.Rajagopalan learned senior counsel is that, this car, though purchased in the name of Coimbatore Pioneer Mills Limited, yet was treated as the property of Pioneer Power Systems and under clause 17 of the Memorandum of Understanding the assets of Pioneer Power Systems were transferred in favour of the accused, which included the car also. But however Mr.V.Gopinath learned senior counsel would oppose this argument by stating that this car was never the property of Pioneer Power Systems but it always belonged to Coimbatore Pioneer Mills Limited. Learned senior counsel also submitted that the accused in his capacity as the Managing Director of the said company alone was allowed to use the car. Whether the Contessa Car is the property of Pioneer Mills or Pioneer Power Systems covered under Clause 17 of Ex.D.1 and whether the decision on Point No.6 as reflected in Ex.D.2, though there appears to be no binding decision, involves larger complicated questions of law and fact arising on the construction of Ex.D.1/Memorandum of Understanding, especially when atleast a part of the same had been performed. Resignation of the accused as the Managing Director of Coimbatore Pioneer Mills Limited was not due to any other cause but it was the end product of the Memorandum of Understanding arrived at between G.Devarajan and G.Rangasamy and marked as Ex.D.1. It is possible to visualise that if the Memorandum of Understanding was not there, whether the accused would have resigned his post as the Managing Director of the company on his own and. To remove a person from the office of the Managing Director, if he is not a willing party, then it has to be done only by the General Body of the said company. 8. One other thing which can be taken into account at this stage to say whether the dispute is of a civil nature or not is the following: G. Devarajan is a party to Ex.D.1. He cannot be allowed to play hot and cold on principles of equity. 8. One other thing which can be taken into account at this stage to say whether the dispute is of a civil nature or not is the following: G. Devarajan is a party to Ex.D.1. He cannot be allowed to play hot and cold on principles of equity. No reason whatsoever has been given by him in the complaint that the said agreement is not binding on him. Probably it may be open to the other shareholders of Coimbatore Pioneer Mills Limited to go before the criminal court either under section 630 of the Companies Act to get the properties of the company to it's custody or go before the civil court for a declaration that the Memorandum of Understanding is not binding on the company on stated grounds known to law. But however none of them have moved even their little finger in attacking this Memorandum of Understanding. It appears that the Chairman Cum Managing Director and his family own a major share in Coimbatore Pioneer Mills Limited. If that is the position, then I have a lingering doubt in my mind that the present complaint initiated by G.Devarajan in his capacity as the Chairman Cum Managing Director of Coimbatore Pioneer Mills Limited does not appear to be a bona fide complaint. When bona fides is found wanting and when the dispute between the parties partakes the character of a civil nature, in which complicated questions of law and facts arise, there cannot be any doubt that this matter should definitely go out of the jurisdiction of the criminal court and the parties should be allowed to protect their rights in the civil forum. It is not as though, law is not clear on this point and atleast there are two judgments to that effect. The first judgment is reported in Damodar Das Jain v. Krishna Charan Chakraborti and another, 67 Com. Cases Pg.564 (SC). It is not as though, law is not clear on this point and atleast there are two judgments to that effect. The first judgment is reported in Damodar Das Jain v. Krishna Charan Chakraborti and another, 67 Com. Cases Pg.564 (SC). The facts available in this case are as follows: "The company had taken a flat on lease; the employee was given the said flat for residing there while he was in employment of the company; after termination of service, the employee refused to vacate; hence the complaint under section 630 of the Companies Act; two questions came up for consideration namely, "whether the company could be said to be a tenant of the said flat as contemplated under the Bombay Rent, Hotels and Lodging House Rates (Control) Act, 1947 and whether after the written agreement of licence in favour of the company has expired, could it be said that the company was a licensee of the said flat?"; the court took the view that both these questions were complicated questions of civil law and that hence the Magistrate's court has no jurisdiction to decide the same and the High Court felt that the disputes raised by the employee were bona fide disputes." On the above noted facts, the Apex Court held that the question of implied licence in favour of the company is a question which requires to be determined by a civil court and cannot be determined by a Magistrate's court in a proceeding under section 630 of the Companies Act. The above referred to case was quoted with approval by the Apex Court in the latter judgment reported in 68 Company Cases Pg.324 (Atul Mathur v. Atul Kalra). The above referred to case was quoted with approval by the Apex Court in the latter judgment reported in 68 Company Cases Pg.324 (Atul Mathur v. Atul Kalra). The facts in that case are as follows: "The company secured a flat in Bombay on leave and licence basis; the agreement was entered into on behalf of the company by the employee of the company; the employee was allowed to occupy it as an employee of the company; the employee filed a suit for declaration that he is the licensee of the flat and for consequential injunction not to interfere with his possession of the flat; after filing the suit the employee resigned; as the employee failed to vacate, the company filed a complaint against him under section 630 of the Companies Act; the trial court found the employee guilty; the appeal filed by the employee was also dismissed; three contentions were raised before the High Court; the relevant contention is contention No.3 as extracted hereunder: "Since complicated questions of title were involved, the Additional Chief Metropolitan Magistrate had no jurisdiction or competence to adjudicate the matter in summary proceedings under section 630 of the Companies Act." On the above referred to contention, the High Court, following the law laid down in Damodar Das Jain's case referred to supra, set aside the order of the courts below holding that there exists a bona fide dispute regarding the company's claim for possession of the flat. The aggrieved company filed a Special Leave Petition before the Apex Court. After considering elaborately the rival contentions advanced, the Hon'ble Judges of the Supreme Court had held as follows: "Therefore what has to be seen in a complaint under section 630 is whether there is "no dispute or no bona fide dispute" regarding a property claimed by the company between the company and its employee or ex-employee. It is needless to say that every dispute would not become a bona fide dispute merely because the company's claim to possession is refuted by an employee or ex-employee of the company. As to when a dispute would amount to a bona fide dispute would depend upon the facts of each case." Ultimately the judgment of the High Court was reversed. As to when a dispute would amount to a bona fide dispute would depend upon the facts of each case." Ultimately the judgment of the High Court was reversed. A reading of this judgment definitely shows that when a dispute between the two parties facing each other under section 630 of the Companies Act is of a civil nature, then resorting to section 630 of the Companies Act would be a misconceived one. A reading of this judgment also shows that simply because a person facing a complaint under section 630 of the Companies Act raises a hue and cry that the dispute is of a civil nature, the Magistrate would not automatically divest himself of his jurisdiction. The question whether a dispute is bona fide or not depends upon the facts of each case and once the dispute is found to be bona fide, then the only remedy available is before the civil forum. 9. Though strictly speaking, the accused, as the Managing Director of the complainant company may be an "employee", yet in view of the nature of dispute and thick relationship between the parties to the proceedings, I am of the firm opinion that such strict construction of employer - employee relationship need not be imported into this case. If the accused is simplicitor an employee, then different consideration would arise. The Chairman Cum Managing Director of the complainant company and the accused are signatories to Ex.D.1. I have already found that the Chairman Cum Managing Director of the complainant company by holding substantial shares in that company is actually controlling the said company. Therefore what would be the legal consequence of the Chairman Cum Managing Director entering into an agreement with the accused (Ex.D.1) without making his company itself a party to the said agreement, is a matter which cannot be decided light heartedly and in a summary manner. This is all the more so, when the parties to the said agreement have performed some of the reciprocal obligations imposed on them under the said agreement. Therefore there cannot be any doubt at all that here exists a bona fide dispute of a civil nature based on Exs.D.1 and D.2. It is true that the arbitrator under Ex.P.10 had declined to participate as an arbitrator with effect from 5.4.1995. Therefore there cannot be any doubt at all that here exists a bona fide dispute of a civil nature based on Exs.D.1 and D.2. It is true that the arbitrator under Ex.P.10 had declined to participate as an arbitrator with effect from 5.4.1995. From the totality of the circumstances available, it is clear to my mind that the dispute between the parties to the complaint based on the materials referred to above definitely partakes the character of a bona fide dispute of a civil nature. In the context of the law laid down in the above referred to judgments and in the light of the fact that the dispute is of a civil nature, I have no doubt in my mind that the order under challenge cannot be legally sustained and it is accordingly set aside. The fine amount, if any, paid by the accused is directed to be refunded to him. The revision is accordingly allowed. Crl.M.P.No.5815 of 2001 is closed. I make it clear that whatever I have said in this order regarding the respective rights of the parties based on the documents referred to earlier, shall not influence the mind of any civil forum, if the parties approach the said civil forum for any.