JUDGMENT : CHANDER BHUSAN BAROWALIA, J. 1. The present application, under Order 7, Rule 11(d) of the Code of Civil Procedure, has been maintained by the applicants/defendants for rejection of the plaint, wherein the plaintiff/non-applicant prayed as under: "(i) Decree for specific performance of the contract/MOU and SMOU, dated 26.05.2007, respectively, arrived at between the parties may kindly be passed in favour of the plaintiff and against the defendants directing them to allot and transfer the equity shares of Himland Real Estate Pvt. Ltd. Company in favour of the plaintiff based on proportionate to the amount received by the defendants against agreed allotment of 60% of the shares of the Company or in the alternative, plaintiff is entitled for claim of compensation of Rs. 5,89,18,970/- on account of compensation of breach of said contracts by defendants alongwith pendente lite and future interest and cost of the suit. (ii) That a decree for permanent prohibitory injunction restraining the defendants from creating any third party interest in the movable and immovable interests including shares of the company by way of entering into any contract, sale, transfer, hypothecation or creation of lease/mortgage etc. till the determination of the dispute between the parties by this Hon'ble Court." As per the applicants, the suit preferred by the non-applicant/plaintiff is not maintainable before this Court, in view of the specific bar as contained in Section 430 of the Companies Act, 2013, which clearly provides that no Civil Court shall have any jurisdiction to entertain any suit or proceedings in respect of any matter which the Tribunal or the Appellate Tribunal is empowered to determine inasmuch as no injunction shall be granted by any Court. It is further averred that the non-applicant/plaintiff in the suit has averred that he is ready and willing to do all acts, deeds and things required to be performed by him to complete the process of transfer of shares in his favour, as such, the applicants/defendants are liable to transfer the said shares of the company in his favour. Since the dispute raised by the non-applicant is with respect to transfer of the shares, as is evident from the averments made in the plaint, more particularly in para-11 of the plaint, the proper Court to deal with such issues is only the National Company Law Tribunal, which has been constituted under Section 408 of the Companies Act, 2013. Since the dispute raised by the non-applicant is with respect to transfer of the shares, as is evident from the averments made in the plaint, more particularly in para-11 of the plaint, the proper Court to deal with such issues is only the National Company Law Tribunal, which has been constituted under Section 408 of the Companies Act, 2013. Therefore, the plaint filed by the non-applicant/plaintiff being barred by the provisions of Section 430 of the Companies Act, 2013, may be dismissed. It is further averred in the application that the suit is otherwise hit by the provisions of Limitation Act, which prescribes only three years to enforce the specific performance of a contract. However, in the present case, the non-applicant/plaintiff has instituted the suit on 15.03.2019, whereby he is seeking the specific performance of the contract/MOU and SMOU dated, 26.05.2007. As per the provisions of Article 54 of the Limitation Act, the period of three years has been fixed for performance of the contract, as such, the plaint under Order 7, Rule 11 of the Code of Civil Procedure deserves to be rejected. 2. In reply to the application, it is averred that provisions of Section 430 of the Companies Act, 2013, as referred by the applicants in the application, envisage the provision of law in the matter, for which the Tribunal is empowered to determine the dispute between the members of the company related to business affairs of the company and does not oust the jurisdiction of the Civil Court, but, since the non-applicant/plaintiff has filed the suit being non-member of the Company, has even no legal right to approach the Tribunal, under Section 241 of the Companies Act, which confer the right to approach the Tribunal only to the members of the company and status of the non-applicant/plaintiff against the company is of third party, as per Agreement/MOU arrived at between the parties. Lastly, a prayer for dismissal of the application with heavy costs is made. 3. Rejoinder to the reply stands filed, wherein contents of the application are reasserted and contents of the reply filed on behalf of the non-applicant/plaintiff are denied. 4. Mr. Lastly, a prayer for dismissal of the application with heavy costs is made. 3. Rejoinder to the reply stands filed, wherein contents of the application are reasserted and contents of the reply filed on behalf of the non-applicant/plaintiff are denied. 4. Mr. J.L. Bhardwaj, learned counsel for the applicants has argued that the present suit is not maintainable in view of the provisions of Section 430 of the Companies Act, 2013, as the case is with respect to transfer of shares or in alternative, for compensation. He has further argued that after constitution of National Company Law Tribunal, under Section 408 of the Companies Act, the suit is not maintainable and the same be returned for being presented before the appropriate authorities. Even otherwise also, the suit is not maintainable under Section 54 of the Limitation Act, as the Memorandum of Understanding and supplementary Memorandum of Understanding has taken place in the year, 2007, whereas the present suit is maintained in the year, 2019, much beyond the period of three years. In support of his arguments, learned counsel for the applicant has placed reliance upon the decisions rendered by Hon'ble Supreme Court in Shashi Prakash Khemka (Dead) Vs. NEPC Micon (Now called NEPC India Ltd.) and others (Civil Appeals No. 1965-1699 of 2014) and Raghwendra Sharan Singh Vs. Ram Prasanna Singh (Dead) by LR's case (Civil Appeal No. 2960 of 2019). 5. On the other hand, Mr. I.N. Mehta, learned counsel for the non-applicant has argued that in the present case the question of limitation is a mixed question of facts and law and required to be adjudicated after the evidence of the parties and at this stage, this question is not required to be adjudicated upon. He has further argued that in view of clear provisions of Section 1(4) and Section 241 of the Companies Act, 2013, it is clear that only a member of the company, i.e. shareholder of the company can maintain a petition before the Tribunal, none else and since the non-applicant/plaintiff is not a shareholder or member of the company, he cannot file an application before the Tribunal and only remedy available to him is this suit. He has argued that as far as question of limitation is concerned, in MOU no specific time has been mentioned and without there being any specific time, the time is not essence of the contract. He has argued that as far as question of limitation is concerned, in MOU no specific time has been mentioned and without there being any specific time, the time is not essence of the contract. In support of his contentions, learned counsel for the non-applicant has relied upon the decision rendered by a Coordinate Bench of this Court in Shiv Saran Dass vs. Rajindera Devi and others case, 2017 4 HLR 2366. 6. In rebuttal, Mr. J.L. Bhardwaj, Advocate, has argued that Section 241 of the Companies Act only deals with respect to mis-management of the company and does not deals to transfer of shares, in these circumstances, the contention raised by learned counsel for the non-applicant is not applicable to the facts of the present case and referred to the decision rendered by Hon'ble Delhi High Court in Civil Suit No. 1496 of 2016, titled SAS Hospitality Pvt Ltd. and another Vs. Surya Constructions Pvt Ltd. and others. 7. The law on the subject is gone into vis-a-vis, the facts of the present case. It is clear that the plaintiff is not a member of the Company or shareholder of the Company, therefore, he has no right to approach the Tribunal under Section 214 of the Companies Act, as under Section 214 of the Companies Act the right to approach the Tribunal is only to the members of the Company, i.e. shareholders of the Company. This Court finds that the status of the plaintiff is that of a third party vis-a-vis the Company and in these circumstances, the plaint cannot be rejected at this moment. As far as question of limitation is concerned, the same is mixed question of law and facts and required to be considered in the suit after the parties led their evidence on the facts and at this stage, the plaint cannot be rejected on this account also. 8. The net result of the above discussion is that the plaint does not required to be rejected at this moment and the applicants are at liberty to contest the plaint after framing of issues and leading cogent and reliable evidence. Accordingly, the application, which is devoid of merits, deserves dismissal and is dismissed. 9. 8. The net result of the above discussion is that the plaint does not required to be rejected at this moment and the applicants are at liberty to contest the plaint after framing of issues and leading cogent and reliable evidence. Accordingly, the application, which is devoid of merits, deserves dismissal and is dismissed. 9. It is made clear that my observations while dismissing this application are only restricted for the purpose of disposal of the application and will have no bearing on the merits of the suit or issues involved therein, which are to be adjudicated after allowing the parties to lead their evidence in detail and every issue will be open to be contested upon by the parties. The application stands disposed of.