1990 (1) TMI 251 - HC - Companies Law

Court Jurisdiction of Directors - Right of person other than retiring director to stand for directorship

Summary

Issues:
1. Jurisdiction of the company court to entertain a petition under section 257 of the Companies Act, 1956.
2. Maintainability of the appeal before the High Court.
3. Interpretation of section 10 of the Companies Act regarding the jurisdiction of the High Court.

Detailed Analysis:
1. The appellant filed a petition before the company court under section 257 of the Companies Act, seeking direction to circulate a notice among the members of the company. The single judge dismissed the petition, stating that the company court lacked jurisdiction to grant the relief. The appellant argued that the company court has exclusive jurisdiction under section 10 of the Act to deal with all matters arising under it. The appellant contended that failure to circulate the notice entitled him to compel the company to do so through the company court. However, the High Court held that unless a matter is specified in the Act to be dealt with by the company court, it cannot exercise jurisdiction solely because it relates to a company. The court cited previous judgments emphasizing that not all company matters fall under the jurisdiction of the company court, and civil courts can handle disputes not specified in the Act for the company court's jurisdiction.

2. The respondent raised a preliminary objection regarding the maintainability of the appeal under the Kerala High Court Act, 1958. The objection was based on the finding that the single judge lacked jurisdiction to entertain the original petition. The High Court held that the appeal was maintainable as the question of jurisdiction is for the court to decide, and dismissing the appeal solely on jurisdiction grounds was not justified. The court clarified that the appeal could not be deemed not maintainable based on the single judge's lack of jurisdiction finding.

3. Section 10 of the Companies Act states that the High Court shall have jurisdiction unless specified otherwise. The Act designates certain matters to be resolved by different authorities like the Central Government or the Company Law Board. The High Court clarified that the definition of "the court" in the Act does not confer exclusive jurisdiction and that the company court's jurisdiction is limited to matters specified in the Act or rules. The court referenced previous judgments to support the interpretation that not all company-related disputes are within the company court's jurisdiction. The court concluded that the company court rightly found the petition not entertainable, affirming the dismissal of the appeal.